HomeMy WebLinkAboutManagement Agreement 4 / 99
Augusta Richmond GA
DOCUMENT NAME: M AN (-1.5 G' {\'lIS iJ'1 P.. ~ 02.10 ~ /Tl c;DJT ~ Ie, ~
DOCUMENT TYPE: A J R\5 8- {'r'l E:bJ J
YEAR: ,<1 <1 ~
BOX NUMBER: lJ
FILE NUMBER: 1 Lf d-.o't
NUMBER OF PAGES: '7
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[4-29-99]
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREE~ (the "Agreement") is made and
entered into this ~day of R../J...J , 1999, by and
between AUGUSTA, GEORGIA, a politl al subdivision of the State of
Georgia, acting by and through the Augusta-Richmond County
Commission (hereinafter "Augusta"), and SOUTHEASTERN TECHNOLOGY
CENTER, INC., a Georgia corporation (hereinafter "Contractor").
WIT N E SSE T H:
WHEREAS, Augusta has been awarded a grant from the
United States Department of Commerce, Economic Development
Administration (hereinafter the "Grant") for use in constructing
and operating a Small Business Incubator facility (hereinafter
"SBI"); and
WHEREAS, Augusta is in need of management services for
the SBI facility, and Contractor is ready and willing to provide
those management services.
NOW, THEREFORE, for and in consideration of the mutual
promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. TERM
The term of this Agreement shall be for an initial
five-year period beginning as of the date of substantial
completion of the SBI facility. This Agreement may be renewed
for three (3) additional five-year terms upon the mutual written
agreement of the parties. By executing this Agreement,
Contractor certifies that this term is a reasonable term to
perform the obligations of Contractor specified herein.
2. AGREEMENTS OF AUGUSTA.
a. Augusta shall cause the SBI facility to be constructed
in accordance with the terms and requirements of the Grant.
Augusta shall also be responsible for enforcement of all
warranties or contractual obligations in connection with the
construction of the facility.
b. Augusta shall be responsible for providing all
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necessary leasehold improvements, such as interior partitions,
floor and window coverings, and maintenance systems to include
energy management and security systems, and shall exert
reasonable efforts to complete the SBI facility and the
aforementioned leasehold improvements no later than May I, 1999;
provided, however, nothing herein shall obligate Augusta in
excess of the project budget, which is attached. Subsequent
improvements for a tenant shall be made by the Contractor as part
of the operating cost of the facility.
c. All rents and revenues generated by Contractor shall be
used first to pay operating costs of the facility including, but
not limited to, move-in costs, installation of phone and internet
connections, overhead costs of maintaining the facility, building
utility costs, routine maintenance of building and grounds,
janitorial services, waste removal, equipment leases for
incubator support and incubator administrative support personnel.
d. Income not expended as provided in paragraph c will be
assigned to a capital improvement fund for modifications and
refurbishment of the facility as herein provided.
e. Augusta shall provide Contractor, to include the
incubator manager, administrative assistant, and receptionist
personnel, with 1,600 square feet of office space within the SBI
facility, at no rental, for the term of this Agreement.
f. Augusta shall pay to Contractor a management fee of
Twenty Thousand ($20,000) Dollars for the management of the
facility for the period from May I, 1999 through December 31,
1999, to be due and payable upon execution of this Agreement; and
Augusta shall pay to Contractor a management fee of Twenty-eight
Thousand ($28,000) Dollars for the management of the facility for
the period from January I, 2000 through December 31, 2000, to be
due and payable in quarterly installments, in advance, on the
first day of each quarter. Management fees shall be due and
payable in total at the beginning of each period. Thereafter,
such management fee shall be negotiated and agreed upon by the
parties prior to September 1 for each successive year during the
term of this Agreement.
3. AGREEMENTS OF CONTRACTOR
a. Contractor agrees to provide management services for
the SBI facility upon its completion and opening, and throughout
the term of this Agreement. Said management services shall
include, but not be limited to, the following:
(i) relocation of its office to an on-site office in
the SBI facility (which office space consisting of 1,600 square
feet shall be provided rent-free to Contractor pursuant to
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Section 2.e., above).
(ii) leasing of base office space (approximately 2,000
square feet) within the SBI facility to base tenants.
