Real Estate Consulting Services Agreement Between The Whitetail Group, LLC and Bedminster Capital Corp. Dated March 1, 2007
Real
Estate Consulting Services
Agreement
Between
The
Whitetail Group, LLC
and
Dated
March 1, 2007
This
REAL
ESTATE CONSULTING SERVICES AGREEMENT (the “Agreement”), is made this First day
of March, 2007 (“Effective Date”) by and between The
Whitetail Group, LLC having
its principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Whitetail”)
and
the
Bedminster
Capital Corp.
having
its principal offices ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
(“Bedminster”),
WITNESSETH:
WHEREAS,
Bedminster
is in the business of acquiring and managing commercial real estate,
and
WHEREAS,
Whitetail is in the business of providing real estate related consulting
services, and
WHEREAS
Bedminster wishes to engage the services of Whitetail at terms and conditions
set forth in this Agreement and Bedminster wishes to accept such an
engagement,
NOW,
THEREFORE, in consideration of the covenants, terms and conditions hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Article
1
Description
of Services
During
the term of this agreement, Whitetail shall provide support services
(“Services”) to Bedminster as further set forth at Exhibit “A” to this
agreement.
Article
2
Conduct
in performing services
2.1
Whitetail acknowledges that Bedminster is relying upon the expertise, skill
and
judgment of Whitetail and Whitetail recognizes the relationship of trust and
confidence established between it and Bedminster by this Agreement.
2.2
Whitetail
represents that it has the expertise and is qualified, equipped, organized
and
financed to perform the Services required under this Agreement. Whitetail shall
furnish its best skill and judgment and shall exercise maximum cooperation
in
furthering the best interests of Bedminster.
2.3
Whitetail
will at its sole and exclusive discretion determine the method, details and
means of performing the services.
-2-
2.4
Whitetail warrants that all work performed by Whitetail shall be performed
in a
good and workmanlike manner and fit for the purposes specified by Bedminster,
and shall be of a quality that is commercially acceptable in this industry
and
comparable to, or better than, globally recognized providers of similar
services.
2.5 Under
no
circumstances will Whitetail act as a real estate broker or agent, or as a
broker dealer
Article
3
Cooperation
and information from Bedminster
Bedminster
shall promptly provide Whitetail with such information, data and documents
as
reasonably required and requested by Whitetail in the performance of the
Services contemplated by this Agreement. Bedminster will fully cooperate with
Whitetail in its performance of Services and Bedminster understands and agrees
that without timely and effective cooperation, Whitetail will not be able to
perform.
Article
4
Consideration
for services
4.1 Upon
execution of this agreement, Bedminster shall pay Whitetail a one-time fee
of
two thousand ($2,000.00) dollars as initial file opening fee.
4.2
Consideration
for services to be rendered by Whitetail to Bedminster is set forth at length
at
Exhibit “A”.
Article
5
Consultants
and a professional services
5.1 In
the
performance of its services, Whitetail may from time to time and on behalf
of
and with the consent of Bedminster or Bedminster’s subsidiaries, and at the sole
expense of Bedminster or Bedminster’s subsidiaries, retain services of third
party consultants and professionals. These services include but are not limited
to engineers, environmental experts, brokers, attorneys, property managers,
etc.
5.2 Whitetail
shall select, and retain on behalf of Bedminster such consultants and
professionals as Whitetail reasonably deems appropriate and necessary to promote
the business activities of Bedminster. Bedminster reserves the right to reject
for any lawful reason whatsoever, any such consultant or professional retained
by Whitetail, and Whitetail shall as soon as possible thereafter retain a
replacement consultant or professional satisfactory to Bedminster.
5.3 Whitetail
shall notify Bedminster in writing of the consultants and professionals that
Whitetail intends to retain on behalf of Bedminster, and obtain the consent
of
Bedminster thereto.
-3-
5.5 Bedminster
shall promptly pay all invoices for services rendered by consultants and
professionals which are not disputed in good faith by Bedminster.
Article
6
Bank
accounts
At
the
direction of Bedminster, Whitetail may establish and maintain one or more bank
accounts in the name of an operating subsidiary of Bedminster, and may collect
and deposit into any such account or accounts, and disburse funds from any
such
account or accounts, under such terms and conditions as Bedminster may approve
and in accordance with agreed budgets, and Whitetail shall from time to time
render appropriate accountings of such collections and payments to Bedminster
or
any subsidiary of Bedminster and, upon request, to the auditors of Bedminster
or
any subsidiary of Bedminster.
