Exhibit
10.22


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT (this “Agreement”)
is made and entered into as of the        day of
                ,
2010, by and between STAG MANAGER III, LLC,
a Delaware limited liability company having a principal place of business at 99
Chauncy Street, Boston, MA 02111 (herein called “Manager”), and STAG INDUSTRIAL MANAGEMENT, LLC, a Delaware limited
liability company having a principal place of business at 99 Chauncy Street,
Boston, MA 02111 (herein called “STAG”).


 


W I T N E S S E T H


 


WHEREAS, the Manager serves as manager of STAG Investments III, LLC, a
Delaware limited liability company (the “Fund”), which Fund was formed
in accordance with the terms of a certain Limited Liability Company Agreement
dated as of June 1, 2007 (the “Operating Agreement”);


 


WHEREAS, the Fund owns three industrial properties more particularly
described in  Exhibit A
attached hereto and made a part hereof (individually, a “Property” and
collectively, the “Properties”);


 


WHEREAS, the purpose of the Manager is to provide asset and property
management, marketing and leasing, contracting and subcontracting, and other
similar real estate services for the Properties and, in accordance with the
terms of the Operating Agreement, the Manager may enter into contracts for the
provision of these real estate services;


 


WHEREAS, STAG’s business is and its employees focus on, among other
things, providing asset and property management services, including contracting
and subcontracting as necessary, managing tenant matters, supervising real
property assets and providing bookkeeping and accounting services in connection
with such properties;


 


WHEREAS, Manager has requested that STAG assist Manager in implementing
its purpose by performing the Asset Management Services and Administrative
Management Services (each as hereinafter defined) on behalf of Manager and STAG
has agreed to provide such services, in accordance with the terms hereof;


 


NOW, THEREFORE, in consideration of the foregoing recitals and mutual
obligations of the parties contained herein, the parties agree as follows:


 


1.   Appointment
of STAG.  Manager hereby designates
and appoints STAG to provide and perform the Asset Management Services and
Administrative Management Services for each Property.  STAG hereby accepts such designation and
appointment, which designation and acceptance are subject to the terms and
conditions contained in this Agreement.


 


2.  Term.  The
term of this Agreement shall be for a term of not more than five (5) years,
commencing on the date hereof and expiring on
                      ,
2015; provided, however, this Agreement shall terminate
automatically if the Fund sells all of its Properties and liquidates its assets
prior to the expiration of the term. 
Further, the services provided hereunder shall terminate automatically
with respect to any one or more Properties that may be sold by the Fund prior
to the expiration or sooner termination of this Agreement.  In any event, either Manager or 


 


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STAG may terminate this Agreement at any time with thirty (30) days
prior written notice without cause and immediately upon written notice by
cause.


 


3.  Responsibilities and Duties of STAG.  With respect to the Properties, STAG agrees
to: (a) manage the assets, including, without limitation, preparing
budgets, collecting rents, tracking overdue payments, ensuring the payment
and/or performance of any landlord obligations under the leases for the
Properties; (b) draft and negotiate lease extensions, modifications or
amendments, as necessary or appropriate; (c) market vacant properties and
draft and negotiate new leases for the same; (d) provide general oversight
of any risk management issues related to the Property; (e) conduct
inspections of the physical condition of the Property and make any necessary
improvements or repairs required by the leases; (f) provide any and all
bookkeeping and accounting services necessary to administer the leases and to
address any and all requirements under any loans secured by the Properties; and
(g) perform each of these services in a manner consistent with STAG’s past
practices (collectively, the “Asset Management Services”). With respect
to the members of the Fund, STAG agrees to: (a) provide copies of all
public filings related to the Fund’s investment in STAG Industrial, Inc.,
and (b) provide administrative support to the members of the Fund
including any and all bookkeeping data related to tracking the Fund’s
investments (collectively, the “Administrative Management Services”).
With respect to the bookkeeping and accounting services under this section,
STAG will report accounting data on an entirely separate set of books from its
own books, and will provide summaries of all purchases, revenues and other
accounting data.  STAG will provide all
accounting functions including, but not limited to, the preparation of such
reports as the Fund’s lender may reasonably request, using such method of
accounting as currently used by STAG.


 


4.  Compensation Payable to STAG by Manager.  In consideration for the Asset Management
Services, Manager will pay STAG an annual fee of $30,000 for each Property,
payable quarterly in advance.  In
consideration of the Administrative Management Services, Manager will pay STAG
an annual fee of $20,000, payable quarterly in advance.


 


5.  Assignment. 
Except with respect to assignments to affiliates, which is expressly
permitted upon written notice, neither party shall have the right to assign
this Agreement without the prior written consent of the other party, which
consent shall not be unreasonably withheld.


 


6.  No Joint Venture/Independent Contractor.  Nothing herein contained shall be deemed or
construed by the parties hereto, or by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture
between the parties hereto.  In the
performance of its obligations hereunder, each party shall be an independent
contractor with regard to the other.


 


7.  Notices. Any notice or document required or
permitted to be delivered hereunder shall be deemed to be delivered at 10:00
am. on the third business day after deposit in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, addressed to
the parties hereto at the respective addresses set forth in the preamble of
this Agreement or at such other addresses as they may have theretofore
specified written notice delivered in accordance with this paragraph.


 


8. Terms Binding.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.


 


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9.  Counterparts.  This Agreement may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


 


 


	
   

  	
  STAG
  MANAGER III, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STAG
  INDUSTRIAL MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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