Agreement with Independent Contractor to Manage Office Building
Agreement made on the __________________ (date) , between ___________________
(Name of Owner) a corporation organized and existing under the laws of the state of
________________, with its principal office located at _________________________________
_____________________________________ (street address, city, county, state, zip code) ,
referred to herein as Owner , and _____________________ (Name of Manager) , a corporation
organized and existing under the laws of the state of _______________, with its principal office
located at ____________________________________________________________________
__________ (street address, city, county, state, zip code) , referred to herein as Manager .
Whereas, Owner holds title to premises on which there is situated this certain Property
more specifically defined as (legal description or at least street address and name of
building) ___________________________________________________________________
_______________________________________________________________, and referred to
as the Property , and
Whereas, Manager is engaged in the business of managing, operating, leasing, and
maintaining office buildings, apartment buildings, warehouses, office/service centers, and retail
properties, and is experienced and competent in this business; and
Whereas, Owner desires to appoint Manager and Manager desires to accept
appointment, as Owner 's exclusive agent to manage, maintain, operate, and market available
space in the Property .
Now, therefore, for and in consideration of the mutual covenants contained in this
agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Appointment of Agent and Acceptance
Owner appoints Manager as Owner 's exclusive agent to manage, market, maintain, and
operate the Property for the account of Owner , and Manager accepts the appointment, under
and subject to the terms and conditions contained in this Agreement.
2. Term
The term of this Agreement will be for a period of (specify term) __________________
________________ beginning on ___________________ (date) and ending on
__________________ (date) , unless sooner terminated in accordance with the provisions of
this Agreement.
3. Duties, Rights, and Responsibilities
A. General.
Manager will have full responsibility for the management, operation, and
maintenance of the Property during the term of this Agreement and Manager will perform
these duties in an efficient and economical manner, subject to Owner 's direction and the
terms and provisions of this Agreement.
B. Tenant Relations.
Manager will strive to develop and maintain good tenant relations in the Property .
C. Collections from Tenants.
Manager will make diligent efforts to collect all rents and other charges, including
escalations, which may, at any time, become due from any tenant occupying space in
the Property or from any other person in connection with the use of all or any portion of
the Property . All collections must be promptly deposited in the bank account to which
Section I of this Agreement refers.
D. Condition of Property .
At Owner 's expense Manager will: keep the Property clean and in good repair at
all times; order and supervise the completion of repairs that may be required; and
generally do and perform or cause to be done and performed all things necessary,
required, or desirable to provide for the proper and efficient management, operation, and
maintenance of the Property . Manager will make or cause to be made any additional
repairs to the Property or any part of it and to provide maintenance or other service for
all or any part of the Property . Owner , in a manner satisfactory to Manager , must make
available to Manager the sums necessary to pay the costs of repairs, maintenance, or
service described in this Paragraph.
E. Tenant Complaints.
Manager will receive complaints of tenants and occupants of the Property
And will, at Owner 's expense, adjust the complaints, subject to the limitations
imposed by or pursuant to this Agreement.
F. Right to Subcontract.
Manager , on behalf of and in the name of Owner , may subcontract the
performance of any of its duties under this Agreement. Manager is expressly
authorized to execute such subcontracts on behalf of Owner and Owner agrees
that the name of Owner , rather than that of Manager , may appear on the face of such
subcontracts, at the option of Manager . In the event of any such subcontract or
agreement, Manager must include a provision in it requiring that the subcontractor carry
Workers' Compensation Insurance in accordance with all applicable state and federal
laws and Employer's Liability Insurance applicable to and covering all persons
performing work under this section. Manager will require subcontractor to furnish
Manager with certificates demonstrating current coverages as described in this
paragraph.
G. Licenses and Permits: Compliance with Laws.
At Owner 's expense, Manager will endeavor, for the account of Owner , to obtain
and renew, as necessary, all licenses and permits that may be required for operating
and maintaining the Property and for complying with all laws and regulations of
applicable governmental authorities in the course of operation and maintenance, except
for sales tax permits which, by law, are the responsibility of Owner .
