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HomeMy WebLinkAboutECHDA23-09 ECSD_property managementPROPERTY MANAGEMENT AGREEMENT BETWEEN EAGLE COUNTY SCHOOL DISTRICT RE-50J AND EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY THIS AGREEMENT, is entered into on _____________ and is effective as of the 1st day of October, 2023, by and between EAGLE COUNTY SCHOOL DISTRICT RE-50J (hereinafter called “Owner”) and the EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a public body corporate and politic (hereinafter called “Manager”). WHEREAS, Owner owns the property located at 543 Miller Ranch Road, Edwards, Colorado 81632 consisting of thirty-seven (37) apartment units and associated facilities (the "Premises"); and WHEREAS, Owner desires to have the project managed by competent professionals; and WHEREAS, Manager has the personnel and resources necessary to competently and professionally manage the Premises and has familiarized itself with the Premises, including its physical condition; and WHEREAS, Owner and Manager desire to operate the Premises in a manner which provides a substantial benefit to the Eagle County workforce, primarily Owner’s employees and staff; 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 TERM Subject to and upon the terms and conditions set forth herein, or in any exhibit or addendum hereto, this Agreement shall commence on October 1, 2023 and shall continue in force, ending on June 30, 2024, but renew automatically on July 1, 2024 for the term of one year, ending on June 30, 2025, subject, however, to the termination provisions in Article 13. Thereafter, the Agreement will automatically renew annually for three (3) additional one-year terms, unless earlier terminated. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 9/18/2023 2 ARTICLE 3 RELATIONSHIP All actions by Manager in performing its duties and providing services pursuant to this Agreement shall be for the account of 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 performance of any part of the services to be provided hereunder. All such employees and independent contractors shall perform such services subject to the terms of this Agreement. Neither Owner, nor Manager, shall assign all or any part of this Agreement without the prior written consent of the other parties to this Agreement. ARTICLE 5 SERVICES TO BE PERFORMED BY OWNER Owner shall be responsible for exterior maintenance and upkeep of the Premises, including, but not limited to, snow removal, landscaping, and mowing. These services are to be provided by Owner’s Facilities Department. Manager is to contact Owner’s identified Facility Department staff if exterior maintenance needs of the Premises arise. ARTICLE 6 SERVICES OF MANAGER 6.1 Management and Operation. 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’s duties shall be limited to leasing or licensing, rent collection and deposits, and simple on-call maintenance services. Simple on-call maintenance services will consist of repairs and fixes which do not require the specialized skill of a professional, tradesperson, or other expert and exclude those services set forth in Article 5 of this Agreement. In the event a repair requires such specialized skill or higher expertise, Manager may outsource the repair at Owner’s expense. Manager will communicate with Owner prior to any repairs or maintenance that require specialized skills. 6.2 Employees. 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. All matters DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 3 pertaining to the employment, supervision, compensation, promotion, and discharge of such employees are the responsibility of Manager. 6.3 Budgets. Manager shall prepare and submit to Owner a proposed Operating Budget for the management and operation of the Premises for the forthcoming calendar year. Owner shall consider the proposed budget, consult with Manager, and agree on an approved Operating Budget for each forthcoming calendar year. The approved budget shall serve as a guideline to Manager in maintaining and operating the Premises, and Manager agrees, subject to the provisions of Section 6.1 and Article 7 of this Agreement, 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 evictions and collection suits and proceedings subject to Owner’s prior approval—to collect promptly all rents (including laundry income and all other income as may be applicable to the Premises) 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 in the Operating Account. All legal expenses outside of an approved budget and anticipated in bringing an approved suit or proceeding shall be submitted to Owner for its written approval in advance. 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 signing of the leases with prospective tenants designated by Owner on a form acceptable to Owner. Owner’s approval of the form of lease shall not unreasonably be withheld. In selecting tenants, Manager shall follow Owner’s Employee Housing Guidelines (“Housing Guidelines”), which may be modified by Owner from time to time, and which are attached as Exhibit A and incorporated by reference. Manager shall have the specific authority to sign agreements with the lease amounts set by Owner for the rental agreements in connection with amendments, renewals, extensions, modification, or cancellation of existing leases and preparation of new leases, 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 agreements., Owner shall use payroll deductions as an acceptable means of payment from the tenant for the rental agreement. Owner will provide said rental agreement payments to Manager on a monthly basis. Any rent loss due to vacancies will not be backfilled and/or paid to Manager. 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 repairs, decorations, and alterations, including the administration of a preventive maintenance program for all mechanical, electrical, and plumbing systems and equipment. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 4 Notwithstanding the generality of the foregoing, 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: (a) Responsibility and supervision of a preventive maintenance program; (b) Responsibility and supervision for any necessary maintenance or repairs to the Premises, with the exception of the maintenance and repairs identified in Article 5 of this Agreement; and (c) Any other activity incidental to the normal operation of an apartment project. 