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HomeMy WebLinkAboutTimber Ridge Property Management AgreementCorum Real Estate Group, Inc. PROPERTY MANAGEMENT AGREEMENT For TIMBER RIDGE APARTMENTS 46881591.2 TABLE OF CONTENTS Article 1 SERVICES Article 2 TERM Article 3 RELATIONSHIP Article 4 DELEGATION AND ASSIGNABILITY Article 5 PROPERTY Article 6 SERVICES OF MANAGER 6.1 Objective Standard 6.2 Employees 6.3 Budgets 6.4 Collection ofReceivables 6.5 Repairs, Decorations, Alterations 6.6 Operating Activities 6.7 Payment of Expenses 6.8 Payroll 6.9 Bank Relationship 6.10 Property Inspection 6.11 Maintenance of Records 6.12 Manager Availability 6.13 Tenant Relations 6.14 Owner Communications 6.15 Financial Reports 6.16 Tenant Security Deposits 6.17 Owner's Property Article 7 MANAGER'S AUTHORITY Article 8 INSURANCE AND INDEMNIFICATION 8.1 Insurance 8.2 Contractor's Insurance Article 9 OWNER'S RIGHT TO AUDIT 9.1 Owner's Right to Audit 9.2 Correction of Discrepancies Article 10 BANK ACCOUNTS Article 11 PAYMENT OF EXPENSES 11.1 Expenses Paid by Manager from Operating Account 11.2 Expenses Paid by Owner Article 12 INSUFFICIENT INCOME Article 13 TERMINATION Article 14 COOPERATION Article 15 MANAGER'S LIABILITY Article 16 REPRESENTATION Article 17 REASONABLE CONSENT Article 18 NOTICES Article 19 COMPENSATION Article 20 ILLEGAL ALIENS Article 21 MISCELLANEOUS 20.1 Construction 20.2 Amendment 20.3 Headings Page 2 of 17 46881591.2 20.4 Complete Agreement 20.5 Waiver 20.6 Binding Nature 20.7 State Law 20.8 Rebates 20.9 Divisibility 20.10 Priority of Trust Indenture and Project Agreement 20.11 Counterparts EXHIBIT A Description of the Property EXHIBIT B Management Services Standards EXHIBIT C Department of Labor Affidavit Page 3 of 17 46881591.2 PROPERTY MANAGEMENT AGREEMENT TIMBER RIDGE APARTMENTS THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement "), dated as of rvour'M ,&D I L4 , is by and between THE TOWN OF VAIL ( "Owner ") and CORUM REAL ESTATE GROUP, INC., a Colorado corporation ( "Manager "). WHEREAS, Owner is the owner of the real property described in Exhibit A attached hereto and incorporated herein and all improvements upon the property ( "Property"); WHEREAS, Owner wishes to obtain the benefits of Manager's expertise in the field of real estate management by hiring Manager to manage the Premises (as defined below) and Manager desires to assume all such responsibilities in accordance with the terms and provisions ofthis Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 SERVICES Manager hereby agrees to provide, and Owner hereby appoints Manager to exclusively provide, the services necessary to manage the Premises as more particularly described in Schedule B, attached hereto and incorporated herein by this reference, subject to this Agreement. ARTICLE 2 TERM Zpl N The term of this Agreement shall commence as of Qg6l and shall continue for a period of one (1) year, with automatic renewal for additional one (1) year periods unless sooner terminated as provided herein. ARTICLE 3 RELATIONSHIP All action by Manager in performing its duties and providing services pursuant to this Agreement shall be for the account of Owner. With the exceptions of the exclusions outlined in Article 11, Owner agrees to be responsible for all costs, expenses, obligations, disbursements or other liabilities incurred by Manager in providing management and operational services in compliance with this Agreement, including, without limitation, contracts for cleaning, landscaping or maintenance services and orders for supplies and equipment. Nothing contained in this Agreement shall be construed as creating, between the parties hereto or with any third party, a partnership, joint venture or any relationship other than agency. ARTICLE 4 DELEGATION AND ASSIGNABILITY Manager shall have the right to delegate its responsibilities under this Agreement to employees or agents of Manager or to engage independent contractors for performance of any part of the services to be provided hereunder. Neither Owner nor Manager shall assign all or any part of this Agreement without prior written consent of the other party to this Agreement. ARTICLE 5 PROPERTY Page 4 of 17 46881591.2 The property covered by this Agreement is described on Exhibit A attached hereto includes the apartment complex known as Timber Ridge Apartments. The Property shall be referred to herein as the Premises ". ARTICLE 6 SERVICES OF MANAGER 6.1 Objective Standard. Manager shall manage, operate and maintain the Premises in a manner consistent with the management and operation of a high quality apartment community and in a manner reflective of 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 Premises. 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 pertaining to the employment, supervision, compensation, promotion and discharge of such employees are the responsibility ofManager. All employees shall be considered employees ofManager and not Owner. 6.3 Budgets. 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 Fiscal Year by Owner shall consider the proposed budgets, consult with Manager, and agree on an Approved Operating Budget" and an "Approved Capital Budget" (collectively, the "Approved Budgets ") for the Premises for the forthcoming Fiscal Year. The Approved Budgets shall serve as a guideline to 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 to effect that the actual cost of maintaining and operating the Premises shall not exceed the Approved Budgets. 