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HDC - Item 2 - Levine Management Agreement/Lease-Up Budget, s ci&: %►SSOCIATESINE ECONOMIC DEVELOPMENT REDEVELOPMENT REAL ESTATE CONSULTING AFFORDABLE HOUSING To' Frank Tripepi, Executive Director From: Stephen Copenhaver, GRC Date: April 9, 2002 Subject: Garvey Avenue Community Center and Senior Housing Project: Levine Management Agreement/Lease -Up Budget Attached, please find a copy of the proposed Property Management Agreement and a Lease -up Budget for the senior housing project on Garvey Avenue. It is anticipated that this housing project will be completed in July of this year, and therefore it is the appropriate time to initiate discussions on lease -up policies, contract for property management services and establish a budget for the initial lease -up effort, Due .to the performance of the Levine Management Group on the Angelus . Senior Housing Project, a proposal for property management services was secured for the Garvey project. The proposed contract is substantially similar to the existing management contract for the Angelus Senior Housing Project. The property management company is responsible for.supervising on -site management and routine maintenance, collecting rent, preparing an annual operating budget for the Board's approval , maintaining books and records and obtaining bids on capital expenditures authorized by the Board. The management contract requires a fidelity bond, workers compensation insurance and li4bility insurance. The contract has a cross indemnification provisison whereby each party indemnifies the other from acts of negligence. The term of the Agreement is for one year with automatic annual extensions unless either party elects not to extend the contract with or without cause on 60 -days written notice. The City Attorney has reviewed and approved the agreement. The management fee is $2304.00 each month or $32.00 per unit. The initial lease -up budget is $125 per unit or $9,000. Both of these fees are well within industry standards (off- -site management fees in the marketplace are generally 10% higher than the proposed, contract). The total lease -up period budget, which includes Levine's fees ($125 /unit) plus advertising, office expense, salaries, equipment, supplies, etc., is $21,339. The proposed budget entitled "Garvey Senior Lease -up Budget" is attached for the Board's review. HOUSING AGENDA APR 60 2002 ITEM No. a —_J March 13, 2002 Page 2 Recommendations 1. Approve the management contract with Levine Management Group. 2. Appropriate funds for the lease program in the amount of $21,339.00. PROPERTY MANAGEMENT AGREEMENT This Agreement is made as of the date set forth herein, between the Owner ( "Owner ") and Agent ( "Agent ") identified on the signature page hereof. Certain terms of this Agreement are set forth on the Information Schedule (the "Information Schedule ") attached hereto and made a part hereof. WITNESSETH: In consideration of the terms, conditions, and covenants hereinafter set forth, Owner and Agent hereby mutually agree as follows: 1. Definitions. As used in this Agreement: a) "Building" shall have the meaning ascribed to such term it Section B of the Information Schedule. b) "Fiscal Year" shall begin on the V day of July each year and end on the 30"' day of June each year. c) "Gross Collections" shall mean all amounts actually collected by Agent, as rents or other payments, but excluding (i) income derived from interest or investments, (ii) discounts and dividends on insurance, and (iii) security deposits. d) "Gross Rents" shall mean revenues collected from Tenants plus any federal assistance paid to owner with respect to the Building. e) "Lease" shall mean any Lease in which Owner has agreed to let and Tenant has agreed to accept the dwelling unit of the Building identified in the Lease in accordance with the terms of the Lease. "Mortgages" shall mean, collectively, all mortgages from time to time encumbering the Building and all promissory notes secured thereby. g) "Operating Account" shall mean an account in Building's name and designated of record in an account name identifying the Building and approved by owner in writing, at such financial institution as Owner may specify from time to time in writing. h) "Rent" shall mean that monthly amount which Tenant is obligated to pay Owner pursuant to the terms of a Lease. i) "Tenant" shall mean a person or family occupying. A dwelling unit in the Building pursuant to a Lease. 2. Appointment and Acceptance Owner appoints Agent as exclusive agent for the management of the Building, and Agent accepts the appointment, subject to the terms and conditions set forth in this Agreement. Agent represents that it is experienced in professional management of property of the character and occupancy of the Building, and Agent agrees to manage the Building in accordance with the highest professional standards for such property. Agent shall act in a fiduciary capacity with respect to the proper protection of and accounting for Owner's assets, in an independent manner with all third parties (including affiliates of Agent) and in the best interests of the Owner at all times. 3. Management Plan A Management Plan for the Building (the "Plan ") can be prepared upon request and only will be implemented if the Plan is approved by the owner. The Plan, if applicable, contains a comprehensive and detailed description of the policies and procedures to be followed by Agent in the management of the Building, including but not limited to the collection of delinquent rents and charges; and the provisions of this Agreement are to be read in conjunction with and not as a limitation upon the specific obligations of Agent as set forth in the Plan. Agent agrees to comply with all applicable provisions of the Plan, regardless whether specific reference is made thereto in any particular provision of this Agreement. Agent shall prepare a Management Plan for the building based upon the existing management plan for the Angelus Senior Housing project, owned by the Owner and managed by the Agent. 