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HomeMy WebLinkAboutContract 2103 2103 MANAGEMENT AGREEMENT FOR Columbia Heights HRA 590 40t" Avenue N.E. Columbia Heights, MN 55421 Parkview Villa North and South Beginning: February 1, 2008 Ending: January 31, 2010 Owner: Columbia Heights HRA AGENT: CommonBond Housing Rev. 02/08 LIST OF PROVISIONS: Section 1 APPOINTMENT OF TH_E AGENT 1.1 Appointment and Acceptance 1.2 Definition and Description of the Premises 1.3 Term 1.4 Meetings With the Owner and the Agent Section 2 EMPLOYEES OF THE AGENT 2.1 The Agent's Authority to Hire 2.2 Compensation Section 3 BANK ACCOUNTS 3.1 Operating Receipts and Expense Account 3.2 Security Deposit Accounts 3.3 Fidelity Bond Section 4 RECEIPTS 8~ DISBURSEMENTS FROM OPERATING ACCOUNT 4.1 Collections and Delinquencies 4.2 Payments and Expenses Section 5 FINANCIAL AND OTHER REPORTS. 5.1 Records and Reports 5.2 Operating Budget 5.3 Other Accounts 5.4 Reports Section 6 ADVERTISING Section 7 SERVICES OF THE AGENT 7.1 Structure and Warranties 7.2 Maintenance and Repairs 7.3 Preventive Maintenance 7.4 Insurance 7.5 Service Requests of Residents 7.6 Inspection of Units 7.7 Compliance of Residents 7.8 Selection of Tenants and Continued Occupancy 7.9 Government Orders 7.10 Federal procurement Requirements 7.11 Data Practices Compliance 7.12 HUD Mandated Contract Provisions Section 8 NON-DISCRIMINATION Section 9 COMPENSATION OF THE AGENT. 9.1 Management Fee 9.2 For Modernization (Rehab 8~ Construction Aproved by the Owner) 9.3 For Fire Restoration Section 10 TERMINATION OF THE AGREEMENT 10.1 Termination for Cause 10.2 Immediate Termination 10.3 Accounting Upon Termination Section 11 ASSIGNMENTS Section 12 AMENDMENTS Section 13 SIGNATURES Exhibit A - General Conditions for Non-Construction Contracts 1 1 2 2 2 3 3 3 3 3 4 4 4 4 5 5 5 5 5 6 6 6 6 7 7 7 8 8 8 8 9 9 9 9 9 9 10 10 10 10 10 12 This Agreement is made this between The Columbia Heights Housing and Redevelopment Authority (the "Owner") and CommondBond Housing (the "Agent"). SECTION 1 APPOINTMENT OF THE AGENT 1.1 APPOINTMENT AND ACCEPTANCE The Owner hereby appoints the Agent as sole and exclusive Agent of the Owner to manage the property described in Section 1.2 herein (the "Premises as defined in Section 1.2 herein) upon the terms and conditions provided herein. The Agent accepts the appointment and agrees to furnish the services of its organization for the management of the Premises. The Owner agrees to pay for all expenses in connection with such services as authorized by this Agreement. The Owner's Board acknowledges the hiring of the Agent's current Building Manager and requires that any future hiring of this position receives the authorization by the Board. 1.2 DEFINITIONS AND DESCRIPTION OF THE PREMISES As used in this Agreement: "Premises" shall mean the real property and the improvements, buildings, appurtenances and equipment thereon, of the Owner know as Parkview Villas North and South, located at 965 40m Avenue N.E., in the City of Columbia Heights, State of Minnesota, and consisting of 146 dwelling units, underground garage spaces to be rented and no commercial or other non-dwelling spaces. "Non-Housing Income" shall mean all amounts actually collected by the Agent, including all other income and charges from the normal operation of the Premises, including but not limited to, parking, laundry income, forfeited security deposits, pet deposits, other fees and deposits, income from commercial or other non-dwelling space and other miscellaneous income. "Lease" shall mean the form of agreement between the Owner and a Resident under the terms of which said Resident is entitled to enjoy possession of a dwelling unit or the form of agreement between the Owner and an Resident under the terms of which said Resident is entitled to enjoy possession of commercial or other non-dwelling space. "Rent" shall mean that monthly amount which a Resident is obligated to pay the Owner pursuant to the terms of a Lease. "Resident" shall mean a person occupying a dwelling unit in the Premises pursuant to a Lease. 1.3 TERM The term of this Agreement shall begin from the 1st day of February 2008, for atwo-year term ending January 31, 2010, unless terminated sooner pursuant to Secfion 10 herein. The Agreement may be extended for three additional one-year terms at the sole discretion of the Owner. In order to exercise its option to extend the Agreement for an additional year, Owner must advise the Agent in writing of its intention to exercise the option at least sixty (60) days prior to the end of the e~asting term of the Agreement. 