PROPERTY MANAGEMENT AGREEMENT BETWEEN RELIABLE PROPERTY

MANAGEMENT, INC. AND CLAY PROPERTIES, L.L.C.

This Property Management Agreement (“Agreement”) becomes effective on December ____,

2021, between Reliable Property Management, Inc., a New York corporation, located at 8374
Main St., North Syracuse, New York 13212 (“RPM”), and Clay Properties, L.L.C., a New York
limited liability company, located at 315 Hackberry Lane, Clay, New York 13041 (“Clay”).

BACKGROUND.
A. Clay owns and leases 18 units in four separate buildings. All of the buildings are
located in Clay, New York.

B. There are six residential units located at 7429 Henry Clay Blvd, Clay, New York. All
of these units are currently occupied by tenants.

C. There are four residential units located at 7435 Henry Clay Blvd, Clay, New York.
All of these units are currently occupied by tenants.

D. There are two residential units and one commercial unit located at 7497 Henry Clay
Blvd, Clay, New York. All of these units are currently occupied by tenants.

E. There are four residential units and three commercial units located at 4814 Buckley
Rd., Clay, New York. All residential units are currently occupied by tenants. Two of
the three commercial units are occupied by tenants and the other unit remains vacant.

F. RPM is solely owned by Samantha Boyd (“Sam”). Sam is a realtor.

G. Clay is solely owned by Paula Penchase (“Paula”). Paula has operated and owned all
of the units of Clay.

H. Sam and Paula are old high school friends.

Accordingly, the parties agree as follows:

1. TERM OF LEASE.
1.1. Initial Term. The Agreement shall be conducted for a two-year term and shall begin
on January 1, 2022, at 9:00 a.m. EST, and end on December 31, 2023, at 5:00 p.m.
EST.

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 1.2. Renewal Term. A renewal term may begin on January 1, 2024, at 9:00 a.m. EST,
and end on December 31, 2025, at 5:00 p.m. EST.
a) Eligibility for Renewal. Either party may initiate a renewal term for two
more years if both parties are in good standing and have not breached the
Agreement.

b) Timeline for Renewal. Either party may renew the Agreement up to five
calendar days before the Initial Term is expected to automatically terminate.

1.3. Probationary Period. The Agreement shall have a probationary period for the first
three months of the initial term which shall begin on January 1, 2022, at 9:00 a.m.
EST and end on March 31, 2022, at 5:00 p.m. EST.
a) Eligibility for Termination. Either party may terminate the Agreement
anytime during the probationary period for any of the reasons listed in Section
13.3 or Section 13.4.

2. REPRESENTATIONS AND WARRANTIES.

2.1. RPM’s Representations and Warranties. RPM represents and warrants as follows:
a) Realtor Licenses. RPM represents that Sam is legally licensed to practice
realty in the state of New York.

2.2. Clay’s Representations and Warranties. Clay represents and warrants as follows:
a) Ownership of Leasable Properties. Clay represents that all 18 units
described in Recitals A – E have been solely owned and operated by the
corporation.

b) Condition of Leased Properties. Clay represents all owned units described in

Recitals A – E are currently in leasable condition including, but not limited
to, installed roofing, walls, and flooring, and have working utilities such as
electricity and plumbing.

c) Rental History and Records. Clay represents the rental history and records
from the previous three years are accurate to the best of Clay’s knowledge.
These records are attached in Exhibit B.

d) Residential Tenants. Clay represents all residential tenants are accurately

described in Exhibit A and contain accurate leasing and termination dates.

e) Commercial Tenants. Clay represents all commercial tenants are accurately

described in Exhibit A and contain accurate leasing and termination dates.

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 f) Repairs. Clay represents all the previous units’ repairs have been operating
sufficiently to the best knowledge of the corporation, its current agents, and
current service providers.

g) Maintenance. Clay represents all the previous units’ maintenance have been
sufficiently conducted to the best knowledge of the corporation, its current
agents, and current service providers.

h) Taxes. Clay represents all property taxes on the units have been paid to the
best of its knowledge.

i) Insurance. Clay represents all insurance on the units have been secured to the
best of its knowledge.

