Exhibit 10.21


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT (this “Agreement”)
is made and entered into as of the        day of
                    ,
2010, by and between STAG MANAGER II, LLC,
a Delaware limited liability company having a principal place of business at 93
Summer Street, Boston, MA 02110 (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 II, 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 May 20, 2005 (the “Operating Agreement”);


 


WHEREAS, the Fund owns those certain 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, among other things,
asset and property management, marketing and leasing, contracting and
subcontracting, and other similar real estate services for the Fund 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
the Manager’s purpose by performing the Asset Management Services (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 for each
Property that the Fund and/or the Manager may establish from time to time.  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 


 


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


 


3.  Responsibilities and Duties of STAG.  STAG agrees to: (a) manage the asset,
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 under 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 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 STAG’s provision of the
Asset Management Services, Manager will pay STAG, quarterly in arrears, an
Asset Management Services Fee equal the amount payable to Manager under Section 4.03(b) of
the Operating Agreement (“Asset Management Services Fee”) but in no
event shall such Asset Management Services Fee exceed the amount paid the
Manager under Section 4.03(b) of the Operating Agreement.


 


5.  Assignment. 
Except with respect to assignments to affiliates, which are 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 II, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STAG
  INDUSTRIAL MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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