PROPERTY MANAGEMENT AGREEMENT

PROPERTY MANAGEMENT AGREEMENT
This Property Management Agreement (the “Agreement”) is made in Ulaanbaatar, Mongolia and
effective as of DD/MM/YYYY
BETWEEN:
OR
COMPANY DENOMINATION, a Mongolian limited liability company with
Foreign Incorporated Company Certificate No: ##-###, duly represented by
LEGAL REPRESENTATIVE’S NAME acting as its CEO (COUNTRY
Passport# #########), with registered address at: REGISTERED
ADDRESS (the "Owner")
OWNER’S FULL NAME, a COUNTRY CITIZENSHIP citizen born on DD/
MM/YYYY with COUNTRY passport # NUMBER, hereinafter referred to as
"Owner".
AND:
M.A.D. Investment Solutions (Make Difference) (the "Agent"), a
Mongolian limited liability company with State Registration No: 9019044039
and Tax payer ID: 5255123, duly represented by Christopher de Gruben
acting as its CEO (Belgian passport# EG538613), with head office located
at: Sukhbaatar District, 4th Khoroo, Building no 40, Unit 33., Ulaanbaatar,
Mongolia
RECITALS
A. Owner holds title to the following-described immoveable property located at:
IMMOVEABLE PROPERTY FULL ADDRESS, with immoveable property certificate number: Y##########, hereafter referred to as the “Property”.
B. Agent is experienced in the business of operating and managing real estate similar to the
above-described Property.
C. Owner desires to engage the services of Agent to manage and operate the Property, and
Agent desires to provide such services on the following terms and conditions.
In consideration of the mutual covenants contained herein, the parties agree:
1. EMPLOYMENT OF AGENT
Agent shall act as the exclusive agent of Owner to manage, operate and maintain the Property.
2. BEST EFFORTS OF AGENT
On assuming the management and operation of the Property, Agent shall thoroughly inspect the
Property and submit a written report to Owner. The written report shall contain the opinion of Agent
concerning the present efficiency under which the Property is being managed and operated, and
recommended changes, if necessary, in the management structure of the Property, in the
rehabilitation of the Property, and any other matters that will improve the efficient management and
operation of the Property. After conferring with Owner and obtaining approval to make any
necessary improvements, Agent shall undertake completion of the improvements.
3. MAINTENANCE, REPAIRS, UTILITIES AND OPERATIONS
Agent shall use its best efforts to insure that the Property is maintained in an attractive condition
and in a good state of repair. In this regard, Agent shall use its best skills and efforts to serve the
tenants of the Property and shall purchase necessary supplies, make contracts for, or otherwise
furnish and/or pay on behalf of Owner utilities such as, electricity, water, heating, internet,
telephone, refuse disposal, and any other utilities or services required for the basic operation of the
Property. Agent shall make or cause to be made and supervise necessary repairs and alterations.
Expenditures for repairs, alterations, decorations or furnishings in excess of 1,000 USD shall not
be made without prior written consent of Owner, except in the case of emergency, or if Agent in
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good faith determines that such expenditures are necessary to protect the Property from damage,
to prevent injury to persons or loss of life, or to maintain services to tenants.
4. GOVERNMENT REGULATIONS
Agent shall manage the Property in full compliance with all Mongolian laws and regulations or of
any municipal authority having jurisdiction over the immoveable property.
5.
COLLECTION OF INCOME; INSTITUTION OF LEGAL ACTION
5.1. Agent shall use its best efforts to collect promptly all rents and other income issuing from
the Property when such amounts become due and pay them directly into Owner’s account
in Mongolia. It is understood that Agent does not guarantee the collection of rents but will
use his best efforts.
5.2. Agent shall, in the name of Owner, execute and serve such notices and demands on
delinquent tenants as Agent may deem necessary or proper. Agent, in the name of
Owner(s), shall institute, settle or compromise any legal action and make use of such
methods of legal process against a delinquent tenant or the property of a delinquent tenant
as may be necessary to enforce the collection of rent or other sums due from the tenant, to
enforce any covenants or conditions of any lease or month-to-month rental agreement, and
to recover possession of any part of the Property. No other form of legal action will be
instituted and no settlement, compromise, or adjustment of any matters involved therein
shall be made without the prior written consent of Owner, except when Agent determines
that immediate action is necessary.
6. BANK ACCOUNTS
Subject to Clause 5.1, revenues from the Property shall be directly wired or credited into the
Owner’s bank account(s).