4. Meeting with Owner. Agent agrees to cause a representative of Agent to confer with owner and to attend meetings with owner at any reasonable time or times requested by Owner. 5. Basic Information As soon as practicable, but not later than final completion of rehabilitation or construction of the Building or any phase thereof, owner shall furnish Agent with a complete set of general plans and specifications for the Building and copies of all guarantees and warranties pertinent to construction and fixtures and equipment of the Building. With the aid of this information and inspection by competent personnel, Agent shall thoroughly familiarize itself with the character, location, construction, layout, plan and operation of the Building, and especially the electrical, heating, plumbing, and ventilating system, and all other mechanical equipment in the Building. 6. Development Phase Agent shall facilitate the work of Owner's general contractor in an effort to minimize disturbance of the Tenants and promote timely completion of rehabilitation or construction of the Building. Any disputes between the Agent and the general contractor shall be immediately referred to Owner by Agent. Further, if applicable, Agent shall do the following during construction: a) Post notices around the construction area warning Tenants and others that area is under construction and trespass may be hazardous; b) Respond to Tenant complaints regarding the construction activity and notify Owner thereof, and 2 c) Notify Owner of any dangerous condition that emanates from construction. 7. Marketing. Agent shall carry out the 'marketing activities prescribed in the Plan or approved by owner in writing. Advertising expenses incurred by Agent on behalf of Owner shall be paid out of the Operating Account as expenses of the Building. 8. Resident Selection. Agent shall accept applications for tenancy on a form of tenant application approved by the Owner. Agent shall review all applications for eligibility and submit all qualified applications to the Owner for approval, which shall not be unreasonably withheld. Agent and Owner agree to cooperate in the implementation of the resident selection and affirmative marketing provisions of the Management Plan. In carrying out these provisions, Agent shall: 1) Lease units in compliance with the unit mix, if any, set forth in the Regulatory Agreements. 2) Assure that occupancy shall be open to all, regardless of race, color, ancestry, religion, national origin, sex, marital status, children, handicap, or other characteristics designated by applicable law. 3) Assure that all advertising, including brochures and media advertising, shall include a reference to "Equal Housing Opportunity ". Owner shall review and approve all advertising and promotional material prior to use of such material. 4) Provide publications, information brochures, and leases in English and, if requested by Owner, in Spanish, Mandarin and Cantonese. 5) Provide preference to the residents of the city of Rosemead to the extent permissible under Federal and State fair housing laws. 6) Have each resident execute the Lease Agreement. 9. Leasing Agent shall offer for rent and shall rent the dwelling units in the Building, upon completion of construction of each such unit and from time to time thereafter, in accordance with a rent schedule approved in writing by Owner and the leasing guidelines and form of lease referred to here in below. Incident thereto, the following provisions shall apply: a) Agent shall show dwelling units for rent in the Building to all prospective Tenants. b) Agent shall take and process applications for rentals, including prospective Tenant interviews and credit checks. If an application is rejected, the applicant shall be advised of the reason for rejection, in writing. 3 c) Agent shall comply with the special low- income housing requirements concerning leasing and related matters as set forth by the governing housing authority. d) Agent shall be responsible for or shall assist Owner in the certification and recertification of tenants covered by any Housing Assistance Payments Contract that may be applicable to the Building with respect to federal Section 8 rent subsidies, following procedures required by the U.S. Department of Housing and Urban Development ( "HUD ") . After the first year of certification and recertification of Tenants, the certification and recertification process shall be the sole responsibility of Agent. e) Agent shall, subject to prior written approval by Owner of any deviation from Owner's approved rent schedule, Lease form, and leasing guidelines, execute all Leases in Building's name. f) Agent shall negotiate any commercial leases and concession agreements called for in the Plan or approved in writing by owner and, subject to prior written approval by owner of all terms and conditions, shall execute the same in its name, identified thereon as Agent for Owner. g) Agent shall collect, deposit, and disburse security deposits, if required, in accordance with the terms of each Lease. The amount of each security deposit shall be as specified in the Plan or as approved by Owner in writing. Security deposits shall be held by Agent in a trust account, separate from all other accounts and funds. Such account shall be in the name of the Building, and designated of record as "Security Deposit Account." Interest on security deposits shall be paid according to law. h) Agent shall maintain a current list of prospective Tenants and undertake all arrangements