REAL PROPERTY MANAGEMENT AGREEMENT
THIS REAL
PROPERTY MANAGEMENT AGREEMENT (“Agreement”) is effective as of the10th day of
July, 2009, by and between Xxxxxxx Short Term Income Properties XX, Inc., a
Maryland corporation (“Company”), and Xxxxxxx Income REIT Management, LLC., a
Delaware limited liability company (“Manager”).
ARTICLE
I
AGENCY;
TERM
A. Appointment/Acceptance. Company
hereby appoints Manager, and Manager hereby accepts appointment, on the terms
and conditions hereinafter provided, as exclusive managing and leasing agent for
all properties acquired by Company. All properties acquired by
Company which from time to time are subject to this Agreement are hereinafter
referred to collectively as the “Properties” and individually as the
“Property.”
B. Term. Subject
to IV below, the term of this Agreement (the "Term") shall be a period of one
(1) year from the date first set forth above and thereafter shall be
automatically extended on an annual basis unless terminated in writing by either
Company or Manager at least thirty (30) days prior to the expiration of the Term
or extension thereof; provided however in the event of misconduct, negligence or
malfeasance by the Manager, Company may terminate the Agreement upon 30 days’
prior written notice. If Company materially breaches Company’s
obligations under the Agreement and such breach remains uncured for a period of
ten days after written notification of such breach, manager may terminate the
Agreement.
ARTICLE
II
MANAGER’S
DUTIES
A. Property
Management.
1. Power and
Authority. Manager shall have, and is hereby granted, full
power and authority to exercise all functions and perform all duties in
connection with the operation and management of the Properties, subject to the
right retained by Company to supervise the activities of Manager pursuant to
this Agreement. The power and authority of Manager shall include but
not be limited to:
a. Investigating,
hiring, paying, supervising and discharging all personnel necessary or
desirable, in Manager’s good faith judgment, to be employed in connection with
the maintenance and operation of the Properties. Compensation for the
service of all such employees and the cost of worker’s compensation insurance
and any benefits with respect to such employees shall be an operating expense of
the Properties. Manager, on behalf of Company, may employ affiliated
persons or entities of Manager or Company (hereinafter “Affiliates”) as long as
such employment is at rates that do not exceed commercially reasonable rates
that would be paid to an unaffiliated person or entity for similar services,
supplies, materials or other such dealings. Manager is authorized to
engage, on behalf of and at the expense of Company, professional persons (such
as lawyers and accountants) and consultants (such as tax and energy consultants)
to render services for the Properties.
b. Maintaining
business-like relations with tenants.
c. Using
good faith efforts to lease vacant space in the Properties and renew existing
leases with tenants in accordance with the current rental schedule from time to
time submitted by Manager and approved by Company (or in the absence of such
current rental schedule approved by Company, at rents reasonably determined by
Manager taking into consideration market factors then prevailing) and on such
other terms and conditions as Manager in its sole discretion shall
determine. Manager shall execute leases and rental agreements with
tenants and agreements with concessionaires in Manager’s name as agent for
Company on such terms and conditions as Manager, in its sole discretion, shall
determine. Manager shall have the right to reduce the rental rate by
an amount up to ten percent (10%) of the rental rate stipulated on the then
current rental schedule approved by Company (if any) if, in Manager’s sole
discretion, such reduction is necessary to expedite rental of such space under
the competitive rental and economic conditions then prevailing.
d. Collecting
all monthly rentals and other charges due from tenants, all rents and other
charges due from concessionaires, users of parking spaces and from users or
lessees of other facilities in the Properties. Company hereby
authorizes and directs Manager to request, demand, collect, receive and receipt
for any and all charges or rents which may at any time be or become due to
Company, and to take such legal action as necessary to evict tenants delinquent
in payment of monthly rent and to take such legal action as necessary to collect
any rentals owing from tenants.
e. Causing
the buildings, appurtenances and grounds on the Properties to be maintained
according to customary industry standards including, but not limited to,
landscaping, interior and exterior cleaning, painting and decorating, plumbing,
steam fitting, carpentry and other normal maintenance and repair work or any
extraordinary maintenance and repair work deemed necessary or desirable by
Manager, in Manager’s good faith judgment.