6.4 Collection of Receivables. Manager shall use diligent efforts to collect from tenants of the Premises, all rents (including, without limitation, operating costs and other escalation billings and base rent adjustments), remodeling and alteration reimbursements, 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, parking income, copy machine income, conference room rental, tenant storage and coin operated machines of all types e.g. vending machines, pay telephones, laundry machines, etc.) All monies so collected shall be deposited daily in the operating account for the Property established with I" BANK OF VAIL located in Vail, Colorado (the "Operating Account'). Manager shall not terminate any lease, lock out any tenant of the apartments, institute any suit for rent or for use and occupancy, or proceedings for recovery of possession, without the prior approval of Owner. 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 Repairs, Decorations, Alterations. 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. Manager shall be responsible for arranging all remodeling and alteration work, after initial lease up, including obtaining bids and proposals, obtaining tenant approval, invoicing tenants for reimbursements, collecting same and making payment for the work done. 6.6 Operating Activities. Manager shall institute and supervise all operational activities of the Premises, including, without limitation, the following: a. responsibility and supervision of the cleaning; b. supervision of the security on behalf of Owner; Page 5 of 17 46881591.2 C. responsibility and supervision of maintenance and landscaping; d. responsibility and supervision of window washing; e. responsibility and supervision of all HVAC equipment; f. responsibility and supervision of a preventive maintenance program; g. responsibility and supervision for any necessary repairs to the Premises; and h. any other activity incidental to the normal operation of a multi - family low and moderate income apartment complex. 6.7 Payment of Expenses. Manager shall pay all operating expenses from Owner's Operating Account. 6.8 Payroll. Manager shall prepare and pay all payrolls from the Operating Account and maintain comprehensive payroll records. 6.9 Bank Relationship. Manager shall handle all operational banking matters related to its contractual responsibility. 6.10 Property Inspection. Manager shall conduct periodic comprehensive inspections of the Premises and report its findings to Owner. 6.11 Maintenance of Records. Manager shall maintain complete and identifiable records and files on all matters pertaining to the Premises and report its findings to Owner. 6.12 Manager Availability. Manager shall maintain 24 -hour availability for emergencies. 6.13 Tenant Relations. Manager shall administer a tenant relations program which maintains a high visibility of management presence and service among tenants. 6.14 Owner Communications. Manager shall be available for communication with Owner and will keep Owner advised of items affecting the Premises. Within ten (10) days after Manager receives a certified or registered letter from any tenant (as required for adequate notice under the lease), a copy will be sent to Owner following the procedure set forth in Paragraph 18.1 of the Agreement. 6.15 Financial Reports. 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 Manager's office. 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) approved by Owner. C. Manager shall, within thirty (30) days after the last day of each month throughout the Fiscal Year, prepare financial statements for the preceding month, including a statement of income, balance sheet, cash flow statement, budget variances, occupancy rates, construction draws and funds remaining in the Operating Account, statement of rental activity, rental rates, detailed cash receipts and disbursement records, detailed trial balances, paid invoices, summaries of adjusting journal entries, and supporting documentation for payroll, payroll taxes and employee benefits, all bank statements, bank deposit slips and bank reconciliations, and further information concerning any budget variances in excess of five percent (5 %). Page 6 of 17 46881591.2 d. Within thirty (30) days after the last day of each month of each Fiscal Year, Manager shall prepare a monthly financial report covering the operation of the Premises for such month and containing a balance sheet as of the end of such quarter and a statement of unrestricted fund revenue, expenditure and transfers and a statement of cash flows with respect to the Premises for such quarter, showing in each case in comparative form the figures for the corresponding quarter of the preceding Fiscal Year, along with any further information concerning any budget variances in excess of 5 %. Manager shall maintain a liaison with Owner's accountant. 6.16 Tenant Security Deposits. Unless prohibited by local law, all tenant security deposits are to be deposited by Manager into a separate account established to hold and maintain all security deposits received in connection with the leasing of the Premises (the "Security Deposits Account "). Manager shall assume the liability for the Security Deposits Account, including all obligations for return of such security deposits as set forth in the lease agreements with tenants. Manager shall return a security deposit(s), which shall be paid from the Security Deposits Account. In the event of any dispute between Manager and a tenant concerning a security deposit, upon written request from such tenant, Manager will give such tenant the name and address of Owner set forth in Article 18 below. 