necessary and incidental to the acceptance of rental applications and the execution of Leases. Agent shall exercise its best efforts (including, but not limited to, placement of advertising, interview of prospective Tenants, assistance in completion of rental applications and execution of Leases, processing of documents and credit and employment verifications, and explanation of the program and operations of Owner), to effect the leasing of dwelling units, renewal of Leases. i) Agent shall perform such other acts and deeds requested by Owner as are reasonable, necessary, and proper in the discharge of Agent's rental duties under this Agreement. j) Agent shall prorate the first month's rent collected from a Tenant should the Lease term commence on any other day than the first day of the month. If the Lease term occurs after the twentieth (20th) day of the month, the prorated amount, plus the next month's rent, shall be collected on or before the first day of the Lease term. 4 k) Agent shall participate in the inspection of the dwelling unit identified in the Lease together with the Tenant prior to move -in and upon move -out, and shall record in writing any previous damage to the unit and any damage occurring during the Tenant's occupancy. 1) Agent shall, unless otherwise agreed by Owner and Agent in writing, (i) comply with the leasing guidelines and by this reference made a part hereof, and (ii) use for each Lease the form of lease agreement and by this reference made a part hereof, together with the form of Low- Income Lease Rider. 10. Collection of Rents, Etc. Agent shall collect when due, directly or through an on -site manager, all rents, charges, and other amounts receivable on Owner's account in connection with the management and operation of the Building. Such receipts shall be held in the Operating Account, separate from all other accounts and funds. 11. Enforcement of Leases. Agent shall make reasonable efforts to secure full compliance by each Tenant with the terms of such Tenant's Lease. Voluntary compliance shall be emphasized, and Agent shall counsel Tenants and make referrals to community agencies in cases of financial hardship or other circumstances deemed appropriate by Agent, all to the end that involuntary termination of tenancies shall be avoided to the maximum extent, consistent with sound management of the Building. Nevertheless, and subject to any applicable procedures prescribed in the Plan, Agent may, and shall if requested by owner, lawfully terminate any tenancy when sufficient cause for such termination occurs under the terms of the Tenant's Lease, including, but not limited to, nonpayment of rent. For this purpose, Agent is authorized to consult with legal counsel to be designated by owner and bring actions for eviction and execute notices to vacate and judicial pleadings incident to such actions; provided, however, that Agent shall keep Owner informed of such actions and shall follow such instructions as Owner may prescribe for the conduct of any such action. Reasonable attorneys' fees and other necessary costs incurred in connection with such actions, as determined by Owner, shall be paid out of the operating Account. Agent shall properly assess and collect from each Tenant or the security deposit the cost of repairing any damages to the dwelling unit arising during the Tenant's occupancy. 12. Maintenance and Repairs. Agent shall cause the Building to be maintained in a decent, safe, and sanitary condition and in a rentable and tenantable state of repair, all in accordance with the Plan and local codes, and Agent otherwise shall maintain the Building at all times in a condition acceptable to Owner, including, but not limited to, performance of cleaning, painting, decorating, plumbing, carpentry, grounds care, and such other maintenance and repair work as may be necessary; the cost of such activities will be considered Building expenses. Agent shall not be responsible for those specific features of Building conditions for which Owner does not agree to pay for reasonable recommended repairs or maintenance. Incident thereto, the following provisions shall apply: 5 a) Special attention shall be given to preventive maintenance, and to the greatest extent feasible, the services of regular maintenance personnel shall be used. b) Subject to Owner's prior written approval, Agent shall contract with qualified independent contractors for the maintenance and repair of major mechanical systems, and for the performance of extraordinary repairs beyond the capability of regular maintenance personnel. Agent shall obtain prior to commencement of any work appropriate written evidence of such contractor's liability and worker's compensation insurance. c) Agent shall systematically and promptly receive and investigate all service requests from Tenants, take such action thereon as may be justified, and keep records of the same. Agent shall make all reasonable efforts to ensure that emergency requests are received and serviced on a 24 hour basis. Complaints of a serious nature shall be reported to Owner after investigation. Owner shall have the right to receive copies of all service requests and the reports of action taken thereon. d) Agent shall use best efforts to take such action as may be necessary to comply with any and all orders or requirements of federal, state, county, or municipal authorities having jurisdiction over the Building and orders of any board of fire underwriters, insurance companies, and other similar bodies. e) Subject to the provisions of paragraph 19 hereof, Agent is authorized to purchase all materials, equipment, tools, appliances, supplies, and services necessary for proper maintenance or repair of the Building. f) Notwithstanding any of the foregoing provisions, the prior approval of Owner shall be required for any expenditure exceeding $1,500.00 in any one instance for labor, materials, or otherwise, in connection with the maintenance and repair of the Building, except for emergency repairs involving manifest danger to persons or property, or required to avoid suspension of any necessary service to the Building. In the event of emergency repairs, Agent shall notify Owner of the fact promptly, and in no event later than 72 hours from the occurrence of the event. 