6.8 Intentionally Omitted. 6.9 Compliance. Manager has reviewed and shall be responsible for operational compliance with all terms and conditions in this Agreement. 6.10 Payment of Expenses. Manager shall pay all operating expenses from the Operating Account. Manager will fund a replacement reserve account from the Operating Account on an annual basis per unit at a rate set by Owner. 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 operational banking matters related to its contractual responsibility. Owner shall designate which bank(s) or financial institutions Manager shall use in discharging this responsibility. The parties agree that Owner’s current bank account should be utilized for rent collection. 6.13 Property Inspection. Manager shall conduct periodic comprehensive inspections of the Premises and report periodically to 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 Manager’s contractual responsibility. Such records and financial reports pursuant to Section 6.18, shall be made available to Owner during business hours upon two (2) days’ prior written notice. 6.15 Manager Availability. Manager shall maintain 24-hour availability for emergencies. 6.16 Intentionally Omitted. 6.17 Owner Communications. Manager shall be available for communication with Owner and will keep Owner advised of items affecting the Premises. Within two (2) days after Manager receives a certified or registered letter from any tenant, a copy will be sent to Owner. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 5 6.18 Financial Reports. Owner shall be responsible for financial reporting and record keeping, however: (a) Manager, in the conduct of its responsibilities to Owner as described in Article 6, 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, and shall be open to inspection by Owner upon request. 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) Manager shall furnish rental roll and similar 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) As additional support to the monthly financial statement, Manager shall make available to Owner, upon request, copies or originals of the following to the extent Manager maintains such records: 1. All bank statements, bank deposit slips and bank reconciliations; 2. Detailed cash receipts and disbursements records, including supporting documentation; 3. Detailed trial balances; 4. Paid invoices; 5. Summaries of adjusting journal entries; and 6. Supporting documentation for payroll, payroll taxes and employee benefits. (e) If necessary, Manager shall maintain liaison with Owner’s accountant. 6.19 Tenant Security Deposits. If collected, 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 unless required by the Colorado Open Records Act in which event Manager will provide notice of such disclosure to Owner. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 6 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 Units, and Manager may do so without further approval, except as identified in Section 6.1 of this Agreement, as long as Manager does not exceed the aggregate amount set forth in the approved budget. 7.3 Approved Capital Budget. In the event Manager identifies any capital items at the Premises requiring attention, then Manager shall notify Owner and the parties shall work together to develop a capital budget (“Capital Budget”). Owner’s approval of the Capital Budget shall constitute an authorization for Manager to expend any money for capital expenditures. 7.4 Contracts. In the event Manager identifies any items for which a contract may be needed, it will notify Owner. Owner will make the final determination of whether a contract is required, and will enter into a contract in a form satisfactory to Owner. Owner will share all contracts related to the Premises with Manager. 7.5 Compliance with Laws. It is the intent of 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 Units. 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 Owner might be subject to penalty, Manager shall transmit notice of such violation to 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. Owner expressly withholds from 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 Owner other than expenses related to exercising the express powers above vested in Manager without the prior written direction of 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. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 7 ARTICLE 8 INSURANCE 8.1 Owner to Obtain Adequate Insurance. Owner shall maintain at its expense insurance in Owner’s name 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. Owner shall be solely responsible for determining the amounts and types of insurance to be carried. Manager shall: (a) notify Owner within twenty-four (24) hours after Manager receives notice of any such loss, damage, or injury; and (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. 8.2 Information Furnished. 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 have no obligation to separately insure the Premises. Manager will maintain insurance covering its operations under this Agreement. 8.3 Subcontractor’s Insurance. Manager shall require that subcontractors brought onto the Premises have insurance coverage. 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 Manager, provided such audit tests are related to those activities performed by Manager for Owner. 9.2 Government Right to Audit. Manager is subject to audit by Owner’s independent auditor on an annual basis for the fiscal year ending on June 30th for each year of this Agreement, and Manager will cooperate in any such audit. 9.3 Correction of Discrepancies. Should Owner 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. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 8 ARTICLE 10 BANK ACCOUNTS 10.1 Operating Account. 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 (“Operating Account”). 10.2 Security Deposits. Manager shall keep and maintain security deposits in a separate account pursuant to Section 6.19 herein should it be so requested by Owner. 10.3 Change of Banks. Owner may direct Manager to change a depository bank or the depository arrangements for the Premises. 