3. MANAGEMENT OF RENT AND OTHER FEES.

3.1. RPM’s Collection of Rent Payment. RPM shall collect monthly rent from each
tenant through reasonable efforts in the preferred payment method as described in
the current leases between Clay and the tenants in Exhibit A.
a) Timeframe for Collection. RPM shall collect monthly rent from each tenant
during the timeframe as described in the current leases between Clay and the
tenants in Exhibit A.

b) First Month’s Rent. RPM shall collect a tenant’s first month’s rent during
the signing of a new lease.

3.2. RPM’s Percentage of Rent and Fees. RPM shall deduct 15% of all collected
monthly rent and late fees before delivering the remaining balance to Clay.
a) Timeframe for Deductions. RPM shall deduct its percentage of monthly rent
and fees within five calendar days of receipt of payment.

b) Missing Monthly Rent Payment. If RPM uses reasonable efforts to obtain

rent from a tenant(s) but is still unable to secure the monthly payment, Clay
shall pay RPM a $50 USD fee for the month.

c) Rent and Fees Financial Records. RPM shall compile and send a financial
record to Clay by certified mail on the 20th calendar day of the month
accounting for all payments and deductions of the collected monthly rent and
fees.

3.3. Clay’s Collection of Rent Payment. Clay shall collect the remaining balance, after
Section 3.2 has occurred, from RPM.
a) Timeframe for Collection of Remaining Balance. Clay shall collect the
remaining balance by the 15th calendar day of every month.

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 b) Payment Method to Obtain Remaining Balance. RPM shall transfer the
remaining balance after Section 3.2 has occurred through Zelle.

3.4. Policies and Other Fees. Clay shall determine policies including, but not limited to,
rental rates, late fees, and all other fees associated with new tenant leases.

4. MANAGEMENT OF SECURITY DEPOSITS.

4.1. RPM’s Collection of Security Deposits. RPM shall collect security deposits from
each tenant(s) in the preferred payment method as described in the current leases
between Clay and the tenants in Exhibit A.
a) Timeframe for Collection. RPM shall collect the security deposit(s) from the
tenant(s) at the time the lease is signed.

4.2. Clay’s Holding of Security Deposits. Clay shall hold all security deposits collected
from RPM until a tenant terminates their lease.
a) Forfeiture of Security Deposits. If a tenant forfeits their security deposit,
RPM shall collect 15% of the security deposit from Clay within 20 days of
forfeiture.

5. MANAGEMENT MATERIALS.
5.1. Keys and Access to Units. Clay shall provide RPM all items necessary to properly
and adequately manage units for lease including but not limited to, keys to the units
and keys to the communal areas, if any.

5.2. Tenant Information. Clay shall provide all accurate and known tenancy information
such as, but not limited to, contact information, unit numbers of tenant(s), number
of active leases, and number of actual tenants.

6. LEASE AGREEMENTS.
6.1. RPM’s Leases. RPM shall draft all leases for new tenants or tenant renewals.
a) Lease Requirements. RPM shall collect all security deposits and first
month’s rent payments before any lease is executed.

6.2. Clay’s Signing of Leases. Clay shall be the official, binding party on all new leases
by signing the tenant(s) lease(s).
a) Timeframe of Signing Leases. Clay shall sign all new leases within five days
of receipt of the lease(s).

6.3. Vacancies. RPM shall use reasonable efforts to fill all vacancies upon Clay’s
approval.
a) Monthly Vacancy of Units. RPM shall not be paid for a vacant unit during
the month(s) where the unit(s) is vacant.

