PROPERTY MANAGEMENT AGREEMENT
EXHIBIT
10.3
IN CONSIDERATION of the mutual
covenants and agreements herein contained, NetREIT, a California corporation
(“OWNER”) and CHG Properties, Inc., a California corporation (“MANAGER”), agree
as follows:
1. Employment of
Manager. OWNER hereby employs MANAGER exclusively to rent, lease, operate
and manage the real property, fixtures and associated personal property
identified on Exhibit
A attached hereto and made a part hereof (the “Premises”), upon the terms
and conditions hereinafter set forth. MANAGER accepts the management
of the Premises upon the terms herein provided in this Agreement.
2. Manager’s
Authority. MANAGER shall have the exclusive authority and
powers, all of which shall be exercised in the name of MANAGER, as agent for the
OWNER. OWNER hereby appoints MANAGER as OWNER’S authorized agent for
the purpose of executing, as managing agent for said OWNER, all such agreements,
contracts or other written obligations MANAGER may enter into for OWNER within
the scope of its duties as MANAGER. OWNER agrees to specifically
assume in writing all obligations under all such contracts so entered into by
MANAGER, on behalf of OWNER.
3. Manager’s
Duties. MANAGER agrees to furnish the services of its
organization for the rental, leasing, operation and management of the Premises
and to be responsible for those specific duties and functions set forth in this
Agreement. Without limiting the generality of the foregoing, MANAGER
shall do each of the following:
(a) Manage Premises. At
all times manage the Premises in accordance with MANAGER’S standard operating
policies and procedures, except to the extent that any specific provisions
contained herein are to the contrary, in which case MANAGER shall manage the
Premises consistent with such specific provisions. MANAGER agrees to use its
best efforts to maintain the highest occupancy at the highest rents for each
space comprising the Premises;
(b) Deposit and Maintain
Funds. Open and maintain, in a state or national bank of
MANAGER’S choice and whose deposits are insured by the Federal Deposit Insurance
Corporation, exclusively for the Premises and any other properties owned by
OWNER (or any entity that is owned or controlled by the general partner of
OWNER) and managed by MANAGER. OWNER agrees that MANAGER shall be authorized to
maintain a reasonable minimum balance (to be determined jointly from time to
time) in such account. MANAGER may endorse any and all checks
received in connection with the operation of the Premises and drawn to the order
of OWNER and OWNER shall, upon request, furnish MANAGER’S depository with an
appropriate authorization for MANAGER to make such endorsement;
(c) Collect Rents and Other
Charges. Collect rents and/or assessments and other items, including but
not limited to:
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(i)
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Tenant
payments for real estate taxes, property liability and other insurance,
damages and repairs;
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(ii)
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Common
area maintenance, tax reduction fees and all other tenant reimbursements,
administrative charges;
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(iii)
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Proceeds
of rental interruption insurance, parking fees, income from coin operated
machines and other miscellaneous income, due or to become due;
and
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(v)
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Collect
and handle tenants’ security deposits, including the right to apply such
security deposits to unpaid rent, and comply, on behalf of OWNER of the
Premises, with applicable state or local laws concerning security deposits
and interest thereon, if any.
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All of such rent and other items are
hereby referred to as “Gross Income”. MANAGER shall give receipts
therefor and deposit all such Gross Income collected hereunder in MANAGER’S
custodial account;
(d) Negotiate Leases.