Article
7
Term
and Termination
7.1
This
Agreement shall commence on the effective date hereof, and will continue to
be
in effect unless terminated by either party upon not less than ninety (90)
days
advance written notice.
7.2
Either party may terminate this Agreement for cause at any time in the event
of
a material breach by the other party that remains uncured after thirty (30)
days
written notice thereof.
7.3
Except for charges which are disputed in good faith by Bedminster, Bedminster
shall pay Whitetail’s Charges for the Services as set forth in this agreement
through the effective date of such termination for cause as well as expenses
incurred to the date of termination. Whitetail shall have the right to terminate
for cause in the event Bedminster fails to pay any monies when due in accordance
with the agreement and such failure is not cured within twenty (20) days of
notice thereof from Whitetail except for charges which are disputed in good
faith by Bedminster.
Article
8
Action
upon termination
From
and
after the effective date of termination of this Agreement, except as otherwise
specified, Whitetail shall not be entitled to compensation for further services,
but shall be paid all compensation accruing to the date of termination as
provided above.. Upon such termination, Whitetail shall:
-4-
(a)
After
deducting any accrued compensation and reimbursement for
its
expenses to which it is then entitled, pay over to Bedminster or any subsidiary
of Bedminster all money collected and held for the account of Bedminster or
any
subsidiary of Bedminster pursuant to this Agreement;
(b)
Deliver to the Board of Directors of Bedminster a full accounting, including
a
statement showing all payments collected by it and a statement of all money
held
by it, covering the period following the date of the last accounting furnished
to the Board of Directors.
(c)
Within
the applicable time period set forth herein, deliver to Bedminster both a
monthly report and an annual report, each covering that portion of the relevant
time period which is included within the term hereof, prior to such
termination.
Article
9
Reports
9.1 Within
sixty (60) days prior to the commencement of each fiscal year, Whitetail shall
prepare and deliver to Bedminster an operating budget for each property under
management by Whitetail, setting forth an itemized statement of the estimated
receipts and disbursements for the coming fiscal year. Such budget shall include
a proposed rent schedule for all space within each property, inclusive of then
currently pending or projected repairs, replacements and additions thereto,
and
the market for competing properties similar to the property. Bedminster and
Whitetail shall jointly adjust, modify or amend said budget in order to fix
the
standard of operation for the succeeding fiscal year and the budget, as so
revised and as it may be subsequently revised by agreement in writing executed
by Bedminster and Whitetail, shall thereafter constitute the ''Budget.'' Except
in the case of emergency repairs no expenses may be incurred or commitments
made
by Whitetail in connection with the operation of a Property which would exceed
the line amount contained within said Budget, without the prior written consent
of Bedminster. An emergency repair is one required for the preservation and
safety of the property, to avoid the suspension of any service to the property,
or to avoid danger or damage to life or property. It is understood and agreed
that, should any such emergency repairs be required, Whitetail shall bring
same
to the attention of Bedminster as soon as possible.
9.2 Whitetail
shall maintain, at the office of Whitetail, a comprehensive system of office
records, books and accounts relating to the income, expenses and operations
of
each Property under management by Whitetail. Bedminster and those designated
by
Bedminster shall have access to such office records, books and accounts and
to
all vouchers, files and other material relating to each Property and maintained
by Whitetail relating to each Property. Bedminster shall exercise its rights
of
inspection hereunder solely during normal business hours and shall do so in
such
a manner so as not to unreasonably interfere with the operations of
Whitetail.
-5-
9.3 Whitetail
shall deliver to Bedminster, on or before the fifteenth (15th) day of each
calendar month during the terms hereof, a detailed written report of all
receipts and disbursements relating to each property and made during the
preceding calendar month, or any portion thereof. Such report shall be made
on a
cash, or accrual basis as directed by Bedminster, and shall include all such
transactions, whether or not reimbursable pursuant to the provisions hereof.
Said reports shall also include statements of arrearages of any tenant or others
within the property, vacancies, and the balance of sums retained in any escrow
accounts maintained pursuant to the provisions hereof.
