Exhibit 10.3
MANAGEMENT AGREEMENT
This Agreement is between TCTB COMPANY, INC. a Texas corporation, AMEN
PROPERTIES, INC., a Delaware corporation, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇
BROTHERS INVESTMENTS, a Texas general partnership, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇, HAMPSHIRE PLAZA GARAGE LLC., a New Hampshire limited liability
company, and S.E.S. INVESTMENTS, LTD., a Texas limited partnership, (all of whom
are collectively referred to as "Owners"), and TCTB MANAGEMENT GROUP, LLC., a
Texas limited liability company (the "Manager").
ARTICLE 1
TERM
1.01. This Agreement is effective beginning September 29, 2006, and will
continue in effect until August 31, 2007 and thereafter (the "expiration date"),
unless terminated as the Agreement provides.
ARTICLE 2
CONSIDERATION
2.01. This Agreement is made in consideration of the personal services that
the Manager will perform, and the reimbursement that the Owner will pay, as this
Agreement describes.
ARTICLE 3
DESCRIPTION OF PREMISES
3.01. The Premises (the "Premises") subject to this Agreement are the
following properties, more specifically described on Exhibit A attached hereto:
(a) The Bank of America Building, located at ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇;
(b) The Century Plaza Building, located at ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇; and
(c) The Bank of America Parking Lot, located at ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇.
ARTICLE 4
APPOINTING MANAGER AS OWNER'S AGENT
Manager as Owner's Independent Contractor
4.01. The Owner appoints the Manager as exclusive agent for managing the
Premises, and the Manager accepts the appointment, subject to this Agreement.
During the term of this Agreement, the Manager may accept work performing
similar services for other property owners. The Manager will act on behalf of -
and subject to - the Owner's control. Subject to the voting requirements in
Section 19.13 below in this Agreement, whenever Owner's "approval" or "consent"
is required, Email's and other writings directly to the Manager from Owners of
the undivided interests in the Premises will constitute evidence of such
"approval or "consent." But the Owner may not control the details of the
Manager's work; thus, the Manager will be an independent contractor of the
Owner. The Manager will not be considered a partner or joint venturer with the
Owner and thus will not be liable for financial losses relating to ownership of
the Premises.
ARTICLE 5
PROFESSIONAL MANAGEMENT SERVICES
5.01. The Manager will furnish the services of its organization, exert its
best efforts, and exercise the highest professional skill and competence in
managing the Premises to provide the Owner with the maximum economic return
consistent with proper management principles. The Manager will comply with all
federal, state, and local laws, ordinances, regulations, orders, and other legal
requirements that now or during the term of this Agreement apply to the Premises
and will manage the Premises as this Agreement provides.
ARTICLE 6
MANAGER'S DUTIES RELATING TO LEASING AND TENANTS
Negotiating and Executing Leases
6.01. The Manager will use all reasonable efforts to keep the Premises
fully leased by retaining existing creditworthy tenants and procuring new
tenants. As the Owner's agent, the Manager has, and is hereby granted, power and
authority to negotiate and execute initial leases and renewals, modifications,
and terminations of existing leases. The Manager will lease all space according
to this Agreement. The Manager may set and change rental rates and the amounts
of other tenant charges relating to the Premises subject to Owner's approval.
Manager as Exclusive Leasing Agent
6.02. The Manager is the Owner's exclusive agent in leasing the Premises.
Advertising for Tenants
6.03. The Manager may advertise the availability of rental space in the
Premises by using appropriate communications media, signs on the Premises, and
by the use of floor plans, solicitation aids, and economic surveys as
appropriate to market the space. All advertising expenses will be expenses of
the Premises.
Investigating Prospective Tenants
6.04. The Manager will investigate the financial responsibility, moral
character, and general reputation of prospective tenants as necessary and
reasonable to protect the Owner against financial loss and to protect the
Premises and other tenants against physical injury or damage. The Manager may
obtain credit reports about prospective tenants from reputable credit-reporting
bureaus in accordance with applicable law. The cost of such reports is an
expense of the Premises.
Security Deposit
6.05. Normally, as a provision in each lease of space in the Premises, the
Manager will require the tenant to pay a security deposit of at least one
month's rent on executing the lease or on a specified date before tenant
occupies the space. But the Manger may require a lesser amount or no deposit if
the Manager determines that (1) the security deposit is a material consideration
in a prospective tenant's decision to lease space, (2) it is unlikely that a
better tenant would lease the space within a reasonable period, and (3) the
prospective tenant's financial condition and integrity present a small risk of
loss to the Owner. If the Manager does not require a tenant to pay the normal
amount of a security deposit for a unit, the Manager will include a memo in the
tenant's file describing the circumstances justifying the decision to reduce or
eliminate the security-deposit requirement.
