SENIOR HOUSING MANAGEMENT AGREEMENT

Transcription

1 SENIOR HOUSING MANAGEMENT AGREEMENT This Agreement is made this day of, by and between the CHARTER TOWNSHIP OF SHELBY, Van Dyke, Shelby Township, Michigan , (the Owner ) and, (the Agent ). 1) Appointment and Acceptance. The owner appoints the Agent as agent for the management of the Shelby Manor senior adult housing, more fully described in Section 2 of this Agreement, and the Agent accepts the appointment, subject to the terms and conditions set forth in this Agreement. 2) Description of Project. The property to be managed by the Agent under this Agreement (the Project ) is a senior adult rental housing development consisting of the land, buildings, and other improvements described as follows: Name: Location: Shelby Manor 13780, and Lakeside North, Shelby Township County: Macomb State: Michigan Zip Code: No. of Dwelling Units: 264 3) Management Plan. Incorporated as Exhibits 1, 2 and 3 are copies of the Property Management Provider Requirements (the Plan ) for the Project, which provide a comprehensive and detailed description of the policies and procedures to be followed by the Agent in the management of the Project. In various sections, this Agreement briefly defines the nature of the Agent s obligations, with the intention that reference be made to the Plan for more detailed policies and procedures. Accordingly, the Agent will comply with all applicable provisions of the Plan, as set forth in Exhibits 1, 2 and 3, regardless of whether specific reference is made in any particular provision of this Agreement. 4) Basic Information. The Owner will, to the extent possible, furnish to Agent a complete set of plans and specifications and copies of all guaranties and warranties pertinent to construction, fixtures, and equipment related (collectively referred to as the Drawings ) to and/or used in connection with the Project to the extent copies of the Drawings are available. With the aid of this information and inspection by competent personnel, the Agent will familiarize itself with the character, location, construction, layout, plan and operation of the Project including, but not limited to, the electrical, heating, plumbing, ventilating systems, the elevator, and all other mechanical equipment.

2 5) Rentals. The Agent will offer for rent and will rent the dwelling units, parking spaces, commercial space, if any, and other rental facilities and concessions in the Project. the following provisions will apply: a) The Agent will follow the regulations establishing admission and continued occupancy policies, as may be adopted and amended from time to time by the Owner. b) The Agent will show the premises to prospective tenants. c) The Agent will take and process applications for rentals. If an application is rejected, the applicant will be told the reason for rejection, and the rejected application, with reason for rejection noted, will be kept on file for one (1) year. A current list of prospective tenants will be maintained by Agent on a waiting list and readily available to Owner or its authorized representatives. d) Dwelling leases will be in a form approved and provided by the Owner. The Agent will prepare all dwelling leases and parking permits, and will execute the same in its name, identified thereon as Agent for the Owner. Agent may not deviate from the form of Lease under any circumstances without first obtaining Owner s prior written consent. e) All rental and maintenance charges are established by the Owner in its sole and absolute discretion. The Agent will prepare rent schedules showing approved rents for dwelling units, maintenance charges and other charges for facilities and services. In no event will rents and other charges be modified without first obtaining the Owner s prior written approval. f) The Agent will collect, deposit, and disburse security deposits, if required in accordance with the terms of each tenant lease. 6) Collection of Rents. All rentals, and related charges, are deposited by tenants in a lockbox on the Premises which shall generate deposit reports and provide copies of same to Owner and Agent. 7) Enforcement of Leases. The Agent will secure full compliance by each tenant with the terms of each tenant s lease. Voluntary compliance will be emphasized, and the Agent, utilizing the services of local social service agencies when available, will counsel tenants and make referrals to community agencies in cases of financial hardship or under other circumstances deemed appropriate by the Agent, to the end that involuntary termination of tenancies may be avoided to the maximum extent consistent with sound management of the Project. Nevertheless, the Agent may lawfully terminate any tenancy when, in the Agent s judgment, sufficient cause (including but not limited to nonpayment of rent) for such termination occurs under the terms of the tenant s lease. For this purpose, the Agent is authorized to consult with Owner s designated legal counsel to execute notices to quit and judicial proceedings pursuant to such notices and to prosecute such actions as directed by the Owner. The Agent will keep the Owner informed of such actions and will follow such instructions as the Owner may prescribe for the conduct of any such action.