9.4 Whitetail
shall deliver to Bedminster, within sixty (60) days after the end of each fiscal
year, a profit and loss statement showing the results of operations for the
preceding fiscal year, or any portion thereof, as well as a balance sheet for
each property dated as of the end of such fiscal year. Each such report shall
be
prepared in accordance with generally accepted accounting
principals.
Article
10
Entire
agreement
This
Agreement is the complete, final and exclusive statement of the Agreement
between the parties, and supersedes all prior proposals and understandings,
oral
or written, including all prior drafts and negotiations, relating to the subject
matter of this Agreement. The parties expressly disclaim reliance on any
representations, warranties or other agreements not specifically set forth
in
this written Agreement. No change, amendment or modification of any provision
of
this Agreement shall be valid unless set forth in writing and signed by the
party to be bound thereby.
Article
11
Force
Majeure and Delays
11.1 Neither
party shall be liable for delays or failure to perform in accordance with the
terms and conditions of this Agreement on account of strikes, lockouts,
accidents, fires, delays in manufacturing, delays of carriers, disruption in
communications, disruption in banking services, acts of God, governmental
actions in the United States, state of war or any other causes which are
unforeseeable or are beyond the control of the parties, whether or not similar
to those enumerated. The party so affected shall give prompt notice to the
other
party of such cause and shall take whatever reasonable steps are necessary
to
relieve the effect of such cause as rapidly as possible.
11.2 Whitetail
shall not be liable for delays in its performance of services in accordance
with
the terms and conditions of this agreement if caused by the failure of
Bedminster to provide timely cooperation to Whitetail as set forth here above
at
Article Three.
-6-
Article
12
Waiver
The
parties to this Agreement acknowledge that a party to this Agreement shall
not
by act, delay, and admission or otherwise be deemed to have waived any of its
rights and remedies unless such waiver is in writing.
Article
13
Assignment
Either
party may assign any right, interest or benefit under this Agreement, to a
subsidiary or an affiliated entity, with the prior written consent of the other,
which consent shall not be unreasonably withheld.
Article
14
Applicable
law, Venue and Jurisdiction
14.1
This
Agreement shall be governed by, construed and interpreted exclusively in
accordance with the laws, rules and regulations of the State of New Jersey,
without regard to any conflict of laws.
14.2
The
courts of the State of New Jersey shall have, and the parties irrevocably
consent to the sole jurisdiction over any matter related to this Agreement.
Article
15
Relationship
of the parties
Whitetail
will be acting at all times as an independent contractor and not as an agent,
representative or employee of Bedminster, except as specifically authorized
by
Bedminster and/or as specifically set forth in this agreement. Whitetail
represents that it is generally engaged in performing consulting services and
seeks other consulting engagements. Whitetail is not authorized to and agrees
not to make any representations or commitments or to hold itself out as an
agent
of Bedminster, except to the extent specifically authorized in writing by
Bedminster. It is understood and agreed that Whitetail will indemnify and hold
harmless Bedminster for and against any claims for damages, compensation or
injury made against Bedminster or any of its subsidiaries or employees, by
any
person, including any person in Whitetail’s employment or any subcontractor, for
any willful misconduct, gross negligence or for willful violation of law or
applicable regulation in the performance of the services contemplated by this
Agreement by Whitetail or any subcontractor. Anything in this Agreement to
the
contrary notwithstanding, no party hereto assumes nor shall it be liable for
any
of the liabilities or obligations of the other party, whether past, present
or
future.
-7-
Article
16
Indemnification
and hold harmless.
16.1 Except
as
otherwise provided in this Agreement, Whitetail assumes no responsibility under
this Agreement other than to render the services called for in good faith and
shall not be responsible for any action of the Board of Directors in following
or declining to follow any advice or recommendations of Whitetail. Whitetail,
its directors, officers, stockholders and employees will not be liable to
Bedminster, any subsidiary of Bedminster, its subsidiary's stockholders or
the
unaffiliated directors for any acts or omissions by Whitetail, its directors,
officers or employees under or in connection with this Agreement, except by
reason of acts or omissions constituting bad faith, willful misconduct, gross
negligence or reckless disregard of their duties under this Agreement or
violation of law or applicable regulation. Bedminster and its subsidiaries
shall
reimburse, indemnify and hold harmless the Whitetail, its directors, officers,
stockholders and employees of and from any and all expenses, losses, damages,
liabilities, demands, charges and claims of any nature whatsoever, including,
without limitation, attorneys' fees, in respect of or arising from any acts
or
omissions of Whitetail, its directors, officers and employees made in good
faith
in the performance of the Whitetail's duties under this Agreement and not
constituting bad faith, willful misconduct, gross negligence or reckless
disregard of its duties or willful
violation
of law or applicable regulation.
