EXHIBIT 10.4

PROPERTY MANAGEMENT CORPORATION OF AMERICA

MANAGEMENT AGREEMENT

1. This Agreement is made and entered into this 1st day of February, 2014 between Marsh Road LLC (Owner(s)) and Property Management Corporation of America (Property Manager). 

2. MANAGEMENT: Owner appoints Property Manager as Owner’s exclusive Agent to manage and lease the Premises, on behalf of Owner, and Agent is granted full authority and discretion to do so. The premises shall be leased subject to the Virginia Landlord Tenant Act. If Owner is not incorporated in or a resident of Virginia, (i) Agent must report rents received to the Virginia Department of Taxation, and (ii) Owner appoints Agent as Owner’s Agent for service of process in Virginia, as required by Virginia Code 55-218.1. Agent must report rents received to the Internal Revenue Service.

3. TERM: This agreement shall be for an initial term commencing on the start date and ending on the termination date. THE TERM SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF ONE (1) YEAR EACH, unless either party gives the other not less than sixty (60) days prior notice of its intention to terminate this agreement as of the expiration of the then current lease

4. AGENT’S DUTIES: Agent shall, and is authorized and directed, in Agent’s name or Owner’s name to:

Nothing in this Agreement shall require Agent to take any action which would constitute the practice of law. Agent may engage, on behalf of Owner, the services of such attorneys, accountants, and other professionals as Agent deems appropriate. Agent may engage and/or compensate subagents and agents representing Tenants in connection with leasing the Premises.

5. OWNER’S DUTIES:

6. MORTGAGES: Agent will not handle Owner’s mortgage payments. In no event shall Agent be expected or obligated to advance or disburse any of Agent’s own funds, or any funds owed as compensation to Agent for Agent’s services to service Owner’s mortgage obligation.

7. EXPENSES: Agent shall arrange for all repairs, maintenance, and capital expenditures for the Premises. Owner must consent to any single expense expected to be in excess of the Expense Limit; provided that Agent may make any capital expenditures, repairs, and maintenance which, in Agent’s opinion, are of an emergency nature without the prior approval of Owner. Owner authorizes Agent to have the Premises thoroughly and professionally cleaned including cleaning of carpeting, chimney/fireplace, and pool, if present, and all locks changed upon execution of this Agreement and on any change of tenancy.

8. COLLECTIONS AND DISBURSEMENTS: Agent shall deposit all money received in connection with the Premises in one or more federally insured bank accounts in the name of Agent. All interest on such account(s) in excess of interest on security deposits which is required to be paid to Tenants shall belong to Agent. Agent may draw upon this account(s) to pay all expenses incurred in connection with the Premises, including all amounts payable to Agent, and the expenses of maintaining the account(s). On a monthly basis, Agent shall deliver to Owner, at Owner’s address, reports of receipts, expenses, and charges in connection with the Premises, and remit to Owner, at the Payment Address, all receipts less disbursements and reserves authorized by this Agreement. Agent shall not be liable in the event of the failure of any depository.

9. MINIMUM RESERVE: It is the Owners option to maintain a Minimum Reserve with Agent. Agent may (but shall not be required to) advance its own funds for purchases, services, repairs, maintenance, & etc..... in which event Owner shall reimburse Agent upon demand the full amount advanced. Agent may withhold all amounts payable to Owner for a period of 45 days after the termination of this Agreement to pay bills previously incurred and to close accounts.

10. FEES (EXPLANATION): Owner shall pay Agent the following fees:

11. REIMBURSEMENT: In addition to the fees indicated above, Owner shall reimburse Agent for all direct costs of managing, leasing, and operating the Premises, including cost of advertisements, legal proceedings, and/or any other expense incurred by Agent and any of its affiliates in connection with the management of the Premises. Agent may require Owner to pay Agent in advance for any direct expense that Agent expects to incur in connection with the Premises. Owner shall reimburse Agent for any legal fees incurred as a result of any breach by Owner.