1.4 MEETINGS WITH THE OWNER AND THE AGENT The Agent agrees to cause an officer of the Agent to confer fully and freely with the Owner not withstanding the authority given to the Agent in this Agreement. SECTION 2 EMPLOYEES OF THE AGENT 2.1 THE AGENT'S AUTHORITY TO HIRE On the basis of wage rates previously approved by the Owner, the Agent shall investigate, hire, pay, supervise, discharge and pay all employees, contractors, or other personnel necessary to be employed on site in the management, maintenance, and operation of the Premises. All employees shall be employees of the Agent. The Agent will conduct appropriate background checks in compliance with both State and Federal law for all employees working on the Premises. The Agent shall hire and have physically present at the Premises, all managerial and non- managerial personnel necessary for the full and efficient performance of its duties under this Agreement, including the physical presence of responsible personnel at such times as may reasonably be requested by the Owner. 2.2 COMPENSATION All on-site personnel will be employees of the Agent and will be hired, supervised, and discharged by the Agent. Subject to Section 9.1 hereof, the Agent will be reimbursed for compensation (including benefits) payable by the Agent to on-site personnel and all local, state and federal taxes and assessments (including but not limited to Social Security taxes, unemployment insurance and worker's compensation insurance) incident to the employement of such personnel. Such reimbursements shall be paid out of the Operating Account, as provided in Sections 3.1 and 4.2 hereof, and will be treated as operating expenses of the Premises. Owner shall have no obligation with respect to employee withholding and taxes to assure that said amounts are timely paid to the proper third parties. To the extent required by applicable federal law, compensation to be paid to Agent's on-site employees will be as prescribed by Wage Determinations of the U.S. Department of Housing and Urban Development to be obtained by Agent according to the rules and regulations of the U.S. Department of Housing and Urban Development. AI! employees of Agent working on-site shall be paid a wage comparable to other employees of the Agent based on job duties, skills, responsibilities and levels of supervision received or provided. Compensation (including benefits) payable to any off-site bookkeeping, clerical, or other managerial personnel who are employees of the Agent, plus all local, state and federal taxes and assessements incident to the employment of such personnel will be borne solely by the Agent and will not be paid out of Owner's accounts or treated as operating expenses for the Premises. SECTION 3 BANK ACCOUNTS The various bank accounts established under this Agreement shall at all times be established in the Owner's name but under the Agent's control. The Agent's designees and the Owner's Executive Director shall be the only parties authorized to draw upon such accounts. No amounts deposited in any account established under this Agreement shall in any event be commingled with any other funds of the Agent. 3.1 OPERATING RECEIPTS AND EXPENSE ACCOUNT The Agent shall establish and maintain in a bank, reasonably acceptable to Owner, whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC) in accordance with the provisions of the Regulatory Agreement, in a separate bank account as the Agent of the Owner for the deposit of the money of the Owner, with authority to draw thereon for any payments to be made by the Agent to discharge any liabilities or obligations of the Owner incurred in accordance with this Agreement. The Agent shall not be held liable in the event of 2 the bankruptcy or the failure of a depository. This account shall be carried in the Owner's name and shall be designated of record "(Name of Premises)" Operating Receipts and Operating Account ("Operating Account"). The Agent shall establish such other special bank accounts as may be required by the Owner. Signatories entitled to make withdrawals from any and all of these accounts shall be persons covered by the fidelity bond pursuant to Section 3.3 herein as well as the Owner's Executive Director. 3.2 SECURITY DEPOSIT ACCOUNTS The Agent shall collect, deposit, and disburse Resident's security deposits in accordance with the terms of the respective Leases as well as applicable State law. Such security deposits shall be deposited by the Agent in an interest bearing account, separate from all other accounts and funds, with bank or other financial institution whose deposits are insured by the FDIC. The Agent shall be responsible for any loss incurred by the Premises for its failure to comply with refunding of security deposits with accrued interest to Residents as required in the Minnesota Statutes, Section 504B.178, as amended. This account shall be carried in the Owner's name and shall be designated of record "(Name of Premises) Security Deposit Account". The Agent shall cause the amount of the Security Deposit Account to equal or exceed at all times the aggregate of all outstanding obligations by the Owner with respect to security deposits. 