f. Making
contracts for water, electricity, gas, fuel, oil, telephone, pest control, trash
removal, insurance, landscaping, cleaning, window washing, maintenance, repairs
and other necessary services as Manager shall deem necessary or desirable, in
Manager’s good faith judgment. Additionally, Manager shall place
purchase orders for such equipment, tools, appliances, materials and supplies as
are necessary or desirable, in Manager’s good faith judgment, to properly
maintain the Properties. All such contracts and orders may at
Manager’s choice be made in either the name of Manager or in the name of Company
and shall be on such terms and conditions as Manager deems
advisable. Manager shall use good faith efforts to have such
contracts provide that Manager (or Company, as applicable) can terminate on
thirty (30) days notice.
g. Taking
such action as may be necessary or desirable, in Manager’s good faith judgment,
to comply with any orders or requirements affecting the Properties issued by
federal, state, county or municipal authority having jurisdiction over the
Properties. Manager shall promptly notify Company of the receipt and
contents of any such governmental orders or requirements.
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h. Causing
to be disbursed or paid, from the monies collected from the operation of the
Properties and such other monies as may or shall be advanced by Company to
Manager: (1) salaries and any other compensation or fees due and
payable to Manager and employees of the Properties in connection with the
management of the Properties and the cost of workers’ compensation insurance
with respect to such employees; (2) payments required to be made to the holders
of any mortgages affecting the Properties; (3) current amounts due for premium
charges under contracts of insurance for fire and other hazard insurance
premiums and amounts due for ad valorem taxes or other assessments on the
Properties; (4) sums otherwise due and payable in connection with the operation
and management of the Properties, including but not limited to, utility bills,
service bills, supply bills license fees and payroll taxes; (5) repair expenses,
capital improvement costs and other sums retained for such reserves as Manager
deems necessary or desirable, in Manager’s good faith judgment, for
the prudent management and operation of the Properties; and (6) the balance of
funds, if any, shall be paid monthly to Company. Unless otherwise
agreed to in writing by Manager and Company, such payments and disbursements
shall be made by Manager in any order it may determine.
i. Verifying
bills for real estate and personal property taxes, improvement assessments and
other like charges which are or may become liens against any portion of the
Premises and recommended payment or appeal as its best judgment may
decide. Manager shall not make any payments on account of any ground
lease, mortgage, deed of trust or other security instrument, if any, affecting
any Premises unless such payments are included in the Approved Operating Budget
or otherwise approved by Owner.
j. Manager
will remain directly involved in any subcontracted property management
activities including, leasing decisions, budgeting, tenant relations (especially
national tenant relations), vendor relations (especially national vendor
relations), selection and provision of professional services and their providers
(i.e., accounting, legal and banking services), and general property-level
problem solving.
k. To
the extent Manager directly performs on-site management, it will hire, direct
and establish policies for employees who will have direct responsibility for
such property’s operations, including resident managers and assistant managers,
as well as building and maintenance personnel. For any properties for which the
on-site management is subcontracted, Manager has the right to and will approve
all on-site personnel of such subcontractor and establish policies for such
properties’ operations.
l. Manager
will also direct the purchase of equipment and supplies and will supervise all
maintenance activity. Manager will continuously consider alternatives to provide
the most efficient property management services for Company.
Company at all times shall have the
right to supervise Manager in its performance of any or all of these
activities. Company shall have the right, if it so elects, to direct
Manager in the conduct of any of these activities. Absent any such
direction from Company, Manager shall be entitled to perform its duties
hereunder in accordance with its own good faith judgment.
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2. Agency;
Payments. Except for the employment, supervision and discharge
of personnel in connection with the maintenance and operation of the Properties,
who shall be employees of Manager and not of Company (although all costs with
respect to such employees shall, to the extent allocable to the Properties, be
deemed costs of the Properties), all action taken by Manager pursuant to the
provisions of this Agreement shall be done as agent of Company and obligations
or expenses incurred thereunder shall be for the account, on behalf and at the
expense of Company, but any such actions may be taken or made either in
Company’s name or Manager’s name. Any payments to be made by Manager
hereunder shall be made out of such monies as are available from rentals and
other collections from the Properties and such other monies as may be provided
by Company. In the event anticipated disbursements for Properties
expenses and Company management shall in any month be in excess of the
anticipated revenues, Company agrees to advance sufficient funds to meet the
obligations (including all costs with respect to the employees of the Properties
described in II(A)(1)(a) hereof, including Affiliates, the Management Fee,
reimbursement of expenses described in III(A) hereof, and fees and
reimbursements due Manager for post-Exchange services described in III(B)
hereof) within five (5) days after Manager’s request. Manager shall
not be obligated to make any advance to or for the account of Company or to pay
any sum contemplated by this Agreement except out of funds held by Manager on
behalf of Company or out of funds provided by Company to Manager, nor shall
Manager be obligated to incur any liability of or for the account of Company
without assurance or proof from Company that the necessary funds for the
discharge thereof will be provided promptly.