10.4 Access to Accounts. Owner shall be permitted 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) 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. (c) Cost of all non-standard printed forms, notices, checks, invoices, purchase orders, reports, envelopes, etc. required for compliance with the terms and conditions of this Agreement, or as may be requested by Owner; the cost of all audits required by the terms of this Agreement. (d) Any other costs approved in writing by Owner to Manager. (e) Compensation to Manager as set forth in Article 19 hereof. ARTICLE 12 INSUFFICIENT INCOME DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 9 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, 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 Termination for Cause by Owner. 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 by this Agreement; or (ii) Manager commits or permits a breach of or default in any of its duties, liabilities or obligations of this Agreement. 13.2 Termination for Cause by Manager. Manager 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) Owner fails to perform any of its duties under this Agreement or within the time required herein; or (ii) Owner commits or permits a breach of or default of any of its duties, liabilities, or obligations hereunder. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 10 13.3 Termination for Convenience. Either party may terminate this contract for its convenience and without cause upon ninety (90) days written notice to the other party. 13.4 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, Manager’s right to compensation shall cease as of the effective date set forth in the notice of termination, 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 termination. (c) Final Accounting. Manager shall deliver to Owner the following with respect to the Premises: (1) Intentionally omitted. (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, 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, 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 termination of this Agreement, Manager will give to Owner all books, cards, registers, receipts, documents, tapes, disks, and other information 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. 14.3 Owner shall cooperate in good faith and shall timely respond to requests for information, approvals or otherwise from Manager in connection with this Agreement ARTICLE 15 DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 11 MANAGER’S LIABILITY 15.1 Except as otherwise stated herein, Manager shall not in the performance of this Agreement, be liable to Owner or to any other person including Owner’s tenants for any act or omission of any agent or employee of Owner or Manager, or its subsidiaries or affiliates, unless the same results from gross negligence or willful misconduct of Manager, its officers, or employees. 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 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. ARTICLE 16 REPRESENTATION Owner hereby represents that in entering into this Agreement, Owner understands that no guarantee 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: Kim Bell Williams, Executive Director Email: kim.williams@eaglecounty.us with a copy to: Eagle County Attorney’s Office P.O. Box 850 DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 12 Eagle, Colorado 81631-0850 atty@eaglecounty.us OWNER: Eagle County School District RE-50J Po Box 740 Eagle, CO 81631 Attn: Sandra Farrell Email: sandra.farrell@eagleschools.net Such notice or other communication may be by electronic mail 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. ARTICLE 19 COMPENSATION By the 25th day of each month, Manager shall receive remuneration for its services in managing the Premises for such month as follows: A fee to account for 3.75% of the revenue collected per month is to be paid in the form of a Management Fee. This Management Fee includes on-call maintenance hours from Manager’s maintenance staff and will not be billed at an additional rate. This fee may be increased from time to time upon mutual written agreement of the parties. To the extent that rental income from the property in any month is not sufficient to pay the property Management Fee and maintenance costs due under this Agreement, such fees shall accrue without interest until rental income is available, at which time accrued portions of the fee and maintenance costs shall be then due and payable and in any event shall be due in full upon termination or expiration of this Agreement. ARTICLE 20 MISCELLANEOUS 20.1 Construction. The plural may include the singular and the singular may 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. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 13 20.5 Waiver. The waiver of any of the terms 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 Nature. 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 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 Owner. 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. 20.10 Independent Contractor. This Agreement constitutes an agreement for performance of the Services by Manager as an independent contractor and not as an employee of Owner. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture, or any other relationship between Manager and Owner except that of independent contractor. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year above written. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 14 OWNER: EAGLE COUNTY SCHOOL DISTRICT RE-50J By: ____________________________________ ____________________________________ MANAGER: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: ______________________________________ Kimberly Bell Williams Executive Director DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 Sandra Farrell 15 EXHIBIT A HOUSING GUIDELINES DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 EMPLOYEE HOUSING GUIDELINES For many years, Eagle County School District (ECSD) employees have identified housing as one of the biggest challenges to living and working in Eagle County. ECSD created an Employee Housing Master Plan which outlines a 10-year road map for the district’s employee housing efforts. The Plan includes goals, guiding principles, priority programs and projects, potential for funding and partnerships, and year by year measures of progress. It also provides a broad framework to