13. Utilities and Services. In accordance with any applicable provisions of the Plan, Agent shall make arrangements for water, electricity, gas, sewage, and trash disposal, vermin extermination, decorating, laundry facilities, and telephone service in connection with the Building. 14. Personnel. The Building shall be staffed at a minimum with a full time, onsite manager. All on -site personnel shall be contracted service providers or employees of Agent and shall be paid from the Operating Account as an expense of the Building. Agent shall have sufficient personnel physically present at or available to the building for the full and efficient performance of its duties under this Agreement, including physical presence of responsible 6 persons at such times as reasonably may be requested by Owner. In addition, the Agent shall have staff available who are fluent in Spanish, Mandarin and Cantonese to handle tenant concerns and questions. 15. Operating Account Disbursements from the Operating Account shall be governed by the following: a) From the funds collected and held by Agent in the Operating Account pursuant to paragraph 10 hereof, and subject to Owner's approved operating budget, Agent shall make the following disbursements promptly when payable, in the following order of priority: 1) salaries and any other compensation due and payable to the employees referred to in paragraph 14 hereof including Agent's compensation, together with related payroll taxes; 2) real estate taxes and assessments and fire and other hazard insurance premiums (including any required monthly escrow payments therefore) , utilities, interest on the Mortgages, amortization of the principal of the Mortgages, fees, and ' establishment and maintenance of all reserve funds; 3) other payments due and payable by Owner as operating expenses incurred pursuant to Owner's approved operating budget and in accordance with this Agreement, and 4) distributions to or at the direction of Owner, including distributions to Owner's partners in accordance with Owner's partnership agreement. b) In the event that the balance in the Operating Account is at any time insufficient to pay disbursements due and payable under subparagraph 15 (a) hereof, Agent shall promptly inform Owner of the fact and Owner shall make best efforts to remit funds to cover the deficiency. In no event shall Agent be required to use its own funds to pay such disbursements. c) The Agent shall maintain an operating account for rent collection and payment of the project's operating expenses. The Agent shall maintain a separate resident security deposit account. In addition, the Owner shall also maintain two separate accounts for the operating reserves and replacement reserves. (i) The following separate accounts shall be established: 1. General Operating Account - The Agent shall maintain an operating account for rent collection and payment of the project's operating expenses. 7 2. Operating Reserve Account - To be funded initially by the Sponsor. Subsequent monthly deposits to this account shall total per a determined percentage of effective gross income. Funds from this account may be transferred only to cover actual operating expenses in excess of the approved budget amount, or to compensate for vacancy and bad debt losses in the approved budget amount. 3. Replacement Reserve Account - To be funded through regular contributions from the operating budget. 4. Security Deposit Account - To be funded by the residents'security deposits. 16. Operating Budget Agent shall prepare a recommended annual operating budget for the Building for each fiscal year during the term of this Agreement, and shall submit the same to Owner at least sixty (60) days before the beginning of such fiscal year. The annual operating budget shall include a schedule of recommended rents to be charged for each dwelling unit, including recommended rent increases with respect to Lease renewals and new Leases. In preparing each proposed annual operating budget, Agent shall use its best efforts to take account of anticipated increases in real estate taxes, utility charges, and other operating costs. To the extent feasible, Agent shall support anticipated increases in real estate taxes and utility charges with written evidence or documentation. Proposed annual operating budgets for the Building shall be subject to approval by Owner. Owner shall promptly inform Agent of any changes incorporated in the approved operating budget, and Agent shall make reasonable efforts to ensure that no expenditures in excess of the amounts set forth in such approved operating budget, for each line item of operation expense itemized, without the prior written approval of Owner, except as permitted pursuant to subparagraph 12(f) hereof for emergency repairs involving manifest danger to persons or property, or required to avoid suspension of any services to the Building. 