3. Bank
Account. Manager shall establish and maintain, in a manner to
indicate the custodial nature thereof, with a bank, whose deposits are insured
by the Federal Deposit Insurance Corporation, a separate bank account as agent
of Company for the deposit of rentals and collections from the Properties, which
shall not be commingled by Manager with funds from other projects or other funds
of Manager or its Affiliates. Manager has authority to draw thereon
(a) for any payments to be made by Manager pursuant to the terms of this
Agreement, (b) to discharge any liabilities or obligations incurred pursuant to
this Agreement, (c) for the payment of the Management Fee described in III(A)
hereof and the various expense reimbursements due Manager hereunder, and (d) for
the payment of the fees and reimbursements due Manager for post-Exchange
services described in III(B) hereof.
4. Budget. Manager
shall prepare and submit to Owner a proposed operating budget (the "Operating
Budget"), capital budget (the "Capital Budget"), marketing program and leasing
guidelines (the "Marketing Program") for the Premises for the management,
leasing and operation of the Premises for the forthcoming calendar year (or in
the case of the first calendar year in which the Term commences, the remainder
of such year if it is not a full calendar year) in a format approved by Owner.
Manager shall also complete and deliver to Owner a written review of its
performance for the then current calendar year at the same time (the
"Performance Review") it delivers the budgets and programs as contemplated in
this Section 5.3. The scope and substance of the Performance Review will be
agreed to by the Manager and the Owner prior to the delivery of the first
review. The first such budgets, program and guidelines shall be submitted to
Owner within forty-five (45) days after the date of this Agreement and in the
future subsequent proposed budgets, program and guidelines shall be delivered to
Owner no later than October 15 of each calendar year. By October 15 of each
calendar year, Manager will submit to Owner (i) a summary of the actual (through
September 30) and projected (for the full year) results of management and
operation of the Premises for such calendar year and (ii) a Performance Review
for the then-current calendar year.
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The
leasing guidelines shall include the following:
a) the
minimum rental rate to be charged for office, and, if applicable, storage,
antenna, retail and parking and the minimum and maximum term which may be
provided in each category of space to be leased in the Premises;
b) the
maximum leasing concessions or inducements (on a per square foot basis) which
may provided with respect to the Premises;
c) a
list of currently vacant space in the Premises; and
d) a
list of space which will become available for lease in the Premises during the
applicable calendar year.
Owner
will consider the proposed budgets, program and guidelines and then will consult
with Manager within forty-five (45) days after they are submitted in order to
agree on an "Approved Operating Budget", an "Approved Capital Budget", and
"Approved Marketing Programs". Owner and Manager will use good faith efforts to
agree on the foregoing within such forty-five (45) day period. Additionally, if
Owner identifies any operating or performance deficiencies that are within
reasonable control of Manager after reviewing the Performance Review, Owner
shall give Manager written notice of such deficiencies prior to the end of this
forty-five (45) day period. Manager shall then have the later of 30 days, or
such time as is reasonably necessary, to cure the deficiencies identified in
such notice. If such deficiencies are not corrected with this time period, Owner
shall give Manager a second notice of its desire to terminate this Agreement
pursuant to Section 12.2. If Manager does not cure such deficiencies within
thirty (30) days after this second notice, and provide Owner written notice (and
when applicable, evidence) that such deficiencies have been cured, this
Agreement may be terminated by Owner pursuant to Section 12.2.
No less
frequently than quarterly, Manager shall during each calendar year review the
Approved Operating Budget, Approved Capital Budget, and Approved Marketing
Program, and compare the same to year-to-date activity to determine whether
revisions are needed. Any such needed revisions will be submitted to Owner for
its approval.
Manager
agrees to use diligence and to employ all reasonable efforts to ensure that the
actual costs'(net of amounts, if any, recovered from third parties) of
maintaining, leasing and operating the Premises shall not exceed the approved
budgets pertaining thereto.
