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HomeMy WebLinkAboutREI/Property Management Agreement/Shapiro PROPERTY MANAGEMENT AGREEMENT THIS AGREEMENT, between The City of Carmel Redevelopment Commission (hereinafter referred to as "Owner"), and REI Real Estate Services, LLC, an Indiana corporation(hereinafter referred to as "Manager"), WITNESSETH: WHEREAS, Owner is the owner of certain Property located at 918 South Range Line Road, Cannel,IN 46032 (herein referred to as the"Property"); and WHEREAS, Manager is in the business of operating and maintaining real estate similar to the Property owned by Owner; and WHEREAS, Owner desires to retain Manager to provide property management services to the Property upon the terms and conditions as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, Owner and Manager hereby agree as follows: 1. APPOINTMENT OF MANAGER Owner hereby appoints and engages Manager as Agent to supervise and direct the operation of the Property during the entire term hereof. 2. TERM OF AGREEMENT This Agreement shall become effective on the 1g day of July, 2010, (hereinafter referred to as the "Effective Date"), and shall continue in full force and effect for One (1) year after the Effective Date, unless sooner terminated in accordance with its terms. This Agreement shall be automatically renewed for a one (1) year renewal term at the expiration of such preceding term unless one party notifies the other, in writing, via Certified Mail, within sixty(60)days prior to the renewal date, that it elects not to renew. 3. POWER AND DUTIES OF MANAGER Manager shall have the authority to execute contracts on behalf of Owner for ordinary repairs, maintenance, and operation of the Property, including the types of contracts listed in the schedule attached hereto as SCHEDULE B. Supervision of capital improvements will be negotiated separately. However, Manager agrees to secure the Owner's prior approval on all contracts requiring expenditures in excess of$500 for any one item or series of related items with the same vendor, except for any expenditures resulting from 1 emergency repairs deemed necessary by Manager. For the purpose of this Agreement, an "emergency" shall be defined as any situation in which failure on the part of Manager to act promptly would reasonably be expected to cause injury to person or appreciable property damage. Manager will make all reasonable efforts to obtain the approval of Owner before making any emergency expenditure. Manager, in the name of and on behalf of the Owner, shall also provide the following services for Owner: a) PROPERTY MANAGEMENT 1) At the expense of Owner, make, or have made under its supervision, all minor repairs, replacements, alteration, additions, improvements, and decorations necessary to preserve the Property in good condition and repair and at the optimum operating efficiency, 2) Perform preventative maintenance functions and present recommendations to Owner regarding the physical condition which will tend to maintain the Property at high standards of soundness, efficiency, and cleanliness as described in the schedule attached hereto as SCHEDULE C; 3) Purchase, at Owner's expense, materials and supplies required for the operation and maintenance of the Property; and 4) Report to Owner regularly according to the schedule attached hereto as SCHEDULE D and report promptly to Owner any conditions relative to the Property requiring the immediate attention of Owner. b) OWNER SERVICE REQUESTS. Provide general maintenance services to Owner of the Property according to the schedule attached hereto as SCHEDULE E. c) SNOW REMOVAL. Provide snow removal services whenever accumulations reach one(1)inch or more, or upon Owner's request. 4. INSURANCE AND INDEMNIFICATION a) MANAGER'S INSURANCE COVERAGE. Manager shall, at Manager's expense, provide all the following insurance coverage throughout the term of this Agreement and shall deliver to Owner certificates of insurance evidencing the following coverage: 1) Worker's Compensation and Occupational Disease Insurance for all employees of Manager in accordance with applicable law, and Employers' Liability Insurance, with limits of liability of at least One Million Dollars ($1,000,000.00). 2 2) Comprehensive General Liability, Bodily Injury and Property Damage Insurance, including: Blanket Contractual Liability, Owners and Contractor's Protective, Personal Injury, Products Completed Operations, Broad Form Property Damage and Independent Contractor. The limits of liability shall not be less than One Million Dollars ($1,000,000.00) combined single-limit for Bodily Injury and Property Damage. 3) Automobile insurance, to include all motor vehicles owned, hired, leased or used on the job subject to limits of not less than One Million Dollars ($1,000,000.00) combined single-limit or Bodily Injury and Property Damage. b) OWNER'S INSURANCE COVERAGE. Owner shall, at Owner's expense, provide the following insurance coverage throughout the term of this Agreement and shall deliver to Manager, within thirty (30) days of the execution of this Agreement and whenever otherwise requested by Manager, certificates of insurance evidencing the following coverage: 1) Worker's Compensation and Occupational Disease Insurance for all employees of Manager in accordance with applicable law, and Employers' Liability Insurance, with limits of liability of at least One Million Dollars ($1,000,000.00). 