17. Records and Reports In addition to any requirements specified in the Plan or other provisions of this Management Agreement, Agent shall have the following responsibilities with respect to records and reports: a) Within thirty (30) days after occupancy of the Building, Agent shall ascertain the general condition of the Building, including, but not limited to, the taking of an inventory of all furniture, equipment, tools, and supplies, and shall prepare a report on the physical and financial status of the Building. within thirty (30) days after the execution of this Agreement, Agent shall provide Owner with a copy of the reports and inventories so prepared. b) Agent shall establish and maintain a comprehensive system of records, books, and accounts, including computerized systems, in accordance with the Plan and in a 8 manner satisfactory to Owner. All records, books, and accounts shall be subject to examination at reasonable hours by any authorized representative of Owner, or of owner's limited partner as identified in paragraph 27 hereof ( "Owner's Limited Partner ") c) Agent shall prepare a monthly report, in accordance with any applicable provisions of the Plan and in form satisfactory to Owner, containing and including at least the following: (i) a statement of income and expenses and accounts receivable and payable for the preceding month, including an itemized list of all delinquent rents as of the tenth (10th) day of the current month, as well as a report on action taken thereon by Agent; (ii) a rent roll /cash receipts form for the previous month; (iii) a disbursements summary for the previous month; (iv) current bank statements with reconciliation of the operating and Security Deposit Accounts; (v) copies of paid bills and invoices for the previous month; and (vi) a narrative of any unusual actions taken or emergencies responded to, and a full report of any accidents, claims, and potential claims, for the previous month. Agent shall submit each such report to Owner on or before the fifteenth (15th) day of each month, and shall concurrently mail a copy 6f the entire report to Owner's Limited Partner. d) Agent shall promptly furnish such additional information (including monthly occupancy reports) as may be requested from time to time by owner or Owner's Limited Partner with respect to the renting and financial, physical, or operational condition of the Building. e) Agent shall prepare, execute, and file all forms, reports, and returns required by law in connection with the employment of personnel, unemployment insurance, workers' compensation insurance, disability benefits, Social Security, and other similar insurance, and all other benefits or taxes now in effect or hereafter imposed. t) Agent shall establish tenant files containing copies of leases, certification forms, notices, and other documentation required by the governing housing authority, if and to the extent applicable. g) Except as may otherwise be expressly provided in this Agreement, all bookkeeping, data processing services, and management overhead expenses shall be bome by Agent out of its funds and shall not be treated as Building expenses. 18. Fidelity Bond. Agent shall furnish and maintain, at the expense of the Building, for the duration of this Agreement and any extensions thereof, plus thirty (30) days after the expiration or termination thereof, a commercial blanket bond in favor of owner, in an amount not less than the sum of (a) two (2) months' potential maximum Gross Rents for the Building plus (b) aggregate Tenant security deposits held from time to time, both in amounts as determined by owner, and in a form and with a company acceptable to owner, which commercial blanket bond shall cover Agent and all employees hired by Agent in connection 9 with this Agreement. Such fidelity bond shall cover losses discovered by Owner within two (2) years after the occurrence of such losses. Such fidelity bond shall be attached to this Agreement, and such fidelity bond shall contain a written provision that Owner shall be given at least ten (10) days, prior written notice of cancellation. 19. Bids, Discounts, and Rebates. Agent shall obtain contracts, materials, supplies, utilities, and services on the most advantageous reasonably terms to the Building, and shall solicit competitive bids on all contracts or purchases exceeding $2,500.00 for those -items which can be obtained from more than one source. Agent shall secure and credit to Owner all discounts, rebates, or commissions obtainable with respect to purchase, service contracts, and all other transactions on Owner's behalf. 20. Liability of Agent Except as expressly provided to the contrary herein, the obligations and duties of Agent under this Agreement shall be performed as agent of Owner, but Agent, personally, shall be liable for its breaches of this Agreement; provided, however, that the Agent shall not be responsible for incurring any expenditures in excess of existing or reasonably projected available funds from the Building or funds supplied by Owner. All expenses incurred by Agent in accordance with its obligations and duties under this Agreement and consistent with Owner's approved operating budget, except those due to its breaches of this Agreement and those expressly specified as Agent's expenses herein, shall be for the account of Owner and shall be paid by the Owner. 21. Indemnification Agent shall indemnify and save harmless Owner, its officers, employees and agents, from and against any and all damages, liabilities and expenses, including without limitation, reasonable attorneys fees, to property or injuries to or death of any person or persons, including property and employees or agents of Owner, and shall defend, indemnify and save harmless Owner, its officers, and employees, from and against any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, worker's compensation claims, resulting from or arising out of the negligent acts, intentional acts, errors or omissions of Agent, its employees, agents or officers. Owner shall indemnify and save harmless Agent, its officers, employees and agents, from and against any and all damages, liabilities and expenses, including without limitation, reasonable attorneys fees, to property or injuries to or death of any person or persons, including property and employees or agents of Agent, and shall defend, indemnify and save harmless Agent, its officers, and employees, from and against any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, worker's compensation claims, resulting from or arising out of the negligent acts, intentional acts, errors or omissions of Owner, its employees, agents or officers. 