16.2 Whitetail
and its subsidiaries shall reimburse, indemnify and hold harmless Bedminster,
its directors, officers, stockholders and employees of and from any and all
expenses, losses, damages, liabilities, demands, charges and claims of any
nature whatsoever, including, without limitation, attorneys' fees, in respect
of
or arising from any acts or omissions of Whitetail, its directors, officers
and
employees constituting bad faith, willful misconduct, gross negligence or
reckless disregard of its duties or willful
violation
of law or applicable regulation.
Article
17
Representations
and Warranties
17.1 Bedminster
represents and warrants to Whitetail
as follows:
a.)
Bedminster is duly organized, validly existing and in good standing under
the
laws of New Jersey has the power to own its assets and to transact the business
in which it is now engaged and is duly qualified and in good standing under
the
laws of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except for failures to
be
so qualified, authorized or licensed that could not in the aggregate have a
material adverse effect on the business operations, assets or financial
condition of Bedminster and its subsidiaries, taken as a whole.
-8-
b.)
Bedminster has the power and authority to execute, deliver and perform this
Agreement and all obligations required and has taken all necessary action to
authorize this Agreement and the execution, delivery and performance of this
Agreement and all obligations required. Except as shall have been obtained,
no
consent of any other person including, without limitation, stockholders and
creditors of Bedminster, and no license, permit, approval or authorization
of,
exemption by, notice or report to, or registration, filing or declaration with,
any governmental authority is required by Bedminster in connection with this
Agreement or the execution, delivery, performance, validity or enforceability
of
this Agreement and all obligations required. This Agreement has been, and each
instrument or document required will be, executed and delivered by a duly
authorized officer of Bedminster, and this Agreement constitutes, and each
instrument or document required when executed and delivered hereunder will
constitute, the legally valid and binding obligation of Bedminster enforceable
against Bedminster in accordance with its terms.
c.)
The
execution, delivery and performance of this Agreement and the documents or
instruments required will not violate any provision of any existing law or
regulation binding on Bedminster,
or any
order, judgment, award or decree of any court, arbitrator or governmental
authority binding on Bedminster,
or the
governing instruments of, or any securities issued by, Bedminster
or of
any mortgage, indenture, lease, contract or other agreement, instrument or
undertaking to which Bedminster
is a
party or by which Bedminster
or
any of
its assets may be bound, the violation of which would have a material adverse
effect on the business operations, assets or financial condition of Bedminster
and its subsidiaries, taken as a whole, and will not result in, or require,
the
creation or imposition of any lien on any of its property, assets or revenues
pursuant to the provisions of any such mortgage, indenture, lease, contract
or
other agreement, instrument or undertaking.
17.2 Whitetail
represents and warrants to Bedminster that:
a.)
Whitetail is duly organized, validly existing and in good standing under the
laws of New Jersey has the power to own its assets and to transact the business
in which it is now engaged and is duly qualified and in good standing under
the
laws of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except for failures to
be
so qualified, authorized or licensed that could not in the aggregate have a
material adverse effect on the business operations, assets or financial
condition of Bedminster and its subsidiaries, taken as a whole.
b) Whitetail
has the power and authority to execute, deliver and perform this Agreement
and
all obligations required and has taken all necessary action to authorize this
Agreement and the execution, delivery and performance of this Agreement and
all
obligations required.
-9-
Except
as
shall have been obtained, no consent of any other person including, without
limitation, stockholders and creditors of Whitetail, and no license, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
by Whitetail in connection with this Agreement or the execution, delivery,
performance, validity or enforceability of this Agreement and all obligations
required. This Agreement has been, and each instrument or document required
will
be, executed and delivered by a duly authorized officer of Whitetail, and this
Agreement constitutes, and each instrument or document required when executed
and delivered hereunder will constitute, the legally valid and binding
obligation of Whitetail enforceable against Whitetail in accordance with its
terms.
c.) The
execution, delivery and performance of this Agreement and the documents or
instruments required will not violate any provision of any existing law or
regulation binding on Whitetail,
or any
order, judgment, award or decree of any court, arbitrator or governmental
authority binding on Whitetail,
or the
governing instruments of, or any securities issued by, Whitetail
or of
any mortgage, indenture, lease, contract or other agreement, instrument or
undertaking to which the Company is a party or by which Whitetail
or any
of its assets may be bound, the violation of which would have a material adverse
effect on the business operations, assets or financial condition of Whitetail
and its subsidiaries, taken as a whole, and will not result in, or require,
the
creation or imposition of any lien on any of its property, assets or revenues
pursuant to the provisions of any such mortgage, indenture, lease, contract
or
other agreement, instrument or undertaking.
