HomeMy WebLinkAboutRAP15-006 Eagle County Housing and Development Authority - Management AgreementPROPERTY MANAGEMENT AGREEMENT
BETWEEN
RIVERVIEW APARTMENTS PRESERVATION LP
AND
EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY
THIS AGREEMENT, entered into on this day of Dee( ll(, 2015 and effective as of the Ist
day of July, 2015, by and between RIVERVIEW APARTMENTS PRESERVATION LP, a Colorado
limited partnership (hereinafter called "Owner ") and the EAGLE COUNTY HOUSING AND
DEVELOPMENT AUTHORITY, a public body corporate and politic (hereinafter called "Manager ").
WHEREAS, Owner is the owner of the property located at 39169 U.S. Highway 6 & 24, Avon,
Colorado, consisting of a five building complex consisting of 72 apartment units and associated facilities
( "Premises "); and
WHEREAS, the Premises is operated under a Housing Assistance Payments contract with the
United States Housing and Urban Development Department ( "HUD ") pursuant to Section 8 of the United
States Housing Act of 1937 ( "Section 8 "); and
WHEREAS, the Premises is operated pursuant to IRS Code Section 42, Low Income Housing Tax
Credits ( "LIHTC ") which were allocated by the Colorado Housing and Finance Authority ( "CHFA "); and
WHEREAS, the Owner agrees to have the project managed by competent professionals; and
WHEREAS, Manager has the personnel and resources necessary to competently and
professionally manage the multifamily residential apartment complex and has familiarized itself with the
Premises, including its physical condition and operations under Section 8 and LIHTC; and
WHEREAS, Owner wishes to obtain the benefits of Manager's expertise in the field of real estate
management by relinquishing to Manager control and discretion in the operation, direction, management
and supervision of the Premises subject to the terms and provisions of this Agreement, and Manager for a
fee agrees to assume said control and discretion in the operation, management and supervision of the
Premises on behalf of Owner.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other
good and valuable consideration, the parties hereto agree as follows:
ARTICLE 1
APPOINTMENT
Owner hereby contracts with Manager to manage, operate, direct and supervise the Premises on behalf of
Owner and to provide services as required under Article 6 of this Agreement.
ARTICLE 2
APPtO 'Eb S T JTERM By; ir G
Eagle C �,, y Attorney °s Office
By:
RAP15 -006
Eagle County Cornmissloners' Office
Subject to and upon the terms and conditions set forth herein, or in any exhibit or addendum hereto, this
Agreement shall commence on July 1, 2015, and shall continue in force, ending at 11:59 p.m. on June 30,
2018, subject, however, to the termination provisions in Article 13.
ARTICLE 3
RELATIONSHIP
All actions by Manager in performing its duties and providing services pursuant to this Agreement shall
be for the account of the Owner. With the exception of the exclusions outlined in Article 11, Owner
agrees to be responsible for all costs, expenses and disbursements incurred by Manager, consistent with
Section 7.2, in providing management and operational services hereunder, such as, for example, but not
limited to, contracts for landscaping or maintenance services and orders for supplies and equipment.
ARTICLE 4
DELEGATION AND ASSIGNABILITY
Manager shall have the right to delegate its responsibilities under this Agreement to employees of
Manager or to engage independent contractors for perfonnance of any part of the services to be provided
hereunder. Neither the Owner, nor the Manager, shall assign all or any part of this Agreement without the
prior written consent of the other parties to this Agreement.
ARTICLE 5
PROVISIONS REQUIRED BY HUD
5.1. HUD has the right to terminate this Agreement for failure to comply with the provisions of the
Project Owner's/Management Agent's Certification for Multifamily Housing Projects or other good
cause, thirty (30) days after HUD has mailed the Owner a written notice of its desire to tenninate this
Agreement.
5.2. In the event of a default under the HUD Housing Assistance Payments contract or successor
thereto, HUD has the right to terminate this Agreement immediately upon HUD's issuance of a notice of
termination to the Owner and Manager.
5.3. If HUD exercises this right of termination, the Owner agrees to promptly mare arrangements for
providing management that is satisfactory to HUD.