22. Insurance In addition to any requirements specified in the Plan or other provisions of this Management Agreement, the following are responsibilities with respect to insurance: 10 a) Agent shall procure and maintain workers' compensation insurance in accordance with the laws of the State of California and employer's liability insurance applicable to and covering all employees of the Agent at the Building and all persons engaged in the performance of any work required under this agreement required by law. The cost of such insurance will be a Building expense for on -site employees and will be at the Agent's expense for off -site employees. b) Agent shall procure and maintain automobile liability insurance to cover all vehicles used to perform work under this Agreement, at its expense, with primary coverage of at least $1,000,000. c) Agent shall have no responsibility to procure fire, building loss or liability insurance for the building. Owner shall obtain property insurance and provide evidence of the coverage to Agent. Owner shall add the premises to its schedule of owned properties on its self insurance liability coverage through the California Joint Powers Insurance Authority. Owner shall provide evidence of coverage to Agent. d) If any work under this Agreement is subcontracted, Agent shall include in each subcontract a provision that the subcontractor shall carry workers' compensation insurance, and automobile insurance, in accordance with the laws of the State of California, and general liability insurance in the amount of at least $1,000,000. Agent shall also request evidence of such workers' compensation insurance, automobile and general liability insurance. e) Owner shall be named as an additional insured on all insurance policies Agent procures at the Agents expense pursuant to this Agreement. The cost, if any, of adding Owner as an additional insured to such policies shall be a Building expense. f) Agent shall promptly investigate and shall report in detail to Owner all accidents, claims for damage relating to the ownership, operation, or maintenance of the Building, and any damage or destruction to the Building and the estimated costs of repair, and shall prepare for approval by Owner all reports required by an insurance company in connection with any such accident, claim, damage, or destruction. These reports shall be given to the Owner promptly and in any case within ten (10) days after the occurrence of any such accident, claim, damage, or destruction. The Agent shall cooperate with the Owner and insurers in the investigations and settlement of all claims. 23. Escrow Payments. From the funds collected and deposited by Agent in the Operating Account, Agent shall make any monthly escrow payments required under the Mortgages, for the purpose of funding insurance, tax, and such other reserve or escrow accounts for the Building as owner may require pursuant to the Mortgages. Agent promptly shall present tax bills and insurance premium notices to the escrow agent for payment and shall furnish Owner with evidence of timely payment of such taxes and insurance premiums. II 24. Agent's Compensation. As compensation for all of Agent Is ongoing property leasing, management, and related services under this Agreement, beginning in the month following the month in which a certificate of occupancy for the Building was issued, Agent shall receive a monthly fee in an amount equal to the percentage set forth in Section B of the Information Schedule of the Gross Rents received in that month (the "Management Fee ") , to be paid out of the operating Account and treated as a Building expense. Such fee shall be payable on the tenth (10th) day of the month following the month in which the services were rendered. 25. Compliance with Laws. In the performance of its obligations under this Agreement, Agent shall comply with applicable local, state, and federal laws and regulations. 26. Term of Agreement This Agreement shall be in effect for the period commencing as of the date hereof and ending on the first (1st) anniversary of the date hereof, and shall be automatically extended for one (1) year periods thereafter until the date set forth in Sections A & D of the Information Schedule, subject to the following conditions: a) Either Owner or Agent may elect not to extend this Agreement by notifying the other party at least sixty (60) calendar days in advance of the last day of the initial period hereunder or any annual extension period thereafter. b) The Owner or Agent may terminate with or without cause this Agreement with 60 days written notice. c) In the event Agent fails to perform any of its duties hereunder or to comply with any of the provisions hereof, Owner shall notify Agent in writing and Agent shall have ten (10) days thereafter within which to cure such default to the reasonable satisfaction of owner, and if such default cannot be cured within such ten (10) day period, Agent shall have such additional time as may be necessary to cure the same provided that Agent demonstrates to the continuing satisfaction of Owner that it is diligently pursuing all necessary actions to cure such default and that the same will be cured within a reasonable time without damage or expense to Owner. d) In the event a petition in bankruptcy is filed by or against Owner or Agent, or in the event Owner or Agent makes an assignment