The Manager will collect, deposit, and disburse security deposits according
to each lease and the requirements of the law. Tenants' security deposits will
be deposited not later than the first banking day following the day of receipt.
The Manager will deposit security deposits in the same account with all other
accounts and funds, with a bank or other financial institution whose deposits
are insured by an agency of the United States Government. This account will be
in the name of the Owner with the Manager as the Owner's agent.
Collecting Rent and Other Tenant Charges
6.06. The Manager will collect when due all rents, charges, and other
amounts due to the Owner relating to the Premises. Such receipts will be
deposited not later than the first banking day following the day of receipt.
Those receipts will be deposited in an account with a bank or other financial
institution whose deposits are insured by an agency of the United States
Government. This account (the "Premises Operating Account") will be in the name
of the Owner with the Manager as the Owner's agent. Interest accruing in the
Premises Operating Account (if any) will be retained as income belonging to the
Owner.
Enforcing Leases
6.07. The Manager is responsible for:
(a) Serving notices on tenants to vacate the premises when the Manager
deems necessary.
(b) Bringing any legal proceeding to recover possession of leased premises
and/or unpaid rent or other amounts due to the Owner when the Manager
deems necessary.
(c) Compromising and settling lawsuits against tenants with the Owner's
specific approval.
(d) Incurring collection fees and costs, and legal fees. These fees and
costs are expenses of the Premises and will be reimbursed to Manager.
ARTICLE 7
FINANCIAL MANAGEMENT
Disbursements from Premises Operating Account
7.01. When the following items are payable, the Manager will make the
disbursements promptly from the funds deposited in the Premises Operating
Account. These expenses will be paid in the following order:
(a) Any payments in connection with any mortgages secured by the Premises,
including but not limited to amounts due for principal amortization,
interest, mortgage insurance premiums, ground rents, taxes and
assessments, and fire - and other hazard - insurance premiums.
(b) All sums otherwise due and payable by the Owner as operating expenses
or repairs or maintenance of the Premises that the Manager authorizes
to be incurred under this Agreement.
(c) Reimbursement amounts payable to the Manager under this Agreement.
(d) Net revenues due to the Owner. For these purposes "net revenues" means
amounts remaining after items 7.01(a), (b) & (c) above, Section 7.02
below.
Manager's Overhead Expenses
7.02. The Manager's office-overhead expenses are the reasonable expenses of
the Premises and will not be borne by the Manager,. These items of overhead
include but are not limited to Manager's reasonable allocation of utilities,
telephone, postage, supplies, and office equipment but shall not exceed $20,000
per month without prior consent of the Owners. The Manager will disburse to the
Owners their respective shares of net revenues within 3 months from receipt of
such revenues.
Owner's Direct Expenses
7.03. The Owner will make all payments for the following items, which are
not expenses of the Premises: auditing costs, and legal services related to the
Premises other than evictions.
Financial Control System
7.04. The Manager will organize and maintain a system of controls to ensure
that obligations will be incurred only if authorized as this Agreement provides.
The control system will also ensure that bills, invoices, and other charges be
paid from the Premises Operating Account only if authorized as this Agreement
provides and the appropriate value has actually been received. In carrying out
this responsibility, the Manager will authorize only supervisory personnel to
incur obligations and authorize payment for goods and services related to the
Premises, except that the Manager may authorize other employees to incur
obligations for goods and services to be paid from a ▇▇▇▇▇-▇▇▇▇ fund in an
amount not to exceed $500.00 in any one calendar month.
Expenditures Not Authorized in Approved Budget
7.05. The Manager shall prepare an annual budget for the Premises by
December 15th of each calendar year, which budget will be approved by the
Owners. The Manager will not incur expenses exceeding the amounts authorized on
a monthly basis for each item in an approved budget except budget variances
within an acceptable range, (i.e. 5% or $250.00, whichever is greater). The
Manager will keep the Owner informed of any actual or projected deviation from
the receipts or disbursements stated in the approved budget. Except for the
disbursements authorized in this Agreement, funds will be disbursed from the
accounts described in this Agreement only as the Owner may direct in writing
from time to time.