(a) Initial base rental for base tenants is
hereby established at $12.00 per square foot and
thereafter shall be determined by Contractor, with the
consent of Augusta (which consent shall not
unreasonably be withheld), and shall be set at a rate
sufficient, along with rentals from incubator tenants,
to fund day-to-day operations of the SBI facilities.
Revenues from said rentals shall be used to fund day-
to-day operations of the SBI facility, and shall be
applied first to utilities, maintenance and upkeep of
the facility. Rental income not expended annually for
said day-to-day operations shall be deposited with
Augusta for placement into a restricted account to be
used solely for capital improvements to the facility.
Funds from said restricted account may be withdrawn
only upon approval of the expenditure by Augusta.
(iii) Provide approximately 5,800 square feet of
shared space (conference room, mail and copy services, lounge,
hallways, restrooms, storage, etc,).
(iv) lease of remaining facility space (i.e., 9,200
sq.ft.) to incubator tenants, as follows.
(a) Contractor shall lease space in the SBI
facility only to tenants who meet the criteria, terms and
requirements of the Grant.
(b) Contractor shall report its determinations as
to space utilization and revenue generation to Augusta for
Augusta's approval, which approval shall not be unreasonably
withheld.
(c) Initial rental for said incubator tenant
space is hereby established at $12.00 per square foot during the
first year of this Agreement and thereafter shall be determined
by Contractor, with the consent of Augusta (which consent shall
not unreasonably be withheld), and shall be set at a rate
sufficient, along with rentals from base tenants, to fund day-to-
day operations of the SBI facilities. Rentals for incubator
tenants shall be one-half of such rate for the first year, three-
fourths of such rate for the second year, and the full rate for
the third year and any subsequent year of such incubator tenant's
lease. Rentals shall be used to fund day-to-day operations of the
SBI facility, and shall be applied first to utilities,
maintenance and upkeep of the facility. Revenues from said
rentals in excess of the day-to-day operating expenses shall be
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deposited annually with Augusta for placement into a restricted
account to be used solely for capital improvements to the
facility. Funds from said restricted account may be withdrawn
only upon approval of the expenditure by Augusta.
(v) provide secretarial services and shared office
equipment necessary to maintain incubator support services to
achieve maximum occupancy;
(vi) provide support, management skills and technical
experience to incubator tenants so as to foster the development
and growth of said incubator tenants' businesses, and coordinate
the support services offered by the co-locating support
organizations, to include management and marketing assistance,
strategic business planning, and assistance with securing venture
capital and loans, all throughout the term of this Agreement.
b.
and equipment,
following:
Contractor shall relocate certain of its furniture
if suitable, for use by all clients, including the
(i)
Contractor's Internet server and phone
system with phone sets;
Copy and facsimile machines for client
use;
Shareable computer printers;
Conference table and chairs.
(ii)
(iii)
(iv)
4. KEY PERSONNEL
a. Contractor shall assign to this Contract the
following key personnel:
1. Robert A. Stokes, President and CEO, Southeastern
Technology Center.
b. During the period of performance, Contractor shall
make no substitutes of key personnel unless the substitution is
necessitated by illness, death, or termination of employment.
Contractor shall provide Augusta reasonable notice of the
occurrence of any of these events and provide the following
information, providing a detailed explanation of the
circumstances necessitating the proposed substitutions, complete
resumes for the proposed substitutes, and any additional
information requested by Augusta. Proposed substitutes should
have comparable qualifications to those of the persons being
replaced. Augusta will notify the Contractor within fifteen (15)
calendar days after receipt of all required information of the
decision on substitutions. This clause will be modified to
reflect any approved changes of key personnel.
5. TERMINATION
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This Agreement may be terminated upon 30 days' written
notice by either party. Cancellation will be effective at the end
of the month following the month when notice is given. All
management fees will be prorated to the date of the agreement
termination. If this Agreement is terminated in less than three
full years of SBI operation, Contractor will be entitled to an
additional full month's pro-rated fee beyond the date of contract
termination. Contractor will also be reimbursed for the
depreciated cost of the phone system and Internet server
installed in the facility or be given the option of removing the
systems for use by Contractor following termination. Upon
termination of this Agreement, Contractor shall remove all
Contractor owned equipment and furniture unless a satisfactory
agreement is reached between the parties for the transfer of part
or all of such equipment or furniture for continued use in the
facility.
