EXHIBIT 10.22
PROPERTY MANAGEMENT AGREEMENT
THIS AGREEMENT is made effective as of the 1st day of January, 1996 between
Equity One, Inc., having an address at 000 00xx Xxxxxx Xxxxxxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxxx 00000, (hereinafter referred to as the "Owner"), and Global
Realty & Management, Inc., having an address at 000 00xx Xxxxxx, Xxxxxxxxx
Xxxxx. Xxxxx Xxxxx, Xxxxxxx 00000 (herein after referred to as the "Manager"),
whereas the Owner appoints the Manager as Agent for Management *(See Attached)
(hereinafter referred to as the "Property"), having an address at **(See
Attached).
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
promises an agreements hereinafter set forth an for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Owner and the
Manager covenant and agree as follows:
WITNESSETH:
1. APPOINTMENT OF THE MANAGER AS AGENT FOR MANAGEMENT OF THE PROPERTY:
The Owner hereby appoints the Manager (and the Manager or Assignee hereby
accepts such appointment), as the Owner's Agent for the management of the
Property and delegates to the Manager (and the Manager hereby accepts such
delegation), the following rights and obligations:
The right and obligation to manage and supervise, through one or more
employees of the Manager, the Property in the manner and under the terms and
conditions hereinafter more particularly set forth. The services to be
provided by the Manager hereunder shall include, but shall not be limited to,
negotiating for the renting of vacant local tenant space (as hereinafter
defined) at the Property, executing such leases for local tenant space as
Managing Agent on behalf of Owner, and renewing expiring leases of local
tenant space on such terms and conditions as Owner shall approve.
2. OTHER SERVICES TO BE PERFORMED BY MANAGER:
A. All acts performed by the Manager as permitted under this agreement shall be
done as the Agent of the Owner and shall be subject to the Owner's
supervision and control. Any expenses reasonably incurred by the Manager on
behalf of the Owner for the actual Operating Expenses of managing the
Property are subject to reimbursement and shall be paid to the Manager within
thirty (30) days after they are incurred.
i. The Manager shall be liable for its own expenses in administering this
Agreement and for its own office overhead, including but not limited to
the following: expenses for office equipment; expenses for office
supplies of the Manager; any overhead expenses of the Manager incurred in
its general offices in Florida; and salaries of any executives or
supervisory employees of the Manager.
ii. The Owner shall reimburse to the manager postage and long-distance
telephone charges directly related to the Management of the Property.
B. The Manager shall investigate, hire, train, pay, supervise, and discharge the
personnel necessary to be employed in order to properly maintain the
property. Such personnel shall in every instance be deemed employees of the
Manager and not the Owner, and Owner shall have no right to supervise or
direct such employees. Nothing contained in this Agreement shall be deemed to
constitute a joint venture between the Owner and the Manager or to cause the
Manager to be responsible in any way for the debts or obligation of the Owner
or any other party (but nothing contained herein shall effect the Manager's
responsibility to transmit
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payments for the account of the Owner as provided herein), it being the
intention of the parties that the only relationship hereunder is that of agent
and principal, and the Manager shall not represent to anyone that its
relationship to the Owner is other than that set forth herein. The Manager shall
not be liable, responsible or accountable in damages or otherwise to the owner
for any acts performed by it in good faith and within the scope of this
Agreement. The Manager shall, however, be liable for such actions to the extent
they are attributable to gross negligence, malfeasance, misappropriation,
willful default or fraud by the Manager, its servants, employees,
representatives and personnel. The Manager does hereby indemnify and shall hold
the Owner harmless from any liability or damage to the Owner or the Property
resulting from negligence, malfeasance, misappropriation, willful default,
fraud, or act done without the scope of this Agreement by Manager, its servants,
employees, representatives, and personnel.
C. The Manager shall make, in the Owner's name or in the Manager's name as agent
for the owner, contracts for water, electricity, gas, telephone, vermin
extermination, trash removal, janitorial services and other services deemed
by the Manager to be necessary or advisable for the operation of the
Property. The Manager shall also place orders (in the Owner's name or in the
Manager's name as agent for the Owner) for such equipment, tools, appliances,
materials and supplies as are reasonable and necessary to properly maintain
the Property. In no event, however, shall the Manager enter into any service
contract or agreement related to the Property, or purchase such equipment,
etc., which is not part of any prior approved budget, in excess of $2000.00,
without the prior written consent of the Owner.
