EXHIBIT 10.19
ANNAPOLIS MALL
ANNAPOLIS, MARYLAND
SUBCONTRACT OF MANAGEMENT RIGHTS
THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES OF ANNAPOLIS, INC., a Delaware
corporation ("Managing Partner"), and CENTERMARK MANAGEMENT COMPANY, a Delaware
general partnership ("Sub-Manager").
RECITALS
A. Managing Partner is the managing general partner of Annapolis
Mall Limited Partnership (the "Partnership"), the owner of the Annapolis Mall,
Xxxx Arundel County, Maryland (the "Property").
B. Pursuant to that certain Limited Partnership Agreement, dated May
2, 1979, for the Partnership, as amended (the "Partnership Agreement"), Managing
Partner is responsible for providing normal property management and leasing
services for the Property on the terms and conditions set forth therein.
C. Managing Partner desires to subcontract the management services
to Sub-Manager, and Sub-Manager desires to perform such management services on a
sub-contract basis, all on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Managing Partner hereby engages
Sub-Manager, effective on the Assumption Date (as such term is defined in that
certain Letter Agreement, dated the date hereof, between CenterMark Properties,
Inc. and Sub-Manager), to provide all of the property management and leasing
services relating to the Property required to be performed by Managing Partner
under the Partnership Agreement upon the terms and conditions set forth in the
form of Management Agreement attached hereto as Exhibit A (the "Form Management
Agreement"), PROVIDED that (a) all references in the Form Management Agreement
to Owner shall be deemed to refer to Managing Partner, (b) the Sub-Manager's
rights and obligations shall in all events be subject and subordinate to the
terms of the Partnership Agreement and in no event shall the Sub-Manager have
any greater rights or responsibilities with respect to the management and
leasing of the Property than
are granted to or imposed on Managing Partner under the Partnership Agreement or
to the manager under the Form Management Agreement and (c) the fee and other
amounts payable to Sub-Manager shall be equal to, and payable upon the same
terms as, the management and related fees payable to Managing Partner under the
Partnership Agreement.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.
CENTERMARK PROPERTIES
OF ANNAPOLIS, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
----------------------------------
Title: President
---------------------------------
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: Vice President
----------------------------
2
VANCOUVER MAIL
VANCOUVER, WASHINGTON
SUBCONTRACT OF MANAGEMENT RIGHTS
THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES OF VANCOUVER, INC., a Delaware
corporation ("Managing Partner"), and CENTERMARK MANAGEMENT COMPANY, a Delaware
general partnership ("Sub-Manager").
RECITALS
A. Managing Partner is the managing general partner of Vancouver
Mall (the "Partnership"), the owner of the Vancouver Mall, Vancouver, Washington
(the "Property").
B. Pursuant to that certain Joint Venture Agreement, dated as of
September 29, 1975, for the Partnership, as amended (the "Partnership
Agreement"), Managing Partner is responsible for providing normal property
management and leasing services for the Property on the terms and conditions set
forth therein.
C. Managing Partner desires to subcontract the management services
to Sub-Manager, and Sub-Manager desires to perform such management services on a
sub-contract basis, all on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Managing Partner hereby engages
Sub-Manager, effective on the Assumption Date (as such term is defined in that
certain Letter Agreement, dated the date hereof, between CenterMark Properties,
Inc. and Sub-Manager), to provide all of the property management and leasing
services relating to the Property required to be performed by Managing Partner
under the Partnership Agreement upon the terms and conditions set forth in the
form of Management Agreement attached hereto as Exhibit A (the "Form Management
Agreement"), PROVIDED that (a) all references in the Form Management Agreement
to Owner shall be deemed to refer to Managing Partner, (b) the Sub-Manager's
rights and obligations shall in all events be subject and subordinate to the
terms of the Partnership Agreement and in no event shall the Sub-Manager have
any greater rights or responsibilities with respect to the management and
leasing of the Property than are granted to or imposed on Managing Partner under
the Partnership Agreement or to the manager under the Form
Management Agreement and (c) the fee and other amounts payable to Sub-Manager
shall be equal to, and payable upon the same terms as, the management and
related fees payable to Managing Partner under the Partnership Agreement.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.