5.4. If there is a conflict between this Agreement and HUD's rights and requirements, HUD's rights
and requirements will prevail.
5.5. If this Agreement is terminated, Manager will give to the Owner all of the project's cash, trust
accounts, investments and records within thirty (3 0) days of the date the Management Agreement is
terminated. In the event this Agreement is terminated pursuant to any provision stated in this Article 5,
Owner shall not be deemed in default of any provision of this Agreement.
ARTICLE 6
SERVICES OF MANAGER
6.1 Management and Operation. The Manager shall manage, operate and maintain. the Premises in a
manner normally associated with the management and operation of a reasonable quality apartment project
and in a manner reflective of the standards set forth by the real estate management industry. Manager
shall act in a fiduciary capacity with respect to the proper protection of and accounting for Owner's assets.
6.2 Employees. The Manager shall have in its employ at all times a sufficient number of capable
employees to enable it to properly and safely manage, operate and maintain the Premises. The salaries of
all such employees shall be paid from the Operating Account. All matters pertaining to the employment,
supervision, compensation, promotion and discharge of such employees are the responsibility of the
Manager.
6.3 Bum. Manager shall prepare and submit to Owner a proposed Operating Budget and a
proposed Capital Budget for the management and operation of the Premises for the forthcoming calendar
year by October 31 of each year.
Owner shall consider the proposed budgets, consult with the Manager, and agree on an approved
Operating Budget and an approved Capital Budget for the forthcoming calendar year. The approved
budgets shall serve as a guideline to the Manager in maintaining and operating the Premises, and Manager
agrees, subject to the provisions of Article 7, to use diligence and to employ all reasonable efforts in order
to effect that the actual cost of maintaining and operating the Premises shall not exceed the approved
budget pertaining thereto.
6.4 Collection of Receivables. Manager shall use reasonable and diligent efforts -- including
collection suits and proceedings, but subject to Owner's prior approval -- to collect promptly all rents
(including laundry income and all other income) and other charges which may become due at any time
from any tenant or from others for services provided in connection with or for the use of the Premises or
any portion thereof. Manager shall collect and identify any income due Owner from miscellaneous
services provided to tenants or the public, including, but not limited to, cleaning income, tenant storage
and coin operated machines of all types (e.g., vending machines, etc.). All monies so collected shall be
deposited daily in the Operating Account.
All legal expenses incurred in bringing an approved suit or proceeding shall be submitted to
Owner for its approval. In connection with such suits or proceedings, only legal counsel designated by
Owner shall be retained. Manager shall not write off any income items without prior approval of Owner.
6.5 Leasing. Manager shall be responsible for the leasing of the Premises. Manager shall have the
specific authority to negotiate leases and rental agreements in connection with amendments, renewals,
extensions, modification or cancellation of existing leases and preparation of new leases, consistent with
Section S and the Housing Assistance Payments contract with HUD and LIHTC rules and regulations, and
any successor contract or other low and moderate income guidelines approved by Owner from time to
time. Manager shall make every reasonable effort to obtain and keep desirable tenants for the Premises
and perform whatever services may be required in connection with the above mentioned negotiations,
including the establishment, implementation and coordination of a marketing plan.
6.6 Repairs, Decoration, Alterations. Manager will cause the Premises to be maintained and repaired
in accordance with state and local codes in a condition acceptable to Owner. Without limiting the
generality of the foregoing, Manager shall institute and supervise all ordinary and extraordinary repairs,
decorations and alterations, including the administration of a preventive maintenance program for all
mechanical, electrical and plumbing systems and equipment. Subject to Section 7.8 of this Agreement,
Manager shall be responsible for arranging all remodeling and alteration work including obtaining bids
and proposals, obtaining tenant approval, invoicing tenants for reimbursement, collecting same and
making payment from the Operating Account for the work done after the initial construction and tenant
occupancy of the Premises.
Notwithstanding the generality of the foregoing, except for developing the Capital Budget,
Manager shall not be responsible for instituting or supervising major construction and rehabilitation
projects except as may be provided in a separate agreement with Owner.
