HomeMy WebLinkAboutC24-478 Eagle County Housing Development Authority_ECHO House Management
PROPERTY MANAGEMENT AGREEMENT BETWEEN
EAGLE COUNTY, COLORADO AND
EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY FOR
MANAGEMENT OF ECHO HOUSE AT 2421 COOLEY MESA ROAD
THIS AGREEMENT, entered into on _______________ and effective as of the
_______________, by and between EAGLE COUNTY, COLORADO (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 2421 Cooley Mesa Road, Gypsum, Colorado
consisting of seven (7) apartment units, four (4) outdoor RV concrete pads, and associated facilities
("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 multifamily residential apartment complex 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 Eagle County workforce and persons of low income; 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 _________________, and shall continue in force, ending on June 30,
2027, subject, however, to the termination provisions in Article 13.
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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 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. 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
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 arranged by Owner for
provision by the Eagle County Government Facilities Department.
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’s
duties shall be limited to leasing, rent collection and deposits, and simple on-call maintenance services.
Simple on-call maintenance services, such as addressing simple heating issues or minor water leaks, will
consist of repairs and fixes which do not require the specialized skill of a licensed professional,
tradesperson, or other expert. In the event a repair requires such specialized skill or higher expertise,
Manager may outsource the repair at Owner’s expense.
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. All matters
pertaining to the employment, supervision, compensation, promotion and discharge of such employees are
the responsibility of the Manager.
6.3 Intentionally omitted.
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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 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 and approved by the County Attorney may 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 be
unreasonably withheld. 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, and any successor contract or other low and moderate income
guidelines approved by Owner from time to time. Manager shall be responsible for terminating lease
tenancies in the event of lease agreement violations and for issuing warnings, posting notices of eviction,
and instituting and prosecuting eviction proceedings on behalf of Owner. Manager shall make reasonable
efforts to obtain and keep desirable tenants for the Premises, including by providing tours of the Property
if requested by potential tenants, either on-site or virtually, at such frequency and times as may be
determined by Manager in its reasonable discretion, and perform whatever services may be reasonably
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 repairs, decorations and
alterations, including the administration of a preventive maintenance program for all mechanical,
electrical and plumbing systems and equipment.
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) Intentionally omitted;
(b) Responsibility and supervision for any necessary maintenance or repairs to the Premises;
and
(c) Any other activity incidental to the normal operation of an apartment project.
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6.8 Intentionally omitted.
6.9 Intentionally omitted.
6.10 Intentionally omitted.
6.11 Intentionally omitted.
6.12 Financial Accounting. Manager shall handle financial accounting related to its contractual
responsibilities hereunder. Owner shall designate which Eagle County funds or accounts Manager shall
use for the deposit of collected rents and for otherwise discharging Manager’s contractual responsibilities
hereunder.
6.13 Intentionally omitted.
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 records and financial
reports pursuant to Section 6.18, shall be available to the Owner during business hours upon two (2) days
of 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 five (5) days after Manager receives a
certified or registered letter from any tenant, Manager will send a copy of the same to Owner.
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. 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) Intentionally omitted.
(c) The Manager shall furnish rental collection reports for the Premises of all transactions
occurring from the first day of the prior month to the last day of the prior month.
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(d) As additional support to the monthly financial statement, Manager shall make available to
the 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;
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 of the Premises 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.
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 Intentionally omitted.
7.3 Intentionally omitted.
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
the Manager.
7.5 Intentionally omitted.
7.6 Intentionally omitted.
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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 to any building on the Premises 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.
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. 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
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 performing work on 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
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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 performed by Manager for Owner.
9.2 Intentionally omitted.
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.
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 an Eagle
County fund or account designated by Owner.
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 the Manager to change a depository bank or the depository
arrangements for its respective 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.
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(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
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 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:
(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.
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:
(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.
13.3 Termination for Convenience. Either party may terminate this contract for its convenience and
without cause upon forty-five (45) days written notice to the other party.
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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, the 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, 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 termination of this Agreement, Manager will give to Owner all books, cards, registers,
receipts, documents, tapes, disks and other information with respect to the Premises 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
MANAGER’S LIABILITY
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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 the 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 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.
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
P.O. 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
Eagle, Colorado 81631-0850
atty@eaglecounty.us
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OWNER: Eagle County, Colorado
Attention: David Reid
P.O. Box 850
Eagle, CO 81631
Email: david.reid@eaglecounty.us
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, the Manager shall receive remuneration for its services in managing the
Premises for such month as follows: A Flat Fee in the amount of $700.00 per month is to be paid in the
form of a management fee for the months of November through May (7 months) and a tiered amount for
the summer months of June through October. The tiered amount is based on occupancy for the summer
months. When occupancy is 0-1 units, the monthly fee is $100; occupancy of 2-3 units is $350; and
occupancy of 4+ units is $700 per month. This Management Fee includes on-call maintenance hours
from Eagle County Housing and Development Authority’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. Further, Property Manager and Maintenance Technicians may perform maintenance services at a
rate of fifty dollars ($50) per hour for maintenance items not otherwise completed by Owner and its staff.
In the event that a maintenance item is not after hours or an emergency and a third-party contractor can
perform the maintenance work at a less expensive rate, Manager will attempt to engage a contractor to
perform the work in the best interests of the Premises.
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.
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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 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 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.
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.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year above
written.
OWNER:
EAGLE COUNTY, STATE OF COLORADO BY
AND THROUGH ITS COUNTY MANAGER
By: ____________________________________
Jeff Shroll, County Manager
MANAGER:
EAGLE COUNTY HOUSING AND
DEVELOPMENT AUTHORITY
By:
Kimberly Bell Williams, Executive Director
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