6.17 Owner's Property. All books, cars, registers, receipts, documents and any other papers 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 without the prior consent of Owner. ARTICLE 7 MANAGER'S AUTHORITY 7.1 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 and accepted by Manager in writing. 7.2 An "Annual Approved Operating Budget" shall be determined annually and shall constitute an annual authorization by Owner for Manager to expend money to operate and manage the Premises, and Manager may do so without further approval as long as Manager does not exceed the Annual Approved Operating Budget. Manager may not take action that would exceed the Annual Approved Operating Budget unless a revised Annual Approved Operating Budget is approved in writing by Owner. Once approved, Manager's authority with the revised Annual Operating Budget for a given year shall be the same as that authorized for the original Annual Approved Operating Budget for such year. 7.3 The Approved Capital Budget shall not constitute an authorization for Manager to expend any money. Any capital expenditure must be specifically authorized by Owner. With respect to the purchase and installation of major items of new or replacement equipment, Manager shall recommend that Owner purchase these items when Manager believes such purchase to be necessary or desirable. Owner may arrange to purchase and install the same itself or may authorize Manager to do so subject to prescribed supervision and specification requirements and conditions. Unless Owner specifically waives such requirements, either by memorandum or as an amendment to this Agreement, all capital equipment, new or replacement equipment exceeding five thousand dollars ($5,000) shall be awarded on the basis of competitive bidding when appropriate. 7.4 Manager shall not enter into any contract for cleaning, maintaining, repairing or servicing any property or any of the constituent parts of any property without approval of Owner. 7.5 Manager shall operate he Premises 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 remedy any violation of any such law, ordinance, rule, regulation or order which comes to its attention. Page 7 of 17 46881591.2 7.6 Expenses incurred in remedying violations may be paid by Manager from the Operating Account provided such expenses do not exceed one thousand dollars ($1,000) 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 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 before the end ofthe next business day. 7.8 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 Manager is specifically authorized and directed by Owner to employ and supervise a competent community manager, leasing assistant, maintenance persons, security and grounds personnel 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 Owner. All expenses incurred by Manager in employing such persons shall be paid by Manager as provided in Article 11.1. ARTICLE 8 INSURANCE 8.1 Owner's Insurance. Owner shall, at Owner's sole expense, obtain and keep in full force and effect, insurance in commercially reasonable amounts for the Property and all operations thereon. Owner shall include in its policy covering the Property all personal property, fixtures and equipment located thereon. Owner agrees to name Manager as an additional insured on all insurance maintained by Owner related to the Property at no cost to Manager and to provide Manager with a certificate of insurance evidencing the same. Owner may carry any insurance required by this Agreement under a blanket policy or under a policy containing a self - insured retention. 8.2 Contractor's Insurance. Manager shall require that contractors brought onto the Premises have insurance coverage at the contractor's expense, in the following minimum amounts: Commercial General Liability insurance with minimum combined single limits of one million dollars ($1,000,000) each occurrence and one million dollars ($1,000,000) general aggregate; and Workmen's Compensation insurance in the statutorily required amount. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. ARTICLE 9 OWNER'S RIGHT TO AUDIT 9.1 Owner's Right to Audit. Owner reserves the right for Owner's employees or others appointed, designated or approved by Owner, 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. Page 8 of 17 46881591.2 9.2 Correction of Discrepancies. Should Owner's employees or appointees discover either weaknesses 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 either by Owner's employees or appointees will be at the sole expense of Owner. ARTICLE 10 BANK ACCOUNTS Manager shall deposit all rents and other funds collected from the operation of the Premises, including any and all advance funds, in the Operating Account. Manager shall pay the operating expenses of the Premises including service payments and any other payments relative to the Premises from the Operating Account. ARTICLE 11 PAYMENT OF EXPENSES 11.1 Exnenses Paid By Manager From the Operating Account. The