6.7 Operating Activities. Manager shall institute and supervise all operational activities of the
Premises, such as, but not limited to, the following:
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(a) Supervision of the security on behalf of the Owner;
(b) Responsibility and supervision of maintenance, repair and replacement of landscaping;
(c) Responsibility and supervision of a preventive maintenance program;
(d) Responsibility and supervision for any necessary maintenance or repairs to the Premises;
(e) Any other activity incidental to the normal operation of an apartment project.
6.8 Property Taxes and Loan Pa rents. The Manager shall make payment from the Operating
Account for property taxes and debt service on any security affecting the Premises.
6.9 Compliance. Manager has reviewed and shall be responsible for operational compliance with all
terms and conditions in Housing Assistance Payment contract, HUD Handbook 4350.3 and any revisions
or amendments thereto, the Amended and Restated Limited Partnership Agreement, and IRC Section 42.
6.14 Payment of Expenses. Manager shall pay all operating expenses from the Operating Account.
6.11 Payroll. Manager shall prepare and pay all payrolls from the Operating Account and maintain
comprehensive payroll records.
6.12 Bank Relationship. Manager shall handle all operational banking matters related to its contractual
responsibility. Owner shall designate which bank(s) or financial institutions Manager shall use in
discharging this responsibility.
6.13 Property Inspection. Manager shall conduct periodic comprehensive inspections of the Premises
and report periodically to the Owner in writing with any recommendation.
6.14 Maintenance of Records. Manager shall maintain complete and identifiable records, and files on
all matters pertaining to the Premises. Such records and financial reports pursuant to Section 6.18, shall
be available to the Owner, HUD or CHFA during business hours upon two (2) days of written notice.
6.15 Manager Availability. Manager shall maintain 24 -hour availability for emergencies.
6.16 Tenant Relations. Manager shall administer a tenant relations program which maintains a high
visibility of management presence and service among tenants.
6.17 Owner Communications. Manager shall be available for communication with Owner and will
keep Owner advised of items affecting the Premises. Within five (5) days after Manager receives a
certified or registered letter from any tenant, a copy will be sent to Owner.
6.18 Financial Reports.
Financial reporting and record keeping:
(a) Manager, in the conduct of its responsibilities to Owner, shall maintain adequate and
separate books and records for the Premises in accordance with generally accepted accounting principles,
which shall be supported by sufficient documentation to ascertain that said entries are properly and
accurately recorded. Such books and records shall be maintained by Manager at a location acceptable to
Owner. Manager shall maintain such control over accounting and financial transactions as is reasonably
required to protect Owner's assets from theft, error or fraudulent activity.
(b) Manager shall adopt a Chart of Accounts (a system of classification of accounting entries)
as generally utilized in the residential property management industry.
(c) The Manager shall furnish operating reports for the Premises of all transactions occurring
from the first day of the prior month to the last day of the prior month.
(d) Manager shall timely provide to HUD and Colorado Housing and Finance Authority, or
their respective agents, reports required by Section 8, the Housing Assistance Payments contract, for
LIHTC compliance, and any subsequent low and moderate income housing programs implemented by
Owner. Copies of such reports shall be transmitted to Owner simultaneously.
(e) As additional support to the monthly financial statement, Manager shall make available to
the Owner, upon request, copies or originals of the following:
1. All bank statements, bank deposit slips and bank reconciliations;
2. Detailed cash receipts and disbursements records;
3. Detailed trial balances;
4. Paid invoices;
5. Summaries of adjusting journal entries; and
6. Supporting documentation for payroll, payroll taxes and employee benefits.
(f) Manager shall maintain necessary liaison with Owner's accountant.
6.19 Tenant Security Deposits. Security deposits shall be kept by Manager in a bank or financial
institution approved by Owner, and in accordance with laws applicable to tenant security deposits.
Manager shall maintain detailed records of all security deposits and such records will be open for
inspection by Owner.
6.20 Books, Cards, Etc. All books, cards, registers, receipts, documents, disks, tapes and any other
papers or electronic records connected with the operation are the sole property of Owner, and Manager
will not publish, transmit or release said information to any party without the prior consent of Owner.