Deficiency in Premises Operating Account
7.06. If the balance in the Premises Operating Account is insufficient to
pay projected disbursements due and payable within a thirty (30) day period, the
Manager will notify the Owner of that fact in writing as soon as the Manager
becomes aware of it. The notice will describe in detail funds available and
projected income and expenses. Promptly after receiving this notice, the Owner
will remit to the Manager sufficient funds to cover the deficiency. The Manager
is not required to use its own funds to cover a deficiency in the Premises
Operating Account.
ARTICLE 8
OPERATING AND MAINTAINING THE PREMISES
Manager's Responsibility to Maintain Premises
8.01. The Manager will cause the Premises to be maintained and repaired
according to applicable law, this Agreement, the Owner's written instructions,
and sound management policies. Maintenance and repair includes, but is not
limited to, cleaning, painting, decorating, plumbing, carpentry, grounds care,
and any other maintenance and repair work that may be necessary. The Manager
will buy all materials, equipment, tools, appliances, supplies, and services
necessary for properly maintaining and repairing the Premises. All such
purchases to be made from Premises Operating Account.
Manager's Specific Duties
8.02. The Manager will perform the following specific duties:
(a) Giving special attention to preventive maintenance. The services of
regular maintenance employees will be used to the greatest extent
feasible.
(b) Contracting with qualified independent contractors for maintaining and
repairing air-conditioning systems and elevators, and for
extraordinary repairs beyond the capability or time constraints of
regular maintenance employees.
(c) Contracting for water, gas, electricity, extermination, cable
television, telephone service, internet access, and other goods and
services necessary in operating and maintaining of the Premises.
(d) Receiving and investigating all service requests from tenants,
promptly taking any necessary action, and keeping records of the
requests and services provided. The Manager will make arrangements to
receive and respond to emergency requests on a twenty-four (24) hour
basis. After investigation, the Manager will report serious
maintenance problems to the Owner.
(e) Complying with all building codes, zoning, and licensing requirements,
and other requirements of federal, state, or local authorities having
jurisdiction over the Premises. The Manager will notify the Owner
promptly of all written orders, notices, and other communications
received by the Manager from any such authority regarding these
requirements. The Manager will comply with a governmental requirement
unless the Owner instructs the Manager not to comply with the
requirement on the ground that it is invalid or on any other
legitimate ground. The Owner will indemnify and defend the Manager
from any liability incurred by the manager for complying with an
instruction of the Owner that is contrary to a governmental
requirement.
Dollar Limitation of Manager's Authority
8.03. Regardless of the other provisions in this Agreement, the Manager may
not authorize any expenditure in any one instance for labor, materials, or
otherwise in connection with maintaining and repairing the Premises in excess of
$20,000.00 without the Owner's prior approval. This limitation does not apply to
(1) recurring expenses within the limits of the approved budget, (2) emergency
repairs involving manifest danger to persons or property, or (3) expenses
necessary to avoid suspension of any necessary service to the Premises. If the
Manager makes an expenditure exceeding the limit in an emergency or to avoid
suspension of necessary service, the Manager will inform the Owner of the facts
as promptly as reasonably possible.
Structural Changes and Major Alterations
8.04. The Manager may not authorize any structural changes or major
alterations to the Premises without the Owner's prior written consent.
ARTICLE 9
RECORDKEEPING AND REPORTING REQUIREMENTS
Books and Records
9.01. The Manager will maintain accurate, complete, and separate books and
records according to generally accepted accounting standards and procedures. The
records will show income and expenditures relating to operation of the Premises
and will be maintained so that individual items and aggregate amounts of
accounts payable and accounts receivable, available cash, and other assets and
liabilities relating to the Premises may be readily determined at any time.
Monthly Reports
9.02. For each month, the Manager will furnish to the Owner a detailed
statement of all receipts and disbursements. Each monthly statement will be
furnished on or before the 15th day of each month covering the previous month's
activity. The statements must include summaries showing the income and expenses
for the month and fiscal year to date compared to current period and year to
date budget and show a reconciliation of variances from the approved budget.
These statements must also be supported by canceled checks, vouchers, invoices,
and similar documentation covering all items of income and expense.
Annual Reports
9.03. For each fiscal year ending during the term of this Agreement, if the
Owner requests in writing, the Manager will arrange for a certified public
accountant to prepare an annual financial report based on his or her examination
of the books and records maintained by the Manager. The accountant and Manager
will certify the report, which will be submitted to the Owner within one hundred
twenty (120) days after the end of the fiscal year. Compensation for the
accountant's services is an expense of the Owner.