2) Comprehensive General Liability, Bodily Injury and Property Damage Insurance, including: Blanket Contractual Liability, Owners and Contractor's Protective, Personal Injury, Products Completed Operations, Broad Form Property Damage and Independent Contractor. The limits of liability shall not be less than One Million Dollars ($1,000,000.00) combined single-limit for Bodily Injury and Property Damage. This policy shall name Manager as an additional insured and shall be issued as a primary policy with other insurance carried by Manager being excess and noncontributing. c) NOTICE OF CANCELLATION. All policies of insurance in this Paragraph 4 must contain provisions which disallow cancellation or reduction in coverage prior to the other party being given a thirty(30) day written notice of the proposed cancellation or reduction in coverage. d) INDEMNIFICATION. Manager shall indemnify and save Owner, and Owner's representatives and officers, employees, and agents, harmless from all costs, losses, expenses, damages, attorneys' fees, and their costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of Manager to faithfully perform all of Manager's obligations under this Agreement. Owner shall hold harmless, indemnify, and at Owner's expense 3 defend Manager and Manager's representatives and officers, employees and agents from and against any and all liability, claims, causes of action, losses or damage, including attorneys' fees, arising or alleged to have arisen from Owner's obligations hereunder or in connection with the Property where not caused by gross negligence of Manager and Manager's representatives or a failure to perform its obligations hereunder. Owner shall make no claim against Manager on account of any alleged errors of judgment made in good faith in connection with the operation of the Property. Such costs, expenses, and damages shall include all costs incurred by Manager and Manager's representatives, to defend against any claims or lawsuits based thereon in which any of them is made a party. It is expressly understood and agreed that the foregoing provisions shall survive the termination of this Agreement. 5. COMPENSATION In consideration of the performance by Manager of its duties hereunder, Owner shall during the term hereof pay to Manager the compensation set forth in the fee schedule attached hereto as SCHEDULE A. The compensation set forth in SCHEDULE A shall not include any of the following costs or expenses, and Owner agrees to pay the following as they come due: a) All fees and permits relating to inspections required by governmental agencies or insurance companies. b) Maintenance services performed and paid or payable to third parties. c) Any other operating costs of the Property including but not limited to cleaning services, landscaping, parking lot maintenance, construction and alterations, rent collections, and security. Manager shall submit, with each invoice, copies of all backup for the amounts due, including copies of paid receipts, lien waivers and such other documentation as Owner deems necessary. Payments shall not be due until all such information has been provided to Owner. In the event of a good faith dispute regarding any portion of an invoice, Owner may withhold such disputed portion pending final resolution of the disputed amount. In the event that any invoiced items are disputed, the undisputed items shall be paid in Owner's usual course of business and the disputed items shall be paid promptly after resolution of such dispute. If Owner fails to pay undisputed amounts within sixty (60) days of receipt of an invoice, then Manager may terminate this Agreement pursuant to Section 8. 4 6. EMPLOYEES Manager shall hire, pay, supervise and discharge all employees and personnel necessary for the operation of the Property. Manager will fully comply with all applicable laws and regulations relating to Worker's Compensation, Social Security, Unemployment Compensation, hours of labor, wages and other employer-employee related matters. Manager represents that it is, and will continue to be, an Equal Opportunity Employer. All employment arrangements are solely Manager's concern and Owner shall have no liability with respect thereto. Owner agrees that during the period of ninety (90) days following termination of this Agreement, including any extension hereof, it will not employ any person provided by Manager for the performance of this Agreement, nor will it knowingly permit or allow any firm, corporation or individual that might be engaged to furnish services of the kind furnished by the Manager to employ at the Property any person provided by Manager for the performance of this Agreement. 7. ADDITIONAL SERVICES Subject to prior approval by Owner, Manager shall be compensated for providing any additional services not specifically covered by this Agreement, either on a negotiated fee basis, or hourly in accordance with SCHEDULE A. 8. TERMINATION This Agreement may be terminated for cause by either party upon thirty (30) days prior written notice. In the event Manager terminates this Agreement for cause, or Owner terminates this Agreement for any reason other than cause, Manager shall be entitled to receive as liquidated damages from Owner an amount equal to the minimum fees that were due and payable to Manager pursuant to SCHEDULE A for the preceding three (3) months. Owner hereby acknowledges that Manager will suffer damages on account of such termination and that the aforementioned liquidated damages fairly approximate the damages to be suffered by Manager. Manager hereby agrees to cooperate with Owner following such notice of termination. In the event of termination of this Agreement by either party whether with or without cause, the parties hereto shall provide each to the other the following described items prior to the termination date, unless another date is expressly specified below: a) Manager shall provide to Owner on or before the date of termination the original executed copies of all contracts executed by Manager on behalf of Owner pursuant to this Agreement. 