3 8) Maintenance and Repair. The agent will cause the Project to be maintained and repaired in accordance with the Plan and local codes and ordinances, and in a condition at all times acceptable to the Owner, including but not limited to cleaning, painting, decorating, plumbing, carpentry, grounds care and such other maintenance and repair work as may be necessary, subject to any limitations imposed by the Owner in addition to those contained in this Agreement. The following provisions will apply: a) Special attention will be given to preventive maintenance, and to the greatest extent possible, the services of regular maintenance employees, employed by Agent at the Project, will be used. b) Subject to the Owner s prior approval, the Agent will contract with State Licensed Qualified Independent contractors for the maintenance and repair of elevators, and for extraordinary repairs beyond the capability of regular maintenance employees. c) The Agent will systematically and promptly receive and investigate all service requests from tenants, take such action thereon as may be justified, and will keep records of same. Emergency requests will be received and serviced on a twenty-four (24) hour basis. Complaints of a serious nature will be reported, in writing, to the Owner upon completion of the investigation. Owner s representative shall be verbally notified immediately if there may be legal implications. d) The Agent shall, through its maintenance employees, provide the necessary labor and services for proper maintenance and repair. Tenants shall be charged for costs arising from tenant abuse or negligence if outside of normal failure or wear. Appliance replacement and the cost of parts for appliance repair shall be borne by Owner. e) Notwithstanding any of the foregoing provisions, the prior approval of the Owner will be required for any expenditure which exceeds One Thousand ($1,000) Dollars in any one instance for parts, materials, or otherwise in connection with the maintenance and repair of the Project except for emergency repairs involving manifest danger to persons or property, as required to avoid suspension of any necessary service to the project. In the latter event, the Agent will inform the Owner of the facts as promptly as possible. 9) Utilities and Services. In accordance with the Plan, the Agent will make arrangements for trash disposal, vermin extermination, decorating, laundry facilities, telephone and cable television services, and make any security deposits required on Owner s behalf. 10) Employees. The Plan prescribes the number, qualifications and duties of the personnel to be regularly employed in the management of the Project, including the Resident Manager and two (2) full-time (40 hour) maintenance employees. The parties agree that upon execution of this Agreement, all such on-site personnel will be employees of the Agent and not the Owner, and will be hired, paid, supervised and subject to discharge by the Agent.

4 11) Records and Reports. In addition to any other requirements specified in the Plan or in other provisions of this Agreement, the Agent will have the following responsibilities with respect to records and reports: a) The Agent will establish and maintain a comprehensive system of records, books and accounts in a detailed and documented manner conforming to the directives of the Owner. All records, books and accounts will be subject to examination at reasonable hours by authorized representatives of the Owner. b) Agent shall furnish Owner, no later than the fifteenth day of the next succeeding month, a detailed statement of all revenues and expenditures for each preceding month, an itemized list of all delinquent rental accounts, the original copy of all invoices, statements, purchase orders and billings received during such preceding month which require payment of Owner, as well as such other information relating to the operation or management of the Project that, in the opinion of the Agent, requires the attention of the Owner. c) The Agent will furnish such information (including occupancy reports) as may be requested by the Owner on a quarterly basis with respect to the financial, physical or operational condition of the Project. 12) Fidelity Bond. The Agent will furnish, at its own expense, a fidelity bond in the principal sum of not less than Two Thousand Fifty ($250,000) Dollars, which is at least equal to the gross potential income for two months and is conditioned to protect the owner against misapplication of Project funds by the Agent and its employees. The other terms and conditions of the bond and the surety will be subject to the approval of the Owner. Any bond must be issued by a domestic United States insurance company licensed by the Michigan Insurance Bureau, and said insurance company and bond must have a rating acceptable to Owner. Agent shall furnish proof of the bond prior to or upon execution of this Agreement, which is T rated. 13) Bids, and Purchase Discounts, Rebates or Commission. The Agent agrees to obtain contract materials, supplies and services at the lowest possible cost and on the terms most advantageous to the Project and to secure and credit to the Project all discounts, rebates or commissions obtainable with respect to purchases, service contracts and other transactions on behalf of the Project. The Agent agrees that all goods and services purchased from individuals or companies having an identity-of-interest with the Agent shall be purchased at costs not in excess of those that would be incurred in making arms-length purchases on the open market. 14) Insurance. The Plan sets forth the amount of insurance to be carried by Agent with respect to the Project and its operations, and the Agent will cause such insurance to be placed and kept in effect at all times, subject to approval by the Owner. All such insurance shall be obtained from a domestic United States insurance company licensed to transact business in Michigan by the Michigan Insurance Bureau. All insurance will be placed with such companies, on such conditions, in such amounts, and with such beneficial interests appearing