CENTERMARK PROPERTIES
OF VANCOUVER, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
----------------------------------
Title: President
----------------------------------
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: Vice President
-----------------------------
0
XXXXX XX XXXXXXX XXXXXXXX
XXX XXXXXXX, XXXXXXXXXX
SUBCONTRACT OF MANAGEMENT RIGHTS
THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES, INC., a Missouri corporation
("Managing Partner"), and CENTERMARK MANAGEMENT COMPANY, a Delaware general
partnership ("Sub-Manager").
RECITALS
A. Managing Partner is the sole general partner of West Valley
Partnership (the "Partnership"), the owner of certain property in the vicinity
of Victory Boulevard and Owensmouth Avenue, Los Angeles, California (the
"Property").
B. Pursuant to that certain Amended and Restated Limited Partnership
Agreement, dated as of December 31, 1985, for the Partnership, as amended (the
"Partnership Agreement"), Managing Partner is responsible for providing normal
property management and leasing services for the Property on the terms and
conditions set forth therein.
C. Managing Partner desires to subcontract the management services
to Sub-Manager, and Sub-Manager desires to perform such management services on a
sub-contract basis, all on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Managing Partner hereby engages
Sub-Manager, effective on the Assumption Date (as such term is defined in that
certain Letter Agreement, dated the date hereof, between CenterMark Properties,
Inc. and Sub-Manager), to provide all of the property management and leasing
services relating to the Property required to be performed by Managing Partner
under the Partnership Agreement upon the terms and conditions set forth in the
form of Management Agreement attached hereto as Exhibit A (the "Form Management
Agreement"), PROVIDED that (a) all references in the Form Management Agreement
to Owner shall be deemed to refer to Managing Partner, (b) the Sub-Manager's
rights and obligations shall in all events be subject and subordinate to the
terms of the Partnership Agreement and in no event shall the Sub-Manager have
any greater rights or responsibilities with respect to the management and
leasing of the Property than are granted to or imposed on Managing Partner under
the
Partnership Agreement or to the manager under the Form Management Agreement and
(c) the fee and other amounts payable to Sub-Manager shall be equal to, and
payable upon the same terms as, the management and related fees payable to
Managing Partner under the Partnership Agreement.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.
CENTERMARK PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
----------------------------------
Title: President
----------------------------------
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: Vice President
-----------------------------
2
WESTROADS SHOPPING CENTER
OAKS MALL
SUBCONTRACT OF MANAGEMENT RIGHTS
THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES, INC., a Missouri corporation
("Manager"), and CENTERMARK MANAGEMENT COMPANY, a Delaware general partnership
("Sub-Manager").
RECITALS
A. Pursuant to that certain Exclusive Management and Leasing Agency
Agreement, dated October 7, 1992, between Manager and The Prudential Insurance
Company of America ("Prudential"), as amended by that certain letter agreement,
dated February 11, 1994, among Prudential, The PruSquit Joint Venture and
Manager (as amended, the "Management Agreement"), Manager is responsible for
providing normal property management and leasing services for those certain
regional shopping centers known as Westroads Shopping Center and Oaks Mall
(collectively, the "Property") on the terms and conditions set forth therein.
B. Manager desires to subcontract the management services to
Sub-Manager, and Sub-Manager desires to perform such management services on a
sub-contract basis, all on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Manager hereby engages
Sub-Manager, effective on the Assumption Date (as such term is defined in that
certain Letter Agreement, dated the date hereof, between CenterMark Properties,
Inc. and Sub-Manager), to provide all of the property management and leasing
services relating to the Property required to be performed by Manager under the
Management Agreement upon the terms and conditions set forth in the form of
management agreement attached hereto as Exhibit A (the "Form Management
Agreement"), PROVIDED that (a) all references in the Form Management Agreement
to Owner shall be deemed to refer to Manager, (b) the Sub-Manager's rights and
obligations shall in all events be subject and subordinate to the terms of the
Management Agreement, and (c) the fee and other amounts payable to Sub-Manager
shall be equal to, and payable upon the same terms as, the management and
related fees payable to Manager under the Management Agreement.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.
CENTERMARK PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
----------------------------------
Title: President
----------------------------------
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: Vice President
-----------------------------
2