Negotiate leases and renewals and cancellations of existing leases which shall
be subject to MANAGER obtaining OWNER’S approval. MANAGER may collect from
tenants all or any of the following: a late rent administrative charge, a
non-negotiable check charge, credit report fee, a subleasing administrative
charge and/or broker’s commission and need not account for such charges and/or
commission to OWNER. MANAGER does not guarantee the credit worthiness
or collectibility of accounts receivable from tenants, users or
lessees;
(e) Terminate Tenants/Prosecute
Claims. Terminate tenancies and sign and serve in the name of OWNER of
the Premises such notices as are deemed necessary by MANAGER; to institute and
prosecute actions to evict tenants and to recover possession of the Premises or
portions thereof; with OWNER’S authorization, to xxx for in the name of OWNER of
the Premises and recover rent and other sums due; and to settle, compromise, and
release such actions or suits, or reinstate such tenancies. All expenses of
litigation including, but not limited to, attorneys’ fees, filing fees, and
court costs which MANAGER shall incur in connection with the collecting of rent
and other sums, or to recover possession of the Premises or any portion thereof
shall be deemed to be an operational expense of the Premises. MANAGER and OWNER
shall concur on the selection of the attorney to handle such
litigation;
(f) Hire, Supervise Employees,
Agents and Contractors. Hire, supervise, discharge, and pay all persons
required to perform labor or services for the operation and maintenance of the
Premises, including but not limited to onsite personnel, managers, assistant
managers, leasing consultants, engineers, janitors, maintenance supervisors and
other employees required for the operation and maintenance of the Premises,
including personnel spending a portion of their working hours (to be charged on
a pro rata basis) at the Premises (all of whom shall be deemed employees of the
Premises, not of MANAGER). All expenses of such employment shall be deemed
operational expenses of the Premises;
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(g) Make Repairs. Make or
cause to be made all ordinary repairs and replacements necessary to preserve the
Premises in its present condition and for the operating efficiency thereof and
all alterations required to comply with lease requirements, and to do decorating
on the Premises;
(h) Enter into Contracts.
Negotiate and enter into, as MANAGER of the Premises, contracts for all items on
budgets that have been approved by OWNER, any emergency services or repairs for
items not exceeding $5,000.00, appropriate service agreements and labor
agreements for normal operation of the Premises, which have terms not to exceed
three (3) years, and agreements for all budgeted maintenance, minor alterations,
and utility services, including, but not limited to, electricity, gas, fuel,
water, telephone, window washing, scavenger service, landscaping, snow removal,
pest exterminating, decorating and legal services in connection with the leases
and service agreements relating to the Premises, and other services or such of
them as MANAGER may consider appropriate; and to purchase supplies and pay all
bills. MANAGER shall use its best efforts to obtain the foregoing services and
utilities for the Premises at the most economical costs and terms available to
MANAGER.
MANAGER shall secure the approval of,
and execution of appropriate contracts by, OWNER for any non-budgeted and
non-emergency contingency capital items, alterations or other expenditures in
excess of $10,000.00 for any one item, securing for each item at least three (3)
written bids, if practicable, or providing evidence satisfactory to OWNER that
the contract amount is lower than industry standard pricing, from responsible
contractors.
MANAGER
may, but shall not be obligated to, at any time and from time to time request
and receive the prior written authorization of OWNER of the Premises of any one
or more purchases or other expenditures, notwithstanding that MANAGER may
otherwise be authorized hereunder to make such purchases or
expenditures;
(i) Pay Expenses. Pay all
expenses of the Premises from the Gross Income collected in accordance with
Section 4(c)
from MANAGER’S custodial account. It is understood that the Gross Income will be
used first to pay the compensation to MANAGER set forth in Section 14, then
operational expenses and then any mortgage indebtedness, including real estate
tax and insurance impounds, but only as directed by OWNER in writing and only if
sufficient Gross Income is available for such payments;
(j) Handle Insurance
Claims. Handle all steps necessary regarding any claim in connection with
any insured losses or damages, provided that MANAGER will not make any
adjustments or settlements in excess of $10,000.00 without OWNER’S prior written
consent.
4. Dealings with Manager’s
Affiliates. MANAGER shall have the right from time to time
during the term hereof, to contract with and make purchases from subsidiaries
and other affiliates of MANAGER, provided that contract rates and prices are
competitive with other available sources.
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5. Notification of Excess
Expenses. In case the expenses paid by MANAGER shall be in
excess of the Gross Income for any monthly period, MANAGER shall notify OWNER of
same and OWNER agrees to pay such excess immediately upon request from MANAGER,
but nothing herein contained shall obligate MANAGER to advance its own funds on
behalf of OWNER. All advances by MANAGER on behalf of OWNER shall be paid to
MANAGER by OWNER within ten (10) days after request.