guide housing work and is anticipated to be revised and refined over time. The Employee Housing Procedures are set with a focus on recruitment and retention of high-quality employees. The district recognizes housing as an extension of service to live here, to be viable, and keep employee families local and promote the desire to stay long term. Procedures are set with a focus on housing being attainable, accessible, and affordable in comparison to the limited inventory and pricing that exists in our current environment. General Conditions Eagle County School District owns a variety of properties for the sole purpose of attracting and retaining high-quality staff through the availability of rental properties. These properties will be available for rent to district employees according to the guidelines provided herein, provided the employee(s) meet the eligibility requirements and abide by the restrictions established by these guidelines and procedures. The terms of these guidelines are not exhaustive. The district may lease the properties for such rental amounts and upon such terms and conditions as may be deemed necessary or advisable by the Board of Education. This is intended only to establish a recommended procedure for leasing the properties and shall not create a property interest or other legally enforceable right in any individual to lease or occupy the properties. The district expects employees to comply with all regulations in the spirit in which they were intended. Eagle County School District (the district) will use available employee housing to best serve the district and strive to balance the need for recruitment and retention. Eligibility DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 Any person who is employed full-time by the district shall be eligible to enter the housing lottery for available properties. “Full-time” district employment is defined as 30 hours or more per week. “Part- time” district employment is defined as 20-30 hours per week. In the event of insufficient interest from full-time employees (if units remain available), part-time staff may be considered. If an individual owns a home within 75 road miles of Eagle County School District boundaries (per Google Maps), they are not eligible for housing. If an individual owns a home outside of 75 miles of Eagle County School District and the home hasn’t sold within one year, the individual is not eligible for lease renewal. Occupancy Only Eligible Eagle County School District Employees and their dependents are allowed to occupy ECSD Housing. Subleasing or Short term/vacation rentals of units or bedrooms shall not be allowed (includes Airbnb, VRBO, HomeAway or like services). Occupancy guidelines: No more than two people (aged 3 and up) will be permitted per bedroom at the time of lease signing. Unit choice: Eligible employees will have an option to apply for occupancy as: • Eligible Employee • Eligible Employee plus dependents • Eligible Employee plus other Eligible Employees as roommates Verification of Qualified Household Size: The total number of persons in a household, including eligible adults and qualifying dependents, are counted in determining the unit size for which applicants may qualify. The priority is a minimum of one qualified employee or dependent per bedroom. For example: • Two eligible employees would qualify for a 1- or 2-bedroom apartment. • Three eligible employees would qualify for a 2- or 3-bedroom apartment. • An eligible employee married to a non-qualified adult would qualify for a 1-bedroom apartment. • Two eligible employees with two qualified children would qualify for a 2- or 3-bedroom apartment. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 • An eligible employee with 2 children over age five would qualify for a 2- or 3-bedroom apartment. However, if one or both children were under the age of 3, they would qualify for a 1-, 2- or 3- bedroom apartment. Qualification Process Aiming to be as equitable as possible, while balancing the needs of the district and its employees, housing will be allocated via a lottery system. The allocation of units and terms below are established as a guideline which will be reviewed by the housing committee on an annual basis to help determine the need and units available for the lottery. • New hires - 12 of 46 units with an initial 1-year lease o When your lease ends, you can apply to “all other employees” category in the annual lottery process. • International hires - 10 of 46 units o After 3 years, you can apply to “all other employees” category in the annual lottery process. • All other employees - 24 of 46 units with the option to renew annually for up to a maximum of 5 years. • Employees of the District will be notified of available units and the process to apply as soon as possible through district-wide communication as well as the internal employee classifieds. • The district’s housing committee will process all applications based on District needs and will perform a lottery to fill those vacancies. o The initial lottery will be initiated 4 months prior to units becoming available. o Initial selection can be based on new hires, current employees, international employees, hard to fill positions, roommate status, etc., based on immediate needs for attracting and retaining employees. o Once initial selection has been made, eligible employees will have 10 days to secure the unit by signing the lease. If not completed within 10 calendar days, the selection will be offered to the next eligible employee per the lottery. Changes & Updates to Guidelines The district will review these guidelines annually and may make appropriate changes. Renters will be subject to changes in guidelines at the time of lease renewal. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 Interpretation of Guidelines Certain aspects of eligibility qualification criteria established in the guidelines may be subject to interpretation. In these cases, the Superintendent or his/her designee shall make the final determination as to interpretation. Other Lease Considerations 1. Lessee shall be responsible for the upkeep and general maintenance of the property and shall pay the established rental rates and be subject to other obligations as provided in a lease to be executed between the parties. 