H. Capital Expenditures.
Owner must specifically authorize any capital expenditure. With respect to the
purchase and installation of major items of new or replacement equipment, Manager will
recommend that Owner purchase these items when Manager determines the purchase
to be necessary. All new or replacement equipment or other capital expenditure
exceeding $__________ must be awarded on the basis of competitive bidding. If Owner
requires, Owner may communicate to Manager its acceptance or rejection of bids or
Manager will accept or reject applicable bids. Owner may pay capital expenses from its
Own resources or may authorize payment by Manager out of the Operating Account.
I. Property Expenditures Account.
Manager must, within 30 days after the date of execution of this Agreement,
open a commercial checking account (the Property Expenditures Account ) for the
Property at ______________________ (Name of Bank) . This account will be in the
name of Manager , but must be designated as a trust account in favor of Owner . Owner ,
at the commencement of the term of this Agreement, will advance to Manager the sum
of $___________ for deposit in this account to be used for working capital. All expenses
of the Property paid by Manager must be paid from the Property Expenditures Account.
However, Manager will have the right to maintain petty cash funds not in excess of
$____________. Manager must pay, out of the funds of Owner , all expenses and costs
of operating the Property which, under the terms of this Agreement, it is authorized to
pay, by check, drawn on the Property Expenditure Account . In addition, Manager must
remit to Owner all unexpended funds (except for a reserve for contingencies which will
remain in the Property Expenditures Account in the amount of $_____________ or such
amounts as may be available after all proper disbursement from the Property
Expenditure Account as of the last day of the month). The designation of those
employees of Manager authorized to sign checks on the Property Expenditures Account
will be subject to the approval of Owner . Such approval will not be unreasonably
withheld. Notwithstanding anything in this Agreement to the contrary, Manager will never
be obligated to incur any expense or liability in the performance of this Agreement which,
when added to the existing liabilities of Manager incurred in connection with the
performance of this Agreement, would exceed, in the aggregate, the amount of funds in
the Property Expenditure Account at that time. Owner agrees to pay all debt service
payments out of Owner 's funds and to relieve Manager of that responsibility. Owner
further agrees that the following sequence of payments is acceptable: (e.g., payroll;
compensation of Manager; utilities; vendor invoices; construction; and any
remaining invoices, or as the case may be) _________________________________
______________________________________________________________________
.
J. Funding Requirements.
Should the expense of operating the Property show at any time that the sum
deposited by Manager in the Property Expenditures Account is less than the amount
needed to provide sufficient cash on hand to pay all recurring expense, plus any known
nonrecurring expenditures anticipated to occur within the next 30 days, provided same
has been approved by Owner in conformity with this Agreement, Manager must give
written, telegraphic, or FAX notice to Owner of the sum actually needed. Owner must
then, immediately, or within 48 hours, advance that sum to Manager . Failure to provide
the funds will be considered a material breach of this contract and will lead to its
immediate termination by Manager .
K. Preparation of Budget.
At least 30 days before the end of each calendar year during the term of this
Agreement and for the calendar year during which the term commences, within 90 days
of commencement or within 90 days after the date of execution, whichever is later,
Manager must prepare and submit to Owner a proposed budget for the operation and
maintenance of the Property during the coming calendar year. On approval of a
proposed budget by Owner , with the changes Owner indicates, Manager will commence
operation of the Property . Manager must not, during the period covered by such budget,
incur any expense in the operation and maintenance of the Property that would result in
either: the amount of authorized expenditures in any budget category being exceeded by
more than 10 percent; or the amount of the total budget being exceeded by more than 5
percent, without prior approval of Owner . Furthermore, Manager will secure Owner 's
prior written approval for all expenditures in excess of $___________ for any one item of
operation, except for the specific monthly or recurring operation or maintenance charges
that the budget may designate, and for items that would be deemed an emergency and
required for maintaining tenancy. However, management must take due diligence to
contact Owner for approval in case of an emergency.
L. Supplies and Equipment.
At Owner 's expense, Manager will purchase, provide, and pay for all janitorial
and maintenance supplies, tools and equipment, restroom and toilet supplies, light
bulbs, paints, uniforms, and stationery and office supplies necessary for the efficient and
economical operation and maintenance of the Property . All such supplies, tools, and
equipment must be delivered to and stored in the Property and may be used only in
connection with the management, operation, and maintenance of the Property . Manager
must attempt to purchase all goods, supplies, or services at the lowest cost available
from reputable sources in the locality where the Property is situated.