6. Delivery of Monthly
Reports. Manager shall provide monthly reports for the
Premises to OWNER, to the attention of the individual and address as directed by
OWNER from time to time, and remit to OWNER the excess of Gross Income over
expenses paid by MANAGER (“Net Proceeds”) for each month on or before the 15th
day of the following month. MANAGER will remit the Net Proceeds to
OWNER. The reports to be submitted shall consist of MANAGER’S
Consolidated Cash Report and such other monthly, quarterly and annual reports as
are customary in commercial property management relationships and as reasonably
requested by OWNER in writing from time to time.
7. Delivery of Annual Budget to
Owner. MANAGER shall prepare annual budgets for operation of
the Premises and submit same to OWNER for approval. Such budgets shall be for
planning and informational purposes only, and MANAGER shall have no liability to
OWNER for any failure to meet any such budget. However, MANAGER will use its
best efforts to operate the Premises within the approved budget. The parties
acknowledge that the first such annual budget has been prepared and approved for
the Initial Budget Period set forth in Exhibit
A. Notwithstanding the period covered by the first annual
budget, all subsequent annual budgets shall cover the period from January 1st
through December 31st of each year. The proposed annual budget for each calendar
year shall be submitted by MANAGER to OWNER by December 1st of the year
preceding the year for which it applies. OWNER shall notify MANAGER within
fifteen (15) days as to whether OWNER has approved the proposed annual budget or
not. If OWNER disapproves the proposed budget, OWNER shall notify MANAGER of
what, specifically, OWNER disapproves of, and OWNER and MANAGER shall make the
necessary amendments to the annual budget. During the time OWNER and MANAGER are
preparing these amendments, MANAGER will continue to operate the Premises
according to the last approved budget. OWNER’S approval of the annual budget
shall constitute approval for MANAGER to expend sums for all budgeted
expenditures, without the necessity to obtain additional approval of OWNER under
any other expenditure limitations as set forth elsewhere in this
Agreement.
8. Delegation of Duties by
Manager. Notwithstanding anything to the contrary contained in
this Agreement, any or all of the duties of MANAGER as contained herein may be
delegated by MANAGER and performed by a person or entity (“Subagent”) with whom
MANAGER contracts for the purpose of performing such duties. OWNER specifically
grants MANAGER the authority to enter into such a contract with a Subagent;
provided that OWNER shall have no liability or responsibility to any such
Subagent for the payment of the Subagent’s fee or for reimbursement to the
Subagent of its expenses or to indemnify the Subagent in any manner for any
matter; and provided further that MANAGER shall require such Subagent to agree,
in the written agreement setting forth the duties and obligations of such
Subagent, to indemnify OWNER for all loss, damage or claims incurred by OWNER as
a result of the willful misconduct, gross negligence and/or unlawful acts of the
Subagent.
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9. Expenses of
Owner. OWNER agrees to assume all expenses in connection
therewith. OWNER shall give adequate advance written notice to
MANAGER if OWNER desires that MANAGER make payment, out of Gross Income, to the
extent funds are available after the payment of MANAGER’S compensation set forth
in Section 14
and all operational expenses, of mortgage indebtedness, general taxes, special
assessments, or fire, boiler or any other insurance premiums.
10. No Obligation on Manager to
Pay Prior Expenses of Owner or to Advance Funds.
(a) Nothing
in this Agreement shall be interpreted in such a manner as to obligate MANAGER
to pay from Gross Income, any expenses incurred by OWNER prior to the
commencement of this Agreement, except to the extent OWNER advances additional
funds to pay such expenses.