2. Depending upon location, the district may be responsible for repairs beyond general maintenance, provided that such repairs are not required because of an intentional or negligent act or omission by one of the occupants or their licensees, invitees, or guests. 3. Leases will be subject to other lease terms that may not be stated in this document. Definitions • Applicant(s) - person or group of persons applying for a rental unit. • Full time employee - district employment is defined as 30 hours or more per week. • Part time employee - district employment defined as 20-30 hours per week. • Qualified employee - an individual who works for the school district and meets the eligibility • requirements. • Qualified dependent - a qualified dependent is a dependent who lives with the qualified adult a • minimum of 100 days per year as demonstrated by court documents or a notarized custody affidavit. • Children who are in custody of a parent, are considered qualified dependents regardless of the percent • of custody. If at the time of the application the qualified adult is expecting the birth of a child, the • unborn child can be counted as a dependent upon receipt of a letter from a doctor stating the due date. • Examples: Special needs adult child • Non-qualified adult - an individual who does not meet the eligibility requirements. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 Terms • Lease options will be for a 1-year term, with the option to renew annually for up to a maximum of 5 years. • The maximum term in district housing for each employee is 5 years unless there is no current demand. • Lessee will have at least 60 days prior to the expiration of the term, to give the district notice of intention to vacate the premises, or reapply, at the end of their lease agreement. • Lessee will have the option to advertise the unit to other eligible employees for the remainder of the lease. This offer will initially be to employees who participated in the lottery and if not filled it can then be advertised district wide. • In case of a roommate vacancy the remaining Lessee(s) may attempt to fill the vacancy with an eligible employee within a thirty-day vacancy limit. If not filled by the remaining Lessee within thirty days, the vacancy shall be advertised and filled according to the district’s guidelines. The district will consult with any remaining Lessee(s) before selecting a new Lessee to try to maximize the compatibility between the remaining and replacement Lessee(s). In the case of a lessee vacating prior to the term of the agreement that lessee is responsible for their portion of the rent due until the term of the agreement is met. If a roommate is not found for a unit, the individual in the unit is responsible for full payment of the rent until a roommate(s) moves in. • Lease shall continue only so long as the individual remains employed by the district. In the event a person is terminated or resigns during the period of time that the lease is in effect, they will receive notice of when they need to vacate the unit, but it shall not be less than 30 days. • All rental leases will be for 1-year timeframes, renewable every year for up to five years. A written amendment to the current lease will suffice to extend the lease. Rates may be changed to July 1 of any year with 90 days’ notice. Rental Rates & Fees Rental rates are calculated in an effort, to be considered affordable based on ECSD wages and are tied to the base salary of the certified salary schedule. As the salary schedule increases, rental rates will increase in the following fiscal year and are applicable for one year, subject to change annually or with each lease renewal. All rental rates will be set by the Board of Education. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 The district will give a minimum of 3 months written notice of any rental rate increase that would occur upon the annual renewal. All rental, deposits, fees, etc. will be listed in a separate fee schedule and updated on a as needed, and Board of Education approved basis. Utilities/HOA Fees Utilities/HOA fees vary depending on the location and type of property. If utilities/HOA fees are not included in the rent, they will be collected via payroll deduction to reimburse ECSD or billed directly to the Lessee where appropriate. Amenities Amenities vary depending on the location and type of property. Any additional amenities such as garage, covered parking, storage that may not be included in the basic rental rates are the responsibility of the Lessee. Pets Pets will be considered where allowed and ultimately approved by the district. One pet per bedroom will be allowed with a 2-pet maximum per unit. An additional pet deposit and monthly fee will be required. See the fee schedule for those amounts. Smoking Smoking Smoking shall not be allowed in any district-owned units or common areas. Marijuana Marijuana and marijuana related products are prohibited in any district-owned units or common areas. Regardless of State laws regarding marijuana, marijuana is illegal on the federal level, and property owners may prevent marijuana use in their property as it is still prohibited by federal law. Further, the US Department of Housing and Urban Development has stated that the use of marijuana for medical purposes violates federal law and the federal and state nondiscrimination laws do not require landlords to accommodate requests by current or prospective residents with disabilities to use medical marijuana. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0 Guests & Parking Guests Guests are limited to staying no more than 28 days in a 12-month period. Parking Parking rules and regulations vary by location and property. Lessee will be required to follow all parking rules and regulations. Insurance The district, in its sole discretion and for its sole benefit, shall cause the Premises to be insured as it deems appropriate. Lessee shall have no right or claim to any insurance or insurance proceeds. Lessee understands and agrees that the district has no obligation to obtain insurance for Lessee including, but not limited to, liability, hazard, or contents insurance. If Lessee desires insurance, Lessee is advised to obtain renter’s insurance at Lessee’s sole cost and expense, and for Lessee’s sole benefit. DocuSign Envelope ID: 7B83719A-F862-41B2-8576-E81A834577F0