Article
18
Travel
and other expenses
18.1
Bedminster shall reimburse Whitetail for all reasonable travel and related
out-of-pocket expenses incurred in rendering Services. Travel expenses shall
include the actual, reasonable cost of any travel to a location more than 50
miles from Whitetail’s primary work location, the actual, reasonable costs of
meals, parking and the actual, reasonable costs of necessary
lodging.
18.2
Travel expenses and other expenses will be invoiced and reimbursement made
by
Bedminster on a monthly basis.
18.3.
All
travel expenses expected to exceed $500 shall require prior written approval
from Bedminster.
-10-
Article
19
Invoices
and Payments
19.1
Work
by Whitetail
shall only commence once both parties have executed this agreement and Whitetail
has received payment of the initial fee in the sum of $2,000.00 as set forth
in
Article 4.
19.2
Payment is to be made exclusively to Whitetail’s corporate entity unless
otherwise agreed upon by the parties. Whitetail will be solely responsible,
and
pay all applicable taxes and withholding, for all of its subcontractors and/or
employees.
19.3 whitetail
shall invoice Bedminster by the 15th
of each
month for all fees earnbed during the previous mionth and for the reimnbursement
of all expenses. These invoices shall be due and payable upon receipt by
Bedminster.
19.4
Late
payments shall incur interest at the prime rate, as published by The Wall Street
Journal, plus two percent (2%) after 45 days.
Article
20
Recourse
and remedies
Except
as
otherwise expressly stated herein, all rights and remedies of the parties under
this Agreement shall be cumulative and not exclusive.
Article
21
Modifications
and amendments
This
Agreement shall not be changed, modified or amended except by an instrument
in
writing signed by or on behalf of the parties hereto.
Article
22
Notices
22.1 All
notices, demands, requests or other communications (collectively, “Notices”)
which
may be or are required to be given, served, or sent by any party to any other
party pursuant to this Agreement shall be in writing and shall be hand delivered
or transmitted by telecopy (with the original to be sent the same day by Federal
Express or other recognized overnight delivery service) or by Federal Express
or
other recognized overnight delivery service addressed to the recipient at its
address set forth below (or at such other address as the recipient may
theretofore have designated in writing).
-11-
Each
notice, demand, request or communication which shall be hand delivered or mailed
in the manner described shall be deemed sufficiently given, served, sent,
received, or delivered for all purposes on the first Business Day following
the
day the notice is delivered to the addressee (with the delivery receipt, or
the
affidavit of messenger being deemed conclusive (but not exclusive) evidence
of
such delivery) or the first Business Day following the day that delivery of
the
Notice is refused by the addressee upon presentation. Each notice, demand,
request or communication which shall be telecopied in the manner described
above
shall be deemed sufficiently given, served, sent, received, or delivered for
all
purposes on the first Business Day following the date of such telecopy. Subject
to the above, all Notices shall be addressed as follows:
|
If
to Bedminster:
|
Bedminster
Capital
Corp.
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn.
: ▇▇▇▇ ▇▇▇▇▇▇▇▇
If
to
Whitetail:
Whitetail
Group, LLC
▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn
: ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
22.2
Either
party may change the notices address by giving notice thereof to the other
party
in the manner set forth above.
Article
23
Severability
If
any
provisions of this Agreement are held invalid or unenforceable, such invalidity
or unenforceability shall not affect the validity or enforceability of the
other
portions thereof, all of which provisions are hereby declared
severable.
Article
24
Headings
All
section headings and titles are inserted herein for convenience and ready
reference only and are without contractual significance or effect and shall
not
be considered in the interpretation of the respective sections.
Article
25
Counterparts
This
Agreement may be executed in multiple counterparts.
