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HomeMy WebLinkAbout1996 S Management Agreement 501 West Franklin Street • ORIGINAL SIGNATURES COPY 0 COUNTY OF ORANGE Dom.: /3(J C C e1. NORTH CAROLINA This Agreement entered into as of the 20th day of August, 1996 between the County of Orange, a body politic, (hereinafter referenced as "County") and Stephen J. Manton, d/b/a ESM Associates, an unincorporated association (hereinafter referenced as "ESM"), WITNESSETH: WHEREAS, effective July 23, 1996 County acquired property at 501 West Franklin Street, Chapel Hill, North Carolina (hereinafter"the property"); and WHEREAS, the property is occupied by a number of tenants; and WHEREAS, ESM is experienced in the business of property management and has experience with the property as well as the tenants. NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Employment of Manager. County agrees to employ ESM to operate the property as exclusive manager, and ESM agrees to accept such employ, on the terms provided in this agreement. ESM shall be an independent contract vis-a-vis County. No representation will be made by either party to anyone that ESM is other than an independent contractor. 2. Term of Agreement. This agreement shall commence on August 1, 1996 and unless sooner terminated as provided herein, shall end on June 30, 1997. This agreement renews annually for years corresponding to County's fiscal year (July 1 - June 30) unless written notice of termination is received by one party from the other party at least ninety (90) days prior to the date termination is proposed. 3. Maintenance. (a) Condition of Property. ESM shall maintain the property in good repair and provide the tenants with a safe and comfortable environment. (b) ESM may hire contractors/vendors deemed necessary for the proper maintenance and operation of the property within the guidelines for expenditures set forth in section 4(a). 4. Expenditures. (a) Expenditure approval. Any expenditure in excess of$500 per incident shall be made by ESM only with the prior approval of County. Total expenditures for the year, including those items which may exceed $500 per incident and are approved by County, shall not exceed $15,000 without written authorization from County. However, any emergency repairs--repairs immediately necessary for the preservation or safety of the property or its occupants, or required to avoid suspension of necessary services to the property--shall be made by ESM without County's prior approval. County shall, however, be immediately notified of such repairs and the reason for their making. (b) Projecting expenditures. On or before March 1 of each calendar year during the term of this agreement, County and ESM will discuss the maintenance and capital needs of the facility in order to establish an operation expense and capital budget for the following County fiscal year. 5. Payment of Invoices and Record keeping. (a) When ESM is satisfied that work authorized has been completed in a manner that is mutually satisfactory to ESM and County, invoices for such work shall be reviewed to verify accuracy and forwarded for payment to County's Director of Purchasing and Central Services at the County Notice address at paragraph 13 of this agreement. Invoices shall be paid by County directly to the vendor. Questions regarding payment from the vendors/contractors may be referred directly to County at the discretion of ESM. Invoices sent to County will generally be paid within 10 working days of receipt. (b) ESM will maintain records which may be necessary to document expenses authorized by ESM. ESM will also document tenant complaints and report tenant complaints to County as may be appropriate. 6. Renting of premises. (a) As vacancies occur, and in the event County has no need to fill the vacancy with a County function, ESM will use its best efforts to lease space in the property on such terms as are agreed by County. ESM will collaborate with County in negotiating leases, extensions, renewals, licenses or other agreements for the rental or use of space not used for a County function and present same for approval by the Board of Commissioners. (b) Under no circumstances shall ESM permit any person or entity to occupy any space in the building without a written lease or agreement, and/or without paying any rent for it, unless the prior consent of County has been obtained. ESM agrees to notify County, in writing, immediately upon receiving knowledge that any space is occupied by any person or entity that is not paying rent or that does not have a lease or written agreement covering such space. (c) When authorized by County, ESM may enter into periodic leasing of parking spaces on a month to month basis, subject to availability, and at a rental rate agreeable to County. This rental revenue will be considered part of the gross revenue for the property and will be included in calculating the Management Fee. 7. Rent Collection. ESM will advise all tenants of the address for the payment of all rent. County will advise ESM of the rental payments received monthly and advise ESM of any late payments, special conditions or arrangements made with/for any tenants. 8. Management Fee. County shall pay ESM a monthly management fee for all services provided under this agreement in an amount which equals 6% of the gross monthly rental for the 501 West Franklin Street property as well as any parking rental revenue which may be derived from leasing parking spaces when authorized by County as provided in paragraph 6(c) of this agreement. County will provide ESM an accounting of the gross monthly rents along with the management fee check monthly, on or about the 15th of each month. In addition to the management fee, any extraordinary out of pocket expenses of ESM authorized by County will be paid monthly and identified as "reimbursables". 9. Errors and Omissions Insurance. [To be completed.] 10. Insurance. (a) County agrees to carry and keep in effect property and liability insurance covering the property. Property coverage shall not include the contents in tenant space. (b) ESM agrees to make a timely written report to County concerning any accidents and any claims relating to the property or its operation. 11. Indemnification. (a) County's obligation. To the extent permitted by law and to the extent covered by policies of insurance maintained by County, County agrees to indemnify ESM from and against any liability, loss, damage, cost or expense by reason of any act or omission of County not also the fault of ESM. (b) ESM's obligation. ESM shall indemnify and hold harmless County against any claim which may be made against County arising out of: (i) any failure of ESM promptly to perform any of its obligations under this agreement, provided such failure was not caused by County; (ii) any acts of ESM beyond the scope of ESM's authority under this agreement and that are not authorized or ratified by County; and (iii) any negligence by ESM, its agents or employees. (c) Third party rights. Nothing contained in this paragraph shall be deemed to create any rights in any person or entity that is not a party to this agreement. 12. Right to assign. ESM shall not, without County's prior written consent, assign any of its rights or obligations under this agreement. 13. Notices. Any notice required by the terms of this agreement shall be deemed given and received on the date of the mailing of such notice in writing to County or to ESM, as the case may be, provided such notice is transmitted by certified or registered mail, return receipt requested, postage prepaid, and addressed to the party due such notice as shown, or such other address as either County or ESM may give in writing to the other for such notices: ESM: Stephen J. Manton ESM Associates PO Box 4523 Chapel Hill, NC 27515-4523 COUNTY: Orange County c/o Director of Purchasing and Central Services PO Box 8181 Hillsborough, NC 27278 14. Entire Agreement. This agreement shall constitute the entire agreement between the parties and no modification of it shall be effective unless made by supplemental agreement in writing executed by the parties. 15. Severability. If any one or more of the provisions of this agreement, or the applicability of any such provision to a specific situation, is deemed invalid or unenforceable, then such provision shall be modified to the minimum extent necessary to make it or its application valid or enforceable, and the validity and enforceability of all other provisions of this agreement and all other applications of such provisions, shall not be affected. IN WITNESS WHEREOF, the County and Stephen J. Manton, d/b/a ESM Associates have executed this agreement as of the date first written above. ATTEST: County of Orange By: BY; z0"ev-,Beverly BI a Mos s arey, Jr., Chair - 4 Clerk to the Board 7/ Stephen J. Manton /a ESM Associate Stephen J. Manton c:\wp60\501WFRAN.AGT