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7. COMMUNICATIONS.
7.1. Current Tenant(s) Communications. RPM shall be the point of contact for current
tenant issues such as, but not limited to, weather damage to units, billing issues,
premature termination of leases, repairs, and maintenance.
a) Eviction of Tenants. Clay shall hire an attorney to evict tenants from its
units.

7.2. Future Tenant(s) Communications. RPM shall be the point of contact for future
tenant inquiries such as, but not limited to, property questions, unit availability,
hours of operation, lease signing appointments, and tours.
a) Evaluation of Future Tenants. RPM shall evaluate future tenants for
suitability of the units by, but not limited to, searching credit history,
determining creditworthiness, and calling references.

7.3. Advertisements. RPM shall advertise all vacant and available units for lease through
traditional and electronic media platforms.
a) Reimbursement of Advertising Costs. Clay shall reimburse RPM for all
advertising costs within 10 days of Clay’s receipt of spent expenses.

8. REPAIRS.
8.1. RPM’s Repairs. RPM shall make all reasonable efforts to conduct major repairs in
accordance with the property manager’s skills and expertise. Major repairs include,
but are not limited to, plumbing, electrical, roofing, and infrastructure problems.
a) Hiring Service Providers. If RPM is unable or unskilled in certain tenant
repair needs, RPM shall arrange for a skilled service provider to conduct the
tenant’s repairs.

8.2. Payment of Repair Services. Clay shall reimburse RPM for personal repair expenses
or shall reimburse RPM for hiring skilled service providers.
a) Reimbursement of Service Bills. Clay shall reimburse RPM for all service
repairs within the timeframe allotted in the service provider’s bill.

b) Reimbursement of Personal Repair Expenses. Clay shall reimburse RPM

for all personal expenses on repairs within 30 calendar days.

9. MAINTENANCE.
9.1. RPM’s Maintenance. RPM shall reasonably maintain and upkeep the units which
includes, but is not limited to, furnace cleaning, lawnmowing, plowing, pest control,
and communal amenities, if any.

9.2. Snow and Ice Removal. RPM shall timely remove or salt all snow and ice near the
units or communal amenities, if any.

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10. TAXES.
10.1. Property Taxes. Clay shall pay all legally required property taxes on all of its
units for lease during the term of this Agreement.

10.2. Other Local and Federal Taxes. Clay shall pay all legally required local and
federal taxes on all of its units for lease during the term of this Agreement.

11. INSURANCE.
11.1. Property Insurance. Clay shall provide and pay for property insurance on all of its
units for lease during the term of this Agreement.

12. MISCELLANEOUS.
12.1. Managing Authority. Clay shall appoint RPM as its exclusive leasing, managing
and operating agent for Clay’s 18 leasable units.

12.2. RPM Team Expansion. RPM may elect to hire more agents to aid in the
management of Clay’s units during the term of this Agreement.

13. TERMINATION.
13.1. Automatic Termination.
a) Automatic Termination of the Agreement. The Agreement shall
automatically terminate at 5:00 p.m. EST on December 31, 2023, for the
Initial Term. If the Agreement is renewed after the Initial Term, the
Agreement will automatically terminate at 5:00 p.m. EST on December 31,
2025, unless the parties, in writing, extend this Agreement.

13.2. Probationary Period.

a) Termination by Either Party. If there are unresolvable issues that arise
during the probationary period detailed in Section 1.3, either party may
terminate this Agreement without penalty.

13.3. Termination by RPM.

a) Failure to Supply Management Materials. If Clay fails to provide the
management materials to RPM as detailed in Section 5, then RPM may
terminate this Agreement.

b) Failure to Provide Previous Lease Agreements. If Clay fails to provide the

accurate records and tenants’ leases from the past three years to RPM as
detailed in Section 2.2(c), then RPM may terminate this Agreement.

c) Failure to Provide Accurate Tenancy Information. If Clay fails to provide

the accurate tenancy information to RPM as detailed in Section 2.2(d) and
Section 2.2(e), then RPM may terminate this Agreement.