5 b) Manager shall provide to Owner within thirty (30) days after the date of termination copies of all preventive maintenance check lists and inspections for the Property through the date of termination. c) Owner hereby agrees, and shall reaffirm such agreement in writing to Manager on or prior to the date of termination, to indemnify, defend and hold Manager harmless from any and all obligations, judgments, demands or other liability resulting from actions, suits, or other proceedings relating to the Property which arise or are instituted after the termination date, except where such have resulted from Manager's gross negligence or willful misconduct or in any suit between Manager and Owner in which Owner is the prevailing party. d) Prior to the termination date, Owner shall make payment to Manager of any and all amounts due Manager pursuant to this Agreement. 9. NOTICES Any notice required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited with the United States Mail, postage prepaid, certified mail, return receipt requested addressed to the parties as follows: IF TO OWNER: IF TO MANAGER: Les Olds,Executive Director Cannel Redevelopment Commission REI Real Estate Services, LLC 30 West Main Street, Suite 220 11711 N. Pennsylvania, Suite 200 Cannel, IN 46032 Cannel, Indiana 46032 (317) 573-6050 10. MISCELLANEOUS a) APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana. b) RELATIONSHIP. Nothing contained in this Agreement shall be construed to create a relationship of employer and employee between Manager and Owner, it being the intent of the parties hereto that the relationship created hereby is, in fact and intent, that of an attorney-if-fact and independent contractor. Nothing contained herein shall be deemed to constitute Owner and Manager as partners or joint venturers. c) ATTORNEY'S FEES. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 10'IL day of9eleber, 2010. THE CITY OF CARMEL REI REAL ESTATE SERVICES,LLC REDEVELOPMENT COMMISSION an Indiana limited liability company By:` �l� F B x 01 16414— Printed: goA,ti E. (s„kv printed: lCL(�Q g ( W LOCU-S PRO Title: pro c;dQ.Nk, Title: S S fi I 7 SCHEDULE A Schedule of Fees All work will be invoiced on a monthly basis and due in full 30 days from date of invoice. Owner agrees to pay the following fees to Manager: A monthly Property Management Fee of$1,000 for supervising and directing the operation of the Property(SCHEDULE B). A monthly reimbursement payment for maintenance services performed in conjunction with SCHEDULES "C" AND "E". Such work shall be billed at a rate of$50.00 per hour between 8:00 a.m. and 5:00 p.m. Monday through Friday except Holidays. Overtime will be billed at $60.00 per hour. (All service calls will have a '/1 hour minimum.) A monthly reimbursement payment for any supplies or materials purchased by Manager in the normal course of providing services under this Agreement. Such supplies and materials will be billed at an amount equal to Manager's cost plus 15% for overhead and profit. 8 SCHEDULE B Property Management Contracts Landscape Maintenance Parking Lot Maintenance Snow Removal 9 SCHEDULE C Preventative Maintenance Program Hours: Monday through Friday, 8 a.m. to S p.m., except Holidays. 1. Frequency: Four Times per Year a. Inspect interior and exterior of building for major structural and building envelope issues. b. Perform visual roof inspection (services to include minor roof patching and caulking of parapet caps). c. Verify proper operation of all outside lighting in parking lot area. 2. Frequency: Two Times per Year a. Air Handling Units: 1) Fans - inspect temperature control cabinets and external controls; verify integrity and proper operation of all electrical controls and circuitry; 2) Motors - inspect electrical wiring and connection at motor and starter; document ampere readings. b. Provide documented log of HVAC equipment and verify proper operation. NOTE: Manager will provide all lubricants required for the normal maintenance functions and frequencies specified. The contract price does not include any other materials or special calls. All additional service calls, parts and materials will be charged for at the current billing rate. Manager shall not be responsible for damages resulting from any failures which may occur in the electrical service in the building or in either water supply or drain systems, or damages resulting from acts of God or any other cause beyond Manager's control. 10 SCHEDULE D Reports to Be Provided to Owner Preventative Maintenance Inspection Logs Quarterly Tenant Service Call Reports Quarterly Annual Operating Expense Budget Annually Budget Variance Report Quarterly Operating Expense Recommendation Annually Capital Budget Annually Purchase Journal & Cash Disbursement Quarterly 11 SCHEDULE E Owner Service Calls Manager shall respond to maintenance service requests from Owner, to include: a) service calls for major structural and foundation issues. 12