OPERATING AGREEMENT
FOR
226 E TEMPLE STREET
OWEGO, NY 13827 (TIOGA COUNTY) This business partnership agreement is made effective on the 1st day of August, 2009 by
____________________ Christopher R. Wirz (owner)
and
_____________________ Barry Rypkema (property manager)
These individuals and/or business entities shall be known as and referred to as "members" and individually as a "member."
ARTICLE I Business Partnership formation 1.1 Formation The members hereby form a business partnership to the operate the apartments located at 226 E Temple Street Owego, NY 13827 Name The name of this business partnership is 226 E Temple Street. Registered Office For record of taxes, insurance, and membership the registered office shall be: Christopher Wirz 11867 Shane Road Corning, NY 14830 607.821.0785 (owner)
1.2 1.3
(land line)
For record of maintenance and occupation, the registered office shall be: Barry Rypkema (property manager) 226 E Temple Street FL2 Owego, NY 13827 607.644.3641 (cell phone)
1.4
Term The business shall continue indefinitely unless dissolved by: (a) (b) (c) (d) Departure of a member from his or her responsibilities by written correspondence of 50% or more of the members with appropriate notice of 30 days Any event which makes it unlawful for the business partnership to be carried on by the Members The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership Any other event causing dissolution of a Limited Liability Company under the laws of the State of New York.
1.5
Continuance of Business Partnership Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there are at least two remaining Members, said remaining Members shall have the right to continue the business partnership. Such right can be exercised only by the unanimous vote of the remaining Members within thirty (30) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Members to continue the business of the Company shall expire. Business Partnership Purpose The purpose of the business partnership is to operate the apartments located at 226 E Temple Street, Owego, NY 13827. Principal Place of the Business The location of the principal place of business of the company shall be: 226 E Temple Street Owego, NY 13827 or at such other place as the members from time to time select.
1.6
1.7
1.8
The members The name and place of residence of each member are contained in Exhibit 2 attached to this Agreement. Admission of Additional Members Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the business partnership without the prior unanimous written consent of the Members.
1.9
ARTICLE 2 Capital Contributions 2.1 Initial Contributions The Members initially shall contribute to the business partnership capital as described in Exhibit 3 attached to this Agreement. Additional Contributions Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company's capital.
2.2
ARTICLE 3 Profits, Losses, and Distributions 3.1 Profit/Losses For financial accounting and tax purposes the Company's net profits or net losses, and member contribution, shall be determined on an bi-annual basis and shall be reinvested through the responsibilities of the owner.
3.2
Distributions Available funds shall be distributed to the Owner to meet Owner responsibilities.
ARTICLE 4 Management 4.1 4.2 Management The name and place of residence of each Manager is attached as Exhibit 1 of this Agreement. Members Members that are not Owners shall take no part whatever in the control or direction of the Business's affairs and shall have no power to bind the Business. All members shall take part in the operation of the business. Powers and Responsibilities of the Owner The Owner is authorized on the Business’s behalf to Responsibilities (a) Payment of town and state property taxes for the Owner’s assets (b) Maintaining basic homeowner’s insurance (c) Disposition of any claim against the Owner’s assets (d) In the event of a sale of Owner assets, all other members must be notified 30 days in advance with the sale contingent upon the other members fulfilling their term. In the event that the other members are not able to fulfill their term due to sale of owner assets, the Owner will reimburse all members for their capital contribution for the current month and the month prior. Powers (a) The sale, or other disposition of the Owner's assets (b) The borrowing of money and the granting of security interests in the Owner's assets (c) The pre-payment, refinancing or extension of any loan affecting the Owner's assets (d) The compromise or release of any of the Owner's debts (e) Adjust membership capital contribution only after detailed profit/loss analysis and approval of other members 4.4 Responsibilities of the Property Manager The Property Manager is authorized on the Business’s behalf to Responsibilities (a) Make capital contributions as described in exhibit 3 (b) Rent units Answer phone inquiries about vacancies Show units Accept rental applications Select tenants Accept cash rents and deposits – or mail other rents and deposits to owner Sign rent receipts Mail rent checks to owner
4.3
(c)
(d)
(e)
(e)
(f)
Operate apartment(s) Inspect unit when tenant moves in Inspect unit when tenant moves out Clean apartment when tenant moves out Maintenance Clean stairs, decks, patios, façade, and sidewalk Mow lawn Trim bushes Rake leaves Clean up garbage and debris on grounds Shovel snow from sidewalks and front portion of driveway Pick up branches, etc Repairs Accept and disposition tenant complaints and repair requests in a timely manner Inform Owner of maintenance and repair needs through e-mail or phone Maintain written log of tenant complaints Handle routine maintenance and repairs, including: Plumbing stoppages Faucet leaks/washer replacement Toilet tank repairs Toilet seat replacement Stove burner repair/replacement Stove hinges/knobs replacement Light switch and outlet repair/replacement Heater thermostat repair Roof/Shingle repair Furnace filter replacement Picture hanging Drywall patching Window repair/replacement Painting (interior) Painting (exterior) Replacement of key Repairs must be approved by owner if total cost is over $20/month Communication/Conduct Accept and disposition neighbor complaints and repair requests Forward all mail addressed to owner Introduce self as “Property Manager”, not “tenant” or “renter” Model professionalism in conversation and approach Inform Owner if specialty services are needed Legal – All grievances, claims, charges, debts, demands and lawsuits served against the business partnership as a result of poor maintenance, external communication, or negligence are the legal responsibility of the property manager. If the property manager believes that he or she requires additional insurance to perform his or her function or responsibility, it must be discussed with the Owner as to how the additional expense will be shared.