3.3 FIDELITY BOND The Agent shall furnish, at its own expense, a fidelity bond for $1,000,000.00 to protect the Owner against misappropriation of funds of the Premises by the Agent and its employees. SECTION 4 RECEIPTS AND DISBURSEMENTS FROM OPERATING ACCOUNT 4.1 COLLECTIONS AND DELINQUENCIES The Agent shall collect and deposit all rents and other charges due from Residents and all rents or other charges due the Owner from users of garage spaces. The Agent agrees, and the Owner hereby authorizes the Agent, to request, demand, collect, receive, and give receipts for any and all charges or rents which may at any time be or become payable to the Owner. Rents and other charges shall not be accepted in cash by the Agent. The Agent agrees to take such action, including legal action, with respect to delinquencies in payments due the Owner as the Owner may from time to time authorize. 4.2 PAYMENTS AND EXPENSES From the funds collected and deposited in the Operating Account, the Agent shall cause to be disbursed regularly and punctually in the order and priority as set forth below: A. The management fee owing to the Agent pursuant to Section 9.1 herein which includes payroll expenses for the services of Agent's on-site employees; All of the real estate taxes, payments in lieu of taxes and insurance premium escrow payments required of the Owner, which payments shall be deemed to be part of the "operating expenses" of the Premises; and C. All remaining operating expenses of the Premises (which specifically exclude the Owner's mortgage loan principal and interest payments if any). The Agent shall negotiate (secure proposals in accordance with federal Procurement Policy and Minnesota Law) and execute on behalf of the Owner, any contracts up to $1,500.00 for services, material or supplies, which are included in the approved Operating Budget for either Parkview Villa North or South. With respect to purchases or contracts for services, material or supplies exceeding $1,500.00 or for purchases or contracts not included in the Operating Budget, Agent shall negotiate (secure proposals in accordance with Owner Procurement Policy and Minnesota Law) and submit to the Owner for written approval and execution of the contract or purchase order. For contracts or purchases exceeding $1,500.00, but less than $15,000.00, Owner approval and execution of the contract or purchase order may be provided by the Owner's Executive Director. Any contracts or purchase orders exceeding $15,000.00 must be taken before the Owner's Board for approval and execution of the contract or purchase order. The Agent shall not incur liabilities on behalf of the Owner (direct or contingent), which require payment more than one year from the creation thereof, unless specifically authorized by the Owner. Emergency repairs involving manifest danger to life and property, or immediately necessary for the preservation and safety of the Premises, or for the safety of the Residents, or required to avoid the suspension of any necessary services to the Premises, may be made by the Agent without regard to the cost limitation imposed by this Section with the understanding that the Agent, if at all possible, will confer immediately with the Owner regarding every such expenditure. In the event that Agent cannot confer with Owner prior to making an emergency expenditure, Agent shall provide Owner with immediate notification of the emergency expense as reasonably possible. Agent shall not execute any contract or propose any contract for approval by the Owner that involves a party named on the Excluded Parties List System maintained by the General Services Administration. All purchases and contracts shall be in the name of the Columbia Heights Housing and Redevelopment Authority and shall include any and all contract provisions required by State or Federal law. SECTION 5 FINANCIAL AND OTHER REPORTS 5.1 RECORDS AND REPORTS The Agent shall establish and maintain a comprehensive system of records, books, and accounts in a manner satisfactory to the Owner. All records, books, and accounts shall be subject to the examination at reasonable hours by any authorized representative of the Owner. With respect to each fiscal year ending during the term of this Agreement, the City of Columbia Heights will contract on behalf of the Owner to complete an independent annual audit. The Agent shall prepare Monthly Operating Reports which compare actual and budgeted income and expenses for the month and for the "year-to-date". The Agent shall prepare a Monthly Aged Schedule of Accounts Receivable and Accounts Payable. The Agent shall prepare a Monthly Analysis of Security Deposits and Monthly Cash Reconciliation. The Agent shall furnish such information as may be requested by the Owner from time to time with respect to the financial, physical, or operational condition of the Premises. 5.2 OPERATING BUDGET At least ninety (90) days prior to the beginning of each fiscal year for the Premises, the Agent shall prepare and submit to the Owner an Operating Budget, setting forth an itemized statement of the anticipated receipts and disbursements for the Premises. 5.3 OTHER ACCOUNTS Everything done by the Agent under the provisions of this Agreement shall be done as the Agent of the Owner, and all obligations or expenses incurred thereunder shall be for the account of and on behalf of the Owner. Any payments to be made by the Agent hereunder shall be made out of sums as are available in the Operating Account. The Agent shall not be obliged to make any advance to, or for the account of, the Owner or to pay any sum, except out of funds held or provided as aforesaid, nor shall the Agent be obliged to incur any liabi-ity or obligation for the account of the Owner without assurance that the necessary funds for the discharge thereof will be provided to the Agent. 