D. The Manager shall make, in the Owner's name or in the Manager's name, as
Agent for the Owner, contracts for the maintenance of the buildings,
appurtenances and ground of the Property in accordance with standards of
comparable projects in ***(See Attached) County, Florida, including within
such maintenance, without limitation thereof, interior and exterior cleaning,
painting and decorating, plumbing, carpentry and such other normal
maintenance and repair work as may be necessary and desirable; provided,
however, that unless there is immediate danger to life or property the
Manager shall not incur or otherwise agree to pay any expense in excess of
$2000.00 which is not part of any prior approved budget, without the prior
written consent of the Owner. The Manager shall promptly notify the Owner of
any and all orders or violations of any governmental authority having
jurisdiction over the Property or by any Board of Fire Underwriters or
similar body. Any services including, but not limited to, supervision of fire
restoration, major rehabilitation, or structural modifications shall not be
obligations of the Manager under the Agreement unless the Owner and the
Manager mutually agree on the Manager's responsibilities and compensation for
such additional services.
E. The Manager shall, on behalf of the Owner, collect all rent and other charges
due from tenants from leases of rental space at the Property. Owner
authorizes the Manager to request, demand, collect and receive all such rent
and other charges and, upon the prior authorization from the Owner, to
institute legal collection thereof and for the dispossession of tenants and
other persons from the Property, and such expense may include the engaging of
counsel approved by the Owner for any such matter.
All rents and other income collected by the Manager from the Property shall
be deposited into an account (hereinafter referred to as the "Account") in
the Owner's name to be established at such bank as Owner shall direct. The
Manager shall have the right to write checks against such Account during the
Management Services Period (as against such Account during the Management
Services Period (as hereinafter defined) to pay for the Operating Expenses of
the Property (exclusive of debt service on any mortgages) required or
permitted to be paid hereunder by Manager. The excess of all monies collected
by the Manager over the Operating Expenses of the Property required or
permitted to be paid by the manager under this Agreement shall remain in the
Account or be forthwith permitted to the Owner at the Owner's direction.
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F. All required or appropriate insurance coverage for the Property shall be
placed by the Owner with such companies in such amount, and with such
beneficial interest appearing therein as shall be in conformity with the
requirements of any mortgage of the Property and including rental insurance
covering rents payable by tenants of the Property. The Manager shall promptly
investigate and supply the Owner with a full and timely report as to all
accidents, claims for damages relating to the ownership, operation and
maintenance of the Property, and damages or destruction to the Property of
which the Manager has notice or knowledge and the estimated cost of repair
thereof.
3. RECORDS AND REPORTING:
A. The Manager shall maintain at the Property the regular business office of the
Manager located at the address of the Manager as set forth above, separate
Property books and journals and orderly files, containing rental records,
insurance policies, lease agreements, correspondence, receipts, bills and
vouchers, and all other documents and papers pertaining directly to the
property or operation thereof.
B. The Manager shall provide the Owner with written monthly reporting statements
in a format to be agreed upon by the Owner and the Manager but clearly
showing the gross income and Operating Expenses from the Property.
C. The Manager shall deliver to the Owner, as soon as practical after the end of
each calendar year, a statement of income and expenses of the Property, which
statement shall be certified by an independent certified public accountant,
if requested in writing by the Owner (at the expense of the Owner).
D. The Manager shall execute, and file punctually when due, all forms, reports,
and returns required by law relating to employment of the personnel of the
Manager.
E. The Manager shall notify the Owner of any action which the Manager has actual
notice or knowledge as may be necessary to comply with any and all orders for
requirements affecting the Property by any Federal, State, County, or
Municipal authority having jurisdiction thereof, and order the Board of Fire
Underwriters or other similar bodies, if and to the extent the Manager has
actual notice or knowledge of which the Owner is not in compliance.