-12-
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
|
The
Whitetail Group, LLC
|
|
|
By /s/
|
By
/s/
|
|
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
Title:
Managing Member
|
Title:
President.
|
|
Date:
March 1, 2007
|
Date:
March 1, 2007
|
-13-
Exhibit
“A”
Description
of services and remuneration
Acquisitions
| 1. |
Solicit
from the market proposed transactions that meet the investment criteria
of
the Client.
|
| 2. |
Proceed
with a review of the proposals, meet with the seller and/broker to
obtain
data and financial information on the proposed
transaction.
|
| 3. |
Prepare
and submit to the Client a term sheet on the proposed transaction.
|
| 4. |
Meet
with Client to seek preliminary approval of a proposed transaction,
subject to due diligence and final approval from the Board of Directors
of
the Client.
|
| 5. |
Cause
the execution of a purchase agreement, subject to due diligence and
final
approval by the Board of the
Client.
|
| 6. |
Retain
on behalf of the owner such professionals and acquire such services
as are
reasonably necessary to perform due diligence. These services include,
but
are not limited to: legal services, engineering, independent appraisers,
environmental experts, title insurance
etc.
|
| 7. |
Negotiate
a proposed agreement with the Seller after due
diligence.
|
| 8. |
Identify
appropriate financing and negotiate terms and conditions of
financing.
|
| 9. |
Coordinate
loan application.
|
| 10. |
Submit
the final proposed contract for approval by the Board of
Directors.
|
| 11. |
Coordinate
and proceed with the closing.
|
| 12. |
Post
closing review of closing
documents.
|
| 13. |
Selection
of appropriate property management.
|
| 14. |
Retain
property manager and transfer of documents and information to the
property
manager.
|
-14-
| 15. |
Transfer
to owner of closing documents, with a report on the completion of
the
transaction.
|
For
these
services, Whitetail shall receive the following compensation:
| 1. |
At
closing, a fee of 1.5% on the purchase price of the
property.
|
Re-financing
At
the
request of the Board of Directors, Whitetail can assist in the refinancing
of a
property owned by the Client as follows:
| 1. |
Obtain
and review financial information on the property as provided by the
Client.
|
| 2. |
Identify
lenders for the proposed refinancing of the
property.
|
| 3. |
Prepare
an appropriate term sheet to solicit proposals from
lenders.
|
| 4. |
Negotiate
with the lender(s) terms and conditions for the proposed new
loan.
|
| 5. |
Submit
for approval a term sheet for the new
loan.
|
| 6. |
Coordinate
the flow of information and data requested by the
lender.
|
| 7. |
Retain
on behalf of the Client (and at Client expense) professional services
and
other services required to proceed with closing, including but not
limited
to legal services.
|
| 8. |
Coordinate
the closing.
|
| 9. |
Transfer
to owner of closing documents, with a report on the completion of
the
transaction.
|
For
these
services, Whitetail shall receive the following compensation:
| 1. |
Upon
closing, a fee of 0.75% of the gross amount of the
refinancing.
|
-15-
Lease
up and lease renewals
| 1. |
Define
lease renewal and lease-up strategies on behalf of the owner and
submit
its views to the Board of Directors.
|
| 2. |
Prepare
a comprehensive market assessment of the rental market and draft
a term
sheet for the spaces or properties offered for lease or lease
renewal.
|
| 3. |
Select
appropriate real estate brokers and negotiate terms and conditions
of
brokerage agreements.
|
| 4. |
Prepare
information and documentation necessary for brokers to operate
effectively.
|
| 5. |
Assist
brokers in the showing of the property, including, where necessary
participate in the preparation of
brochures.
|
| 6. |
Qualify
the prospective renters to include amongst other means, credit checks
and
assessment of referrals.
|
| 7. |
Retain,
where appropriate, legal counsel to prepare proposed leases. At its
discretion and depending on the circumstances, Whitetail may use
standard
leases without the use of legal
counsel.
|
| 8. |
Seek
prior approval of leases from the Board of
Directors.
|
| 9. |
Cause
and coordinate the closing of
leases.
|
| 10. |
Coordinate
the transfer of lease information and documentation to the property
manager.
|
For
these
services, Whitetail shall receive the following compensation:
| 1. |
In
the event of a lease renewal, a fee equal to 0.5% of the gross rent,
paid
out monthly, over the term of the
lease.
|
| 2. |
In
the event of a lease with a new tenant, a fee equal to 1.25% of the
gross
rent, paid monthly over the term of the lease.