5.4 REPORTS As directed by the Owner, the Agent shall prepare and submit to the U.S. Department of Housing and Urban Development all reports, which the United States Government may require of the Owner. The Agent shall be responsible for maintaining the books and accounts of the Premises in accordance with accounting requirements of the U.S. Department of Housing and Urban Development. In particular, the Agent shall maintain books and accounts which specifically allocate all income received and expenses or fees incurred to each of the two buildings located on the Premises (Parkview Villa North and Parkview Villa South) pursuant to the number of units in each of the buildings. The Agent shall be also responsible for the preparation, execution and submission of all financial reports required by the State of Minnesota and the U.S. Department of Housing and Urban Development. These reports shall be provided within the time period prescribed by the United States Government. The Owner shall be provided with a copy of each report submitted to the U.S. Department of Housing and Urban Development. If the Agent is unable to provide a report within the prescribed time period, the Agent shall advise the Owner of such fact no later than five days after the date that the Agent becomes aware that it will not be able to submit the report within the prescribed time period. The Agent shall provide information regarding the status of each overdue report at each regular meeting of the Owner. The Owner, the U.S. Department of Housing and Urban Development and the Inspector General of the United States or their duly authorized representatives shall have full and free access to the Premises and to all books, documents, papers; and records of the Agent that are pertinent to its operation, including the right to audit and to make excerpts and transcripts from such books and records. The Agent shall maintain all files and records relevant to this agreement in accordance with the approved record retention scheduled provided by the HUD office. Agent shall be held accountable to the Owner for any penalties imposed by the Department of Housing and Urban Development against the Owner for deficient filings as required by this Agreement. SECTION 6 ADVERTISING The Agent is authorized to advertise the Premises or portions thereof for rent, using periodicals, signs, plans, brochures, or displays, or such other means, as the Agent may deem proper and advisable. The Agent is authorized to place signs on the Premises advertising the Premises for rent, provided such signs comply with applicable laws. The cost of such advertising shall be paid from the Operating Account and shall be treated as an expense of the Premises. All advertising shall make clear that the Agent is the manager and not the Owner of the Premises. SECTION 7 SERVICES OF THE AGENT 7.1 STRUCTURE AND WARRANTIES The Agent shall obtain from the Owner a complete set of plans and specifications for the Premises and copies of all guaranties and warranties pertinent to construction, fixtures, and equipment for the Premises. With the aid of this information and inspection by competent personnel, the Agent shall thoroughly familiarize itself with the character, locations, construction, layout, plan, and operation of the Premises and particularly of the electrical, heating, plumbing, air conditioning, and ventilating systems, and all other mechanical equipment. 7.2 MAINTENANCE AND REPAIRS The Agent is authorized and required to make or cause to be made, through services or otherwise, all ordinary repairs and replacements reasonably necessary to preserve the Premises in its present condition and for the operating efficiency of the Premises, and all alterations required to comply with lease requirements, government regulations, and insurance requirements, subject to the limitations in paragraph 4.2. Subject to the limitations of Section 4.2, Agent shall make contracts for garbage and trash removal, fuel, oil, extermination, snow removal, elevator maintenance, and other ordinary and necessary services. The Agent is also authorized to decorate the Premises and to purchase or rent, on the Owner's behalf, all equipment, tools, appliances, materials, supplies, and other items necessary for the management, maintenance, or operation of the Premises. Such maintenance and decorating expenses shall be paid from the Operating Account and shall be treated as an expense of the Premises. When taking bids or issuing purchase orders, the Agent shall act at all times in the best interest of the Owner and shall be under a duty to secure for and credit to the Owner all discounts, commissions, or rebates obtainable as a result of such purchases. 