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3 <br /> COUNTY OF ORANGE <br /> NORTH CAROLINA CONTRACT <br /> This Agreement entered into as of the 20th day of August, 1996 between the County of Orange, a body <br /> politic,(hereinafter referenced as"County") and ESM Associates,an unincorporated corporation, <br /> (hereinafter referenced as"ESM),Witnesseth that: <br /> WHEREAS,effective July 23, 1996 the County acquired property at 501 West Franklin Street, <br /> Chapel Hill North Carolina;and <br /> WHEREAS,this property is occupied by a number of lease paying tenants ;and <br /> WHEREAS,ESM is experienced in the business of property management and has experience <br /> with the building as well as the present tenants <br /> NOW THEREFORE,the parties hereto mutually agree as follows: <br /> 1. Employment of Manager. The County agrees to employ ESM to operate the property as exclusive <br /> manager,and ESM agrees to accept such employ,on the terms provided in this Agreement. ESM shall be <br /> an independent contract vis-A-vis the County. No representation will be made by either party to anyone <br /> that ESM is other than an independent contractor. <br /> 2. Tenn of Agreement. This agreement shall commence immediately upon action by the Board of <br /> County Commissioners and shall be retroactive to August 1, 1996,and shall be continued and renewed <br /> annually unless written notice of termination is received by one party from the other party at least ninety <br /> (90)days prior to the date termination is proposed. <br /> 3. Maintenance. <br /> (a) Condition of Property. ESM shall maintain the property in good repair and to provide the <br /> tenants with a safe and comfortable environment. <br /> (b) ESM may hire contractors/vendors deemed necessary for the proper maintenance and <br /> operation of the property within the guidelines for expenditures set forth in section 4(a). <br /> 4. Expenditures. <br /> (a) Expenditure approval. Any expenditure in excess of$500 per incident shall be made by ESM <br /> only with the prior approval of the County.Total expenditures for the year,including those items which <br /> may exceed$500 per incident and are approved by the County,shall not exceed$15,000 without written <br /> authorization from the County. However,any emergency repairs--repairs immediately necessary for the <br /> preservation or safety of the property or its occupants,or required to avoid suspension of necessary <br /> services to the property or exposure to criminal liability-,shall be made by ESM without the County's prior <br /> approval. The County shall,however,be immediately notified of such action. <br /> (b) Projecting expenditures. On or before March 1 of each calendar year during the term of <br /> this Agreement,the County and ESM will discuss the maintenance and capital needs of the facility in order <br /> to establish a projected expenditure list for the following fiscal year. <br /> 5. Payment of Invoices and Record keeping. <br /> (a) When ESM is satisfied that the work authorized has been completed in a matter that is <br /> mutually satisfactory to ESM and the County,he shall review the invoices for such work to verify its <br /> accuracy and forward the invoice for payment to the Director of Purchasing and Central Services at the <br /> address listed in the section entitled"Notices". Invoices shall be paid directly to the vendor. Questions <br /> regarding payment from the vendors/contractors may be referred directly to the County at the discretion of <br /> ESM. Invoices sent to the County will generally be paid within 10 working days of receipt. <br />