ARTICLE 7
MANAGER'S AUTHORITY
7.1 Manager's Authority. Manager's authority is expressly limited to the provisions provided herein
or as may be amended in writing from time to time by Owner and mutually agreed to in writing.
7.2 Approved Operating Budget. Owner's approval of the Operating Budget shall constitute approval
for Manager to expend money from the Operating Account to operate and manage the Premises, and
Manager may do so without firrther approval as long as Manager does not exceed the aggregate amount
set forth in the approved budget.
7.3 Approved Capital Budge . Owner's approval of the approved Capital Budget shall constitute an
authorization for Manager to expend any money for capital expenditures.
7.4 Contracts. Manager may enter into contracts for maintaining, repairing or servicing the property
and any of the constituent parts of the property subject to the approved Operating Budget.
7.5 Compliance with Laws. It is the intent of the Owner that the Premises be operated in full
compliance with federal, state and municipal laws, ordinances, regulations and orders relative to the use,
operation, repair and maintenance of the Premises. Manager shall promptly endeavor to remedy any
violation or potential violation of any such law, ordinance, rule, regulation or order which comes to its
attention and shall promptly report any violation or potential violation and proposed action to be taken to
Owner.
7.6 Expenses Regarding Violations. Expenses incurred in remedying violations of the kind referred to
in Article 7.5 may be paid from the Operating Account provided such expenses do not exceed one
thousand and no /100 dollars ($1,000.00) in any one instance. When more than such amount is required or
if the violation is one for which the Owner might be subject to penalty, Manager shall transmit notice of
such violation to the Owner to assure that prompt arrangements may be made to remedy the violation.
7.7 Emergency. In case of emergency, Manager may make expenditures for repairs which exceed
budget or prior approvals from Owner without prior written approval if it is necessary to prevent damage
or injury. Owner must be informed of any such expenditure within the next five (5) business days.
7.8 Structural Changes. The Owner expressly withholds from the Manager any power or authority to
make any structural changes in any building or to make any other major alterations or additions in or to
any such building or equipment therein, or to incur any expense chargeable to the Owner other than
expenses related to exercising the express powers above vested in the Manager without the prior written
direction of the Owner.
7.9 Competent Employees. Manager is specifically authorized and directed by Owner to employ and
supervise competent employees to adequately and reasonably maintain and protect the Premises. The
personnel to be employed, the number of personnel and their compensation shall be subject to the
approval of the Owner as part of the approved Operating Budget. All expenses incurred by Manager in
employing such staff shall be paid by Owner as provided in Article 11.
ARTICLE 8
WSi JRANCF
8.1 Owner to Obtain Adequate Insurance. Manager will obtain on Owner's behalf, insurance in
Owner's naive and at Owner's expense, insuring against physical damage, liability for loss against
business interruption, and damage or injury to property or persons of third persons which may arise out of
the occupancy, management, operation or maintenance of the Premises. Coverage terms and amounts
must be approved by Owner. Additionally, Manager shall:
(a) notify Owner within twenty -four (24) hours after Manager receives notice of any such
loss, damage or injury;
(b) take no action (such as admission of liability) which might bar Owner from obtaining
any protection afforded by any policy Owner may hold or which might prejudice Owner in its
defense to a claim based on such loss, damage or injury; and
(c) agree that Owner shall have the exclusive right, at its option to conduct the defense to
any claim, demand or suit within limits prescribed by the policy or policies of insurance.
8.2 Infoi7nation Furnished. The Manager shall furnish whatever information is requested by Owner
for the purpose of establishing the placement of insurance coverages and shall aid and cooperate in every
reasonable way with respect to such insurance and any loss thereunder. Owner shall include in its hazard
policy covering the Premises, personal property, fixtures and equipment located thereon. Manager shall
make recommendations regarding the amounts and types of insurance to be carried by the Owner but the
Owner shall make the final determination of the amounts of insurance, the types of coverage, the insuring
companies and the agencies writing such insurance.
