HomeMy WebLinkAboutRes OB-022 - Spplmnt Info (2)bin? IIF PFH.M
74-510 FUI:I/ WAUINC Dulvr
PALM DESERT, CALIFON NIA 92 z60—Z5 78
TEL: 760 346-06i
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November 7, 2012
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Mr. Donnie Garibaldi
RPM Company
1420 S. Mills, Suite M
Lodi, California 95242
Dear Mr. Garibaldi:
Subject: Contract No. SA32360 — Property Management Services for
Adobe Villas Apartments Located at 45-330 Ocotillo Drive.
Palm Desert
Enclosed is a copy of the fully executed Agreement for your records. If you have any
questions or require additional information, please do not hesitate to contact us.
Sincerely,
RACHELLE D. KLASSEN, MMC
CITY CLERK
RDK:mgs
Enclosure as noted)
cc/enc: Jessica Gonzales, Management Analyst
Finance Department
Contract No. SA32360
AGREEMENT FOR PROPERTY MANAGEMENT SERVICES
ADOBE VILLAS APARTMENTS
THIS AGREEMENT FOR PROPERTY MANAGEMENT SERVICES (this
"Agreement") is made and entered into effective this, November 1, 2012, by and
between the Successor Agency to the PALM DESERT REDEVELOPMENT AGENCY, a
public body, corporate and politic having a principal place of business at 73-510 Fred
Waring Drive, Palm Desert, California, (the "SARDA") and RAY, DOUGLAS, ANN &
PATRICK, INC., a Califomia corporation, dba RPM Company Apartment Management
Services, having a principal place of business at 1420 S. Mills, Suite M, Lodi, California
95242 (the "Manager"). The SARDA and the Manager may be referred to herein
individually as a "Party" and collectively as the "Parties."
RECITALS
A. The SARDA is a public body, corporate and politic.
B. The Manager is engaged in the business of managing, maintaining,
repairing, operating and leasing apartment buildings, and has represented to the
SARDA that the Manager is experienced and competent in said business.
C. The SARDA and Manager desire to enter into this Agreement.
D. The Property (the "Property") is that certain real property commonly known
as 45-330 Ocotillo Drive, Palm Desert, CA 92260 or as more particularly described in
Exhibit "A" attached hereto and made a part hereof.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual and dependant covenants contained in this Agreement, the Parties agree as
follows:
1. Effective Date. The effective date of this Agreement (the "Effective Date")
shall be November 1, 2012.
2. Appointment. The SARDA hereby appoints the Manager and the
Manager accepts appointment as the manager of the Property on the terms and
conditions set forth in this Agreement. The Parties acknowledge and agree that this
Agreement is only a Management Agreement between the Parties, that the Parties are
not joint venturers or partners, and that Manager shall not be deemed to be an
employee of the SARDA. The Manager shall at all times be an independent contractor.
Contract No. SA32360
3. Professional Management Standards and the Management Plan.
(a) Manager agrees to exert its best efforts, to furnish the services of
its organization, and to exercise the highest degree of professional competence in
managing the Property to provide the SARDA with the economic return consistent with
proper management.
(b) The Manager shall manage, maintain, repair, operate and lease the
Property consistent with other multi -unit apartment complexes in the surrounding vicinity
with comparable facilities and amenities.
(c) The Manager hereby covenants and agrees to use Manager's best
efforts to actively manage, maintain, repair, operate and lease the Property at their
maximum potential.
(d) Notwithstanding the authority granted in this Agreement, Manager
agrees to abide by those standards and instructions that SARDA may issue from time to
time in connection with the Management Plan (the "Management Plan") Said
Management Plan shall be prepared by the Manager and shall detail the policies and
procedures that the Manager will utilize in the operations of the Property. In the event
of any inconsistency between this Agreement and the Management Plan, this
Agreement shall control. The Management Plan shall include but shall not be limited to;
(i) Policies required by local, State and Federal law with regard
to apartment management;
(ii) Policies related to prospective resident applications,
applicant background checks, publicizing of vacancies, advertising, tenant outreach,
tenant complaints and tenant retention;
(iii) Leasing and eviction policies, including but not limited to
methods of rent collections, resident notifications, house rules and enforcement thereof,
and grievance resolutions;
(iv) Copy of the current residential lease, lease addendums, and
eviction notice forms;
(v) Leasing office policies; including but not limited to, bank
deposits, forms of payment, ordering supplies, bill paying, deposit refunds, uniform
requirements, and collection of rents;
(vi) Move -out procedures;
(vii) Maintenance and repairs policies for both the grounds and
unit maintenance;
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(viii) Policies for tenant selection, waiting lists, and procedures for
offering available units
(e) The Manager shall be responsive to all tenant requests and
concerns in a timely manner. The Manager shall make its best efforts to notify SARDA
of tenant requests and concerns which are likely to be expressed by a tenant directly to
the SARDA. Manager shall establish policies in order to address tenant requests and
concems and resolution in the event of a dispute, within the Management Plan.