Preparing Payroll-Tax Returns
9.04. The Manager will prepare and file all required payroll-tax returns
and other documents, including but not limited to those required under the
Federal Insurance Contribution Act and the Federal Unemployment Tax Act, and any
similar federal, state, or local legislation, and all withholding-tax returns
required for employees of the Manager whose work relates to the Premises. Taxes
paid in connection with these returns are an expense of the Premises.
Information Requested by Owner
9.05. The Manager will furnish any information relating to the financial,
physical, or operational condition of the Premises, including but not limited to
occupancy reports that the Owner may request from time to time.
Owner's Inspection of Books and Records
9.06. At any reasonable time, the Owner may inspect the books and records
kept by the Manager relating to the Premises, including but not limited to all
checks, bills, invoices, statements, vouchers, cash receipts, correspondence,
and all other records dealing with management of the Premises. The Owner may
exercise these rights in person, or through the Owner's attorney or accountant
or other representative.
Audit
9.07. At any reasonable time, the Owner may have an audit made of all
account books and records relating to management of the Premises. The cost of
any audit is an expense of the Owner.
ARTICLE 10
INSURANCE
Obtaining Coverage
10.01. When initially considering obtaining insurance and when considering
renewing insurance coverage, the Manager will obtain recommendations and
quotations of premium costs from at least three different insurance companies on
all forms of insurance needed to protect each Owner and the Premises. The types
of insurance coverage that the Manager will investigate include but are not
limited to workers' compensation (or alternative occupational safety program as
allowed by State Law), public liability, boiler, fire and extended coverage,
burglary and theft, moneys and securities, and forgery and alterations. After
the Manager completes this investigation, the Owner will select the types and
amounts of coverage it deems necessary, appropriate, and economically prudent.
The Manager and each Owner will be named as co-insured on all insurance policies
relating to workers' compensation (or alternative occupational safety program as
allowed by State Law), public liability, burglary and theft, moneys and
securities, and forgery and alterations insurance. Promptly after receiving
confirmation of the issuance or renewal of an insurance policy described in this
paragraph, the Manager will deliver to the Owner a copy of the confirmation and
the actual insurance policy. Insurance premiums are an expense of the Premises.
The Manager will arrange to have all insurance policies provide that notice of
default or termination will be sent to each Owner and Manager.
Insurance Claims
10.02. The Manager will promptly investigate and make a full written report
on all accidents, claims, and potential claims for damages or losses relating to
ownership, operation, and maintenance of the Premises. The report must describe
any damages to or destruction of the Premises and the estimated cost of repair.
In addition, the report must fulfill all requirements applicable to the loss or
claim imposed under the insurance policy or policies covering it.
ARTICLE 11
EMPLOYEES
Manager's Responsibilities
11.01. The Manager will hire, supervise, pay, and discharge all servants,
employees, or contractors as necessary to perform the obligations of this
Agreement. Employees hired by the Manager to manage the Premises are the
Manager's employees except as the Owner and Manager otherwise agree in writing.
Employee compensation is an expense of the Premises. The Manager will obtain
workers' compensation insurance or an alternative occupation safety program for
the employees as an expense of the Premises. The Manager will comply with all
applicable federal, state, and local laws regarding the hiring, compensation,
and working conditions of employees.
ARTICLE 12
LEGAL AND ACCOUNTING SERVICES
Retaining Legal and Accounting Services
12.01. The Manager may consult with an attorney or accountant if needed to
comply with this Agreement. The Manager will refer matters relating to the
Premises that require legal or accounting services to qualified professionals.
The Manager will select the attorneys and accountants retained to provide the
services. The costs of legal and accounting services obtained by the Manager in
its capacity as the Owner's agent are an expense of the Premises.
Owner's Income Tax Return
12.02. Each Owner is responsible for preparing his or its income-tax
return. The Manager will maintain the records and prepare reports relating to
the Premises in a manner convenient for the Owner's accountant to prepare the
Owner's income-tax return.
ARTICLE 13
COMPENSATION FOR MANAGER'S SERVICES
13.01. Manager shall not be entitled to compensation other than the
reimbursements set forth above.
ARTICLE 14
WARRANTIES
14.01. The parties respectively warrant that they (1) have full authority
to execute this Agreement, (2) have disclosed fully all material information
relating to the subject of this Agreement, and (3) have no knowledge of any
actual or apparent conflicts of interest not disclosed to the other party in
writing. The Manager warrants that it has substantial experience in managing
property similar to the Premises and that it is competent to perform the
required duties under this Agreement. At the time of execution of this
Agreement, to the best of the Owner's knowledge, the Premises comply with all
legal requirements, including but not limited to zoning regulations, building
codes, and health and safety requirements.