8.3 Subcontractor's Insurance. Manager shall require that subcontractors brought onto the Premises
have insurance coverage. The Manager shall obtain and keep on file a Certificate of Insurance which
shows that the subcontractor is insured.
ARTICLE 9
OWNER'S RIGHT TO AUDIT
9.1 Owner's Right to Audit. Owner reserves the right to conduct examinations, without notification,
of the books and records maintained for Owner by Manager no matter where books and records are
located. Owner also reserves the right to perform any and all additional audit tests relating to Manager's
activities; either at the Premises, or at any office of the Manager, provided such audit tests are related to
those activities perfonned by Manager for Owner.
9.2 Government Right to Audit. Manager is subject to audit by HUD and the Colorado Housing and
Finance Authority pursuant to the Housing Assistance Payments contract and the LIHTC allocation, and
Manager will cooperate in any such audit.
9.3 Correction of Discrepancies. Should Owner, or HUD or CHFA, discover either weakness in
internal control or errors in record keeping, Manager shall correct such discrepancies either upon
discovery or within a reasonable period of time. Manager shall inform Owner in writing of the action
taken to correct such audit discrepancies. Any and all such audits conducted by Owner will be at the sole
expense of Owner.
ARTICLE 10
BANK ACCOUNTS
10.1 Operating Account. The Manager shall deposit on a regular basis all rents and other funds
collected from the operation of the Premises for the purpose of paying operating expenses in a bank
approved by Owner.
10.2 Security Deposits. Manager shall keep and maintain security deposits in a separate account
pursuant to Section 6.19 herein.
10.3 Change of Banks. Owner may direct the Manager to change a depository bank or the depository
arrangements for its respective Premises.
10.4 Access to Accounts. Owner shall be pennitted access through additional signature cards if
requested.
ARTICLE 11
PAYMENT OF EXPENSES
11.1 Expenses Paid From Operating Account. The following costs are to be paid directly from the
Operating Account:
(a) Any and all costs necessary to the management, operation, leasing and maintenance of the
Premises that are covered within the approved budgetary guidelines as outlined in Articles 6 and 7.
(b) Costs of the gross salary and compensation for the operations and accounting personnel
who are associated directly or indirectly with the management of the Premises. Said costs shall
include gross salaries and bonuses, payroll taxes, insurance, workmen's compensation and other
employee benefits.
(c) All operations and accounting expenses incurred by Manager in the execution of
Manager's responsibilities pursuant to the terms of this Agreement, the initial set -up and continuing costs
of the electronic data processing, and the computer service costs of the monthly operating report,
including both the summary and detailed accounts.
(d) Cost of all non - standard printed forms, notices, checks, invoices, purchase orders, reports,
envelopes, etc. required for compliance with the terns and conditions of this Agreement, or as may be
requested by Owner; the cost of all audits required by the terms of this Agreement.
(e) Any other costs approved in writing by Owner to Manager.
11.2 Office of Manager. The Manager reserves and is granted the right to maintain an office in the
complex of a size reasonably related to the operation of the Premises. The Manager shall not be required
to pay for heat, light, or rent for the premises occupied as its office.
ARTICLE 12
INSUFFICIENT INCOME
If at any time the gross income (or cash in the Operating Account) from the Premises shall not be
sufficient to pay the bills and charges which may by incurred with respect to the Premises, the Manager
shall notify Owner immediately upon first projection or awareness of a cash shortage or pending cash
shortage and Owner and Manager shall jointly determine payment priority. Manager shall not be
obligated to pay said expenses and charges from its own account. After Manager has paid, to the extent
of available funds, all bills and charges based upon the ordered priorities set jointly by Owner and
Manager, Manager shall submit to Owner a statement of all remaining unpaid bills. Owner shall
immediately and without delay make all reasonable efforts to provide sufficient monies to pay any unpaid
expenses before they become delinquent.