(f) The Property has twelve (12) units. The Manager shall have an
emergency contact available seven days a week, 24 hours a day.
4. Periodic Requirements
The Manager shall:
(a) Not Tess than once each week:
(i) A member of the Manager's management staff will walk the
Property in its entirety to identify any items of concern that may or may not be visible
from frequently traveled thoroughfare, and prepare a detailed report of findings to be
provided to the SARDA monthly.
(ii) Inspect any mechanical and physical systems located on the
Property and provide a report to the SARDA of said inspections monthly.
(b) Not less than once during every calendar month:
(i) Analyze the occupancy level of the Property.
(ii) Analyze the financial condition of the Property including,
without limitation, cash flow, income, expenses, and per unit average cost.
(iii) Provide the SARDA with a report regarding the status of
maintenance and repair projects including those in process, upcoming, completed, and
those that have not been completed or which are recommended and have not yet been
implemented, and which are to be carried over to the to the next fiscal year.
(c) Within 60 days of the Effective Date and not less frequently than
once within every 60 day period thereafter:
(i) Maintain familiarity with the neighborhood, layout, character,
plan and operation of the Property.
(ii) Prepare and maintain inventories of all SARDA personal
property and readily removable fixtures attached to the Property, and deliver those
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Contract No. SA32360
inventories to the SARDA at least once in each fiscal year by June 30 or upon request.
(iii) Analyze the adequacy of reserves.
(d) Not less than once annually on or before March 1st
(i) Prepare and deliver a comprehensive financial budget plan,
including reserve accounts where applicable, for the Property to the SARDA for the
upcoming fiscal year operations July 1 to June 30.
(ii) Examine the general condition of the Property and prepare
a list of needed repairs and maintenance, and deliver that list to the SARDA along with
the estimated costs for review. Once reviewed by the SARDA, incorporate estimations
into the Plan noted in 4.(d) (i). Said list will include all items identified by Manager and
be prioritized by the Manager in order of necessity. (Le. Critical, Health and Safety,
Necessary, Preventative, etc.)
(e) Manager will notify the SARDA of work, supplies, services,
maintenance or repairs (emergency or otherwise) that were not included in the current
operating budget but that may be necessary prior to the next operating budget year:
(i) In December of each year, Manager will provide a report of
necessary budget adjustments to be made for work that was pre -approved by the
SARDA and estimates of anticipated work that is necessary.
(ii) In the event there are items that have not been included in
4.(d)(i) or 4.(e)(i), then as necessary, Manager will provide a report of those items by
priority to the SARDA. The SARDA will determine whether said request should be
forwarded as a special item to the SARDA Board.
(f) On the basis of the information gathered pursuant to Sections (a)-
(e) of this Section 4, the Manager shall recommend in writing amendments and updates
to the Management Plan at least once annually. The proposed amended Management
Plan, together with any recommendations of the Manager for achieving maximum
economic retum of the Property, shall be submitted to the SARDA. Any amendments to
budget, policies or actions in the Management Plan are subject to the prior written
approval of the SARDA unless the sole reason for the proposed amendment was due to
changes or inconsistencies with current law. The Manager will continually review the
Management Plan for the purpose of keeping the SARDA advised of necessary or
desirable changes.
5. Determination of Performance Criteria. The parties have developed
various performance criteria categories which will be used to evaluate the performance
of the Manager. Such performance criteria categories are described on Exhibit G
attached hereto and incorporated herein by reference.