5. Discretion. Manager
shall have and is hereby granted sole and complete discretion to exercise the
powers and functions granted herein and Manager shall not be required to consult
with Company or obtain Company’s approval before taking any action permitted
hereunder; provided, however, except in cases of emergency, Manager shall not
incur any obligation in excess of $10,000.00 without the consent of
Company. The approval by Company of a Budget shall be deemed the
consent of Company to the expenses indicated on such Budget. For
these purposes, an “emergency” shall be deemed to exist if in the good faith
judgment of Manager, prompt maintenance or repairs are needed in order to
prevent death, bodily injury or material property damage. Owner
expressly withholds from Manager any power of authority to make any structural
change to the Premises or to make any other major alterations or additions in or
to the Premises or equipment therein without the prior written direction of
Owner.
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6. Records. Manager
shall maintain, or cause to be maintained, books of account of all receipts and
disbursements from the management of the Properties. Manager shall
provide monthly statements to Company containing occupancy information and
collection and disbursement reports. Manager shall allow Company’s
accountant or other representatives to review the books and records of the
Properties during reasonable business hours. If the Company
appointees discover either weaknesses in internal control or errors in record
keeping, Manager shall correct such discrepancies either upon discovery or
within a reasonable period of time thereafter. Manager shall inform Owner in
writing of the action taken to correct such audit discrepancies. Any and all
such audits conducted either by Owner's employees or appointees will be at the
sole expense of Owner, unless such audit (i) indicates fraud or gross neglect by
Manager in its record keeping, or (ii) discloses an error on the part of Manager
which affects Owner adversely and is equal to or greater than 2% of the greater
of gross expenses or gross receipts of the Property for the period audited, and
in the case of (i) or (ii) above, Manager shall bear the reasonable cost of the
applicable audit. Manager also shall provide Company with an annual report for
the Properties containing information about occupancy and receipts and
disbursements for the immediately preceding calendar year. If
requested by Owner, all reporting, record keeping, internal controls and like
matters by Manager shall comply with the Xxxxxxxx-Xxxxx Act.
7. Relationship. Manager
shall at all times be the independent contractor of Owner and not the employee
or agent of Owner. Manager shall have no right or power to contract
with third parties for, on behalf of, or in the name of Owner or otherwise to
bind Owner. Except as expressly provided herein to the contrary,
Owner agrees to be responsible for and shall reimburse Manager for all costs,
expenses and disbursements reasonably and properly incurred by Manager in
accordance with the provisions of this Agreement in providing management,
leasing and operational services hereunder.
ARTICLE
III
COMPENSATION OF
MANAGER
A. Property
Management.
1. Management
Fee. (a) In the case of retail centers, warehouse buildings,
industrial properties and flex properties, Company shall pay to Manager a
management fee equal to five percent (5%) of the Effective Gross Revenues (as
hereinafter defined) monthly, within ten (10) days after the end of each
calendar month, based upon the Effective Gross Revenues during said calendar
month.
(b) In
the case of office buildings of 100,000 square feet or more in size and gross
annual revenues of $1,000,000 or more, Company shall pay to Manager a management
fee equal to three percent (3%) of the Effective Gross Revenues monthly, within
ten (10) days after the end of each calendar month, based upon the Effective
Gross Revenues during said calendar month.
(c) In
the case of office buildings either having less than 100,000 square feet in size
or gross annual revenues of $1,000,000, Company shall pay to Manager a
management fee equal to four percent (4%) of the Effective Gross Revenues
monthly, within ten (10) days after the end of each calendar month, based upon
the Effective Gross Revenues during said calendar month
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(d) For
purposes of this Agreement, “Effective Gross Revenues” shall mean all payments
actually collected from tenants and occupants of the Properties, exclusive of
(a) security and deposits (unless and until such deposits have been applied to
the payment of current or past due rent) and (b) payments received from tenants
in reimbursement of expenses of repairing damage caused by tenants.
2. Leasing
Fee. In the event that the Company contracts directly with a
third-party property manager in respect of a Property, Company shall pay to
Manager a leasing fee (the “Leasing Fee”) in an amount equal to the leasing fees
charged by unaffiliated persons rendering comparable services in the same
geographic location of the applicable property.
3. Oversight
Fee. Company shall pay Manager an oversight fee equal to 1% of
the gross revenues of the Property managed. In no event will Company
pay both a property management fee and an oversight fee to Manager with respect
to any particular property.
4. Reimbursement of
Expenses. Company, within fifteen (15) days of a request by
Manager, shall reimburse Manager for all reasonable and necessary expenses
incurred or monies advanced by Manager in connection with the management and
operation of the Properties. However, Manager shall not be reimbursed
for its overhead, including the salaries and expenses of employees relating to
the management of the Properties except as expressly provided in II(A)(1)(a)
hereof. Manager shall have no obligation to advance any of its own
funds for the management of the Properties.