4.5
Outside Activities Subject to the provisions of any employment agreement, the manager, on his or her own account or in conjunction with others, shall be authorized to engage in business activities or process interests in other ventures notwithstanding to the manager’s duties and responsibilities as the manager of the company.
ARTICLE 5 Compensation 5.1 Reimbursement The Owner shall reimburse the Property Manager for all materials related to the function and responsibilities of the Property Manager.
ARTICLE 6 Bookkeeping 6.1 Books The property manager shall maintain complete and accurate books of account of the Business's affairs at the property. Reports The Managers shall close the books of account after the close of each 6 month period, and shall prepare and send to each member a statement on distribution of income and expense.
6.2
ARTICLE 7 Transfers 7.1 Assignment If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members at a price determined by mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the New York Limited Liability statutes, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled.
Signed and Agreed effective the 1st of August, 2009. __________________________ Christopher R. Wirz (Owner) __________________________ Barry Rypkema (Property Manager)
Exhibit 1: BUSINESS PARTNERSHIP OPERATING AGREEMENT For 226 E TEMPLE STREET LISTING OF MEMBERS By a majority vote of the Members the following Managers were elected to operate the Company pursuant to ARTICLE 4 of the Agreement: Owner Christopher R. Wirz 11867 Shane Road Corning, NY 14830 Property Manager Barry Rypkema 226E Temple Street Fl 2 Owego, NY 13827
The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.
Signed and Agreed effective the 1st of August, 2009.
__________________________ Christopher R. Wirz (owner)
__________________________ Barry Rypkema (property manager)
Exhibit 2: BUSINESS PARTNERSHIP OPERATING AGREEMENT For 226 E TEMPLE STREET LISTING OF MANAGERS
As of the first day of August, 2009 the following is a list of Members of the Business Partnership:
Name: Christopher R. Wirz (owner)
Contact Information: 11867 Shane Road Corning, NY 14830 crwirz@gmail.com 607 821 0785 (home) 607 329 6458 (cell) 226 E Temple Street Fl 2 Owego, NY 13827 (e-mail) 607.644.3641 (cell)
Barry Rypkema (property manager)
Authorized by Member(s) to provide member listing effective the 1st of August, 2009.
__________________________ Christopher R. Wirz (owner)
__________________________ Barry Rypkema (property manager)
Exhibit 3: BUSINESS PARTNERSHIP OPERATING AGREEMENT For 226 E TEMPLE STREET CONTRIBUTIONS
Capital Contribution
Christopher R. Wirz
(owner)
$0
(property manager)
$610 for first month 1 $305/month for the next 11 months 2 or $3,300 for a year 3
Executed on the first of August, 2009. __________________________ Christopher R. Wirz (owner) __________________________ Barry Rypkema (property manager)
1
Note: $305 will be returned to the Property Manager after his or her term is successfully completed The monthly contribution is intended to capture $275 / month base contribution + $30 / month animal allowance. The yearly contribution is intended to capture $3,000 / year base contribution + $300 / year animal allowance.
2
3
Exhibit 4: BUSINESS PARTNERSHIP OPERATING AGREEMENT For 226 E TEMPLE STREET Execution
In witness whereof, the parties hereto have executed this Operating Agreement as of the first of August in the year 2009.
Signed and Agreed effective the 1st of August, 2009.
Christopher R. Wirz (owner) 11867 Shane Road Corning, NY 14830 crwirz@gmail.com 607 821 0785 (home) 607 329 6458 (cell)
Barry Rypkema (property manager) 226 E Temple Street Fl 2 Owego, NY 13827
607 644 3641 (cell)