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6. Term. The parties agree that the term ("Term") of this Agreement shall be
month to month not to exceed ten (10) consecutive months, commencing with the
Effective Date and ending on the expiration of the maximum month -to -month period or
upon written notice by either party in accordance with the provisions of Section 28,
below.
7. Manaaement Office. The Management office will be located at one of the
locations identified in Exhibit C and may change from time to time. Upon a change in
the Management office location, Manager shall notify tenants of the new location within
seventy two (72) hours. Manager shall maintain a rent drop -box at the Property as of
the Effective Date. The SARDA shall pay all approved expenses related to such office,
including, but not limited to, furnishings, equipment, postage, office supplies, electricity,
telephone, answering service, and security monitoring services, if any. The SARDA
shall retain ownership of all of the foregoing purchases from the operating budget.
8. Information on the Prooertv. The Manager acknowledges that it has been
furnished with building plans and specifications, if available, for the Property, and copies
of any available reports on file including manufacturer's preventive maintenance
schedules, guarantees and warranties pertinent to the fixtures, mechanical equipment,
and appliances used in the operation of the Property. The Manager shall maintain files
with current plans and specifications based upon any repairs, and current files of all
additional manufacturer's preventive maintenance schedules, guarantees and
warranties pertinent to the new fixtures, mechanical equipment, and appliances used in
the operation of the Property.
9. Familiarity With Eauloment. The Manager has become thoroughly familiar
with the character, location, construction, layout, plan and operation of the Property, and
especially of the electrical, heating, plumbing, air conditioning and ventilation systems,
and all other mechanical equipment, and the Manager shall maintain such familiarity.
10. Leasina. The Manager will act as the SARDA's exclusive agent in leasing
the dwelling units (the "Units") in the Property. The following provisions will apply:
(a) The Manager shall use all reasonable efforts to keep the Property
leased by procuring tenants for the Property and negotiating and executing on behalf of
the SARDA all leases for the Units. The Manager is authorized to enter into and
execute initial leases with tenants for a minimum term of six months and a maximum
term of 12 months without the prior written approval of the SARDA. Any lease for a
shorter or longer period shall require the prior written consent of the SARDA. The
Manager shall also submit to the SARDA copies of all notices terminating any tenant
leases and all notices to vacate served on any tenant prior to the expiration of the lease
term or after the expiration of the lease term if tenancy has converted to month -to -
month, together with an explanation for the applicable notice.
(b) The Manager shall lease all the Units in accordance with the terms
of this Agreement, in compliance with all applicable Federal, state and local laws, and in
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accordance with any further direction from the SARDA.
(c) The Manager will be responsible for screening and selection of
existing and prospective tenants in accordance with applicable Federal, state and local
laws. The Manager will follow the tenant selection policy described in the Management
Plan.
(d) The Manager shall not decline to lease any Unit on the Property to
a prospective tenant on the basis of the tenant's race, color, creed, national origin,
ethnicity, sex, religion, age, physical or mental disability, medical condition, sexual
orientation, or any other classification then protected by law.
(e) Prior to executing any lease with a tenant, the Manager shall obtain
the written consent of the applicant to perform a complete background check, and shall
perform same, including: (1) investigate the financial ability and history of the
prospective tenant to pay rent, (2) perform necessary credit checks, (3) obtain
references from employers and prior landlords, (4) verify the income of tenants as
specified in the Management Plan to the extent deemed necessary by Manager to
protect the SARDA against financial loss and to protect the physical condition of the
Property, (5) verify all matters that are required to be checked by Federal and/or state
law, and (6) verify those matters that may and should be checked to ensure and
promote the safety and welfare of all tenants of the Property, Manager's staff and the
public. A non-exclusive list of the required and permissive verifications, consent
language and sampling of reputable online resources are set forth in Exhibit K, as may
be modified by changes in applicable law. Manager shall comply at all times with
applicable Federal and state law in all aspects of the tenant screening and application
process.
11. Security Deposits. The Manager will collect, deposit, and disburse
security deposits in accordance with the terms of each tenant's lease. The amount of
each security deposit will be as specified in the Management Plan. The collection and
disbursement of security deposits will also be governed by the then applicable state and
local laws. All tenant security deposits will be placed in a security deposit trust account
separate from all other funds of the Manager and/or the SARDA. The security account
will be established at a bank whose deposits are insured by an agency of the United
States government. The security deposit account will be carried in the name of the
Manager and designated on record as the "Security Deposit Account" for the Property.
