OWNER: REGENCY NORTH ACQUISITION, LLC
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REGENCY
NORTH ACQUISITION, LLC
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AGENT:
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MAXUS PROPERTIES,
INC.
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PREMISES:
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REGENCY
NORTH
APARTMENTS
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BEGINNING:
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November
1, 2007
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ENDING:
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October
31, 2012
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IN CONSIDERATION of the
covenants herein contained, REGENCY NORTH ACQUISITION, LLC (hereinafter
collectively called "Owner@),
and MAXUS PROPERTIES, INC. (hereinafter called AAgent@),
agree as follows:
1. The
Owner hereby employs the
Agent exclusively to
rent and manage the property known as Regency North Apartments (hereinafter
collectively referred to as the APremises@)
upon the terms and conditions hereinafter set forth, for a term of five (5)
years, commencing on November 1, 2007 and terminating on October 31, 2012 and
thereafter for yearly periods from time-to-time, unless on or before thirty (30)
days prior to the date last above-mentioned, or on or before thirty (30) days
prior to the expiration of any such renewal period, either party hereto shall
notify the other in writing that it elects to terminate this Agreement, in which
case this Agreement shall be thereby terminated on said last mentioned
date. (See also Paragraph 6.3 below.)
2.
THE AGENT
AGREES:
2.1 To
accept the management of the Premises, to the extent, for the period, and upon
the terms herein provided, and agrees to furnish the services of its
organization for the rental operation and management of the
Premises.
2.2 To
prepare a monthly statement of receipts and disbursements and to remit, on a
monthly basis, the net cash flow generated by the Premises after payment of all
operating expenses, debt service and escrow payments if applicable, to the
following party:
Maxus
Properties, Inc.
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In the
event total monthly disbursements are in excess of total monthly receipts, the
Owner shall promptly
provide funds to cover such shortfalls. Nothing contained herein shall obligate
the Agent to advance its
own funds on behalf of the Owner to cover any
shortfalls.
2.3 To
cause all employees of the Agent who handle or are
responsible for the safekeeping of any monies of the Owner to be covered by a
fidelity bond in an amount and with a company determined by the Agent.
3.
THE OWNER
AGREES:
To give
the Agent the following
authority and powers (all or any of which may be exercised in the name of the
Owner and agrees to
assume all expenses in connection therewith:
3.1 To
advertise the Premises or any part thereof; to display signs thereon and to rent
the same; to cause references of prospective tenants to be investigated; to sign
leases for terms not in excess of one (1) year and to renew and/or cancel the
existing leases and prepare and execute the new leases without additional charge
to the Owner; provided,
however, that the Agent
may collect from tenant all or any of the following: a late rent
administrative charge, a non-negotiable check charge, credit report fee, a
sub-leasing administrative charge, and/or broker's commission and need
not
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3.2 To
hire, discharge, and pay all managers, engineers, janitors, and other employees;
to 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; to negotiate contracts for non-recurring items
not exceeding $5,000.00, and to enter into agreements for all necessary repairs,
maintenance, minor alterations, and utility services; and to purchase supplies
and pay bills. Agent shall secure the
approval of the Owner
for items, except monthly or recurring operating charges and emergency repairs
in excess of the maximum, if, in the opinion of the Agent, such repairs are
necessary to protect the property from damage or to maintain services to the
tenants as called for by their tenancy.
3.3 To
collect rents and/or assessments and other items due or to become due and give
receipts therefore and to deposit all funds collected hereunder in the Agent's custodial
account.
3.4 Agent agrees to collect all
tenant security deposits. Owner instructs Agent to deposit all security
deposits in the general operating account of the property. Agent is not to segregate the
security deposits into a separate account or into an escrow
account.
3.5 To
execute and file all returns and other instruments and do and perform all acts
required of the Owner as
an employer with respect to the Premises under the Federal Insurance
Contributions Acts, the Federal Unemployment Tax Act and Subtitle C of the
Internal Revenue Code of 1954 with respect to wages paid by the Agent on behalf of the Owner and under any similar
federal and state law now or hereafter in force (and in connection therewith,
the Owner agrees upon
request to promptly execute and deliver to the Agent all necessary powers of
attorney, notices of appointment, and the like).
3.6 The
Agent shall not be
required to advance any monies for the care or management of said property, and
the Owner agrees to
advance all monies necessary therefore. If the Agent shall elect to advance
any money in connection with the property, the Owner agrees to reimburse the
Agent forthwith and
hereby authorizes the Agent to deduct such advances
from any monies due the Owner. The Agent, shall, upon instruction
from the Owner, impound
reserves each month for the payment of real estate taxes, insurance, or any
other special expenditure.
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4.
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THE
OWNER FURTHER
AGREES:
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4.1 To
indemnify, defend, and save the Agent harmless from all suits
in connection with the Premises and from liability for damage to property and
injuries to or death of any employee or other person whomsoever, and to carry at
its own expense public liability, elevator liability (if
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4.2 To
pay all expenses incurred by the Agent, including, but not
limited to, reasonable attorneys' fees and Agent's costs and time in
connection with any claim, proceeding, or suit involving an alleged violation by
the Agent or the Owner, or both, of any law
pertaining to fair employment, fair credit reporting, environmental protection,
rent control, taxes, or fair housing, including, but not limited to, any law
prohibiting or making illegal, discrimination on the basis of race, sex, creed,
color, religion, national origin, or mental or physical handicap; provided,
however, that the Owner
shall not be responsible to the Agent for any such expenses in
the event the Agent is
finally adjudicated to have personally, and not in a representative capacity,
violated any such law. Nothing contained herein shall obligate the
Agent to employ counsel
to represent the Owner
in any such proceeding or suit, and the Owner may elect to employ
counsel to represent the Owner in any such proceeding
or suit. The Owner also agrees to pay
reasonable expenses (or an apportioned amount of such expenses where other
employers of Agent also
benefit from the expenditure) incurred by the Agent in obtaining legal
advice regarding compliance with any law affecting the premises or activities
related thereto.