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 d) Failure to Pay Missing Monthly Rent Payment(s). If Clay fails to pay a $50
USD fee to RPM for any missing monthly rent payments despite RPM’s best
efforts as detailed in Section 3.2(b), then RPM may terminate this Agreement.

e) Failure to Pay Forfeited Security Deposit Percentage. If Clay fails to pay

RPM its expected 15% of any tenant(s) forfeited security deposit(s) detailed in
Section 4.2(a), then RPM may terminate this Agreement.

f) Undermining RDM’s Tenant(s) Relationships. If Clay undermines RDM in

any manner, such as but not limited to, meddling in RPM’s forged
connections with tenant(s) or disregards established guidelines of RPM’s
property management as described in Section 7.1 and Section 7.2, then RPM
may terminate this Agreement.

g) Prevention of RDM’s Attempts to Fill Vacancies. If Clay continuously

denies proposed tenants or decides to maintain 25% or more vacancy of units,
then RPM may terminate this Agreement.

h) Failure to Reimburse for Repairs or Services. If Clay fails to reimburse

RPM for its personal expenditure on repairs or hiring of services as described
in Section 8.2, then RPM may terminate this Agreement.

i) Failure to Reimburse for Advertising. If Clay fails to reimburse RPM for its
personal expenditure on advertising or hiring of services as described in
Section 7.3, then RPM may terminate this Agreement.

j) Failure to Pay Property Taxes. If Clay fails to provide or pay all missed
property taxes on its units, then RPM may terminate this Agreement.

k) Failure to Provide Property Insurance. If Clay fails to provide and pay

property taxes on its units, then RPM may terminate this Agreement.

l) Other Breaches. If Clay violates any other conditions or representations

listed in this Agreement and fails to cure the breach before 5:00 p.m. EST on
the 10th calendar day after receiving notice, then RPM may terminate this
Agreement.

13.4. Termination by Clay.

a) Inability to Fill Unit Vacancies. If RPM fails to use its best and reasonable
efforts to fill Clay’s unit vacancies, then Clay may terminate this Agreement.

b) Failure to Arrange for Repairs. If RPM fails to arrange for a prompt

repair(s) for its tenant(s), then Clay may terminate this Agreement.

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 c) Complaints of RPM. If RPM, or any agents of RPM, have numerous
complaints or negative feedback from tenants, then Clay may terminate this
Agreement.

d) Other Breaches. If RPM violates any other conditions or representations

listed in this Agreement and fails to cure the breach before 5:00 p.m. EST on
the 10th calendar day after receiving notice, then Clay may terminate this
Agreement.

14. POST-TERMINATION.
14.1. RPM’s Closing Obligations.
a) Return of Management Materials upon Automatic Termination. RPM
shall relinquish its keys and other management materials to Clay within two
calendar days of automatic termination of this Agreement. RPM may drop off
the keys at 315 Hackberry Lane Clay, NY 13041.

b) Return of Management Materials upon RPM’s Termination. RPM shall

relinquish its keys and other management materials to Clay within two
calendar days of RPM’s termination of this Agreement. RPM may drop off
the keys at 315 Hackberry Lane Clay, NY 13041.

c) Return of Management Materials upon Clay’s Termination. RPM shall

relinquish its keys and other management materials to Clay within two
calendar days of Clay’s termination of this Agreement. RPM may drop off the
keys at 315 Hackberry Lane Clay, NY 13041.

14.2. Clay’s Closing Obligations.

a) Reimbursement of Outlying Fees. Clay shall reimburse RPM for all outlying
percentage earnings from any other fees associated with RPM’s efforts in its
property management, if any.

15. GENERAL PROVISIONS.

15.1. Notices.
a) Notice of Breach. If either party is in breach of this Agreement, then the non-
breaching party shall notify the party in writing of the manner of its breach.
i. Notification of Breach Date. The non-breaching party shall allow the
breaching party 15 calendar days to cure or resolve the breach.