F. The Manager shall furnish to the Owner, upon receipt by the Manager, any and
all legal notices received by the Manager affecting the Property, including
without limitation, notices of violation of law or municipal ordinances or
orders issued by any governmental authority or by any Board of Fire
Underwriters or other similar body, all notices from any mortgagor claiming
default in any mortgage on the Property, and other notices from any mortgagor
not routine of nature.
4. MANAGEMENT AND OPERATIONS:
Subject to the conditions expressly set forth in this Agreement, the Manager is
expressly authorized on behalf of the Owner to perform any management and
operational functions normal or customary for the Manager of a real estate
development similar to the Property. The Manager agrees to apply prudent
business practices in managing the Property and to use the same care and
diligence carrying out its responsibilities under this Agreement as if the
Manager itself was the Owner of the Property.
5. COMPENSATION OF MANAGER:
For its services rendered pursuant to the Agreement (herein defined as the
"Management Services"), the Manager shall receive a management fee equal to four
percent (4%)*** of the minimum collected
__________
****
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rents (or proceeds of collected rental insurance proceeds, if applicable)
payable monthly, which fee will be payable to the Manager by the Owner in
monthly installments from the Account in arrears on the first day of each month
next proceeding the month in question during the Management Services Period.
Manager shall be entitled to a commission equal to: two dollars ($2.00) per
square foot under new leases for tenant space which are acceptable to Owner; one
dollar ($1.00) per square foot for renewed leases; and ($2.00)**** per square
foot for expired leases with no option to renew. Such commission shall be
payable from the first month's rent under any such lease.
6. USE AND MAINTENANCE OF THE PROPERTY:
The Manager agrees that it will not knowingly permit the use of the Property for
any purposes which might void any policy of insurance held by the Owner or which
might render any loss thereunder uncollectible, or which might be in violation
of any governmental restriction. It shall be the duty of the Manager at all time
during the term of this Agreement to operate and maintain the Property according
to the highest standards achievable. The Manager shall be expected to perform
such other acts and deeds as are reasonable, necessary and proper in the
discharge of its duties under this Agreement. All costs for correcting or
complying with, all fines payable in connection with, and all orders of
violation affecting the Property by any Governmental authority or Board of Fire
Underwriters or other similar body shall be at the cost and expense of the Owner
unless the same are caused by the Manager's malfeasance, gross negligence, or
willful failure or refusal to perform it's obligations hereunder, in which case
and to that extent such costs shall be borne by the Manager.
7. MANAGEMENT SERVICES PERIOD:
The Manager shall perform the Management services pursuant to this Agreement for
the period commencing of the date first above written, and ending on January
1st. 1997 (the "Management Services Period").
This Agreement may, however, be terminated by the Owner in accordance with
Paragraph 7(A) of this Agreement at any time during the Management Services
period upon ten (10) days prior notice to the Manager, whereupon the Management
Fee payable to the Manager, as described in Paragraph 5 above, shall be pro
rated to the date of such earlier termination.
A. If Manager shall (i) steal any money from owner, or (ii) pay any money to any
tenant of the Property as an inducement to such tenant to move its store to
any other shopping center or entity controlled by him, then, in either of
such event, the owner may terminate this Management Agreement as provided in
Paragraph 7 above. For purposes of this Paragraph 7(A) honest errors and
clerical errors do not constitute stealing, and nothing herein or otherwise
set forth in this Agreement shall prohibit the manager from talking with or
negotiating with tenants of the Property, or signing leases with or
negotiating with tenants of the Property for any stores or space in other
property owned by the Manager or any entity controlled by him.
8. NOTICE:
All notices, demands, consents, approvals and requests given by either party to
the other hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid, to the parties at the following address:
__________
****For East Bay Plaza, the Manager shall receive a Management Fee of One
Thousand Seven Hundred ($1,700.00) Dollars and 00/100, and is entitled to a
commission equal to two dollars ($2.00) per square foot under new leases for
tenant space which are acceptable to Owner.
For Mandarin Mini-Storage, the Manager shall receive a Management Fee equal
to five percent (5%) of the minimum collected rents and sales payable monthly.
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If to the Owner: Equity One, Inc.
000 00xx Xxxxxx, Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxxx
If to the Manager: Global Realty & Management, Inc.
000 00xx Xxxxxx, Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxx
Any party may at any time change its respective address by sending written
notice to the other party of the change in the manner hereinabove prescribed.
