cmart docs #5

8/6/2019 Cmart Docs #5

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MORTAGE RESOLUTION SERVICES CONTRACT

CONTRACT LAWYER AGREEMENT

This Contract is made ______________ , 2009, between, (OWNER), located at

__________________________________________________ and the Commercial Mortgage Resolution

Trust, LLC (CMART) located at 330 N. Brand Blvd., Suite 702, Glendale, California 91210 (DJG).

RECITALS

A. OWNER is an owner of commercial real property in the State of ____________________ and listed in

Attachment A attached hereto (Owners Properties).

B. OWNERs Properties have liens consisting of mortgages or deeds of trust or other encumbrances as

listed in Attachment B attached hereto (Liens).

C. OWNER has leased the OWNERs Property to the tenants for the indicated terms and amounts listed in

Attachment C attached hereto (Tenants).

D. OWNER has hired a management company known as _____________________________located at

____________________________________________(Management Company).

E. CMART has the experience to provide for the specialized needs of the OWNER, and agrees to perform

services on behalf of the OWNER to renegotiate the mortgages under the terms and conditions set

forth in this Agreement.

F. In consideration of the mutual promises set forth in this contract, it is agreed by and between OWNER

and CMART as follows:

1. NATURE OF WORK

CMART has developed a business plan model, which is based on exploration and utilization of allavailable processes and methods to assist OWNER in accomplishing feasible debt servicing of the

Property by bringing the total encumbrances and liabilities within the current market value.

CMART will provide assistance to OWNER, who may be facing payment delinquency due to negativecash flow, which in turn may be partly due to a heavy vacancy factor, in response to stringent credit

requirements imposed by the lending institutions.

CMART will advise OWNER and negotiate with the lenders of the Liens to accomplish the objectives ofthis Agreement. CMART will retain necessary legal counsel and/or other experts to assist CMART in

assessment, evaluation, preparation, and negotiation for the ultimate goal of accomplishing the

objectives of this Agreement. CMART will delegate all legal matters to the legal counsel retained and

other necessary matters to other experts respectively, as deemed necessary by CMART and OWNER.

CMART shall provide OWNER with periodic updates and reports regarding the services. Upon

termination of this Agreement, CMART shall provide a full and complete report of all CMARTsactivities pertaining to the Property.

CMART shall faithfully and diligently perform its services hereunder to the best of its ability and in thebest interest of the OWNER and will not knowingly do any act or thing which may potentially injure or


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adversely affect the interests of the OWNER or its business in any of its phases, although no

warranties, representations or guarantees of any specific outcome are made by CMART.

CMART represents and warrants to the OWNER that it is not a party to, or bound by, any agreement

or understanding with any other person or entity that precludes or restricts his ability and entitlement

in any way to carry out its duties hereunder on behalf of the OWNER as contemplated herein, free andclear of any claims or liabilities of any nature whatsoever.

2. REPRESENTATIONS

OWNER represents that all of the information provided in conjunction with this agreement is accurate,

complete, up to date and true.

3. TIME DEVOTED TO WORK

In the performance of the services, the services and the hours CMART is to work on any given day,

will be entirely within CMART's control and OWNER will rely upon CMART to put in such number ofhours as is reasonably necessary to fulfill the spirit and purpose of this Agreement.

4. PAYMENT

a. OWNER will pay CMART a non-refundable fee of five thousand ( ) dollars.

b. In addition, OWNER will assign all rents, issues and profits of the OWNERs Propertyto CMART by means of Attachment D attached hereto (Assignment of Rents).

c. In addition, OWNER will assign the property management rights and obligations of the

OWNERs Property to CMART by means of Attachment E attached hereto (Assignment ofProperty Management).

d. In addition, OWNER will immediately transfer twenty five (25) percent of its interest inOWNERs Property to CMART by quit claim deed by means of Attachment F attached hereto

(Quit Claim Deed) OR a promissory note equal to the sum of (25) percent of the total

principal discount obtained by CMART at the time of accusation of the note from thebeneficiary.

e. In addition, CMART will be reimbursed by the trust for all expenses reasonably incurred by

CMART for OWNER and/or its clientsbusiness and all sums advanced by CMART advanced onbehalf of OWNER. CMART agrees to submit receipts or other evidence of such expenses toOWNER in the manner specified and to the satisfaction of the OWNER in order to obtain

reimbursement. CMART will inform OWNER and obtain OWNERs consent before authorizingsuch expenditures, when reasonable to do so under the circumstances.