(b) In
no event shall MANAGER be required to advance its own money in payment of any
such indebtedness, taxes, assessments, premiums or otherwise. MANAGER
may, at its sole discretion, advance any monies for the care or management of
the Premises, and OWNER agrees to advance all monies necessary
therefor. If MANAGER shall elect to advance any money in connection
with the Premises, OWNER agrees to reimburse MANAGER forthwith and hereby
authorizes MANAGER to deduct such advances from any monies due
OWNER.
11. Advertising by
Owner. Upon reasonable request to MANAGER, OWNER shall
advertise the Premises or any part thereof and display signs thereon, as
permitted by law; and rent the same; pay all expenses of leasing the Premises,
including but not limited to, newspaper and other advertising, signage, banners,
brochures, referral commissions, leasing commissions, finder’s fees and
salaries, bonuses and other compensation of leasing personnel responsible for
the leasing of the Premises; and authorize MANAGER to investigate references of
prospective tenants.
12. Indemnification of
Manager. OWNER shall indemnify, defend, protect, save and hold MANAGER
and all of its shareholders, officers, directors, employees, agents, successors
and assigns (collectively, “Indemnified Parties”) harmless from any and all
claims, causes of action, demands, suits, proceedings, loss, judgments, damage,
awards, liens, fines, costs, attorney’s fees and expenses, of every kind and
nature whatsoever (collectively, “Losses”) in connection with or in any way
related to the Premises and from liability for damage to the Premises and
injuries to or death of any person whomsoever, and damage to property; provided,
however, that such indemnification shall not extend to any such Losses arising
out of the willful misconduct, gross negligence and/or unlawful acts (such
unlawfulness having been adjudicated by a court of proper jurisdiction) of
MANAGER or any of the other Indemnified Parties. OWNER agrees to procure and
carry at its own expense Public Liability Insurance, Fire and Extended Coverage
Insurance, Burglary and Theft Insurance, Rental Interruption Insurance, Flood
Insurance (if appropriate) and Boiler Insurance (if appropriate) naming OWNER
and MANAGER as insureds and adequate to protect their interests and in form,
substance, and amounts reasonably satisfactory to MANAGER, and to furnish to
MANAGER certificates and policies evidencing the existence of such insurance.
The premiums for all such insurance maintained by OWNER shall be paid by either
OWNER directly or, provided sufficient Gross Income is available, by MANAGER
from such Gross Income. Unless OWNER shall provide such insurance and furnish
such certificate and policy within ten (10) days from the date of this
Agreement, MANAGER may, in its sole discretion, but shall not be obligated to,
place said insurance and charge the cost thereof to the account of OWNER. All
such insurance policies shall provide that MANAGER shall receive thirty (30)
days’ written notice prior to cancellation of the policy. MANAGER shall not be
liable for any error of judgment or for any mistake of fact or law, or for
anything which it may do or refrain from doing, except in cases of willful
misconduct, gross negligence and/or unlawful acts (such unlawfulness having been
adjudicated by a court of proper jurisdiction).
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13. Representations and
Warranties of Owner.
(a) OWNER
hereby warrants and represents to MANAGER that to the best of OWNER’S knowledge,
neither the Premises, nor any part thereof, has previously been or is presently
being used to treat, deposit, store, dispose of or place any hazardous
substance, that may subject MANAGER to liability or claims under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C.A. Section 9607) or any constitutional provision, statute, ordinance, law,
or regulation of any governmental body or of any order or ruling of any public
authority or official thereof, having or claiming to have jurisdiction
thereover. Furthermore, OWNER agrees to indemnify, protect, defend, save and
hold MANAGER and all of its shareholders, officers, directors, employees,
agents, successors and assigns harmless from any and all claims, causes of
action, demands, suits, proceedings, loss, judgments, damage, awards, liens,
fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever,
involving, concerning or in any way related to any past, current or future
allegations regarding treatment, depositing, storage, disposal or placement by
any party other than MANAGER of hazardous substances on the
Premises.
14. Compensation and Expenses of
Manager.
(a) Management
Compensation. OWNER agrees to pay MANAGER the compensation stated in
Exhibit
A. OWNER acknowledges and agrees that MANAGER may pay or
assign all or any portion of its Management Fee to a Subagent.
