Exhibit
10.23


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT (this “Agreement”)
is made and entered into as of the        day of
                ,
2010, by and between STAG MANAGER, 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 IV, 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 8, 2008 (the “Operating Agreement”);


 


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 assets;


 


WHEREAS, Manager has requested that STAG assist Manager in implementing
its purpose by performing the 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 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 liquidates its assets prior to the expiration of the
term.  In any event, either Manager or
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 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 


 


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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 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.


 


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, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STAG
  INDUSTRIAL MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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