for the benefit of creditors or takes advantage of any insolvency act, Owner or Agent may terminate this Agreement without notice to the other. e) Within five (5) business days after the termination of this Agreement, Agent shall close all accounts and pay the balances or assign all certificates of deposit regarding the Building to Owner. Within ten (10) days after the termination of this Agreement, Agent shall deliver to Owner all plans and surveys of the Building in its possession and all books and records concerning the Building. Within thirty (30) days after the 12 termination of this Agreement, Agent shall submit to owner all reports required under paragraph 17 hereof to the date of such termination, and Agent and Owner shall account to each other with respect to all matters outstanding as of the date of termination. Upon termination of this Agreement, Agent shall forthwith surrender and deliver to the Owner any space in the Building occupied by the Agent, other than the resident manager's unit. Upon direction of the Owner, the Agent shall also give notice to vacate to the resident manager and diligently pursue any necessary actions to cause the resident manager to vacate that unit. f) In the event of fraud, willful misconduct, gross negligence or bad faith on the part of either the Agent or Owner, then the other party may immediately terminate this Agreement upon written notice to the defaulting party. 27. Notices. All notices or other communications required or desired to be given under this Agreement shall be in writing and shall be delivered either personally or by U.S. certified mail, return receipt requested, which shall be deemed delivered upon personal delivery or three (3) business days after mailing, to the parties at the addresses set forth in Section E of the Information Schedule. In the event of a change in the mailing addresses stated above, any addressee whose address changes hereby agrees to give notice of a new or forwarding address within seven (7) days of the effective date of said change to the other addressee, whereupon subsequent notices shall be addressed to such new or forwarding address. 28. Amendment. This Agreement constitutes the entire agreement between Owner and Agent, and no amendment or modification thereof shall be valid or enforceable except by supplemental agreement in writing, executed by the parties hereto or the parry to be bound thereby. In addition, no such amendment or modification shall be valid or enforceable without the prior written consent of Owner's Limited Partner. 29. Enforceability The invalidity of any clause, part, or provision of this Agreement shall not affect the validity of the remaining portions thereof. Owner's remedies under this Agreement are cumulative, and the exercise of one remedy shall not be deemed an election of remedies nor foreclose the exercise of owner's other remedies. No waiver by owner of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach. Owner or Agent may apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of this Agreement, or for such other relief as may be appropriate, since the injury arising from a default under any of the terms of this Agreement would be irreparable and the amount of damage would be difficult to ascertain. 30. Governing Law. The law of the state in which the Building is located shall govern the interpretation and enforcement of this Agreement. 31. Captions The captions used in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or the intent of this Agreement. 13 32. Execution of Counterparts For the convenience of the parties, this Agreement may be executed in multiple counterparts, each of which shall constitute a complete original of this Agreement, which may be introduced in evidence or used for any other purpose without the production of any other counterparts. 33. Successors and Assigns This Agreement shall inure to the benefit of and constitute a binding obligation upon Owner and Agent and their respective successors and assigns; provided, however, that Agent shall not assign this Agreement, or any of its duties hereunder, without the prior written consent of Owner. In the event Owner's current general partner or any successor general partner of Owner is removed as general partner in accordance with Owner's partnership agreement, any successor general partner selected in accordance with such partnership agreement shall have authority to act hereunder on behalf of Owner, and until such successor is selected Owner's Limited Partner shall have temporary authority to act hereunder on behalf of Owner. 34. Nondiscrimination. In the performance of its obligations under the Agreement, Agent shall comply with the provisions of all federal, state or local laws prohibiting discrimination in housing on the basis of race, color, creed, ancestry, religion, orientation, AIDS, ARC, or physical handicap, including Title VI of the Civil Rights Act of 1964 (Public Law 88 -352) and the regulations issued pursuant thereto (24 CFR Part I); Executive Order 11063 and the regulations issued pursuant thereto (25 CFR 570.601); Fair Housing Amendments Act of 1988 and the regulations issued pursuant thereto (24 CFR Part 14 et al) and Title VIII of the 1968 Civil Right Act (Public Law 90 -384). 35. Inspection of Units. Agent shall inspect all units in the Building at least annually and shall invite the Owner to join in the inspection. Advance notice shall be given to the Tenants as provided in the Lease Agreement and subject to law. 36. Contracts with Third Parties. Agent shall not enter into any contract for products or service that is for longer than a period of one year unless such contract is terminable without any penalty or premium with 30 days notice. 