6. INDEMNITY; INSURANCE.
Augusta shall at its sole cost and expense maintain
fire and extended coverage insurance covering the facility
against risks of damage or loss by fire and other risks now or
hereafter embraced by "extended coverage" in an amount not less
than the full replacement cost of the facility; provided,
however, nothing herein shall obligate Augusta to insure any
furniture, fixtures or equipment of either the Contractor, any
tenant, client, or other user of the facility.
Contractor agrees to indemnify and hold harmless
Augusta from any and all claims in any way related to or arising
out of any failure of Contractor to perform its obligations
during the period from the effective date of this agreement to
the end of the term of this Agreement, including reasonable
attorney's fees and expenses of litigation incurred by Augusta in
connection therewith. without limiting the foregoing, Contractor
further agrees to maintain at all times during said period, at
Contractor's expense, comprehensive and general public liability
insurance coverage against claims for personal injury, death
and/or property damage occurring in connection with the use and
occupancy of the SBI facility, with limits of coverage of not
less than a combined single limit of $1,000,000.00 per
occurrence. The cost of premiums for all policies of insurance
required by this Agreement shall be paid by Contractor. Policies
shall be jointly in the names of Contractor and Augusta, and
duplicate copies of the policies shall be delivered to Augusta.
All policies providing insurance coverage required to
be maintained by Contractor hereunder shall list Augusta, the
Augusta-Richmond County Commission, Contractor and their
officers, agents, members, employees and successors as named
insureds, as their interests may appear, and shall be issued by
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an insurance carrier or carriers licensed to do business in the
State of Georgia and reasonably acceptable to Augusta. All such
policies shall provide that no act or omission of Contractor or
its agents, servants, or employees shall in any way invalidate
any insurance coverage for the other named insureds. No
insurance policy providing any insurance coverage required to be
provided by Contractor hereunder shall be cancelable without at
least 15 days advance written notice to Augusta. All insurance
policies required hereunder, or copies thereof, shall be provided
to Augusta by Contractor.
7. ASSIGNMENTS.
Contractor shall not, without the prior written consent
of Augusta, assign this Agreement or any interest thereunder, or
lease to any person or entity, or permit the SBI facility to be
used for any purpose, other than those approved and contemplated
hereunder. Any consent to one assignment shall not destroy or
waive this provision, and all later assignments shall likewise be
made only upon prior written consent of Augusta. Assignees shall
become liable directly to Augusta for all obligations of
Contractor, without relieving Contractor's liability.
8. EXAMINATION OF RECORDS
Contractor agrees that Augusta or any duly authorized
representative shall, until the expiration of three (3) years
after the termination of this Agreement, have access to and the
right to examine and copy any directly pertinent books,
documents, papers, and records of Contractor involving
transactions related to this Agreement that are not the subject
of an asserted dispute or claim between the parties arising out
of the performance of this Agreement. As to other disputes or
claims not involving the parties to this Agreement, the period of
access shall continue until any appeals, arbitration, litigation,
or claims shall have been finally concluded.
9. MISCELLANEOUS PROVISIONS
a. The parties hereto agree that Contractor may
pursue additional grant monies for the purpose of fulfilling its
obligations under this Agreement. Augusta will support
Contractor's efforts to obtain such grant monies.
b. This Agreement is the entire agreement between the
parties, and there are no other duties or obligations of either
party not specifically set forth herein. Any amendment or
modification to this Agreement must be in writing and signed by
both parties.
c. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia.
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d. The parties hereto acknowledge and agree that
relationship created between them by virtue of this Agreement is
that of independent contracting parties.
e. Any and all disputes arising out of or relating in
any way to this Agreement shall be tried in the Superior Court of
Richmond County, Georgia.
IN WITNESS WHEREOF, the parties h~:~~ set their hands and
seals as of the ~ day of ~'-' , 1999.
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[S~AL ]
ATTEST:
B~~~U~~
As its Corporate Secretary
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By: Bob Young
As its Mayor
SOUTHEASTERN TECHNOLOGY
CENTE.~ ,IN: /) nA "
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By: ~;e:+ ~. S+6 kt"5
Title: _ _5\cle",_ ~ CeO
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