Notices shall be deemed to be given on the second business day after mailing.
9. MISCELLANEOUS:
A. If any term or provision of this Agreement, or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such terms or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of
this Agreement shall be valid and be enforced to the fullest extent permitted
by law.
B. The failure of the Owner and Manager to seek redress for any violation of, or
insist upon the strict performance of, any term or condition of this
Agreement shall not prevent a subsequent act by the Manager which would have
originally constituted a violation of this Agreement by the Manager from
having all the force and effect of an original violation. The owner may
restrain any breach or threatened breach by the Manager of any term or
condition herein and any particular remedy shall not preclude the Owner from
any other remedy it might have against the Manager, whether at law or in
equity. The failure by the owner to insist upon the strict performance of any
of the terms or conditions of this Agreement or to exercise any right, remedy
or election herein contained or permitted by law shall not constitute as a
waiver or relinquishment for the future of such term, condition, right,
remedy or election, but the same shall continue and remain in full force and
effect.
All rights and remedies that the Owner may have at law, in equity or
otherwise upon breach of any term or condition of this Agreement, shall be in
distinct, separate and cumulative rights and remedies and no one of them,
whether exercised by the Owner or not, shall be deemed to be in exclusion of
any other right or remedy of the Owner.
C. This Agreement contains the entire agreement between the parties hereto with
respect to the matters herein contained and any agreement hereinafter made
shall be ineffective to effect any change or notification in whole or in
part, unless such agreement is in writing and signed by the manager and the
Owner.
D. This Agreement shall be governed by and construed in accordance with the laws
of the state of Florida.
E. This Agreement shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the parties hereto.
F. In the event of litigation arising out of this contract the prevailing party
shall be entitled to any and all costs incurred due to such litigation,
including reasonable attorney's fees.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be fully
executed by their authorized representatives as of the date first above written.
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SIGNED AND SEALED IN THE PRESENCE OF:
------------------------------------ OWNER: EQUITY ONE, INC.
------------------------------------ /s/ XXXXX XXXXXXX
-------------------------------
BY: Xxxxx Xxxxxxx, President
------------------------------------ MANAGER: GLOBAL REALTY &
MANAGEMENT, INC.
------------------------------------ /s/ XXXXX XXXXXX
--------------------------------
BY: Xxxxx Xxxxxx
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*Name of Property **Address ***County
1. Atlantic Village 000-000 Xxxxxxxx Xxxx. Xxxxx
Xxxxxxxx Xxxxx,XX 00000
2. Bird Xxxxxx Shopping Center 0000-0000 Xxxx Xxxx Xxxx
Xxxxx,XX 00000
3. Commonwealth Shopping 0000 Xxxxxxxx Xxx and Xxxxx
Xxxxxx Xxxxxxxxxxxx Xxx
Xxxxxxxxxxxx, XX 00000
4. East Bay Plaza 0000 Xxxx Xxx Xxxxx Xxxxxxxx
Xxxxx, XX 00000
5. Eustis Square 000-000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
6. Ft. Xxxxxxxx Trading Post 0000 Xx. Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
7. Equity One (Epsilon) 000 Xxxxxxxx,
Xxxx Xxxxx, XX Palm Beach
8. Xxxx Xxxx Centre 0000 Xxxx Xxxx Xxxx Xxxxxxxx
Xxxx Xxxx, XX 00000
9. Oak Hill Village 0000 000xx Xxxxxx & Xxxxxx Xx Xxxxx
Xxxxxxxxxxxx, XX 00000
10. Xxxxxx Xxxxx Centre 0000 Xxxx Xxxx Xxxx
Xxxxx, XX Collin
11. Point Royale 19101-19191 South Xxxxx Hwy Dade
Shopping Center Xxxxx, XX 00000
12. Plaza Del Rey 00000 X. Xxxxxxx Xxxxxx Dade
& 000xx Xxx
Xxxxx, XX 00000
13. Mandarin Mini Storage 00000-00 Xxx Xxxx Xxxx. Xxxxx
Xxxxxxxxxxxx, XX 00000
14. Gazit Meridian 000 00xx Xxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
15. Four Corners 00000 Xxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000
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