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 b) Notice of Intent to Terminate. If either party intends to terminate this
Agreement, then the terminating party shall notify the other party in writing of
the anticipated termination.
i. Termination Date. If either party intends to terminate this Agreement,
then the terminating party shall notify the non-terminating party within
10 calendar days of the anticipated termination by certified postal
mail. The notice shall be considered received upon the date of receipt
of the parcel by electronic or personal signature of the recipient.

c) Contact Information.
i. RPM’s Physical Address, Email, and Phone Number. RPM’s email
address is RPManagementCNY@gmail. RPM’s physical address is
8374 Main St., North Syracuse, New York 13212. RPM’s phone
number is 607-848-8668.

ii. Clay’s Physical Address, Email, and Phone Number. Clay’s email
address is ClayPropertiesCNY@gmail.com. Clay’s physical address is
315 Hackberry Lane, Clay, New York 13041. Clay’s phone number is
315-708-0010.

15.2. Dispute Resolution.

a) Mediation. Any disputes regarding this Agreement which cannot be settled
through good faith discussion may be settled during formal mediation.
i. Arranging Mediation. Correspondence to arrange mediation shall be
through email between RPM, Clay, and the proposed mediator.

ii. Length of Mediation. The Parties shall engage in a minimum of eight

hours of active mediation unless the dispute is resolved before then.

iii. Location of Mediation. Formal mediation shall be held at the selected

mediator’s office in Onondaga County, New York.

iv. Costs of Mediation. All costs shall be split evenly between the parties.

v. Governing Law. Mediation shall comply with all local and New York
state laws and all AAA Mediation rules.

b) Arbitration. Any disputes regarding this Agreement which cannot be settled

through mediation may be settled during formal arbitration.
i. Arranging Arbitration. The dispute shall be heard by a sole arbitrator
selected by the AAA with experience in real estate and property
management law.

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 ii. Location of Arbitration. Formal arbitration shall be held within
Onondaga County, New York.

iii. Costs of Arbitration. The party that brings arbitration shall pay the
arbitration fees unless otherwise required by law. The parties shall
each pay their own costs of arbitration, including attorney fees and
expert witness fees.

vi. Governing Law. Arbitration shall be governed by AAA’s Real Estate

Arbitration Rules.

15.3. Governing Law. This Agreement shall be governed by the laws of New York
state.

15.4. Venue. Any disputes that are litigated shall be heard in a court of competent
jurisdiction in Onondaga County, New York.

15.5. Waiver. A waiver of a breach or default under this Agreement does not create a
waiver of a subsequent breach or default.

15.6. Severability. Any provision of this Agreement that is found to be unenforceable

shall be severed, and the remaining provisions enforced as written.

15.7. Counterparts. This Agreement is not executed in counterparts. This original

Agreement is the only executed agreement.

15.8. Modification. The parties may amend this Agreement only in writing signed by
all parties that specifies it is an amendment to this Agreement.

15.9. Assignment. Neither party may delegate its performance or assign its rights under
this Agreement without the prior written consent of the other party.

15.10. U.S. Dollars. Any reference to dollar or $ in this Agreement shall mean U.S.
currency.

15.11. Merger. This Agreement is the entire agreement of the parties and supersedes any
prior agreements, whether written or oral.

By signing below, the parties acknowledge they have read, understand, & agree to be
bound by the provisions above.

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RELIABLE PROPERTY MANAGEMENT, INC.

____________________________________ _____________________
Samantha Boyd, President Date

CLAY PROPERTIES, L.L.C.

____________________________________ _____________________
Paula Penchase, Managing Member Date

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 EXHIBIT A.
CONTAINS CURRENT LEASES AND DESCRIPTION OF TENANTS, UNITS, AND THEIR
TERMINATION DATES.

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 EXHIBIT B.
CONTAINS RENTAL HISTORY AND RECORDS FROM THE LAST THREE YEARS.

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