5. Construction Oversight
Fee. In the event that Manager assists a tenant with
tenant improvements, a separate construction management fee may be charged to
the tenant and paid by the tenant. This fee will not exceed 8% of the cost of
the tenant improvements.
B. Miscellaneous. The
fees and reimbursements set forth in III are cumulative; and the obligations of
Company pursuant to III shall survive the termination of this
Agreement.
C. Subcontracting. Manager
may subcontract some on-site property management duties to other management
companies with experience in the applicable markets. These on-site property
management firms will be authorized to lease Company’s properties consistent
with the leasing guidelines promulgated by Manager. Manager will
closely supervise any subcontracted, on-site property managers. Manager also
will be responsible for paying such subcontractors’ fees and
expenses. Company will have no obligation to make any payments to the
subcontractors, unless Company and Manager otherwise agree in
writing.
ARTICLE
IV
TERMINATION
A. Termination. Notwithstanding
anything herein to the contrary, but subject to V(B) below, (a) Manager shall
have the right to terminate this Agreement at any time upon sixty (60) days
prior written notice to Company with respect to the Properties in the event that
Xxxxxxx is removed as the general partner of Company except in connection with
the Exchange; and (b) Company shall have the right to terminate this Agreement
upon sixty (60) days prior written notice to Manager in its entirety or as to a
specific Property or Properties with the mutual consent of Company and
Manager.
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B. Default. Notwithstanding
anything herein to the contrary, either party shall have the right (without
limitation of its other rights and remedies) to terminate this Agreement in the
event of a default by the other party if such default is not cured within ten
(10) days after written notice is given to the other party (provided that if
such default cannot reasonably be cured within such ten (10) day period, the
cure period shall be extended as may reasonably be required provided that the
party obligated to cure such default endeavors with diligence to do
so). Additionally, Company shall have the right (without limitation
of its other rights and remedies) to immediately terminate this Agreement at any
time upon written notice to Manager in the event of Manager’s fraud, gross
malfeasance, gross negligence or willful misconduct.
C. Termination
Payments. Upon termination in whole or as to any Properties,
Company and Manager shall immediately account to each other with respect to all
matters outstanding and all sums owing each other as of the effective date of
termination. Manager shall be entitled to retain copies of such books
and records pertaining to such Properties as Manager deems appropriate, provided
Manager shall bear the cost of such photocopying.
ARTICLE
V
INSURANCE; INDEMNIFICATION
OF MANAGER
A. Insurance. Except
as otherwise agreed in writing between the parties hereto, Manager shall
maintain (subject to reimbursement as an expense of the Properties) adequate
xxxxxxx’x compensation insurance covering all personnel employed by Manager and
working at or engaged in the operation of the Properties, all risk casualty
insurance, and public liability insurance for the Properties with a broad form
comprehensive general liability endorsement, in such amounts as Manager may deem
appropriate. Any and all other insurance maintained for the
Properties shall be the sole responsibility of Company. Each party
shall provide the other with copies of all insurance policies maintained by such
party with respect to the Properties.
B. Indemnification. Manager
shall have no liability to Company or Company for any loss suffered by Company
or Company which arises out of any action or inaction of Manager if Manager, in
good faith, determined that such course of conduct was in the best interest of
Company or Company and such course of conduct did not constitute gross
negligence or willful misconduct of Manager. Company and Company,
jointly and severally, shall indemnify Manager against all claims, actions,
damages, losses, judgments, liabilities, costs and expenses (including
attorneys’ fees) and amounts paid in settlement of any claims sustained by
Manager in connection with the management of the Properties and the management
services provided pursuant to this Agreement, provided that the same were not
the result of gross negligence or willful misconduct on the part of Manager
(collectively, “Unauthorized Acts”). Manager shall indemnify Company
and Company against all claims, actions, damages, losses, judgments,
liabilities, costs and expenses (including attorneys’ fees) and amounts paid in
settlement of any claims sustained by Company or Company arising out of or in
connection with Unauthorized Acts. Indemnities herein contained shall
not apply to any claim with respect to which the indemnified party is covered by
insurance, provided that the foregoing exclusion does not invalidate the
indemnified party’s insurance coverage. The indemnification
provisions set forth herein shall survive termination of this
Agreement.