5 thereon as shall be acceptable to the Owner. The agent will investigate and furnish the Owner with full reports as to all accidents, claims, and potential claims for damage relating to the Project, and will cooperate with the insurers in connection therewith. Agent shall furnish proof of insurance prior to or upon execution of this Agreement. 15) Compliance with Governmental Orders. The Agent will take such action as may be necessary to comply promptly with any and all governmental orders or other requirements affecting the Project, whether imposed by federal, state, county or municipal authority. Nevertheless, the Agent shall take no such action so long as the Owner is contesting, or has affirmed its intention to contest, any such order or requirement. The Agent will notify the owner in writing of all notices of such orders or other requirements, within seventy-two (72) hours from the time of their receipt. 16) Nondiscrimination. In the performance of its obligations under this agreement, the Agent will comply with the provisions of any federal, state or local law prohibiting discrimination in housing on the grounds of race, color, sex, creed or national origin, including Title VI of the Civil Rights Act of 1964 (Public Law ,78 Stat.241), all requirements imposed by or pursuant to the Regulations of the Secretary (24 CFR, Subtitle A, Part 1) issued pursuant to the Title; regulations issued pursuant to Executive order 11063, and Title VIII of the 1968 Civil Rights Act. 17) Management Fee. The Agent s annual management fee shall be, payable in monthly installments of. 18) Licensing of Agent. Agent shall at all times during the term of this Agreement maintain such licenses and permits as are required for any of the various services to be performed by Agent on behalf of Owner. 19) Term of Agreement. This Agreement shall be in effect for three (3) years beginning, subject, however, to the following conditions: a) This Agreement may be terminated by ninety (90) days written notice by either Owner or Agent to the other as of the end of any calendar month. No such notice is required after this Agreement has expired, but this Agreement shall continue from month-to-month at the sole option of the Owner unless sooner terminated by one (1) month s written notice. b) The Agreement may be renewed for up to five (5) additional one-year periods not to exceed a total five-year period upon the mutual written agreement of Owner and Agent. c) In the event a petition of bankruptcy (voluntary or involuntary) is filed by or against the Agent, or in the event Agent makes an assignment for the benefit of creditors or takes advantage of any insolvency act, the Owner may terminate this Agreement without notice to the other.

6 d) If Agent breaches any of the terms of this Agreement or Plan, Owner shall give Agent written notice of such breach. If Agent fails to remedy the breach with thirty (30) days after receiving the above-described notice, Owner may terminate this Agreement. e) Upon termination of this Agreement for any reason, Agent shall deliver to Owner the following: i) A final accounting, reflecting the income and expenses of the Project as of the effective date of termination, which accounting shall be delivered to Owner within fifteen (15) days after such effective date of termination of the Agreement. ii) Any balance of rentals held by Agent with respect to the building, which rentals shall be immediately delivered to Owner on such termination, without deduction or offset of any nature whatsoever. iii) All records, contracts, leases receipts for deposits, unpaid bills and other papers or documents that pertain to the Project, which papers and documents shall be delivered immediately upon such termination. 20) Interpretative Provisions. a) This Agreement constitutes the entire agreement between the Owner and the Agent with respect to the management and operations of the Project, and no change will be valid unless made by supplemental written agreement signed by both parties. b) Nothing contained in the Agreement shall be deemed to create or shall be construed as creating in Agent any property interest in or to the Project. c) Agent is an independent contractor and not an employee of Owner for any purpose. d) This Agreement has been executed in several counterparts, each of which shall constitute a complete original Agreement, which may be introduced as evidence or used for any other purpose without production of any of the other counterparts. e) This Agreement shall be interpreted and construed in accordance with the laws of the State of Michigan. f) The captions in this Agreement are provided for convenience only and are of no substantive effect.