37. Hazardous Material Agent shall comply with all applicable laws or regulations related to hazardous materials under the Agent's control in managing the Building and take all necessary steps including enforcement of tenant leases, to ensure that the Building is in compliance with such laws or regulations. 38. Spending Limitations The Agent shall have no right, without prior written consent of the Owner, to contract or otherwise deal with related parties for services or goods except Owner's prior written consent is not necessary if (i) compensation paid or promised for the goods and services is reasonable (i.e., at fair market value), is paid only for goods and services actually furnished to the Building, and does not exceed a total of Ten Thousand Dollars ($10,000) for all such contracts in any one calendar year, (ii) the goods or services to 14 be furnished are reasonable for and necessary to the management of the Building, and (iii) the fees, terms and conditions of the transactions are at least as favorable to the Building as would be obtainable in an arm's length transaction. 39. Interpretative Provisions. a) This Agreement is personal to the Agent, and the Agent shall have no right, power, or authority to assign all or any portion of this Agreement or any monies due or to become due hereunder, or to delegate any duties or obligations arising hereunder, either voluntarily or involuntarily or by operation of law, without the prior written consent of the Owner. Notwithstanding any such assignment, however, Agent shall not be released from liability under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Owner and Agent and their respective legal representatives, successors, and assigns. Notwithstanding anything to the contrary contained in this Agreement, Agent shall be subject to the terms of the Regulatory Agreements. Owner may assign this Agreement to a limited partnership of which the Owner or an entity controlled by the Owner is a general partner, and upon such assignment the limited partnership shall become the Owner for purposes of this Agreement. b) At its own expense, Agent shall qualify to do business and obtain and maintain such licenses as may be required for the performance by the Agent of its services under this Agreement. c) This Agreement constitutes the entire agreement between the Owner and the Agent with respect to the management and operations of the Building and no change will be valid unless made by supplemental written agreement executed by both parties. d) This Agreement may be signed by the parties hereto in counterparts with the same effect as if the signatories to each counterpart signed a single instrument. All counterparts (when taken together) shall constitute an original of this Agreement. Agent acknowledges that certain contracts with affiliates may require the approval of the Owner's limited partner and Agent shall not enter into any such contracts without determining whether any such approval is required as set forth in the Owner's Limited Partnership Agreement (and obtained if required). e) Notices required by this Agreement shall be delivered by messenger to the addresses noted in the Information Schedule, part d or sent by U.S. Postal Service certified mail, return receipt requested, postage prepaid. These addresses may be changed by notice given in the same manner. Notices shall be effective (i) on receipt if delivered by messenger, or (ii) three (3) days after deposit in the United States mail, if sent by mail. 15 INFORMATION SCHEDULE The following provisions are incorporated into and made a part of the foregoing Property Management Agreement between Owner and Agent to which this Information Schedule is attached: A. Paragraph 1. The term "Building" means, collectively, the real property commonly known as Garvey Senior Housing, located at 9118 Garvey Ave., Rosemead, California 91770 and all improvements, appurtenances, and equipment located thereon, including Seventy -two (72) dwelling units. B. Paragraph 23. The Management Fee shall be in an amount equal to $32.00 per unit ($ 2,304.00) in each month following the month in which a certificate of occupancy was issued for the Building. Three shall be an initial "lease -up" fee of $125 per unit. C. Paragraph 25. The date on which the Agreement will terminate, subject to the conditions contained in Paragraph 25 (a) through (e) thereof, shall be with sixty (60) days written notice. D. Paragraph 27. The addresses to which all notices required or desired to be given under the Agreement shall be delivered are as follows: Agent: Levine Management Group, Inc. Owner: ty of Rosemead c/o Don Wagner 822 S. Robertson Blvd. Suite 200 Los Angeles, CA 90035 8838 E. Vallev Blvd. Rosemead, CA 91770 16 In Witness Whereof, the parties have executed this Agreement as of the day of , no] Owner: Garvey Senior Housing By: City of Rosemead By:_ Title: Attest: Title: Agent: Levine Management Group, Inc. By:_ Title: Attest: Title: 17 GARVEY SEMOR Lease -up budget 3 Months G/L # Monthly Annual PROJECT EXPENSES RENTING EXPENSES 6200000 ADVERTISING 6210000 300.00 900.00 SIGNS 6215000 - LEASE & CREDIT CHECKS 6220000 408.00 1,224.00 OTHER RENTING EXPENSES 6250000 - - TOTAL RENTING EXPENSES 6298000 708.00 2,124.00 ADMINISTRATIVE EXPENSES 6300000 OFFICE SALARIES 6310000 1,300.00 3,900.00 OFFICE EXPENSE 6311000 200.00 600.00 OFFICE EQUIPMENT 6311050 1,457.00 4;3 LEASE UP FEE (72 UNITS) 6320000 3,000.00 9,000.00 MANAGER SALARY 6330000 - - TELEPHONE AND ANS. SERVICE 6360000 112.00 336.00 POSTAGE 6365000 102.00 306.00 MISC. ADMINISTRATIVE 6390000 - - FREIGHT / DELIVERY 6391600 TOTAL ADMIN. EXPENSES 6398000 6,171.00 18,513.00 TOTAL RENTING /ADMINISTRATIVE EXPENSES 6,879.00 20,637.00 TAXES AND INSURANCE 6700000 PAYROLL TAXES 6711000 156.00 468.00 WORKER'S COMPENSATION 6722000 78.00 234.00 TOTAL TAXES & INS. 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