5. DURATION

a. Termination. This Agreement will run from the date first mentioned above (AgreementDate). The parties hereto contemplate that this Agreement will run for ___ months from the

Agreement Date until termination (Termination Date).

b. Termination without Cause. At any time following 180 days notice, either party may notify

the other that the Agreement is not to continue. In the absence of any such notification, thisAgreement will run until the Termination Date.


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c. Termination with Cause. If, at any time, CMART commits an act of dishonesty,

misrepresents a fact, violates the Trade Secrets clause, breaches any of the obligations under

this Agreement, or fails to comply with any of the terms of this Agreement, OWNER may atsuch time terminate this Agreement only by written notice and will be in effect after five (5)

days of acknowledgement of delivery. Such a termination shall be a Termination for Cause.

If, at any time, OWNER commits an act of dishonesty, misrepresents a fact, violates the Trade

Secrets clause, violates attorney-client confidences, or breaches any of the obligations underthis Agreement, CMART may terminate this Agreement only by written notice and will be in

effect after five (5) days of acknowledgement of delivery to OWNER. Such a termination shallbe a Termination for Cause.

d. Payment after Termination. Following a Termination, CMART will be paid for all work

completed as of the date of termination and for all costs incurred prior to the date of notice of

termination, but will receive no other payment. OWNER will not be entitled to any payment orrefund after termination.

It is further understood, that following the termination of this Agreement, the remaining trust

corpus will be disbursed in accordance to the share of ownership in the property.

6. STATUS

This Agreement calls for the performance of the services as an independent contractor and CMART

will not be considered an employee of the OWNER for any purpose. This Agreement does not create ajoint venture, partnership, or sharing of profits and expenses by the parties.

7. CONFIDENTIALITY

CMART agrees to never contact the lender on any mortgage on the Property, any representative ofany lender, servicing company or attorney for the same, without OWNERs prior written consent.OWNER agrees to keep CMARTs advice, tactics and methods secret (TRADE SECRETS).

8. GENERAL

8.1 This Agreement may not be changed or terminated orally, but only by an instrument in writing

signed by the party against whom enforcement of such change or termination is sought. Nobreach of any agreement, warranty, or representation shall be deemed waived unlessexpressly waived in writing by the party who might assert such breach.

8.2 This Agreement may be executed in several counterparts, each of which shall be an original,but all of which together shall constitute one and the same agreement.

8.3 Waiver by one party of the performance of any covenant, condition, or promise of the otherparty shall not invalidate this Agreement, nor shall it be considered to be a waiver by such

party of any other covenant, condition, or promise contained herein. The waiver of either orboth parties of the time for performing any act shall not be construed as a waiver of any other

required act to be performed at a later date.8.4 Each person executing this Agreement represents that the execution of this Agreement has

been duly authorized by the party on whose behalf the person is executing the Agreement andthat such person is authorized to execute the Agreement on behalf of such party.

8.5 If any party hereto commences an action or arbitration proceeding to interpret or enforce this

Agreement or any provision thereof, the prevailing party shall be entitled to an award of costsand attorneys' fees in addition to all other amounts awarded by the court or arbitrator.


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8.6 The terms, covenants, and conditions of this Agreement shall be binding upon and shall endure

to the benefit of the successors and permitted assigns of the respective parties to this

Agreement.8.7 This Agreement shall be construed as having been drafted by both parties.

8.8 If any provision of this Agreement is determined to be illegal or unenforceable for any reason,

the same shall be severed from the Agreement and the remainder of the Agreement shall begiven full force and effect.

8.9 All attachments attached to the Agreement are incorporated as if set forth in full.8.10 As CMART will have no contact or relationship with OWNERs clients, OWNER will indemnify

CMART from any and all liability, costs or lawsuits relating to this engagement.8.11 This Agreement contains the entire agreement between the parties, and supersedes all prior or

contemporaneously written or oral communications.

In witness whereof, the parties have executed this Agreement at Glendale, California on the day and yearfirst written above.

Dated: ____________________ Dated: ____________________

CMART OWNER

By _____________________________________ By __________________________________

___________________________________________ ________________________________________

(Name) (Name)


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ATTACHMENT AOwners Properties

Property 1

Known as: ________________________________________________

Located at: ________________________________________________

County: _______________________

APN: ______________________

Property 2

Known as: ________________________________________________

Located at: ________________________________________________

County: _______________________

APN: ______________________

Property 3

Known as: ________________________________________________

Located at: ________________________________________________

County: _______________________

APN: ______________________


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ATTACHMENT BLiens

LIENS ON PROPERTY 1

I. Original First Mortgage Company: (Name, Address, Phone)______________________________________

Original Loan Amount $ _______________; Original Loan Payment $ _______________

Serviced by: (Name, Address, Phone) _________________________________________________________

If loan resold: New Mortgagor: ___________________________________________________________