M. Limitation on Agreements.
Manager must not assume or enter into any contract or other agreement or
obligation in connection with the management, operation, or maintenance of the
Property that cannot be terminated without any liability for it against Owner or the
Property on 30 days' written notice by Manager , or, on 30 days' written notice by Owner
at any time after the termination of this Agreement by expiration or otherwise.
N. Property Personnel.
At Owner 's expense, Manager must employ, pay, furnish, train, supervise,
discharge, and fix the compensation of those employees reasonably necessary for the
efficient and economical management, maintenance, and operation of the Property ,
including stationary engineers, maintenance personnel, porters, janitors, maids,
watchpersons, secretaries, Manager s, and other on-site personnel. Included in, but not
limited to, Owner 's expense for Manager to employ personnel are any reasonable costs
incurred in the hiring of employees to work for the Property , such as employment agency
fees and advertising charges. Included in, but not limited to, Owner 's expense for
Manager to train personnel are any reasonable costs incurred by sending an employee
to a reputable school for courses specifically designed to increase the employee's job
knowledge. If an employee does not work exclusively for the Property , the expense will
be prorated accordingly. All employees working at the Property will be employees of
Manager . Those employees necessary to staff the management operation are to be
budgeted for and approved by Owner . Owner agrees that at no time will Owner attempt
to employ an employee of Manager during the term of this Agreement or for 180 days
thereafter. Exhibit A sets forth the positions and levels of compensation applicable to
this Agreement.
O. Payment of Employees and Suppliers.
At Owner 's expense, Manager will promptly pay to all of its employees all monies
due or to be paid to them and will promptly pay for all supplies, merchandise, materials,
labor, or other items ordered, furnished, or used by it or for it in the performance of the
duties of Manager under this Agreement and will not suffer or permit any valid
mechanics' liens or other valid liens to be filed against the Property by reason of any
work or materials actually furnished. If such a lien, with or without merit, is filed against
the Property , Manager must promptly notify Owner .
P. Payment of Other Costs .
At Owner 's expense, Manager must also pay the following expenses:
cost of collection of delinquent rentals collected through an attorney or
collection agency; cost of printed checks for each bank account required
by Owner ;
cost of an on-site office (if required) including, but not limited to, the office
furniture and equipment; cost of reproduction, telephone, postage or
express mail service, supplies, and printed forms required to manage the
Property ;
mileage reimbursement for on-site personnel as approved by budget;
reasonable travel costs and incidental expenses necessitated through the
normal or routine management of the Property or due to requests by
Owner which require travel; and
cost of any other item or items associated with the operation of the
Property not specifically set out in this Agreement.
Q. Payroll Taxes .
Manager will have full and exclusive responsibility and liability for payment of all
federal, state, and local payroll taxes and for contributions for unemployment insurance,
Social Security (F.I.C.A.) and other benefits imposed or assessed under any provision of
law or by regulation, and which are measured by salaries, wages, or other remuneration
paid or payable by Manager to its employees engaged in any work in connection with
this Agreement or indicated in it, for the payment of which Owner must reimburse
Manager . Manager will have full and exclusive responsibility and liability for the
withholding and payment of any income taxes required to be withheld from the wages or
salaries of such employees under any provision of law or regulation. Manager agrees to
hold Owner harmless from all claims for penalties, interest, or costs that may be
assessed under any law, rule, or regulation with respect to its failure or inability to
perform such responsibilities.
R. Workers' Compensation and Employee's Liability Insurance.
Manager must maintain Workers' Compensation Insurance and all other
insurance necessary to meet federal and state requirements in accordance with the laws
of the State of and Employer's Liability Insurance applicable to and covering all persons
engaged in performance of the work to be performed under this Agreement. Owner must
reimburse Manager for the cost of premiums, fees, or any other cost connected with
same.