(b) Administrative
Expenses. MANAGER shall retain all administrative charges actually
collected from tenants in connection with annual common area maintenance
reconciliations and tenant charge backs for same.
(c) Changes in Connection with
Premises. All personnel expenses, including but not limited to, wages,
salaries, insurance, fringe benefits, employment related taxes and other
governmental charges, shall be charges incurred in connection with the Premises
for purposes of this Agreement, to the extent such expenses are apportioned by
MANAGER to services rendered for the benefit of the Premises. The number and
classification of employees serving the Premises shall be as determined by
MANAGER to be appropriate for the proper operation of the Premises; provided
that OWNER may request changes in the number and/or classifications of
employees, and MANAGER shall make such changes unless in its judgment the
resulting level of operation and/or maintenance of the Premises will be
inadequate. MANAGER shall honor any collective bargaining contract covering
employment at the Premises which is in effect upon the date of execution of this
Agreement; provided that MANAGER shall not assume or otherwise become a party to
such contract for any purpose whatsoever and all personnel subject to such
contract shall be considered the employees of the Premises and not
MANAGER.
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(d) Reimbursement of Manager’s
Expenses. OWNER shall pay or reimburse MANAGER for any sums of money due
it under this Agreement for services and advances prior to termination of this
Agreement. All provisions of this Agreement that require OWNER to have insured,
or to protect, defend, save, hold and indemnify or to reimburse MANAGER shall
survive any expiration or termination of this Agreement and, if MANAGER is or
becomes involved in any claim, proceeding or litigation by reason of having been
MANAGER of OWNER, such provisions shall apply as if this Agreement were still in
effect. The parties understand and agree that MANAGER may withhold funds for
sixty (60) days after the end of the month in which this Agreement is terminated
to pay bills previously incurred but not yet invoiced and to close accounts.
Should the funds withheld be insufficient to meet the obligation of MANAGER to
pay bills previously incurred, OWNER will upon demand advance sufficient funds
to MANAGER to ensure fulfillment of MANAGER’S obligation to do so, within ten
(10) days of receipt of notice and an itemization of such unpaid
bills.
15. Term and
Termination.
(a) Term and
Renewal. This Agreement shall be for a term beginning on the
Commencement Date set forth on Exhibit A and ending
on the Initial Termination Date set forth on Exhibit A, and
thereafter for successive one (1) year renewal periods commencing on the day
following the Initial Termination Date and on each successive anniversary of
such date thereafter (each “Renewal Date”), unless at least thirty (30) days
prior to the Initial Termination Date or the next following Renewal Date either
party shall notify the other in writing that it elects to terminate this
Agreement. In such event, this Agreement shall be terminated as of
the end of the then current term.
(b) Termination for
Cause. In addition, and notwithstanding the foregoing, OWNER
may terminate this Agreement at any time upon delivery of written notice to
MANAGER not less than thirty (30) days prior to the effective date of
termination, in the event of (and only in the event of) a showing by OWNER of
willful misconduct, gross negligence, or deliberate malfeasance by MANAGER in
the performance of MANAGER’S duties hereunder. In the event this
Agreement is terminated for any reason prior to the expiration of its original
term or any renewal term, OWNER shall indemnify, protect, defend, save and hold
MANAGER and all of its shareholders, officers, directors, employees, agents,
successors and assigns (collectively, “Indemnified Parties”) harmless from and
against any and all claims, causes of action, demands, suits, proceedings, loss,
judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of
every kind and nature whatsoever (collectively, “Losses”), which may be imposed
on or incurred by MANAGER by reason of the willful misconduct, gross negligence
and/or unlawful acts (such unlawfulness having been adjudicated by a court of
proper jurisdiction) of OWNER.
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16. Owner’s
Representative.