ARTICLE 13
TERMINATION
13.1 Tennination for Cause. Owner may terminate this contract upon fifteen (15) days written notice
with cause. Cause shall be defined as the occurrence of any of the following events:
(a) (i) the filing of a voluntary petition in bankruptcy; (ii) being adjudicated as bankrupt or
insolvent; (iii) filing of any merger petition or seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to
bankruptcy, insolvency, or other relief for debtors, whether federal or state; (iv) Manager seeking,
consenting to, or acquiescing in the appointment of any trustee, receiver, conservator or liquidator of
Manager, or of all or any substantial part of its properties (the terms "acquiescing," as used herein, shall
be deemed to include but not be limited to the failure to file a petition or motion to vacate or discharge
any order, judgment or decree providing for such appointment within the time specified by law); (v) a
court of competent jurisdiction entering an order, judgment or decree approving a petition filed against
Manager seeking any reorganization arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief of
debtors, whether federal or state, and Manager either consents to or acquiesces (as hereinabove defined)
in the entry of such order, judgment or decree, or such order, judgement or decree shall remain unvacated
or unstayed for an aggregate of sixty (60) days from the date of entry thereof; or (vi) the appointment of a
trustee, receiver, conservator or liquidator of Manager of all or any substantial part of its properties
without the consent of or acquiescence of Manager which remains unvacated or unstayed for an aggregate
of sixty (60) days; or
(b) (i) Manager fails to perform any of its services in the manner or within the time required
herein; or, (ii) Manager commits or permits a breach of or default in any of its duties, liabilities or
obligations hereunder; or
(c) HUD's termination of this Agreement for those reasons stated in Article 5 herein.
13.2 Tennination for Convenience. Owner may terminate this contract for its convenience and without
cause upon ninety (90) days written notice to Manager.
13.3 Manager's Right to Compensation: Final Accounting. If this Agreement is terminated by any
party as provided above, it is further agreed:
(a) Notwithstanding any other provision herein to the contrary, the Manager's right to
compensation shall cease as of the effective date set forth in the notice of tennination, except that
Manager shall be entitled to all monies owed to Manager by Owner up to the effective date of
termination.
(b) That Manager's powers and authority under this Agreement shall cease and terminate at
the effective date set in the notice of tennination.
(c) Final Accounting. Manager shall deliver to Owner the following with respect to the
Premises:
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(1) A final accounting after tennination of this Agreement, reflecting the balance of
income and expenses on the Premises as of the effective date of termination to be delivered
within fifteen (15) days after such termination.
(2) Any balance or monies of Owner held by Manager with respect to the Premises,
shall be delivered immediately after such effective termination date and thereafter
promptly after same are received by Manager.
(3) All records, software, contracts, leases, receipts for deposits, unpaid bills and other
papers or documents which pertain to the Premises also shall be delivered immediately
upon such effective termination date.
ARTICLE 14
COOPERATION
14.1 Should any claims, demands, suits or other legal proceedings be made or instituted by any person
against Owner which arise out of any of the matters relating to the Agreement, the Manager shall give
Owner all pertinent information and reasonable assistance in the defense or other disposition thereof, at
the sole expense of Owner. This obligation of Manager shall survive the termination or expiration of this
Agreement.
14.2 Upon tennination of this Agreement, Manager will give to Owner all books, cards, registers,
receipts, documents, tapes, disks and other infonnation with respect to the Project and the management
thereof which Manager has in its possession and shall cooperate, as requested by Owner, in the transition
to a new manager of the Premises.
ARTICLE 15
MANAGER'S LIABILITY
15.1 Except as otherwise stated herein, Manager shall not in the perfonnance of this Agreement, be
liable to Owner or to any other person for any act or omission of any agent or employee of Owner or
Manager, or its subsidiaries or affiliates, unless the same results from negligence or willful misconduct of
the Manager, its officers, employees or agents.
15.2 Notwithstanding any other provisions of this Agreement, in no event shall Owner make any claim
against Manager, or its affiliates or subsidiaries on account of any alleged errors of judgment made in
good faith in connection with the operation of the Premises hereunder by Manager or the performance of
any advisory or technical services provided by or arranged by the Manager.
15.3 Owner shall not object to any expenditure made by Manager in good faith in the course of its
management of the Premises or in settlement of any claim arising out of the operation of the Premises
unless such expenditure is specifically prohibited by this Agreement.