S. Other Insurance.
Except for the insurance specified in this Paragraph 3, Owner must secure and
maintain, in amounts mutually agreed on, (specify type of insurance, such as: public
liability, elevator liability, steam boiler insurance, fire insurance, and insurance
covering such other risks as Owner and Manager may designate adequate to
protect the interest of the parties to the agreement (which policies will be so
written as to protect Manager to the same extent as Owner)) __________________
______________________________________________________________________
______________________________________________________________________
________________________. These policies must name the Manager as a co-insured
and Owner must furnish Manager with certificates evidencing that the insurance is in
force.
T. Indemnity.
Owner agrees to save Manager free and harmless from any and all liability,
whether to Owner or other persons, from any and all claims for damages or injuries to
persons or Property , including Property of Manager , from whatever cause, including the
sole negligence of Manager in or about the Property described above. And Owner
agrees to defend, at Owner 's expense, any suits that may be brought against Manager
on account of such liability, and to pay any judgments that may be rendered against
Manager on account of such liability. However, this clause may not be construed to
release Manager from any liability to Owner for a breach of any of the covenants agreed
to be performed by Manager under the terms of this Agreement.
4. Financial Management
A. Financial Services Provided by Manager.
It is the responsibility of Manager to perform certain activities relative to the
management of Owner funds and to provide Accounting and Reporting to Owner .
Services by Manager contemplated in this Agreement include:
1. Calculating and billing rent and other tenant charges.
2. Maintaining accounts receivable and delinquency records.
3. Maintaining rent rolls.
4. Processing and paying operating and capital invoices.
5. Recording activity and comparing such activity to budgeted amounts.
6. Reconciling Property Expenditures Bank Account.
7. Remitting excess funds to Owner and requesting needed funds from
Owner .
8. Processing payroll for personnel employed in the discharge of the
contract and compliance with taxing authorities and other reporting
requirements associated with that payroll.
9. Maintaining books of account for Owner 's funds (as provided in this
Agreement).
10. Submitting periodic financial reports to Owner (as provided in this
Agreement).
B. Financial and administrative services not set forth in this Agreement are not
contemplated by Manager to be a part of services provided in this Agreement for the fee
specified. Manager will attempt to adapt its services to meet all reasonable requests by
Owner related to financial and administrative services. Manager will assess Owner 's
requests for financial and administrative services and reports that are not specifically
provided for in this Agreement and will attempt to implement same, provided mutual
agreement is reached regarding initial or set up expenses and ongoing monthly fees to
cover Manager 's increased costs.
C. Books and Records.
Manager must maintain or cause to be maintained at Manager 's executive office
in (or such other place as may be mutually agreed on by Owner and Manager ) full, true,
and accurate books of accounts fully reflecting all monies collected, paid out under this
Agreement, reserved by Manager , or remitted to Owner . Manager must also maintain at
Manager 's executive office in (or at such other place as may be mutually agreed on by
Owner and Manager ) receipted bills for all expenses paid by Manager for benefit of
Owner , leases and related documents and correspondence, contracts, inventories,
records of rental income and charges, warranties, and other documentation related to
operation of the Property .
D. Inspection and Audit of records Maintained by Manager.
Owner has the right during reasonable business hours, and with reasonable
notice, to inspect, audit, examine, and make copies of or extracts from the books of
account and records maintained by Manager under this Agreement. Such rights may be
exercised through an employee of Owner or qualified agent designated by Owner , and
Owner will bear all expenses in connection with such examination.
E. Reports.
Manager must render to Owner reports for the purpose of showing: net income
from the Property and collections, disbursements, delinquencies, uncollectable
accounts, vacancies, leases and renewals, and other matters relative to the
management, operation, and maintenance of the Property including actual income and
expense balances compared to budgeted or expected results. Such reports along with
annotative data will be transmitted to Owner , prepared as of and within 30 days of the
end of each reporting month end as specified in this Agreement, during the term of this
Agreement. Owner and Manager agree that Manager 's reporting system as described in
Exhibit B of this Agreement will be used.
F. Method of Accounting, Dates and Other Matters
Owner and Manager mutually agree to the following provisions:
1. Accounting Basis: Books of account will be maintained on the basis
(specify cash or accrual, but not both).
2. Reporting Month End : Date will be calendar month end.
G. Reporting Year End:
Date will be ________________ (calendar or fiscal) year end .