|
-16-
Sale
of an Asset
At
the
request of the Board of Directors, Whitetail can assist in the sale of a
property owned by the Client.
| 1. |
Obtain
and review financial information on the property as provided by the
Client.
|
| 2. |
Prepare
a sale brochure and term sheet for the
property.
|
| 3. |
Seek
preliminary approval for the sale of the property by the
Client.
|
| 4. |
Identify
appropriate broker and negotiate a brokerage
agreement.
|
| 5. |
Represent
the Client in the sale process to include participation in site visits
by
potential buyers and provide them with all documents requested and
required by the potential buyers and their lenders to proceed with
the
proposed transaction.
|
| 6. |
Review
of the offers and negotiate a proposed contract with a
buyer.
|
| 7. |
Submit
and seek the approval of the proposed offer to the Board of Directors
of
the Client.
|
| 8. |
Assist
the proposed buyer and his lender in his due
diligence.
|
| 9. |
Retain
on behalf of the Client such professional services as requited to
proceed
with a closing.
|
| 10. |
Coordinate
the closing.
|
| 11. |
Transfer
to owner of closing documents, with a report on the completion of
the
transaction.
|
For
these
services, Whitetail shall receive the following compensation:
| 1. |
Upon
closing, a fee of 1.00% of the gross amount of the sale
proceeds.
|
-17-
On-going
Management Services
| 1. |
Provide
supervisory management services for the Special Purpose Entities
(SPE) set
up for each fully owned subsidiary set up by the Company for each
asset.
|
| 2. |
Collect
net rental income from property
managers.
|
| 3. |
Pay
on behalf of the Company debt services on the various mortgages in
each
SPE.
|
| 4. |
Provide
the lenders with such documents and/or information as are required
pursuant to the loan documents.
|
| 5. |
Pay
on behalf of the Company and/or its SPE’s all property
taxes.
|
| 6. |
Secure
and maintain all permits and/or licenses or such reporting as may
be
required under state or local laws, rules, regulations and
ordinances.
|
| 7. |
Review
the monthly reports submitted by the property
managers.
|
| 8. |
Obtain,
negotiate and pay on behalf of the company all asset related
insurances.
|
| 9. |
Assist
in the selection of all property managers, supervise the activities
of the
property managers on a regular basis,. Meet, whenever appropriate
but not
less than every quarter, with the respective property managers for
each
SPE for the purpose of reviewing pending issues related to the property
and subsequently, submit a written report to the board of directors
of the
company. Property Managers fees shall not exceed 3.25% of the subject
property’s gross revenues.
|
| 10. |
Inspect,
whenever appropriate, but not less than every quarter, the properties
of
each SPE. Subject to limitations placed on it by the Budget, Whitetail
shall cause
each property
to
be maintained in
a first class manner, comparable to similar
properties in the area of such property.
Such maintenance shall include, but not necessarily be limited to,
interior and exterior cleaning, painting, decorating and maintenance,
both
preventative and otherwise, of all systems and improvements which
are a
part of the subject property.
|
| 11. |
Review
whenever appropriate but not less than every quarter, leases for
each
property and have the leases reviewed by legal counsel as
required.
|
| 12. |
Coordinate
the renegotiation, renewal, termination or release of property with
property managers and legal
counsel.
|
| 13. |
In
the event a tenant default on a lease, for non payment or other reasons,
coordinate with the property managers the appropriate action, including
but not limited to initiate collection procedures, eviction and/or
legal
action.
|
-18-
| 14. |
Promptly
inform the Board of issues that require Board attention and/or action
and
wherever appropriate make recommendations as to how to address the
situation.
|
| 15. |
Coordinate
the transmittal of data to the company for audit and tax
purposes.
|
| 16. |
At
all times:
|
| a. |
Keep
books and records in a comprehensive and appropriate
manner.
|
| b. |
Keep
books and records available upon reasonable notice for review by
the
Company.
|
| c. |
Be
available to participate to meetings with representatives of the
Company
to review activities.
|
For
these
services, Whitetail shall receive the following compensation:
| 1. |
Upon
consummation of the initial property acquisition by Bedminster, a
one time
infrastructure development fee of
$10,000.00
|
| 2. |
Commencing
after the initial property acquisition, a fee equal to the greater
of
1.75% of the gross rental income or $2,500.00, paid
monthly.
|