Fill and Sign the Agreement with Independent Contractor to Manage Office Building Form

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; andWhereas, 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 AcceptanceOwner 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, andmaintenance of the Property during the term of this Agreement and Manager will performthese duties in an efficient and economical manner, subject to Owner's direction and theterms 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, includingescalations, which may, at any time, become due from any tenant occupying space inthe Property or from any other person in connection with the use of all or any portion ofthe Property. All collections must be promptly deposited in the bank account to whichSection I of this Agreement refers.D.Condition of Property. At Owner's expense Manager will: keep the Property clean and in good repair atall times; order and supervise the completion of repairs that may be required; andgenerally 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, andmaintenance of the Property. Manager will make or cause to be made any additionalrepairs to the Property or any part of it and to provide maintenance or other service forall or any part of the Property. Owner, in a manner satisfactory to Manager, must makeavailable to Manager the sums necessary to pay the costs of repairs, maintenance, orservice described in this Paragraph.E. Tenant Complaints. Manager will receive complaints of tenants and occupants of the PropertyAnd will, at Owner's expense, adjust the complaints, subject to the limitationsimposed by or pursuant to this Agreement.F. Right to Subcontract. Manager, on behalf of and in the name of Owner, may subcontract theperformance of any of its duties under this Agreement. Manager is expresslyauthorized to execute such subcontracts on behalf of Owner and Owner agreesthat 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 obtainand renew, as necessary, all licenses and permits that may be required for operatingand maintaining the Property and for complying with all laws and regulations ofapplicable governmental authorities in the course of operation and maintenance, exceptfor sales tax permits which, by law, are the responsibility of Owner .H. Capital Expenditures. Owner must specifically authorize any capital expenditure. With respect to thepurchase and installation of major items of new or replacement equipment, Manager willrecommend that Owner purchase these items when Manager determines the purchaseto be necessary. All new or replacement equipment or other capital expenditureexceeding $__________ must be awarded on the basis of competitive bidding. If Ownerrequires, Owner may communicate to Manager its acceptance or rejection of bids orManager will accept or reject applicable bids. Owner may pay capital expenses from itsOwn 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 theProperty 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 sumdeposited by Manager in the Property Expenditures Account is less than the amountneeded to provide sufficient cash on hand to pay all recurring expense, plus any knownnonrecurring expenditures anticipated to occur within the next 30 days, provided samehas been approved by Owner in conformity with this Agreement, Manager must givewritten, telegraphic, or FAX notice to Owner of the sum actually needed. Owner mustthen, immediately, or within 48 hours, advance that sum to Manager . Failure to providethe funds will be considered a material breach of this contract and will lead to itsimmediate termination by Manager.K. Preparation of Budget. At least 30 days before the end of each calendar year during the term of thisAgreement 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 janitorialand 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 orobligation in connection with the management, operation, or maintenance of theProperty that cannot be terminated without any liability for it against Owner or theProperty on 30 days' written notice by Manager , or, on 30 days' written notice by Ownerat 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, Managers, 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 moniesdue 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 theduties of Manager under this Agreement and will not suffer or permit any validmechanics' liens or other valid liens to be filed against the Property by reason of anywork 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 orcollection 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; andcost 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 allfederal, 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 oflaw or by regulation, and which are measured by salaries, wages, or other remunerationpaid or payable by Manager to its employees engaged in any work in connection withthis Agreement or indicated in it, for the payment of which Owner must reimburseManager. Manager will have full and exclusive responsibility and liability for thewithholding and payment of any income taxes required to be withheld from the wages orsalaries of such employees under any provision of law or regulation. Manager agrees tohold Owner harmless from all claims for penalties, interest, or costs that may beassessed under any law, rule, or regulation with respect to its failure or inability toperform such responsibilities.R. Workers' Compensation and Employee's Liability Insurance. Manager must maintain Workers' Compensation Insurance and all otherinsurance necessary to meet federal and state requirements in accordance with the lawsof the State of and Employer's Liability Insurance applicable to and covering all personsengaged in performance of the work to be performed under this Agreement. Owner mustreimburse Manager for the cost of premiums, fees, or any other cost connected withsame.S.Other Insurance. Except for the insurance specified in this Paragraph 3, Owner must secure andmaintain, in amounts mutually agreed on, (specify type of insurance, such as: publicliability, 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 inforce.