Exhibit 10.3
EXCLUSIVE GLOBAL LEASING AND
MANAGEMENT AGREEMENT (NON- CONTRACTED) BY AND BETWEEN CENTRO NP AND
CENTRO SUPER MANAGEMENT JOINT VENTURE 2, LLC
THIS AGREEMENT, made as of this 28
th day of March, 2008, and effective as of
April 20, 2007, by and between Centro NP LLC, a Maryland
limited liability company, with offices at 420 Lexington Avenue,
New York, New York, 10170 (“ Centro NP ”), and
Centro Super Management Joint Venture 2, LLC, a Delaware limited
liability company, with offices at 420 Lexington Avenue, New York,
New York, 10170 (hereinafter called “ Manager
”).
W
I T N
E S S E T H
:
WHEREAS, Centro NP, directly or indirectly
through one or more subsidiaries, is now or hereafter shall become
the owner of fee interests and ground lease interests in certain
parcels of land (hereinafter called, collectively, “
Premises ”), on which exist the shopping centers
indicated on Schedule A (hereinafter called, collectively, “
Projects ”);
WHEREAS, Centro NP desires that the Manager act
on behalf of itself and the owner of each of the Projects (Centro
NP and such subsidiary owners collectively, hereinafter called,
“ Owner ”) to provide herein for the leasing,
operation and maintenance of the Projects, and provide management
services to Owner; and
NOW
THEREFORE, in consideration of the mutual promises hereafter
contained, and of the sum of ONE DOLLAR ($1.00), by each to the
other in hand paid, the receipt hereof is hereby acknowledged, the
parties hereto, intending to be legally bound, covenant and agree
with each other as following:
1.
Employment
.
Owner hereby employs Manager as its sole and
exclusive agent to perform the professional and other services
described in and required by this Agreement to be performed by
Manager with respect to the Projects, and Manager undertakes said
employment as the exclusive manager for Owner and on all other
terms, conditions, provisions and qualifications set forth in this
Agreement.
2.
Services
.
The
services to be performed from time to time by Manager, with
proceeds from the operation of the Projects or funds provided by
Owner, hereunder shall include all acts necessary for the leasing,
operation, management, maintenance and supervision of the Projects
in accordance with sound commercial management practices including,
inter alia , the following:
(a)
To use due diligence in
the exercise of the powers conferred and duties assumed hereunder
in the operation, management, supervision and maintenance of the
Projects in a manner reasonably calculated to assure that the
Projects shall at all times be properly tenanted and operated,
managed and maintained at high standards, and with efficiency and
economy consistent
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with
high-quality operating practices.
(b)
To lease (investigate
tenants, negotiate and prepare leases) commercial space in the
Projects to such tenants and upon such terms as may be approved by
Owner. Owner agrees to forward to Manager all inquiries
received relating to services performed by Manager.
(c)
To negotiate with tenants
for the extension, renewal, modification, amendment or termination
of existing leases and to prepare and present to Owner such
agreements upon such terms as may be approved by Owner.
(d)
To calculate, prepare and
send bills and collect all fixed rents, percentage rents
(consistent with the law governing real estate investment trust
with the intent that all rents shall qualify as “rents from
real property” within the meaning of Section 856 of the
Internal Revenue Code) and other sums, whether payable as
additional rent or otherwise, payable (1) by tenants under
their respective leases and other agreements and (2) by other
parties under license, service and other agreements, and to obtain
and review statements of sales furnished by tenants to support
their payments of percentage rentals, and to remit the net amounts
thereof to Owner.
(e)
To enforce the performance
by the various tenants of all requirements of their respective
leases and the observance of all rules and regulations of the
Projects, by all reasonable means including, but not limited to,
the commencement or prosecution of legal proceedings and to sign
and serve in Owner’s name such notices as deemed needful or
required by Owner.
(f)
To cause the Projects to
be maintained in good operating condition and repair, and to
supervise the maintenance and operation thereof, and to do all acts
or things, in its own name as Manager for Owner, to hire such
persons, firms or corporations including, without limitation, a
commercial property manager or supervisor and public relations,
security and maintenance personnel or firms, to purchase or lease
such equipment and supplies at reasonable rates and costs
prevailing in the industry as may be necessary or desirable to
accomplish such purposes.
(g)
To keep books and records
with respect to all of the services performed or purchases, leases,
etc., made by Owner and at Owner’s direction or request and
to provide accounting services, including such services as relate
to the preparation of tax returns and annual reports.
(h)
To advise Owner of the due
dates of real estate and other similar taxes and special
assessments of which Manager has knowledge, mortgage payments and
other like items and to make payment thereof out of Owner’s
funds to the extent that Owner’s funds held by Manager are
sufficient therefore subject to Owner’s approval.
(i)
To advise Owner as to
insurance coverage for the Projects, and to procure such insurance
coverage thereon as approved by Owner.
(j)
With Owner’s
approval, to represent Owner at meetings and activities of any
Merchants’ Association formed for tenants of the Projects and
collect dues or other amounts therefore to the extent they are
payable to Owner.
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(k)
To deal with all
co-operating and participating real estate brokers.
(l)
To hereafter deposit
promptly all funds collected from the operation of the Projects or
in any way incidental thereto into designated bank accounts of the
Owner. Manager may endorse any and all checks drawn to the
order of Owner for deposit in such bank accounts. Interest on
any such account shall accrue to Owner.
(m)
To comply with the
requirements of all laws pertaining to the employment of its
employees engaged in the operation and management of the Projects,
including, but not limited to, wage taxes and wage and hour
regulations.
(n)
To select, employ at
reasonable wages, supervise, direct and discharge all employees and
independent contractors as shall be required for the operation and
management of the Projects and to use reasonable care in the
selection of such employees and independent contractors. All
persons employed to perform such services shall at all times be
deemed to be employees of Manager or independent
contractors.
(o)
Manager shall contract for electricity, gas,
fuel, water, telephone, window cleaning, rubbish hauling and other
services and utilities or such of them as shall be necessary or
appropriate for the proper operation and maintenance of the
Projects.
(p)
When deemed necessary by
Manager, the commencement and/or prosecution of legal proceedings
for the enforcement of tenant obligations, for the payment of rent
or other sums due Owner, or for any other purpose consistent with
this Agreement and approved by Owner.
(q)
With Owner’s prior
consent (such consent to be given by budget approval), making,
supervising, or paying the cost of any alterations, improvements or
changes to the Projects.
(r)
With Owner’s consent
(such consent to be given by budget approval), payment of any of
the following items:
(i)
Real estate taxes and
assessments;
(ii)
Mortgage interest or
amortization;
(iii)
Insurance premiums for
Owner’s insurance;
(iv)
Charges incurred for legal
or accounting services;
(v)
Utility charges;
and
(vi)
Cost of labor, material or
goods for the management, maintenance or repair of the Projects or
any alterations, improvements or changes thereto.
(s)
To prepare an annual
budget and a business plan for the Projects. Such budget and
business plan shall be submitted to the Owner for its review and
approval.
(t)
To meet with Owner on a
quarterly basis for review of the status of the budget and business
plan.
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(u)
If applicable, to prepare
an annual promotion and advertising plan for Owner’s review
and approval.
(v)
To make examinations or
audits of books of tenants.
(w)
To perform any accounting
or bookkeeping services with respect to payment of Owner’s
bills or commitments or disbursements of Owner’s funds or
preparation of finan
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