(a) Designation of Owner’s
Representative. OWNER shall designate one (1) person to serve as OWNER’S
Representative in all dealings with MANAGER hereunder. Whenever the notification
and reporting to OWNER or the approval, consent or other action of OWNER is
called for hereunder, any such notification and reporting if sent to or
specified in writing to OWNER’S Representative, and any such approval, consent
or action if executed by OWNER’S Representative, shall be binding on OWNER.
OWNER’S Representative shall be:
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Name
Xxxxxxx X. Xxxxxxxx
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Address
000 X.
Xxxxxx Xxxxx Xx Xxxx, Xxxxx 000
Xxx Xxxxxx,
XX 00000
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(b) Authority of Owner’s
Representative. OWNER’S Representative may be changed at the discretion
of OWNER, at any time and from time to time, and shall be effective upon
MANAGER’S receipt of written notice of the new OWNER’S
Representative.
17. Matters Regarding Structural
Changes, Regulatory Compliance.
(a) Structural Changes.
OWNER expressly withholds from MANAGER any power or authority to make any
structural changes in any building or to make any other major alterations or
additions in or to any such building or equipment therein, or to incur any
expense chargeable to OWNER, other than expenses related to exercising the
express powers above vested in MANAGER without the prior written direction of
OWNER’S Representative, except such emergency repairs as may be required to
ensure the safety of persons or property or which are immediately necessary for
the preservation and safety of the Premises or the safety of the tenants and
occupants thereof or are required to avoid the suspension of any necessary
service to the Premises. The person identified above as OWNER’S Representative
(and any designated successor or successors to such OWNER’S Representative)
shall be OWNER’S exclusive representative for all purposes hereof, and MANAGER
shall have the absolute right to rely upon all decisions, approvals and
directions of such person. Such representative shall have the right to designate
a successor representative by written notice to MANAGER.
(b) Notification of Regulatory
Non-Compliance. MANAGER shall be responsible for notifying OWNER in the
event it receives notice that any building on the Premises or any equipment
therein does not comply with the requirements of any statute, ordinance, law or
regulation of any governmental body or of any public authority or official
thereof having or claiming to have jurisdiction thereover. MANAGER shall
promptly forward to OWNER any complaints, warnings, notices or summonses
received by it relating to such matters. OWNER represents that to the best of
its knowledge the Premises and such equipment comply with all such requirements
and authorizes MANAGER to disclose OWNER of the Premises to any such officials
and agrees to indemnify, protect, defend, save and hold MANAGER and the other
Indemnified Parties harmless of and from any and all Losses which may be imposed
on them or any of them by reason of the failure of OWNER to correct any present
or future violation or alleged violation of any and all present or future laws,
ordinances, statutes, or regulations of any public authority or official
thereof, having or claiming to have jurisdiction thereover, of which it has
actual notice.
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(c) Manager’s Right to Correct
Regulatory Non-Compliance. In the event it is alleged or charged that any
building on the Premises or any equipment therein or any act or failure to act
by OWNER with respect to the Premises or the sale, rental, or other disposition
thereof fails to comply with, or is in violation of, any of the requirements of
any constitutional provision, statute, ordinance, law, or regulation of any
governmental body or any order or ruling of any public authority or official
thereof having or claiming to have jurisdiction thereover, and MANAGER, in its
sole and absolute discretion, considers that the action or position of OWNER,
with respect thereto may result in damage or liability to MANAGER, MANAGER shall
have the right to cancel this Agreement at any time by written notice to OWNER
of its election so to do, which cancellation shall be effective upon the service
of such notice on OWNER. Such cancellation shall not release the indemnities of
OWNER set forth in this Agreement and shall not terminate any liability or
obligation of OWNER to MANAGER for any payment, reimbursement, or other sum of
money then due and payable to MANAGER hereunder.
17. Provisions of General
Application.
(a) No Implied Third Party
Beneficiary. Nothing contained herein shall be construed as creating any
rights in third parties who are not the parties to this Agreement, nor shall
anything contained herein be construed to impose any liability upon OWNER or
MANAGER for the performance by OWNER or MANAGER under any other agreement they
have entered into or may in the future enter into, without the express written
consent of the other having been obtained.