4.3 To
indemnify, defend, and save the Agent harmless from all
claims, investigations, and suits, or from actions or failures to act of the
Owner, with respect to
any alleged or actual violation of state or federal labor laws, it being
expressly agreed and understood that as between the Owner and the Agent, all persons employed in
connection with the Premises are employees of the Owner, not the Agent. However, it
shall be the responsibility of the Agent to comply with all
applicable state or federal labor laws. The Owner's obligation under this
paragraph 4.3 shall include the payment of all settlements, judgments, damages,
liquidated damages, penalties, forfeitures, back pay awards, court costs,
litigation expenses, and attorneys' fees.
4.4 To
give adequate advance written notice to the Agent if the Owner desires that the Agent make payment, out of the
proceeds from the premises, or mortgage indebtedness, general taxes, special
assessments, or fire, steam boiler, or any other insurance
premiums. In no event shall the Agent be required to advance
its own money in payment of any such indebtedness, taxes, assessments, or
premiums.
5. THE
OWNER AGREES TO PAY THE
AGENT EACH
MONTH:
5.1 MANAGEMENT: Owner agrees to pay Agent for the ordinary
management of the Premises: FIVE PERCENT (5.0%) of the
monthly gross receipts from the operation of the Premises during the period this
Agreement remains in full force and effect. Gross receipts are all
amounts received from the operation of the Premises including, but not limited
to, rents, parking fees, deposits, laundry income, and fees.
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5.2 OTHER
ITEMS OF MUTUAL AGREEMENT: In the event Owner requests and
Agent agrees to perform
services outside the scope of ordinary management of the
Premises, the parties will agree to a fee and payment structure for these
services prior to commencement of the work.
6. IT
IS MUTUALLY AGREED THAT:
6.1 The
Owner expressly
withholds from the Agent
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 Agent without the prior
written direction of an authorized representative of Owner. Agent is
granted the authority to make structural changes or major alterations if such
actions are required because of danger to life or which are immediately
necessary for the preservation and safety of the Premises or the safety of the
occupants thereof or are required to avoid the suspension of any necessary
service to the Premises.
6.2 The
Agent does not assume
and is given no responsibility for compliance of any building on the Premises or
any equipment therein with the requirements of any statute, ordinance, law, or
regulation of any governmental body or of any public authority or official
thereof having jurisdiction, except to notify the Owner promptly or forward to
the Owner promptly any
complaints, warnings, notices, or summonses received by it relating to such
matters. The Owner represents that to the
best of its knowledge the Premises and such equipment comply with all such
requirements and authorizes the Agent, its representatives,
servants, and employees, of and from all loss, cost, expense, and liability
whatsoever which may be imposed on them or any of them by reason of any present
or future violation or alleged violation of such laws, ordinances, statutes, or
regulations.
6.3 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 the 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 a 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 there over, and the Agent, in its sole and
absolute discretion, considers that the action or position of the Owner or registered managing
Agent with respect
thereto may result in damage or liability to the Agent, the Agent shall have the right to
cancel this Agreement at any time by written notice to the Owner of its election so to
do, which cancellation shall be effective upon the service of such
notice. Such notice may be served personally or by registered mail,
on or to the person named to receive the Agent's monthly statement at
the address designated for such person as provided in Paragraph 2.2 above, and
if service by mail shall be deemed to have been served when deposited in the
U.S. Mail. Such cancellation shall not release the indemnities of the
Owner set forth in
Paragraph 4 and 6.2 above and shall not terminate any liability or obligation of
the Owner to the Agent for any payment,
reimbursement, or other sum of money then due and payable to the Agent hereunder.
7. This
Agreement may be canceled by Owner before the termination
date specified in Paragraph 1 on not less than thirty (30) days' prior written
notice to the Agent.
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8. The
Owner shall pay or
reimburse the Agent for
any sums of money due it under this Agreement for service for actions prior to
termination, notwithstanding any termination of this Agreement. All
provisions of this Agreement that require the Owner to have insured or to
defend, reimburse, or indemnify the Agent (including, but not
limited to, Paragraphs 4.1, 4.2, and 4.3) shall survive any termination and, if
Agent is or becomes
involved in any proceeding or litigation by reason of having been the Owner's agent, such provisions
shall apply as if this Agreement were still in effect. The parties
understand and agree that the Agent may withhold funds for
thirty (30) days after the end of the month in which the Agreement is terminated
to pay bills previously incurred but not yet invoiced and to close
accounts.
This
Agreement shall be binding upon the successors and assigns of the Agent and their successors and
assigns of the Owner.
IN WITNESS THEREOF, the
parties hereto have affixed or caused to be affixed their respective signatures
effective this __ day of October 2007.
OWNER:
REGENCY
NORTH ACQUISITION, LLC
By: /s/ ▇▇▇▇ ▇.
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By Maxus Realty Trust, Inc.,
Manager
By ▇▇▇▇ ▇. ▇▇▇▇▇,
Vice President
AGENT:
MAXUS
PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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CEO
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