7. RECORDS AND REPORTS
7.1
Agent will keep books, accounts and records that reflect all revenues and expenditures
incurred in connection with the management and operations of the Property. The books,
accounts and records shall be maintained at the principal place of business of Agent. Agent
shall, during regular business hours, make the books, accounts and records required to be
maintained hereunder available to Owner or the representatives of Owner for examination
and audit by appointment on no less than 5 business days’ prior notice. All such audits shall
be at the expense of Owner.
7.2
During the validity of this Agreement, Agent shall retain and store all original invoices,
statements, purchase orders, billings and other documents incurred by the Agent with respect
to the Property (the “Original Documentation”). Upon the term of the Agreement and
subject to Owner’s (or related representative’s) request to do so, the Agent shall restitute to
the Owner (or any of its representatives) the Original Documentation at Owner’s expenses.
Copies of the original Documentation may be kept by the Agent in order to comply with legal
and accounting regulations of Mongolia.
8. COMPENSATION OF AGENT AND PAYMENT MODALITIES
Agent shall receive a management fee of MNT equivalent to USD 75.- per residential unit per
calendar month (such an amount being exclusive of 10% VAT). Any management fee due
hereunder, together with the related VAT (the “Management Fee”) shall be paid to the Agent within
10 days either (i) after the end of each month (“Management Fee Due Payment Period”) with the
first payment pro rated to the month underway (on a thirty day basis) or (ii) for the whole period
until Initial Termination Date as defined under Article 11 below upon execution of the present
Agreement at the discretion of the Owner.
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PROPERTY MANAGEMENT AGREEMENT
(i) All improvement(s) as agreed upon in accordance with Article 2, (ii) all maintenance, repairs,
utilities and operations as contemplated under Article 3 and (iii) all expenses incurred so as to
enable the collection of income or legal action in accordance with Article 5 hereof, to the extent
they are borne by the Agent on behalf of the Owner shall either be paid upfront or be reimbursed
(along with the commission provided for hereafter) within 10 days after notice of any such borne
expenses is given to the Owner (“Expenses Due Payment Period”). When paid upfront, a fifteen
percent (15%) commission will be applied to the benefit of the Agent with respect to the purchase
of materials and products made in accordance with Articles 2 and 3 above (such a commission will
amount to twenty-five percent (25%) in case of reimbursement to cover the cost of taxes and
accounting incurred by the Agent). When paid upfront, a twenty-five percent (25%) commission
will be applied as per the works and services carried out by the Agent in accordance with the
Articles 2 and 3 hereof (such a commission will amount to thirty-five percent (35%) in case of
reimbursement to cover the cost of taxes and accounting incurred by the Agent).
Failure to settle any of the above amounts in a timely manner shall trigger the levy of penalty
equivalent to 0.5% calculated out of the total amount remaining due per and for every day in
excess of the Management Fee Due Payment Period and/or the Expenses Due Payment Period.
Payment of the Management Fee and of any applied penalty as the case may be shall be
transferred net of banking fees to the following Agent’s bank account: Beneficiary:
Makedifference LLC, Khan Bank, Account No: 5038025299. The exchange rate applicable upon
payment shall be the one as set by the bank of Mongolia on the due payment date.
9.
COMMISSIONS FOR NEGOTIATING LEASES OR MONTH-TO-MONTH RENTAL
AGREEMENTS
Agent shall receive no commissions or additional compensation for negotiating lease renewal or
additional month-to-month rental agreements with existing tenant of the Property but will be
compensated for any expenses so incurred.
10.
ADDITIONAL DUTIES AND RIGHTS OF AGENT
In addition to the foregoing, agent shall perform all services that are necessary and proper for the
operation and management of the Property, and shall report to Owner promptly any conditions
concerning the Property that, in the opinion of Agent, require the attention of Owner.
In order to properly perform the services required by this agreement, Agent is authorized to
engage, on behalf of Owner, any entity that is an affiliate of Agent, provided that the compensation
paid for the services shall be competitive with nonaffiliated entities providing the same or similar
services.