(b) Interpretation.
Wherever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited or invalid under such law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement. This Agreement, its validity, performance and enforcement
shall be construed in accordance with, and governed by, the laws of the State in
which the Premises are located.
(c) Binding on Successors and
Assigns. This Agreement shall be binding upon the successors
and assigns of MANAGER and the heirs, administrators, executors, successors, and
assignees of OWNER.
(d) Attorney’s Fees. If
any party hereto defaults under the terms or conditions of this Agreement, the
defaulting party shall pay the non-defaulting party’s court costs and attorney’s
fees incurred in the enforcement of any provision of this
Agreement.
(e) No Implied Waiver.
The failure of either party to this Agreement to, in any one or more instances,
insist upon the performance of any of the terms, covenants or conditions of this
Agreement, or to exercise any rights or privileges conferred in this Agreement,
shall not be construed as thereafter waiving any such terms, covenants,
conditions, rights or privileges, but the same shall continue in full force and
effect as if no such forbearance or waiver had occurred.
(f) Entire Agreement.
This Agreement may be modified solely by a written agreement executed by both
parties hereto.
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(g) Amendment. This
Agreement contains the entire Agreement of the parties relating to the subject
matter hereof, and there are no understandings, representations or undertakings
by either party except as herein contained.
(h) Independent
Contractor. Nothing contained in this Agreement shall be deemed or
construed to create a partnership or joint venture between OWNER and MANAGER or
to cause either party to be responsible in any way for the debts or obligations
of the other or any other party (but nothing contained herein shall affect
MANAGER’S responsibility to transmit payments for the account of OWNER as
provided herein), it being the intention of the parties that the only
relationship hereunder is that of MANAGER and principal.
(i) Agreement Jointly
Drafted. This Agreement is deemed to have been drafted jointly by the
parties, and any uncertainty or ambiguity shall not be construed for or against
either party as an attribution of drafting to either party.
(j) Notices. All notices
given under this Agreement shall be sent by certified mail, return receipt
requested, sent by facsimile transmission, or hand delivered at:
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For Owner
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For
Agent
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CHG
Properties, Inc.
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000
X. Xxxxxx Xxxxx Xx Xxxx, Xxxxx 000
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365
S. Xxxxxx Xxxxx Xx Xxxx, Xxxxx 000
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Xxx
Xxxxxx, Xxxxxxxxxx 00000
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Xxx
Xxxxxx, Xxxxxxxxxx 00000
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FAX:
(000) 000-0000
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FAX:
(000) 000-0000
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IN WITNESS WHEREOF, the parties hereto
have affixed or caused to be affixed their respective signatures this _____ day
of ___________, _______.
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OWNER
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MANAGER
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CHG
Properties, Inc.
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By:
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______________________________
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By:
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____________________________
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President
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President
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By:
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______________________________
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By:
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____________________________
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Secretary
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Secretary
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EXHIBIT
A
TO
NetREIT
1. The
Premises:
2. Initial Budget
Period: _______________________________________________________________________________
3. Commencement
Date: _______________________________________________________________________________
4. Initial Termination
Date: _____________________________________________________________________________
5. Compensation of
Manager: As a monthly management fee hereunder, an amount no
greater than four percent (4%) of Gross Income for the month for which the
payment is made, which shall be deducted monthly by MANAGER and retained by
MANAGER from Gross Income prior to payment to OWNER of Net Proceeds. Such
Management Fee shall be compensation for those services specified herein. OWNER
agrees to pay MANAGER a onetime setup fee of $2,000.00. Any services beyond
those specified herein, such as sales brokerage, construction management, loan
origination and servicing, property tax reduction and risk management services,
shall be performed by MANAGER and compensated by OWNER only if the parties agree
on the scope of such work and provided that the compensation to be paid therefor
will not exceed 90% of that which would be paid to unrelated parties providing
such services and provided further that all such compensation must be approved
by a majority of the independent directors of OWNER.
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