7 21) Notices. Any notices required or permitted to be given under this Agreement shall be by hand delivery or by certified mail, return receipt requested, to the following addresses or such other addresses as the parties may designate in writing: If to Owner: Charter Township of Shelby Van Dyke Shelby Township, MI Attention: Township Supervisor If to Agent: IN WITNESS WHEREOF, the parties, by their duly authorized officers, have executed this Agreement on the date first above written. OWNER: CHARTER TOWNSHIP OF SHELBY BY: Rick Stathakis Supervisor BY: Stanley T. Grot Clerk WITNESS: AGENT: BY: TITLE: WITNESS:

8 EXHIBIT 1 l. Salaries, wages, fees and contract cost involved in performing the following functions in the Project shall be borne by Agent: A. ACCOUNTING AND BOOKKEEPING SERVICE 1. Billing of rents and maintenance fees, and the posting of this information to individual tenant accounts. The township will utilize lockbox services of Fifth Third Bank or another financial institution located within the Owner s geographic boundaries. Interaction with this financial institution is required. 2. Preparation of correspondence concerning delinquent accounts and assessment of late charges. 3. Reconciliation of accounts receivable balances including the reconciliation of lockbox deposits to rental activity. 4. Reconciliation of monthly and annual operating budgets on a line item basis. 5. Preparation of checks for signature by the Owner s Treasurer in circumstances where payment for services by the Owner is required under the Agreement. 6. Posting of checks to the accounting records. 7. Reconciliation banking accounts to bank statement relative to the depository account. 8. Preparation of monthly income and expense reports. 9. Comparison of actual expenses to budget on a monthly and annualized basis, and preparation of reports to Owners, management explaining any material variances greater than 10%. 10. Preparation of year end statements and all accounting schedules for submission to the Owner s audit firm. 11. Preparation of any insurance, payroll, or other audits required by state or other regulators. 12. Preparation of general mailings, including, but not limited to: 1099 s at year end, monthly newsletters, tenant notices, etc.

9 13. Clerical support of persons performing functions covered in Items 1 through 12. B. ADMINISTRATIVE AND MANAGEMENT SERVICES 1. Provide 24 hour monitoring of an emergency telephone line. Urgent reaction to the requirements of incoming calls will be required. 2. Provide an onsite manager (Monday through Friday, 8:30 am to 5:00 pm) for interaction on a regular basis with tenants. 3. Payment of salaries, wages and benefits of Project employees. 4. Preparation of a monthly newsletter of information relevant to the development for distribution to all Project tenants. 5. The Agent will prepare all vacated apartments for show and its onsite manager shall schedule appointments for prospective tenants within seven (7) calendar days after an apartment has been vacated. 6. Preparation of vacant apartments shall consist of thorough cleaning, repainting of all rooms, safety check of mechanical room, appliances, air conditioner, furnace (replacement of filter and cleaning), electrical outlets and smoke detectors. 7. Agent to meet with Owner s management or its designees as necessary. 8. Provide and maintain certificates of insurance for liability, risk casualty, peril coverage, and worker s compensation for any and all vendors, suppliers, contractors or employers. The Owner shall be named as an additional insured, at no additional cost to the Owner. Copies of current policies and evidence of Worker s Compensation Insurance will be forwarded to the Owner prior to the commencement of this Agreement and annually thereafter. 9. Provide Hold Harmless and Waiver of Insurance subrogation certificates from all vendor providers. 10. Coordinate use of common area facilities by outside interests (which may include health maintenance groups, beauty salons, etc) if it is determined by Agent to be feasible. 11. Interact and develop programs providing services for senior adults from community based private and public sector enterprises (social interaction, medical education, etc).