ARTICLE 15
INDEMNITY AND CONTRIBUTION
Contract Liability
15.01. The Owner will indemnify the Manager for all contract liability for
obligations incurred by the Manager that the Manager believed in good faith were
authorized by the Owner. The Manager will indemnify the Owner for all contract
liability for obligations incurred by the Manager that the Manager did not
believe in good faith were authorized by the Owner.
Tort and Statutory Liability
15.02. The Owner will indemnify the Manager for all tort or statutory
liability related to the Premises that is not caused by the Manager's grossly
negligent, reckless, or intentional act or omission that arises from an act or
omission that the Manager believed in good faith was authorized by the Owner.
The Owner will indemnify the Manager for liability arising from the Manager's
negligence related to the Premises if the Manager believed in good faith that
the Owner authorized the Manager's act or omission. The Manager will indemnify
the Owner for all tort or statutory liability related to the Premises that is
caused by the Manager's grossly negligent, reckless, or intentional act or
omission or that arises from an act or omission that the Manager did not believe
in good faith was authorized by the Owner.
Legal Representation and Fees
15.03. If one party indemnifies the other under any provision of this
Agreement, the indemnitor will defend and hold the other harmless, and the
indemnitor will pay the indemnitee's reasonable attorney's fees and costs.
Allocation of Liability When Both Parties Are Responsible
15.04. The allocation of tort and statutory liability caused by the act or
omission of both parties will be determined as provided by law.
ARTICLE 16
ASSIGNMENT
General Prohibition of Assignment
16.01. Except as this Agreement may otherwise provide, neither party may
assign it without the other party's prior written consent under any
circumstance, including when a party is a debtor in a bankruptcy proceeding.
This provision does not limit either party's right to assign this Agreement to
an affiliate or related person or entity when the obligations assigned will be
performed by substantially the same persons. Any unauthorized assignment is
void.
Sale of Property
16.02. The Owner may assign its rights and obligations under this Agreement
to a buyer of the entire Premises without the Manager's consent. If the Owner
sells part but not all of the Premises, the Manager may be required to manage
the entire Premises but will not be required to enter into a separate contract
with the buyer of the portion sold or to provide separate reports or budgets for
the separate portions.
ARTICLE 17
RENEWAL
17.01. Unless written termination notice from either party is received by
the other at least thirty (30) days before the expiration date of this
Agreement, the Agreement will renew automatically. The renewed agreement will
contain the same terms as stated here. The renewal term will be one (1) year,
unless a shorter period is designated.. The same provision for notice and
renewal will apply to each renewal term. If termination notice or a proposal to
modify the agreement from one party is received by the other thirty (30) days or
more before the expiration date of this Agreement, the Agreement will terminate
on the expiration date unless both parties execute a renewal agreement. The
Manager understands that the Owner retains the right to approve the renewal of
this Agreement or terminate this Agreement, in the Owner's sole discretion.
ARTICLE 18
TERMINATING AGREEMENT
Termination Notice
18.01. After this Agreement has been in effect for at least sixty (60)
days, either party may terminate this Agreement at the close of business on the
last calendar day of any month by giving written termination notice to the other
party at least sixty (60) days before this Agreement terminates.
Termination on Sale
18.02. The Owner will notify the Manager at least thirty (30) days before
an anticipated transfer of all of the Owner's title to the Premises or any
property subject to this Agreement. On transfer of title under a bona fide sale,
this Agreement will terminate.
Termination of Bankruptcy
18.03. If either party (1) voluntarily files for bankruptcy or other relief
under statutes or rules relating to insolvency, (2) makes an assignment for the
benefit of creditors, or (3) is adjudicated bankrupt, either party may give
notice of termination of this Agreement. In addition, the Owner, if a debtor in
bankruptcy, will indemnify the Manager for any expenses relating to the Premises
that the Manager incurred in good faith but that bankruptcy trustee deems
improper or excessive.
Termination on Destruction of Premises
18.04. This Agreement will terminate if the Premises are destroyed totally
or to an extent that they are substantially unusable for their intended uses.