7.3 PREVENTIVE MAINTENANCE The Agent shall develop and implement a preventive maintenance schedule including, but not limited to, periodic inspections of the units; residency and occupancy commencement and termination check lists; inventory control; common area maintenance; equipment maintenance; exterior maintenance on a seasonal basis; and painting, decorating, and replacement timetables as necessary. 7.4 INSURANCE The Owner agrees to hold the Agent harmless from all damage suits in connection with the management of the Premises and from liability from injury suffered by any employee or other person whomsoever, and to carry the necessary insurance therefore as provided in the next paragraph in this Section 7.4. The Agent shall not be liable for any error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing hereinafter, except in cases of willful misconduct and gross negligence. The Owner, at the Owner's expense shall obtain and keep in force adequate insurance against physical damage (e.g., fire with extended coverage endorsement, boiler and machinery, etc.) and against liability for loss, damage, or injury (e.g., public liability insurance, burglary and theft insurance, etc.) to property or persons which might arise out of the occupancy, management, operation, or maintenance of the Premises. The amounts and types of insurance shall be acceptable to both the Owner and the Agent, and any deductible required under such insurance policies shall be the Owner's expense. The Agent shall be named as an additional insured on all liability insurance maintained with respect to the Premises. The Agent shall promptly investigate and make a full written report to the Owner of all accidents or claims for damage relating to the ownership, operation, and maintenance of the Premises, the estimated cost of repair, and shall cooperate and make any and all reports required by an insurance company in connection therewith. 7.5 SERVICE REQUESTS OF RESIDENTS The Agent shall maintain business-like relations with Residents whose service requests shall be received, considered, and recorded on a systematic, written basis in order to show the action taken with respect to each. Complaints of a serious nature and all written complaints, after thorough investigation, shall be reported to the Owner with appropriate recommendations. 7.6 INSPECTION OF UNITS As part of a continuing program to secure full performance by the Residents of all obligations and maintenance for which they are responsible, the Agent shall make an annual inspection of all dwelling and non-dwelling units and report its findings in writing to the Owner. 7.7 COMPLIANCE OF RESIDENTS The Agent is an affiliate of CommonBond Communities and CommonBond Services Corporation. The Agent and its affiliates strive at all times to deliver to the Residents high quality human services and education and training programs and property management services. The Agent at all times during the term of this Agreement will operate and maintain the Premises in accordance with the high-quality standards of the Agent and its affiliates. The Agent shall secure full compliance by the Residents with the terms and conditions of their Leases. Voluntary compliance shall be emphasized, and the Agent shall counsel Residents and make referrals to social service agencies in cases of financial hardship or under other circumstances deemed appropriate by the Agent, so that involuntary termination of tenancies may be avoided to the maximum extent consistent with sound management of the Premises. The Agent will not, however, tolerate willful evasion of payment of rent or other terms of the Leases The Agent may lawfully terminate any tenancy when, in the Agent's judgment, sufficient cause occurs under the terms of a Resident's Lease. Eviction for reasons other than nonpayment of rent will be on file with the Agent. The Agent is authorized to consult with legal counsel designated by the Owner to bring actions for eviction and to execute notices to vacate and to commence appropriate judicial proceedings; provided, however, that the Agent shall keep the Owner informed of such actions and shall follow such instructions as the Owner has prescribed. Subject to the Owner's approval, costs incurred in connection with such actions shall be paid from the Operating Account and shall be treated as an expense of the Premises. 7.8 SELECTION OF TENANTS AND CONTINUED OCCUPANCY The Agent shall accept as tenants on the Premises only those persons and families found to be eligible by the Agent in accordance with policies and provisions established by the Owner and approved by the U.S. Department of Housing and Urban Development and from time to time reviewed and altered by the Owner and the Agent and approved by the U.S. Department of Housing and urban Development. The Owner may review Agent's determinations of eligibility and if a difference of opinion regarding eligibility exists, the Owner's determination shall prevail. Rent for each person or family shall be determined by the Agent in accordance with the Owner's approved rent schedule. No unit shall be rented for other than residential use by the lessee and the lessee's