Second Mortgage Company: (Name, Address, Phone) _____________________________________________________



II. Other Liens: (Liens on Property are deemed to be, but are not limited to the following: Mortgages, Deeds of TrusMechanics Liens, zoning and land use problems, hazardous waste and environmental contamination, easements,covenants and conditions, outstanding property taxes and other encumbrances and defects in title)

a) Type of lien _____________________; Lien holder:____________________________________;

Amount: ____________; Date Lien Placed: ________________

b) Type of lien _____________________; Lien holder:____________________________________;Amount: ____________; Date Lien Placed: ________________

c) Type of lien _____________________; Lien holder:____________________________________;Amount: ____________; Date Lien Placed: ________________

LIENS ON PROPERTY 2

I. Original First Mortgage Company: (Name, Address, Phone) _____________________________________



If loan resold: New Mortgagor: ___________________________________________________________

Second Mortgage Company: (Name, Address, Phone) _____________________________________________________



II. Other Liens:

a) Type of lien _____________________; Lien holder:____________________________________;Amount: ____________; Date Lien Placed: ________________

b) Type of lien _____________________; Lien holder:____________________________________;


c) Type of lien _____________________; Lien holder:____________________________________;


ATTACHMENT C


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Tenants

Property 1 Tenants

TENANT NAME ADDRESS AND PHONE # DATE OF

LEASE

LEASE TERM

OPTIONS

MONTHLY

RENT AMOUNT

DUE

DATE

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Property 2 Tenants

TENANT NAME ADDRESS AND PHONE # DATE OF

LEASE

LEASE TERM

OPTIONS

MONTHLY

RENT AMOUNT

DUE

DATE

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.


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ATTACHMENT DAssignment of Rents

OWNER (Assignor) ________________________________________________ of the Property located at

___________________________________________________ in the County of ___________________

and State of _____________________ in consideration of One Dollar and other valuable consideration, the

receipt of which is acknowledged, assigns, transfers and sets over to COMMERCIAL MORTGAGE RESOLUTION

TRUST (Assignee), located at 330 N. Brand Blvd., Suite 702, Glendale, California 91210, County of Los

Angeles and State of California, its successors and assigns, all the rents, issues and profits, or any

agreement for the use or occupancy of any part of the premises described, it being the intention to establish

an absolute transfer and assignment of all such leases and agreements and all the avails under the leases

and agreements to Assignee. The rents and leases are hereby assigned absolutely by Assignor to Assignee.

Dated: ____________________

Assignor

By _____________________________________

___________________________________________

(Name)


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ATTACHMENT EAssignment of Property Management

OWNER (Assignor) _____________________________________ of the Property located at

___________________________________________________ in the County of ___________________

and State of _____________________, currently managed by property management company known as

____________________________ and located at ______________________________________ hereby

assigns, transfers and sets over to COMMERCIAL MORTGAGE RESOLUTION TRUST (Assignee), located at

330 N. Brand Blvd., Suite 702, Glendale, California 91210, County of Los Angeles and State of California, all

rights and obligations to manage and operate the premises described, to modify leases, evict tenants, bring

or defend any suits in connection with the possession of said premises in its own name or Assignors name,

make repairs as Assignee deems appropriate, and perform such other acts in connection with the

management and operation of said premises as the Assignee, in its discretion, may deem proper.

Dated: ____________________

Assignor

By _____________________________________

___________________________________________(Name)


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MORTAGE RESOLUTION SERVICES CONTRACTRecording Requested By:

And when recorded, mail this deed to:

SPACE ABOVE THIS LINE FOR RECORDERS USE

ATTACHMENT F

State of California

Quit Claim Deed

This quit claim deed made on ______________, 2009, between OWNER (Grantor) ___________________

of ________________________, City of ______________________, County of ______________________,

State of ___________________, that for and in the consideration of ___________________________, does

hereby CONVEY and QUIT CLAIM to COMMERCIAL MORTGAGE RESOLUTION TRUST (Grantee), located at

330 N. Brand Blvd., Suite 702, City of Glendale, County of Los Angeles and State of California, twenty five

(25%) percent interest in the following real property located at __________________________________,

City of _______________________, County of ________________________, State of

______________________, APN _______________________, to wit:

Dated: ____________________ Dated: ____________________

GRANTOR GRANTEEBy _____________________________________ By __________________________________

___________________________________________ ________________________________________

(Name) (Name)

State of CaliforniaCounty of _____________________________

On _________________________ before me, _________________________________________

personally appeared ______________________________________________________________,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are

subscribed to the within instrument and acknowledged to me that he/she/they executed the same in

his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the

person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoingparagraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________________ (Seal)

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