H. Chart of Accounts:
Manager will use Manager 's standard chart of accounts (attached as Exhibit C )
to categorize the balance in the books of account maintained for Owner .
I. Beginning Balances and Information:
Owner or designated agents of Owner will provide initial balances and other
information to be used in books of account to be maintained by Manager and in
operation of the Property , on or before __________________ (date) . Initial balances will
include, but not be
limited to: rent rolls; leases and lease abstract data; security deposit balance detail by
tenant; service contracts; general ledger balances (all accounts to be included in
Manager 's books of accounts and financial reports); and list of outstanding invoices and
receivables.
J. Security Deposit Funds:
Owner hereby instructs that Manager to segregate security deposit funds in a
separate trust bank account.
K. Property of Manager.
The records, reports, books of account, and other documents and materials
relating to the management, operation, and maintenance of the Property will be the
Property of Manager . On termination of this Agreement, by expiration or otherwise,
Owner may make copies of all or portions of them as Owner deems pertinent to Owner 's
future operation and Owner ship of the Property .
L. Settlements.
Within Sixty (60) days after the effective date of termination of this Agreement, by
expiration or otherwise, Manager must render to Owner a final accounting for all Owner
funds handled by Manager and must pay to Owner an amount equal to the sum of all
deposits made to the Property Expenditures Account in accordance with this Agreement,
less the sum of all amounts previously paid out of that account in accordance with this
Agreement and such additional amounts as Manager may be obligated to pay pursuant
to the terms of this Agreement. Additionally, Owner must pay to Manager a closeout fee
equal to one month's minimum monthly management fee as provided for in Paragraph
5-A . The closeout fee is to be paid for services rendered by Manager during the sixty
(60) days following the effective date of termination.
5. Compensation of Manager
A. Management Compensation.
For each month during the term of this agreement, Manager will receive
Compensation for its services under this Agreement as follows:
1. A management fee equal to $__________ per month;
2. At such time as the base rent received reaches $____________ per
month, the management fee will become _____ % or the gross income per
month.
B. The monthly compensation amount will be paid to Manager by check drawn by
Manager on the Property Expenditures Account (referred to in Paragraph 3-I of this
Agreement).
C. Marketing.
All matters related to marketing are contained in Exhibits D, E, and F
attached to and made a part of this agreement.
D. Construction and Remodeling Supervision.
In addition to the fees set out above, Manager will receive a fee for the
supervision of all remodeling and construction in excess of $_________ per payment
which occur in the Property , including tenant and public areas. The fee for supervision of
remodeling and construction will equal _______ percent of the total cost of the work
performed. The fee will be valid only if Project Manager acts as a general contractor and
provides for and supervises the subcontractors. Manager will have responsibility for the
completion of the improvements within the guidelines specified in the bid proposal and
must exercise due diligence so that the construction and/or remodeling is completed
within the time frame specified. However, Manager will not be financially liable for delays
that cause the construction completion date to be missed.
E. Execution of Leases.
All leases are to be prepared by Manager in accordance with the leasing
guidelines established by Owner , as set forth in Exhibit G , with respect to the Property
covered by this Agreement. The guidelines may be revised at any time by Owner on
written notice to Manager . Except as otherwise directed by Owner , all leases must be in
Owner 's name and executed by Owner or Owner 's designated representative.
F. Advertising and Promotional Matters.
Manager may publish advertisements, post renting signs, prepare and circulate
brochures, and engage in such other forms of advertising and incentive programs and
promotional activities as Manager feels are appropriate and that Owner approves in
advance. Owner agrees to reimburse Manager for such advertising and promotional
expenses.
6. Termination of Agreement
A. Renewals of Agreement.
This Agreement will be deemed renewed from year to year unless, at least sixty (60)
days before its expiration, either party gives to the other written notice of its election not
to renew this Agreement.
B. Owner Termination.
This Agreement may also be terminated at Owner 's sole option with sixty (60)
days' prior written notice to Manager in the following circumstances:
1. If Manager materially breaches any of the terms and provisions of this
Agreement and such breach continues for a period of ten(10) days after written
notice of the breach from Owner to Manager , or in the case of a breach which
cannot with due diligence be cured within such period of ten (10) days, where
Manager fails to proceed with all due diligence within such period of ten (10)
days to commence to cure the same and subsequently to pursue the curing of
the breach with all due diligence; or
2. In the event of the filing of a petition in bankruptcy or an assignment for
the benefit of creditors with respect to Manager .