immediate family as specified in the lessee's application for housing. The terms of occupancy of the Premises by eligible tenants shall be governed by the Owner's statement of Policies Governing Admission and Continued Occupancy of Low Rent Public Housing (the "Statement of Policies") as the same may be modified from time to time by the Owner and approved try the U.S. Department of Housing and Urban Development. Specifically, the Owner's Occupancy Policies are contained in documents entitled, "Parkview Villa North Admissions and Continued Occupancy Policy", Revised April 2006 and "Parkview Villa South Admissions and Continued Occupancy Policy", revised October 2005, as amended from time to time. Both aforementioned documents contain local preference language regarding tenant selection that is subject to change. 7.9 GOVERNMENTAL ORDERS The Agent shall take such action as may be necessary to comply promptly with any and all orders or requirements affecting the Premises placed thereon by any federal, state, county, or municipal authority having jurisdiction of the Premises, and orders of the Board of Fire Underwriters or other similar bodies. The Agent shall not take any actions under this Section 7.8 if the Owner is contesting or has affirmed its intention to contest any such order or requirement. The Agent shall promptly, and in no event later than forty eight (48) hours from the time of their receipt, notify the Owner in writing of all such orders and notices of requirements. 7.10 FEDERAL PROCUREMENT REQUIREMENTS Subject to the limitations of Section 4.2, the Agent shall on behalf of the Owner, develop specifications for the purchase of materials and services for the Premises. The Agent is authorized to procure and enter into contracts for supplies, materials, equipment and services required in the maintenance, repair and operation of the Premises if the amount is less than and is made pursuant to the Owner's approved budget and plan of operation. All purchases and contracts shall be made by the Agent in accordance with the Owner's Procurement Policy, Minnesota Statutes, and the Annual Contribution Contract between the Owner and the United States of America. Full credit shall be given to the Owner for all discounts of any nature obtained by the Agent through the operation of the Premises. The Agent is authorized to purchase all materials, equipment, tools, appliances, supplies and services necessary to properly maintain and repair the Premises in accordance with the Operating Budget, the HUD's Procurement Policy, and limitations established by the agreement. 7.11 DATA PRACTICES COMPLIANCE To the extent required under the Minnesota Government Practices Act, Minnesota Statutes, Section 13.01 et seq. ("the Act"), the Agent agrees to maintain all government data, as that term is defined in the Act, consistent with the requirements of the Act. To the extent required under the Act, the Agent will not release or disclose the contents of data classified under the Act as not public to any person except at the written direction of the Owner. The Agent agrees to defend and indemnify the Owner from any claim, liability, damage or loss asserted against Owner as a result of the Agent's failure to comply with the requirements of this section unless such failure to comply results from Owner's written direction. 7.12 HUD MANDATED CONTRACT PROVISIONS The Agent shall abide by all provisions mandated by HUD in the General Conditions for Non- Construction Contract (Sections I and II) attached hereto as Exhibit A. To the extent any provision of this Agreement is inconsistent with the provisions contained in Exhibit A, the terms set out in Exhibit A shall govern SECTION 8NON-DISCRIMINATION The Agent shall comply with all requirements of Equal Employment Opportunity Programs and Affirmative Action Programs as relates to the hiring of its employees and the contracting by the Agent of third parties to provide service under this Agreement. The Agent shall insure that each contract entered into by the Agent or the Owner in connection with the construction, completion, repair, maintenance or operation of the Premises is in compliance with the statutory and regulatory labor standards requirements set forth in the Annual Contributions Contract between the Owner and the United States of America and the regulations and discretions of the U.S. Department of Housing and Urban Development and the U.S. Department of Labor. In the pertormance of each of their obligations under this Agreement, the Agent and the Owner wil( comply with the provisions of any federal, state, or local law prohibiting discrimination in housing, including but not limited to Title VI of Civil Rights Act of 1964 (Public Law 88-352, 78 Statue. 