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ARTICLE 16
REPRESENTATION
Owner hereby represents that in entering into this Agreement, Owner understands that no guaranty is
made or implied by Manager, or any of its affiliated companies as to the future financial success of the
Premises.
ARTICLE 17
REASONABLE CONSENT
Whenever in this Agreement the consent or approval of Manager or Owner is required, such consent or
approval shall not be unreasonably withheld.
ARTICLE 18
NOTICES
All notices, demands, consents and reports provided for in this Agreement shall be in writing and shall be
given to the appropriate Owner or Manager at the address set forth below or at such other address as they
may specify hereafter in writing:
MANAGER: Eagle County Housing and Development Authority
PO Box 850
Eagle, CO 81631
Attn: Jill Klostennan, Executive Director
with a copy to: Eagle County Attorney's Office
P.O. Box 850
Eagle, Colorado 81631 -0850
OWNER: Riverview Apartments Preservation LP
P.O. Box 850
Eagle, CO 81631
Such notice or other communication may be by electronic snail or may be mailed by United States mail,
postage prepaid, and may be deposited in a United States Post Office or a depository for the receipt of
mail regularly maintained by the post office. Such notices, demands, consents and reports may also be
delivered by hand, or by any other method or means permitted by law. Notice delivered by mail shall be
deemed given the third business day after deposit in the United States mail.
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ARTICLE 19
COMPENSATION
By the 25"' day of each month, the Manager shall receive remuneration for its services in managing the
Premises for such month as follows: A variable fee in the amount of 3.45% of the gross receipts from the
Premises per month.
Gross receipts for these purposes are all amounts received from the operation of the Premises including,
but not limited to, rents, parking fees, security deposit forfeitures (but not security deposits), laundry
income, and fees.
To the extent that rental income from the property in any month is not sufficient to pay the property
management fee due under this Agreement, such fee shall accrue without interest until rental income is
available, at which time accrued portions of the fee shall be then due and payable.
ARTICLE 20
MISCELLANEOUS
20.1 Construction. The plural may include the singular and the singular inay include the plural and this
Agreement shall be interpreted in this regard as the context may require.
20.2 Amendment. Except as otherwise herein provided, any and all amendments, additions or deletions
to this Agreement shall be null and void unless approved by the parties affected thereby in writing.
20.3 Headings. All headings herein are inserted only for convenience and ease of reference and are not
to be considered in the construction or interpretation of any provision of this Agreement,
20.4 Complete Agreement. This Agreement supersedes and takes the place of any and all previous
negotiations, representations, and oral agreements between the parties hereto.
20.5 Waiver. The waiver of any of the tenns and conditions of this Agreement on any occasion or
occasions shall not be deemed as waiver of such terms and conditions on any future occasion.
20.6 Binding om. This Agreement shall be binding upon and inure to the benefit of Owner, each of
its successors and /or permitted assigns, and shall be binding upon and inure to the benefit of Manager,
and its permitted assigns. There shall be no third party beneficiaries to this Agreement.
20.7 State Law and Venue. This Agreement shall be construed, interpreted and applied in accordance
with and shall be governed by, the laws applicable in the State of Colorado. Venue for any dispute arising
from or related to this Agreement shall be in the courts of Eagle County, Colorado.
20.8 Rebates. Manager agrees it will not collect or charge any undisclosed fee, rebate or discount, and
if any such should be received by Manager, these will be credited to the account of the Owner.
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20.9 Divisibility. In the event any Article or Section of this Agreement is deemed illegal or unlawful,
said Article or Section shall be struck from this Agreement and all other Articles and Sections shall
remain valid and in full effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year above
written.
Riverview Apartments Preservation LP
By and through Riverview Apartments Preservation
LLC, its general partner
By and through Eagle County Housing and
Development Authority, its sole member
By: G
K thy C ndler- Henry, Chair
MANAGER:
EAGLE COUNTY HOUSING AND DEVELOPMENT
AUTHORITY
By: �-- -.
Jill Klo erfnan, Excutive Director
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