11. TERMINATION AND RENEWAL
This Agreement shall be for a term commencing on STARTING DATE, and ending on
TERMINATION DATE (the “Initial Termination Date”). From the Initial Termination Date, it shall
be renewed automatically on a month-to-month basis unless the Agreement is terminated by either
party, such a termination being subject to the serving of a thirty (30) days’ prior written notice to the
other party. Upon renewal, the Management Fee will continue to fall due at the end of each month
and payment shall be settled during the Management Fee Due Payment Period, unless otherwise
agreed by the parties. It is noted that the Management Fees may be subject to price adjustment
(with thirty (30) days prior notice) upon the occurrence of the Initial Termination Date or any
subsequent renewal(s). If the Owner does not agree to such a price adjustment as proposed by
the Agent as the case may be, the Owner’s refusal will be deemed equivalent to a termination
notice of the present Agreement.
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12. TERMINATION FOR CAUSE
If Agent breaches any of the terms of this agreement, Owner shall give Agent written notice of such
breach. If Agent fails to remedy the breach within 10 days after receiving the above-described
notice, Owner may terminate this agreement.
13. SALE OF PROPERTY
On the voluntary sale of the Property by Owner and the delivery of the deed of conveyance
therefore, this Agreement shall automatically terminate. Owner shall notify Agent of the sale of the
Property as soon as such sale is negotiated.
14. BANKRUPTCY
If bankruptcy proceedings, whether voluntary or involuntary, are commenced against either Owner
or Agent, or if either party enters into a composition agreement with its creditors, either party may
terminate this agreement by giving 30 days’ written notice to the other party.
15. NO PROPERTY INTEREST CREATED
Nothing contained in this agreement shall be deemed to create or shall be construed as creating in
Agent any Property interest in or to the Property.
16. LICENSING OF AGENT
Agent shall at all times during the term of this Agreement maintain such licenses and permits as
are required for any of the various services to be performed by Agent on behalf of Owner.
17. RELATIONSHIP OF THE PARTIES
Agent is an independent contractor and not an employee of Owner for any purpose.
18.
COVENANTS AND CONDITIONS
All of the terms and conditions of this agreement are expressly intended to be construed as
covenants as well as conditions.
19.
NOTICE
All notices, requests, demands or other communications hereunder shall be in writing, and shall be
deemed to have been duly given if delivered in person, or within 10 days after deposited in the
mail, postage prepaid, certified, with return receipt requested, or by email or otherwise actually
delivered to:
(i) Owner at NOTIFICATION ADDRESS, to the attention of RECIPIENT’S NAME, respectively at
RECIPIENT’S EMAIL ADDRESS;
(ii) Agent at M.A.D. Investment Solutions, Sukhbaatar District, 4th Khoroo, Building no 40, Unit
33., Ulaanbaatar, Mongolia, to the attention of Christopher de Gruben, Managing Partner or by
email at [email protected]
Either party hereto may change the address at which it receives written notices by so notifying the
other party hereto in writing.
20. PARTIES BOUND; ASSIGNMENT
This Agreement shall be binding on and inure to the benefit of the successors and assigns of the
parties hereto, and their respective successors and assigns; provided, however, that this
agreement may not be assigned by Agent without prior written consent of Owner, or by Owner
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without prior written consent of Agent. Anything in the foregoing to the contrary notwithstanding,
Agent may, without the consent of Owner, delegate the performance of (but not responsibility for)
any duties and obligations of Agent to any independent contractor or entity.
21. EFFECT OF PARTIAL INVALIDITY
Should any section or any part of any section of this agreement be rendered void, invalid or
unenforceable for any reason by any court of law exercising competent jurisdiction, such a
determination shall not render void, invalid or unenforceable any other section or any part of any
section in this agreement.
22. GOVERNING LAW
This agreement has been made and entered into in Mongolia, and the laws of Mongolia shall
govern the validity and interpretation of this agreement and the performance due hereunder.
23. INTEGRATION
The drafting, execution and delivery of this Agreement by the parties have been induced by no
representations, statements, warranties or agreements other than those expressed in this
Agreement.
24. ARBITRATION
In case of any dispute regarding any terms or performance of the terms of this agreement, the
dispute shall be subject to arbitration in accordance with the rules and regulations then obtaining
under the laws of Mongolia.
25. ATTORNEY FEES
Should either party bring suit to enforce any of the terms of this agreement, the prevailing party
shall be entitled to recover court costs and reasonable attorney fees.
26. MODIFICATION
This Agreement may not be modified unless such modification is in writing and signed by both
parties to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
X
X
Signature
Signature
For and on behalf of: NAME OF CLIENT
For and on behalf of M.A.D. Investment solutions
Name
Name
Christopher de Gruben
Designation
Designation
Managing Partner
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