241), all requirements imposed by or pursuant to the Regulations of HUD 924, CFR, Subtitle A, Parf 1) issued pursuant to that Title; regulations issued pursuant to Executive Order 11063, and Title VIII of the 1968 Civil Rights Act. This Agreement may be terminated or suspended, in whole or in part, by the Owner upon the basis of a finding by the Owner that the Agent has not complied with such non-discrimination provisions. SECTION 9 COMPENSATION OF THE AGENT 9.1 MANAGEMENT FEE The Agent shall be compensated for its services under this Agreement by a monthly fee payable on the first day of each month. Payment shall be from the Operating Account and treated as an expense of the Premises. The compensation which the Agent shall be entitled to receive for all services performed under this Agreement shall be a flat fee of $18,650.00 per month; which consists of $6,570.00 per month as a management fee and $12,080.00 per month for payroll related expenses. The Agent proposed the foregoing breakdown for compensation to the Owner. The Agent reserves the right to adjust staffing needs on the Premises but yet remain within the foregoing payroll limits. The Agreement does not include an escalation clause for the management fee or payroll expenses. 9.2 FOR MODERNIZATION (REHABILITATION/CONSTRUCTION APPROVED BY THE OWNER) In the event that Owner requests Agent to perform rehabilitation/construction on the Premises, Owner and Agent shall negotiate and execute a contract related to such rehabilitation/construction work. 9.3 FOR FIRE RESTORATION In the event that Owner requests Agent to perform restoration on the Premises, Owner and Agent shall negotiate and execute a contract related to such restoration. SECTION 10 TERMINATION OF THE AGREEMENT 10.1 TERMINATION FOR CAUSE Subject to proper notice and the opportunity to cure, this Agreement may be terminated for cause by either party upon a breach of the other party's obligations under the Agreement. For purposes of this Agreement, a breach may include the failure to perform specified services under the Agreement or furnish the specified facilities, materials, labor or payments required under the Agreement. In the event of a breach of the Agreement, the non-defaulting party shall give the defaulting party written notice of the breach and allow fourteen (14) days for the defaulting party to cure the breach. If the deficiencies are not corrected within the 14 days, the non-defaulting party shall have the right to cancel and terminate this Agreement by giving the defaulting party 30-days written notice of the termination. If the breach of the Agreement is by its nature incurable, the non-defaulting party may cancel or terminate the Agreement by simply giving the defaulting party 30-days written notice of the intent to terminate the Agreement. 10.2 IMMEDIATE TERMINATION This Agreement shall be terminated upon the sale of the Premises or in the case of building demolition caused by natural or man-made causes. In the event that a petition in bankruptcy is filed by or against either the Owner or the Agent, or in the event that either shall make an assignment for the benefit of creditors to take advantage of any insolvency act, either party 10 hereto may immediately terminate this Agreement without notice, but prompt advice of such action shall be given to the other party. 10.3 ACCOUNTING UPON TERMINATION Within ten (10) days after the termination of this Agreement, the Owner and the Agent shall account to each other with respect to all matters outstanding as of the date of termination. The Owner shall furnish the Agent security against any outstanding obligations or liabilities which the Agent may have incurred hereunder. The Agent shall turn over to the Owner all records, documents, or other instruments, waiting lists, and any and all other files and papers in its possession pertaining to the Agent's performance under this Agreement. SECTION 11 ASSIGNMENTS This Agreement shall be binding upon and inure to the benefit of and constitute a binding obligation upon the Owner and the Agent, and their respective personal representatives, heirs, administrators, executors, successors and assigns; provided that neither party may assign this Agreement or any of its duties hereunder without the prior written consent of the other party which consent shall not be unreasonably conditioned, delayed or withheld. SECTION 12 AMENDMENTS This Agreement constitutes the entire Agreement between the Owner and the Agent, and no amendment or modification thereof shall be valid and enforceable except by supplemental agreement in writing, and approved in the same manner as this Agreement. Review and approval of the Management Agreement is required by the U.S. Department of Housing and Urban Development. Agent and Owner agree to either execute appropriate amendments necessary to obtain HUD approval of the Management Agreement or otherwise terminate the Agreement pursuant to Paragraph 10.1 herein. SECTION 13 SIGNATURES IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures this o~ ~ day of ~4-~, 20.x_. Columbia Heights Housing 8~ Redevelopment Authority (HRA) Owners Name By: ~~~~9r-' CommonBond Housing (Agent Name By: Title: Executive Director-Walter R. Fehst By. ~~ ~ Title: Chair -Tammera Diehm Date: ~~~ L ~d Witness: ~~~~~ Title: Vice President of Property Management Date: Witness: 11 EXHIBIT A GENERAL CONDITIONS FOR NON-CONSTRUCTION CONTRACTS (Sections I and II of HUD-5370-C) A-1