following costs shall be reimbursed to Manager by Owner upon submittal to Owner: a. The cost of all travel expenses incurred by Manager and approved by Owner, either through budgetary approval or by specific written approval of Owner, provided that said travel specifically excludes local automobile mileage; b. The salary, including payroll taxes, workmen's compensation and all employee benefits, of the following personnel and any additional personnel approved or requested by Owner: building secretary, building engineer(s), maintenance, porter and security personnel as required on the Premises; C. Any and all costs necessary to the management, operation, leasing and maintenance of the Premises which are covered within the approved budgetary guidelines as outlined in Articles 6 and 7; d. The pro rata share of the salary and compensation attributable to the Premises for Manager and operations accounting personnel who are associated directly or indirectly with the management of the Premises. Said costs to include salaries and bonuses, payroll taxes, insurance, workmen's compensation and other employee benefits; e. All operations accounting expenses incurred by Manager in the execution of Manager's responsibilities pursuant to the terms of this Agreement, with the exception of the following, which shall be paid directly by Owner: 1) cost of all 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; 2) the cost of all audits required by the terms ofthis Agreement; and 3) the costs of electronic data processing and related computer service costs for all reports requested by Owner. f. All leasing commissions; g. Management fees; and h. All capital expenditures referred to in Articles 6 and 7 and all remodeling and alteration expenditures authorized by Owner. Page 9 of 17 46881591.2 ARTICLE 12 INSUFFICIENT INCOME 12.1 If at any time the gross income (or cash in the Operating Account) from the Premises is not sufficient to pay the bills and charges which may be 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 after the payment of management fees and expenses to be reimbursed to Manager. Manager shall not be obligated to pay said expenses and charges from his own account. After Manager has paid, to the extent of available gross income, all bills and charges based upon the order agreed upon by Owner and Manager, Manager shall submit to Owner a statement of all remaining unpaid bills. Owner shall to the extent available provide sufficient funds to pay any unpaid expenses before they become delinquent. ARTICLE 13 TERMINATION 13.1 This Agreement may be terminated without cause by Manager or Owner at any time upon sixty (60) days prior written notice to the other party. 13.2 Ifthis 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 as ofthe effective date of termination. b. Manager's powers and authority under this Agreement shall cease and terminate on the effective date set forth in the notice of termination. Final Accounting. Within thirty (30) days of termination, Manager shall deliver to Owner the following with respect to the Premises: 1) a final accounting, reflecting the balance of income and expenses on the Premises as of the effective date oftermination. 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 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 this Agreement, Manager shall give Owner all pertinent information and reasonable assistance in the defense or other disposition thereof. ARTICLE 15 MANAGER'S LIABILITY Page 10 of 17 46881591.2 15.1 Manager shall not in the performance of this Agreement be liable to Owner or to any other person for any act or omission, negligence, tortious or otherwise, of any agent or employee of Owner, or its subsidiaries or affiliates, unless the same results from the negligence or willful misconduct of Manager, its officers, employees or agents. ARTICLE 16 REPRESENTATION 16.1 Owner hereby represents that in entering into this Agreement, Owner has not relied on any projection of earnings statements as to the possibility of future success or other similar matter which may be prepared by Manager, or any of its affiliated companies as to the future financial success of the Premises or the Project as a whole. ARTICLE 17 REASONABLE CONSENT 17.1 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 18.1 All notices, demands, consents, statements or communications required or permitted under this Agreement shall be in writing and shall be deemed duly served when delivered personally to any officer of Owner or Manager or when transmitted by overnight courier to the address set forth below or when deposited in the United States mail, postage prepaid, certified or registered, return receipt requested at the address set forth below or at such other address as they each may specify to the other in writing: OWNER: Town ofVail 75 S. Frontage Road Vail, CO 81657 Attn: Town Attorney MANAGER: Corum Real Estate Group, Inc. 600 S Cherry Street, #625 Englewood, CO 80246 The foregoing shall in no event prohibit notice from being given as provided in Rule 4 of the Colorado Rules ofCivil Procedure, as the same be amended from time to time. ARTICLE 19 COMPENSATION 19.1 Each month, Manager shall receive remuneration for its services in managing the Premises in accordance with the terms and tenor of this Agreement: a. Owner shall pay Manager a base fee of $7,500.00 per month while the Property is open 100 %, dropping to $4,750.00 per month once 50% of the Property is closed for reconstruction, payable by the fifth day ofthe following month for the duration of this Agreement. b. Manager shall be responsible for the payment of any partnership sub management fees from Manager's account. Manager shall not enter into any sub management agreements of any kind without prior written approval of Owner. ARTICLE 20 Page 11 of 17 46881591.2 ILLEGAL ALIENS 20.1 Certification. By entering into this Agreement, Manager hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Manager will participate in either the E -Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment (the "Department Program ") to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. 