10 12. Secure from new tenants proper information to ensure adherence to Owner s applicable eligibility requirements including residency, income and age. Secure tenant/landlord historical information and new credit reports, references and similar information as would be necessary in satisfying the requirements of Owner. 13. Enforce rules and regulations that may from time to time be determined by the Owner. 14. Prepare and deliver Notices to Quit and Notices of Damages and process claims for termination of lease for nonpayment or breach of Lease in District Court, on behalf of the Owner. The Owner s designated attorney will provide legal representation in District Court, and the filing fees and related expenses shall be borne by the Owner. 15. Prepare and file initial Commencement Inventory Checklist as required. 16. Prepare and file the Termination Inventory Checklists as required. 17. Recommend security deposits to be refunded or forfeited on the condition of the apartment once vacated or outstanding accounts receivables upon expiration or termination of a tenant lease. 18. Coordinate and facilitate monthly meetings with three appointed tenants (one from each building) for discussion of policy and open issues as well as tenant concerns and complaints. Meeting minutes will be taken by Project Manager and a copy forwarded to each participant and the Owner s designee. 19. Assure compliance with any citations or violations identified after a yearly Fire Marshall s inspection. Forward follow-up report to Owner in care of the Township Supervisor. 20. Monthly Tenant Turnaround Report Summary will be forwarded to the Owner s designee. 21. Maintain current tenant emergency list for each apartment with name and phone number of nearest relative. Maintain identification system of tenants who require physical assistance in times of emergency situation. Forward same to Owner for attention of Fire Chief. C. MAINTENANCE SERVICES 1. Provide two (2) full time (40 hours per week) maintenance employees for interaction with tenants and to perform normal and preventative maintenance and respond to tenant request for service within respective apartments in Project, and payment by Agent of salaries, wages and

11 benefits of all Project staff, including FICA, Medicare taxes and Worker s Compensation Insurance. 2. Provide maintenance support to address any concerns relating to, but not limited to, cleaning, decorating, plumbing, electrical, painting, ground care and certified small appliance repair. Provide maintenance support to address any dryer maintenance concerns relating to the individual apartment HVAC systems and each building s hallway heat and outside air systems. 3. Painting interior and cleaning of apartment, including carpet, when vacated by a tenant and prior to occupancy of apartment by new tenant, including safety check of all appliances, electrical outlets, furnace (change filter) and mechanical room. 4. Generation of a multiple copy work order with time and date of notification with the problem identified and noted. Upon completion of the work, the tenant registering the complaint/issue will sign the work order and be given a copy of same. The remaining copies to be filed and stored by the Manager, and be available for inspection by the Owner or its designee. 5. Perform annual apartment inspections. An inspection checklist will be provided by the Owner and copies forwarded to Owner s designee. 6. The following Maintenance shall occur, as listed, for the Project: (a) As necessary (in season where appropriate) Appliance service Snow Removal (see Exhibit 2) Tree & shrub trimming Parking lot sweeping Landscaping (see Exhibit 2) Carpet replacement Roof and Exterior Repair Elevator Repair and Maintenance per State regulations. (b) Closed Circuit Camera Surveillance System Any fire protection systems and elevator systems must be maintained and inspected as required by Federal, State and local laws. (c) Twice Weekly Trash Cart Removal Dumping & Return Entrance Window Washing

12 (d) Weekly Hallway Vacuuming Trash Room floor cleaning (wash & disinfect) In season regular weekly lawn care (including trimming and edging) (e) Monthly Trash room pesticide spraying (f) Semi-Annual Exterior Window Cleaning (All Apartments) Furnace Filter Changes Hallways & Units using quality pleated filters Exhaust System Inspection & Clean Out (g) Annual Hallway Carpet cleaning Apartment Inspection (locks, mechanical room) Post Certificate of Elevator Inspections (h) Bi-Annual Hallway Painting 7. All materials purchased for required repairs and scheduled maintenance activities will be paid by the Owner. 8. Preparation and maintenance of a Manual for tenant use concerning all major procedures related to security, maintenance, operation of equipment and appliances, utilities and management contacts.

