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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 . ~ -, ; .i '( t ~, << . , . [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 1 " , ~ ( - ~ 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 2 . 'i..... ~ (: .5 ., ., 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 3 " . . , t ;J " ';l 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 4 "':<..-. .. . ;) . .. 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 5 '..... . . ~ . " 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. 6 ~ .. . "';,':\ ...--', . . . " ~ 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. ,.,...... ; -' t; ~ [S~AL ] ATTEST: B~~~U~~ As its Corporate Secretary . ,~ ~ ~ ,\" .-.:",,=. ;. \ :,J, . ~0' ":' .J~~-~. r SEAL] l ?~~~~::1:{i.\ ~ oO'::,~ ~/ ~~.. ,~";: :: ~ --\ ~~~~'?-1 ~""P""" ~ "'- .., ""~J. ,.- . J~~ ....,.; ,:' ~ :.fo.A ..,;:-; ~. ";( ~ '.:-- ~ ? ~'~~...~ ~ ,..~~~-~ ~ ~-:-.. ....<7".../~:..~ ., ,.......:~. ~"''''''~''~'''''.'~' ~_.."'..... By: Bob Young As its Mayor SOUTHEASTERN TECHNOLOGY CENTE.~ ,IN: /) nA " U~~ By: ~;e:+ ~. S+6 kt"5 Title: _ _5\cle",_ ~ CeO tlllDl'\ 7