C. Manager Termination.
This Agreement may be terminated at Manager 's sole option with sixty (60)
days' prior written notice in the following circumstances:
1. If Owner materially breaches any of the terms and provisions of this
Agreement and the breach continues for a period of ten (10) days, after written
notice of the breach from Manager to Owner , or in the case of a breach which
cannot with due diligence be cured within such period of (10) days when Owner
fails to proceed with all due diligence within such period of (10) days to
commence to cure the same and thereafter to pursue the curing of such breach
with all due diligence; or
2. In the event of the filing of a petition in bankruptcy or an assignment for
the benefit of creditors with respect to Owner .
D. Effect of Termination on Accrued Rights.
Termination of this Agreement will in no way affect or impair any right that has
accrued to either party to this agreement prior to the date when the termination became
effective.
7. Independent Contractor
Manager is an independent contractor and is not an employee, servant, partner
or joint venturer of Owner. Owner shall determine the services to be provided b
Manager , but Manager shall determine the legal means by which it accomplishes the
services in accordance with this Agreement . Owner is not responsible for withholding,
and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless
such withholding becomes legally required. Manager is not entitled to receive the
benefits which employees of Owner and is not entitled to receive and shall not be
entitled to workers compensation, unemployment compensation, medical insurance, life
insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on
account of his services to Owner.
8. Suits and Claims.
Manager must notify Owner and Owner's insurance carrier in writing as soon as
possible, after receipt of notice of any injury occurring in the Property , of any claim against
Owner and/or Manager or which involves the Property. Manager will take no steps (such as the
admission of liability) that will operate to bar Owner from obtaining any protection afforded by
any policies of insurance it may hold, or that operate to prejudice the defense in any legal
proceeding involving Owner or the Property, or that otherwise prevents Owner from protecting
itself against any such claims, demand, or legal proceeding. Manager must fully cooperate with
Owner in the defense of any such claim, demand, or proceeding. Owner has the sole and
exclusive right to conduct the defense of any such claim, demand, or legal proceeding.
9. Sale of the Property.
Owner is obligated to inform Manager of its intention to sell the Property described in this
Agreement and to furnish the terms and conditions of the sale before listing the Property with a
broker other than Manager. If Owner executes a listing agreement with a broker other than
Manager for sale of the Property, Manager will cooperate with the broker so that the respective
activities of Manager and broker may be carried on without friction and without interference with
tenants and occupants. Manager will permit the broker to exhibit the Property during reasonable
business hours. In such case, Owner agrees to notify Manager in writing of the date of closing
when that date is determined, the progress of the closing process, as well as what measures
and steps Owner wishes Manager to take in preparation of the closing. Owner agrees to provide
written documentation pertaining to the distribution of funds. Manager will not release funds
without written authorization from Owner. In addition, Owner agrees to pay Manager a
disposition fee of $___________ to compensate Manager for the additional work required by a
sale and to provide for a cash-out of any fees due (management company) at the time of sale.
Manager reserves the right to have a representative at closing.
10. Severability
The invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
11. No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions of this Agreement, shall not be construed as subsequently waiving any such terms
and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
12. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of _____________.
13. Notices
Any notice provided for or concerning this Agreement shall be in writing and shall be
deemed sufficiently given when sent by certified or registered mail if sent to the respective
address of each party as set forth at the beginning of this Agreement.
14. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party
in the action shall pay to the successful party, in addition to all the sums that either party may be
called on to pay, a reasonable sum for the successful party's attorney fees.
15. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration
of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
16. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
17. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
18. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
19. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.
WITNESS our signatures as of the day and date first above stated.
______________________________ ________________________________
(Name of Manager) (Name of Owner)
By:______________________________ By:_____________________________
_________________________________ ________________________________
(P rinted name & Office in Corporation) (P rinted name & Office in Corporation
_________________________ ___________________________
(Signature of Officer) (Signature of Officer)