20.2 Prohibited Acts. Manager shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Manager that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. 20.3 Verification. 1. If Manager has employees, Manager has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E -Verify Program or the Department Program. 2. Manager shall not use the E -Verify Program or Department Program procedures to undertake pre - employment screening ofjob applicants while this Agreement is being performed. 3. If Manager obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Manager shall: notify the subcontractor and the Town within three (3) days that Manager has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Manager shall not terminate the subcontract if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Manager shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8- 17.5- 102(5)(a) to ensure that Manager is complying with the terms of this Agreement. E. Affidavit. If Manager wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Manager shall sign the "Department Program Affidavit" attached hereto. ARTICLE 21 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 ofthis Agreement. Page 12 of 17 46881591.2 20.4 Complete Agreement. This Agreement and Exhibits A and B, attached hereto and made a part hereof by this reference constitute the complete, final and binding agreement between the parties, and shall supersede any prior understanding or agreement, written or verbal, between the parties, with respect to the terms herein. 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 his successors and/or permitted assigns, and shall be binding upon and inure to the benefit of Manager, and it's permitted assigns. 20.7 Governing Law and Venue. This Agreement shall be construed, interpreted and applied in accordance with and shall be governed by, Colorado law, and venue for any legal action arising out of this Agreement shall be in Eagle County, Colorado. 20.8 Rebates. Manager agrees it will not collect or charge any undisclosed fee, rebate or discount, and if any such fee, rebate or discount should be received by Manager, these will be credited to the account of Owner. 20.9 Severability. 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 force and effect. 20.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 20.11 Governmental Immunity. Owner and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10 -101, et seq., as amended, or otherwise available to Owner and its officers, attorneys or employees. 20.12 Rights and Remedies. The rights and remedies of Owner under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit Owner's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. 20.13 Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of Owner not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. jSIGNATURES ON FOLLOWING PAGE] Page 13 of 17 46881591.2 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year above written. OWNER: TOWN OF VAIL By: /c — Name: L Title: MANAGER: CORUM REAL ESTATE OUP, INC. By: Name: Title: Page 14 of 17 46881591.2 EXHIBIT A Description of Property An apartment project located at: 1280 North Frontage Rd W Vail, CO 81657 Page 15 of 17 46881591.2 EXHIBIT B Management Services Standards 1) An experienced team of property management individuals trained to provide all of the necessary services including: Management Front Desk Maintenance Cleaning Accounting 2) Emergency /After hours service 24 hours per day, 7 days per week 365 days a year 3) 4) Timely collection of rents 5) Timely return of security deposits 6) Enforcement ofproperty rules & regulations equally 7) Maintain management & leasing offices 8) Maintain clean units at all times 9) Post warnings for rule infractions, notices to vacate, notices to quit, inspections, etc. This level of service will be evaluated periodically with Owner to determine actual level of services necessary. Page 16 of 17 46881591.2 EXHIBIT C DEPARTMENT PROGRAM AFFIDAVIT To be completed only ifManager participates in the Department ofLabor Lawful Presence Verification Program] I, , as a public contractor under contract with the Town of Vail (theTown "), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ( "Agreement ") with the Town within twenty20) days after such hiring date; 2. I have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. I have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature STATE OF COLORADO ss. COUNTY OF Date The foregoing instrument was subscribed, sworn to and acknowledged before me this 2014, by as of My commission expires: S E A L) Notary Public 46881591.2 Page 17 of 17 day of