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C. Waiver. Notwithstanding
anything herein to the contrary, each party hereby waives any claim against the
other to the extent recoverable by insurance carried or required to be carried
by the claimant hereunder.
ARTICLE
VI
MISCELLANEOUS
A. Binding Obligation;
Assignment. This Agreement shall inure to the benefit of and
constitute a binding obligation upon the parties hereto and their respective
successors and assigns. Subject to VI(G), no party may assign its
rights or delegate its duties hereunder without the prior written consent of the
other party, such consent not to be unreasonably withheld.
B. Entire
Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters set forth herein, and
shall not be changed, modified or amended, except by an instrument in writing
after this date signed by both of the parties hereto with the same formalities
as the execution of this Agreement.
C. Relief. Company
and Manager each shall be entitled to injunctive and other equitable relief to
enforce the provisions of this Agreement.
D. Competitive
Activities. Manager (and any Affiliate) may acquire, own,
promote, develop, operate and manage real property (or any one or more of the
foregoing) on its own behalf or on behalf of any other person or
entity. Manager (and any Affiliate), notwithstanding the existence of
this Agreement, may engage in any activity it so chooses, whether such activity
is competitive with the Properties or Company or otherwise, without having or
incurring any obligation to offer any interest in such activities to
Company. Neither this Agreement nor any activity undertaken pursuant
hereto shall prevent Manager (and any Affiliate) from engaging in such
activities or require Manager (and any Affiliate) to permit Company to
participate in such activities, and, as a material part of the consideration for
Manager’s execution hereof, Company hereby waives, relinquishes and reserves any
such right or claim of participation.
E. Time
Obligation. Manager shall not be required to spend all of its
time in the performance of its duties hereunder, but, rather, shall spend such
time as it deems reasonably necessary for the business-like management of the
Properties.
F. Notices. Notices
or other communications required or permitted to be given hereunder shall be
deemed duly made or given, as the case may be, if in writing, signed by or on
behalf of the person making or giving the same, and shall be deemed completed
upon the first to occur of receipt or two (2) days after deposit in the United
States mail, first class, postage prepaid, addressed to the person or persons to
whom such offer, acceptance, election, approval, consent, certification,
request, waiver, or notice is to be made or given, at their respective
addresses:
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If to
Company:
Xxxxxxx Short Term Income Properties XX, Inc.
0000 Xxxxxxxxx
Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attention: Xxxxx X.
Xxxxxxx
If to
Manager:
Xxxxxxx Income REIT Management, LLC.
0000 Xxxxxxxxx
Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attention: Xxxxx X.
Xxxxxxx
or, in
any case, at such other address as shall have been set forth in a notice sent
pursuant to the provisions of this paragraph.
G. Consents;
Approval. Wherever in this Agreement the consent or approval
of a party is required, such consent or approval shall not be withheld
unreasonably (except as expressly set forth herein to the contrary) and shall be
deemed to have been given if the party whose consent or approval is requested
does not notify in writing the party requesting such consent or approval
otherwise within ten (10) days after receipt of a written request for such
consent or approval.
H. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
I. Situs. This
Agreement and the rights and obligations of the parties hereto shall be governed
by and construed in accordance with the laws of the State of Texas, without
regard to the conflict of laws provisions thereof.
J. Headings. Article
and section titles or captions contained in this Agreement are inserted only as
a matter of convenience and for reference and shall not be construed in any way
to define, limit, extend or describe the scope of any of the provisions
hereof.
K. Definitions. The
words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires. The singular shall include the
plural, and the masculine gender shall include the feminine and neuter, and
vice versa, unless the
context otherwise requires.
L. Severability;
Invalidity. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement which are valid.
M. Additional Instruments,
Acts. Each of the parties hereto shall hereafter execute and
deliver such further instruments and do such further acts and things as may be
required or useful to carry out the intent and purpose of this Agreement and as
are not inconsistent with the provisions hereof.
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N. Time. Time
is of the essence with respect to the dates set forth in this
Agreement.
IN WITNESS WHEREOF, the
parties hereto have executed this Real Property Management Agreement as of the
date first above written pursuant to due authority.
PROPERTY
MANAGER
XXXXXXX
SHORT TERM INCOME PROPERTIES XX, INC.
a
Maryland corporation
|
By:
|
|
|
Xxxxx
X. Xxxxxxx,
President
|
COMPANY
XXXXXXX
INCOME REIT MANAGEMENT, LLC
A
Delaware limited liability company
|
Xxxxx
X. Xxxxxxx,
Manager
|
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