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 topersons or Property, including Property of Manager , from whatever cause, including thesole negligence of Manager in or about the Property described above. And Owneragrees to defend, at Owner's expense, any suits that may be brought against Manageron account of such liability, and to pay any judgments that may be rendered againstManager on account of such liability. However, this clause may not be construed torelease Manager from any liability to Owner for a breach of any of the covenants agreedto be performed by Manager under the terms of this Agreement.4. Financial ManagementA.Financial Services Provided by Manager. It is the responsibility of Manager to perform certain activities relative to themanagement 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 officein (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 thisAgreement, reserved by Manager, or remitted to Owner. Manager must also maintain atManager's executive office in (or at such other place as may be mutually agreed on byOwner and Manager) receipted bills for all expenses paid by Manager for benefit ofOwner, leases and related documents and correspondence, contracts, inventories,records of rental income and charges, warranties, and other documentation related tooperation of the Property.D. Inspection and Audit of records Maintained by Manager. Owner has the right during reasonable business hours, and with reasonablenotice, to inspect, audit, examine, and make copies of or extracts from the books ofaccount and records maintained by Manager under this Agreement. Such rights may beexercised through an employee of Owner or qualified agent designated by Owner , andOwner will bear all expenses in connection with such examination.E. Reports. Manager must render to Owner reports for the purpose of showing: net incomefrom the Property and collections, disbursements, delinquencies, uncollectableaccounts, vacancies, leases and renewals, and other matters relative to themanagement, operation, and maintenance of the Property including actual income andexpense balances compared to budgeted or expected results. Such reports along withannotative data will be transmitted to Owner, prepared as of and within 30 days of theend of each reporting month end as specified in this Agreement, during the term of thisAgreement. Owner and Manager agree that Manager's reporting system as described inExhibit 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 otherinformation to be used in books of account to be maintained by Manager and inoperation 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 bytenant; service contracts; general ledger balances (all accounts to be included inManager's books of accounts and financial reports); and list of outstanding invoices andreceivables.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 materialsrelating to the management, operation, and maintenance of the Property will be theProperty 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'sfuture operation and Ownership of the Property.L. Settlements. Within Sixty (60) days after the effective date of termination of this Agreement, byexpiration 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 receiveCompensation 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 Fattached 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 thesupervision 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 leasingguidelines established by Owner, as set forth in Exhibit G, with respect to the Propertycovered by this Agreement. The guidelines may be revised at any time by Owner onwritten notice to Manager. Except as otherwise directed by Owner , all leases must be inOwner'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 circulatebrochures, and engage in such other forms of advertising and incentive programs andpromotional activities as Manager feels are appropriate and that Owner approves inadvance. Owner agrees to reimburse Manager for such advertising and promotionalexpenses.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; or2.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; or2.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 hasaccrued to either party to this agreement prior to the date when the termination becameeffective.7.Independent Contractor Manager is an independent contractor and is not an employee, servant, partneror joint venturer of Owner. Owner shall determine the services to be provided bManager, but Manager shall determine the legal means by which it accomplishes theservices 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, unlesssuch withholding becomes legally required. Manager is not entitled to receive thebenefits which employees of Owner and is not entitled to receive and shall not beentitled to workers compensation, unemployment compensation, medical insurance, lifeinsurance, paid vacations, paid holidays, pension, profit sharing, or Social Security onaccount of his services to Owner.8. Suits and Claims. Manager must notify Owner and Owner's insurance carrier in writing as soon aspossible, after receipt of notice of any injury occurring in the Property, of any claim againstOwner and/or Manager or which involves the Property. Manager will take no steps (such as theadmission of liability) that will operate to bar Owner from obtaining any protection afforded byany policies of insurance it may hold, or that operate to prejudice the defense in any legalproceeding involving Owner or the Property, or that otherwise prevents Owner from protectingitself against any such claims, demand, or legal proceeding. Manager must fully cooperate withOwner in the defense of any such claim, demand, or proceeding. Owner has the sole andexclusive 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 thisAgreement and to furnish the terms and conditions of the sale before listing the Property with abroker other than Manager. If Owner executes a listing agreement with a broker other thanManager for sale of the Property, Manager will cooperate with the broker so that the respectiveactivities of Manager and broker may be carried on without friction and without interference withtenants and occupants. Manager will permit the broker to exhibit the Property during reasonablebusiness hours. In such case, Owner agrees to notify Manager in writing of the date of closingwhen that date is determined, the progress of the closing process, as well as what measuresand steps Owner wishes Manager to take in preparation of the closing. Owner agrees to providewritten documentation pertaining to the distribution of funds. Manager will not release fundswithout written authorization from Owner. In addition, Owner agrees to pay Manager adisposition fee of $___________ to compensate Manager for the additional work required by asale 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. SeverabilityThe 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 ArbitrationAny 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:_____________________________ _________________________________________________________________(Printed name & Office in Corporation) (Printed name & Office in Corporation____________________________________________________ (Signature of Officer) (Signature of Officer)