12. INDEMNIFICATION: Owner shall indemnify and defend Agent from any liability or cost, including attorneys’ fees, incurred directly or indirectly as a result of (i) any act, representation, or omission by Owner, or Owner’s agents, employees, or invitees, and/or from any cause or causes relating to the management of the Premises, and (ii) any contracts entered into by Agent on behalf of Owner in connection with the Premises. Such indemnification is not subject to the expense limits set forth elsewhere in this agreement and such indemnification shall survive the termination of this agreement.

13. LIABILITY: Agent shall not be liable for any act or omission except in cases of its willful misconduct or gross negligence.

14. DEFAULT: Owner shall be in default, at the option of Agent, upon:

15. REMEDIES: If Owner defaults, in addition to any other remedy available to it, Agent may:

16. DAMAGES: If Owner terminates this Agreement while a tenant procured by Agent occupies the property, Owner agrees to pay Agent liquidated damages in an amount equal to the commissions due for the remaining term of the current lease.

17. ACTIVE PARTICIPATION: While the parties intend that Owner shall actively participate in the management of the Premises and Agent has taken steps to assist in reaching that goal, Owner acknowledges that neither the United States Congress nor the Internal Revenue Service has established any definitive standards for determining active participation in the management of rental investment Premises. Agent does not guaranty that Owner’s participation will be considered active, nor will Agent be responsible for the deductibility of any losses or expenses associated with the Premises.

18. AGENCY DISCLOSURE: Owner acknowledges that Agent represents Owner as Owner’s agent, and that disclosure of this agency relationship was made in writing at the time specific real estate assistance was first provided by Agent.

19. NOTICES: Notices under this Agreement shall be in writing and shall be given by hand delivery or sent by the United States Mail by first class or certified mail, return receipt requested, postage prepaid, and addressed as indicated above (or such other address as the parties may, by notice, specify), and shall be considered given when hand delivered or two days after deposited with the United States Postal Service.

20. PHOTOGRAPHY: Owner hereby acknowledges that Agent may take interior and exterior photographs or videos for the purpose of documenting the condition of, or advertising the property by using the multiple listing computer system and the Internet. Such photographs may be digitized, reproduced, published, transmitted, disseminated, and displayed in any form or manner, without limitation by Agent, Agent’s Broker, and the multiple listing service in and through online realty information services or other forms of electronic distribution, and in books, displays, publications and newspapers as well as any other use, media, or means to aid in the rental of the property.

21. MISCELLANEOUS: This Agreement is the entire agreement between the parties regarding the management of the Premises and replaces all prior offers and agreements. This Agreement may be modified in writing only and signed by all parties. No waiver of any part of this Agreement shall be binding on the waiving party unless the waiver is in writing and signed by the waiving party. This Agreement shall be binding upon the parties and their successors and assigns. This Agreement shall be governed by the laws of Virginia. If any provision of this Agreement is unenforceable, the remainder of this Agreement shall continue in effect and be construed as if the unenforceable provision had not been contained in this Agreement. The headings in this Agreement are for convenience only, and are not a part of the agreement of the parties nor shall they affect the meaning of any provision of this Agreement.

22. ADDITIONAL SERVICES: In the event that, at Owner’s request, the Agent performs services in addition to those specifically enumerated under this Agreement, Owner agrees to compensate Agent for such additional services by paying an additional service fee of $___TBD____ for each occurrence or __TBD__% of contracted price, which ever is greater.

23. DISPUTE RESOLUTION: Prior to initiating any litigation, the parties agree that any dispute or claim arising out of, or relating to, this Agreement, the breach of this Agreement or the services provided in connection with this Agreement, shall be submitted to mediation in accordance with the Dispute Resolution Systems Mediation Program provided by the National Association of Realtors. If the parties cannot reach a mutually agreeable settlement through mediation, they are free to arbitrate or litigate their dispute as if the mediation never took place.