13 EXHIBIT 2 PROJECT LANDSCAPE AND SNOW REMOVAL REQUIREMENTS LANDSCAPE: 1. Maintain all lawn areas at a height of Edge monthly (8 times per season minimum). 3. One (1) pre-emergent weed application per year. Two (2) emergent treatments per year (treatments to include woodchip areas around trees & shrubs). 4. Three (3) fertilization applications per year. The Agent to provide Owner with 24 hours notice before application is applied. Lawn signs are to be placed on the property where fertilizer is applied. Note: C building has pets. 5. Semi-annual shrub and tree trimming required. Disease and insecticide control as needed. 6. Maintain the Project s sprinkler system to function properly. Any material alteration or repair not caused by damages by mowing or snow removal. 7. Sweep walks weekly (April through October). Sweep parking lot monthly (April through October). 8. Annually refurbish woodchip beds. Agent assumes responsibility for damages during landscape/mowing by Agent, its employees, agents or contractors. SNOW REMOVAL: Snow removal service shall include plowing, blowing and/or shoveling of lots, walkways, and entrances. If demanded by excess accumulation, snow must be removed from Project site. Salt or ice melt will be applied to lots, walkways or entrances. Snow removal will be completed by 7 a.m. Continuing snow will be removed at 2 intervals. Ice storms or build-up of ice and snow will be removed as necessary. Agent acknowledges that the Project is a senior citizen s complex. Thus, more care on removal of snow and ice is needed. Agent assumes responsibility for damages caused during snow removal by Agent, its employees, agents or contractors.

14 EXHIBIT 3 AGENT S LIABILITY AND PROPERTY INSURANCE AND INDEMNITY LIABILITY INSURANCE PROJECT REQUIREMENT 1. The Agent shall, at its expense, purchase and maintain, from a domestic United States insurance company licensed to do business in the State of Michigan, by the Michigan Insurance Bureau, the following: A. Comprehensive General Liability insurance (or its equivalent) insuring the Agent for all direct, assumed, and contingent liability claims under the Worker s Compensation laws, for any other claims for damages for bodily injury, including death, and damage to property of others which may arise from operations under this Agreement whether such operations are performed by the Agent, or by any subcontractor or anyone directly or indirectly employed by them, respectively. Worker s Compensation Employer s Liability Policy must contain the following limits: 1. Bodily injury by accident: $500,000 each accident. 2. Bodily injury by disease: $500,000 policy limit. 3. Bodily injury by disease: $500,000 each employee. B. Comprehensive Automobile liability insurance covering liability arising out of the ownership, maintenance, or use of all owned, non-owned, and hired automobiles including mobile equipment. Comprehensive Automobile Liability Insurance Policy for Bodily Injury must provide limits of $5,000, per occurrence. C. Comprehensive General Liability Insurance Policy for Bodily injury and property damage with a limit of $5,000, per occurrence with a policy period aggregate of $10,000, The Agent can provide the requested limits by utilizing primary and excess liability. Policy shall include: 1. Premises liability. 2. Liability for independent contractors. 3. Products and completed operations. 4. Contractual: Blanket contractually including indemnifications and hold-harmless protection for the Owner. 5. Employee Benefits liability. 6. Premises medical.

15 D. Agent shall furnish to the Owner certificates of insurance showing insurance in a company acceptable to the Owner. Such certificates shall contain a notation to the effect that the Owner will receive a notification by the insuring company at least fifteen (15) days prior to terminating or material alteration restricting coverage. It is understood that, in the event of failure of the Owner to provide the coverage outlined above, the cost thereof shall be deducted from the management fee owed the Agent. E. The insurance required shall be written for not less than amounts which recognize the scope of the work and are acceptable to the Owner. F. All Certificates of Insurance required to be submitted shall be sent to the attention of the Owner (Township Clerk). OWNER S LIABILITY INSURANCE 1. Without such information, the Owner cannot credit the Contractor with compliance with the contract documents. 2. The item below shall be noted on the Certificate or on a Letter of Transmittal: a. Charter Township of Shelby. A. The Owner shall be responsible for purchasing and maintaining Owner s Liability Insurance and at its option, may purchase and maintain such insurance as will protect it against claims which may arise from operations under the Agreement. B. The Owner shall purchase and maintain Property Insurance upon the site at the full insurable value thereof. This insurance shall include the interest of the Owner, the Agent, Subcontractors and Sub-subcontractors in the work and shall insure against the perils of fire and extended coverage and shall include that coverage encompassed in all risk insurance of physical loss of damage, including without duplication of coverage, theft and vandalism and malicious mischief. Machinery, equipment, and materials owned by the Agent and stored at the site shall not be covered thereunder. C. Any loss covered by Owner s Property Insurance shall be adjusted with the Owner and made payable to the Owner as trustee for the insured, as their interests may appear. D. The Owner and Agent waive all rights against each other for damages caused by fire or other perils to the extent covered by insurance applicable to the work except such rights as they may have to the proceeds of such Insurance held by the Owner as trustee.