MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement is entered into this 1st day of July 2005, by and between the Town of Nags Head, North Carolina, a body corporate and politic existing pursuant to the laws of the State of North Carolina, (“Town”), and J. Webb Fuller, LLC, a North Carolina limited liability company, (“JWF”).

RECITALS

  1. Town is a North Carolina municipality organized for the purpose of governing the citizens residing and owning property within the Town’s geographic limits.
  2. JWF is engaged in the business of providing local government management services. J. Webb Fuller is the sole member and manager of JWF.
  3. Town desires to retain the services of JWF and JWF desires to furnish local government management services to Town upon terms and conditions set forth in this Agreement. The parties, therefore, enter into this Agreement in order to provide a full statement of their respective legal rights and responsibilities in connection with the performance of such management services during the term of this Agreement.

AGREEMENT

For and in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree, for their mutual reliance, as follows:

  1. Term. The term of this Agreement shall commence on July 1, 2005 until August 5, 2005.
  2. Scope of Services. During the term of this Agreement, JWF shall furnish management services and advice to Town’s Board, citizens, and property owners in a professional manner. Such services and advice shall include, but not be limited to:
  3. Appointment and suspension or removal of all Town officers and employees not elected by the people, and whose employment or removal is not otherwise provided for by law, except the Town Attorney, in accordance with such general personnel rules, regulations, policies, or ordinances as the Town may adopt;
  4. Direction and supervision of the administration of all departments, offices, and agencies of the Town, subject to the general direction and control of the Town, except as otherwise provided by law;
  5. Attendance at all meetings of the Town’s Board when JWF may recommend any measure deemed expedient;
  6. Attempt to insure that all laws of the State, the Town charter, and the ordinances, resolutions, and regulations of the Town are faithfully executed within the Town;
  7. Make any other reports that the Town’s Board may require concerning the operation of the Town departments, offices, and agencies subject to JWF’s direction and control; and
  8. Perform any other duties that may be required, delegated, or authorized by the Town’s Board.
  9. JWF shall meet with or confer no less than once a week with the Town Board or mayor, as requested; and
  10. JWF shall work a 37.5 hour work week.

The parties agree that the specific objectives to be achieved by JWF shall be established by Town and the manner in which those objectives are achieved shall be established by JWF.

  1. Contract Payments.
  2. For so long as J. Webb Fuller is the sole manager of JWF, Town will pay JWF a management fee in an amount of $2,250.00 per week commencing on July 1, 2005 and terminating on August 5, 2005. Any pay for partial week’s work shall be prorated at an hourly rate of $60.00 per hour.
  3. If a state of emergency is declared because of any natural or man made disaster the Town shall reimburse JWF at a rate of $60.00 per hour for any time worked beyond the 37.5 hour work week.
  4. JWF agrees to submit invoices every two weeks to Town for services performed under this Agreement. Said contract amount shall be payable to JWF within 5 working days of receipt of the invoice.
  5. Reimbursement for Expenses. Town shall reimburse JWF for all reasonable expenses incurred by JWF for travel, lodging and meals required in connection with business-related activities undertaken by JWF for the benefit of the Town. Reimbursement by Town for such expenses shall be made upon the submission of JWF of its itemized statements, including actual bills, receipts, and other evidence of JWF’s actual expenditures on behalf of the Town.
  6. Representation.
  7. Town agrees that JWF may perform other occasional, professional, part-time, temporary work without presenting a conflict of interest, as long as such outside work does not interfere with JWF’s performance under this Agreement.
  8. Assignment. JWF shall not, without prior written consent of Town, assign any rights or delegate any duties not explicitly permitted to be assigned or delegated under this Agreement.
  9. Indemnification. To the extent authorized by law, Town agrees to defend, save harmless and indemnify JWF against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of JWF’s duties hereunder; provided that this section shall not be construed as creating any right, cause of action, or claim of waiver or estoppel for or on behalf of any third party, nor shall it be construed as a waiver or modification of the availability of the defense of governmental immunity or any other legal defense available to either Town or JWF as to any third party; and provided further that Town shall not indemnify and hold harmless JWF from and with respect to any claim or liability for which the conduct of JWF is found by the courts to have been grossly negligent or intentionally wrongful. The Town may compromise and settle any such claim or suit and shall pay the amount of any settlement or judgment rendered thereon. This indemnification shall extend beyond and survive the termination and expiration of this Agreement. The parties further agree that the terms of this paragraph may be satisfied by the Town purchasing adequate liability insurance coverage.
  10. Bond. Upon Town’s request, JWF shall give a faithful-performance bond in an amount fixed by the Town. The Town shall pay the bond’s premium.
  11. Miscellaneous.
  12. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforcement of the other provisions thereof.
  13. Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein, and supersedes any prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, oral or written, except as herein stated. This Agreement may not be modified or amended except by the express written agreement of the parties.
  14. Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed and construed in accordance with the laws of the State of North Carolina.

IN WITNESS WHEREOF, the Town and JWF have executed this Agreement effective as of the date first written above.

TOWN OF NAGS HEAD

______

Mayor

(TOWN SEAL)

ATTEST

______

Town Clerk

J. WEBB FULLER, LLC

By: ______

Member-Manager

PRE-AUDIT CERTIFICATE

This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act.

______Date signed: ______

Finance Officer

Town of Nags Head, NC

APPROVED AS TO FORM

______Date signed: ______

Town Attorney

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