Effect of Termination
18.05. When this Agreement terminates, the following will apply:
(a) The Manager will promptly deliver to the Owner all books and records
in the Manager's possession relating to the Premises, all keys to the
Premises, and all other items of property owned by the Owner and in
the Manager's possession.
(b) The Manager will vacate any space in the Premises except as occupied
under a separate lease with the Owner.
(c) The Manager's right to compensation will cease. But the Manager will
be entitled to be compensated for services rendered before the
termination date.
(d) The agency created under this Agreement will cease, and the Manager
will have no further right and authority to act for the Owner.
(e) The indemnity provisions of this Agreement will remain in effect.
ARTICLE 19
GENERAL PROVISIONS
Parties Bound
19.01. This Agreement will bind and inure to the benefit of the parties to
this Agreement and their respective heirs, executors, administrators, legal
representatives, successors, and assigns except as this Agreement states
otherwise.
Time of Essence
19.02. Time is of the essence in this Agreement.
Nonwaiver
19.03. No delay or failure to exercise a right under this Agreement, nor a
partial or single exercise of a right under this Agreement, will waive that
right or any other under this Agreement.
Modifying Agreement
19.04. No modification of this Agreement is valid unless in writing and
signed by both parties.
Texas Law to Apply
19.05. This Agreement will be construed under Texas law. All obligations of
the parties under this Agreement are to be performed in Midland County, Texas.
Counterparts; One Agreement
19.06. This Agreement and all other copies of it are considered one
agreement. This Agreement may be executed concurrently in one or more
counterparts, each of which will be considered an original, but all of which
together constitute one instrument.
Prior Agreements Superseded
19.07. This Agreement constitutes the parties' sole agreement and
supersedes any prior understanding or written or oral agreements between them
relating to its subject matter.
Legal Construction
19.08. If a court of competent jurisdiction holds any one or more of the
provisions of this Agreement to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability will not affect any
other provision of this Agreement, which will be construed as if it had never
contained the invalid, illegal, or unenforceable provision.
Headings
19.09. The headings in this Agreement are for convenience and will not
enlarge or diminish the effect of the provisions of this Agreement.
Specific Performance
19.10. The parties declare that it is impossible to measure in money the
damages that will accrue to a party because of a failure to perform any
obligation under this Agreement. If a party institutes any proceeding to enforce
this Agreement, specific performance may be sought and obtained for any breach
of it.
Resolving Disputes
19.11. If there is a dispute between the parties, they must attempt in good
faith to resolve it to their mutual satisfaction. If they cannot resolve it
between themselves, they should select a mutually acceptable mediator to help
resolve the dispute. But no party may be forced to engage in mediation. If the
parties cannot resolve the dispute with a mediator's help, or any party refuses
to engage in mediation, the dispute will be submitted to the appropriate courts
of Midland County, Texas.
Attorney's Fees
19.12. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret this Agreement, the
prevailing party is entitled to recover reasonable attorney's fees and costs
from the other in addition to any other relief that may be awarded. The Court
may award attorney's fees and costs in the trial of the action or in a separate
action brought to litigate the issue of attorney's fees and costs.
Approval or Consent from Owner
19.13 All leases, re-leases, negotiations or renegotiations of indebtedness
secured by the Premises, renegotiation of this Agreement or renewal or extension
of this Agreement shall be with unanimous approval or consent from all Owners.
For all other approvals and consents, the Owners will be bound by vote of those
holding more than 50 percent of the interests in the Premises.
No Partnership or Co-Ownership with Managers
19.14 Owner and Manager expressly stipulate that Owner and Manager are
principal and agent only and this Agreement shall not create any co-ownership of
the Premises or any Partnership relationship between Owners and Managers.
OWNERS:
▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ TCTB Partners, Ltd.
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ By: TCTB Company, Inc., its sole
general partner
By:_____________________________
▇▇▇ ▇▇▇▇▇▇, President
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
P.O. Box 7515 McGraw Brothers Investments
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
By:_____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇,
Managing General Partner
▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Amen Properties, Inc.
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
By:_____________________________
▇▇▇ ▇▇▇▇▇▇, President
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ________________________________
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▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ________________________________
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▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ________________________________
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S.E.S. Investments,Ltd.
By: S.E.S. Management, LLC
By:_____________________________
▇▇▇ ▇▇▇▇▇, President
Hampshire Plaza Garage, LLC.
By:_____________________________
▇▇▇▇ ▇▇▇▇▇, CEO
MANAGER:
TCTB Management Group, LLC
By:_____________________________
▇▇▇ ▇▇▇▇▇▇, Manager