The balance of the security deposit account or accounts shall not be used to pay
general operating expenses without the written consent of the SARDA. Notwithstanding
the foregoing, security deposits received must be documented and accounted for at all
times and the Manager must comply with any applicable state and local laws
concerning interest payments on security deposits.
12. Collection of Rents and Other Receipts. The Manager will collect when
due all rents, charges and other amounts receivable on the SARDA's account in
connection with the management, maintenance, repair, operation and leasing of the
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Property. Such receipts (except for tenants' security deposits, which will be handled as
specified in Section 11 above) will be deposited in an account of the Manager, at a bank
whose deposits are insured by an agency of the United States Government. This
account or accounts will be carried in the name of the Manager and designated on
record as the "General Operating Account" for the property.
13. Enforcement of Leases. The Manager will ensure full compliance by each
tenant with the terms of that tenant's lease. Voluntary compliance will be emphasized.
Involuntary termination of tenancies shall comply with all applicable laws and
regulations. The Manager is designated as the SARDA's agent with the right to enter
and take possession of the units, in accordance with applicable law, and shall lawfully
terminate any tenancy when, in the Manager's reasonable judgment, sufficient cause
(including, but not limited to, nonpayment of rent) for such termination occurs under the
terms of the tenant's lease. For this purpose, the Manager is authorized to consult with
legal counsel qualified to bring unlawful detainer actions and to execute notices to
vacate and judicial pleadings incident to such actions. The Manager shall keep the
SARDA informed of such actions and follow such direction as the SARDA may provide
for the conduct of any such action. Attomey's fees and costs incurred in connection with
unlawful detainer actions will be paid out of the General Operating Account as an
expense of the Property. Notwithstanding the foregoing, the Manager is at all times
ultimately responsible for the enforcement of leases. Payment by the SARDA of legal
fees and costs incurred in connection with unlawful detainer actions does not create an
attomey-client relationship between SARDA and Manager's unlawful detainer legal
counsel.
14. Maintenance and Repair. The Manager will maintain the Property in good,
clean, safe and sanitary condition in accordance with the Management Plan and local
codes and in a condition at all times acceptable to the SARDA. This will include, but not
be limited to, cleaning, painting, plumbing, grounds care, and such other maintenance
and repair works as may be necessary, subject to any limitations imposed by the
SARDA in addition to those contained herein. Manager will ensure all vendors maintain
the required licensing, insurance, permits, and approvals for any work performed in
accordance with this Agreement, as well as all local, State, and Federal codes and
regulations.
incident thereto, the following provisions will apply:
(a) The Manager will complete preventative maintenance activities in
the most cost effective and efficient manner as possible, while not jeopardizing the
expectations in quality for the Property.
(b) The Manager will contract in compliance with Section 21 hereof
with qualified independent contractors for the maintenance and repair of roofs, air-
conditioning and heating systems and for extraordinary repairs beyond the capability of
regular maintenance employees.
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Contract No. SA32360
(c) The Manager will systematically receive and investigate all service
requests from tenants, take such action thereon as may be warranted and will keep
records of the same. Service requests will be addressed within four working days;
provided, however, emergency requests will be received and serviced on a 24 hour
basis. The Manager shall promptly investigate and respond to serious complaints as
appropriate, and shall comply with all applicable Federal and state laws in connection
with same, including but not limited to the requirements of the Fair Employment and
Housing Act and other applicable fair housing laws, and shall promptly report such
complaints and Manager's response thereto to the SARDA. The Manager shall advise
tenants to report to law enforcement all complaints involving actual or threatened
criminal activity. The Manager shall provide the SARDA with a monthly summary of all
serious complaints received by the Manager. This summary shall include a brief
description of each complaint and Manager's response thereto.
(d) The Manager is authorized to purchase while complying with the
provisions of Section 21, on behalf of the SARDA, all materials, equipment, tools,
appliances, supplies and services necessary for proper maintenance and repair. The
SARDA shall retain ownership of all said materials, equipment, tools, appliances and
supplies.
(e) Notwithstanding any of the foregoing provisions, the prior written
approval of the SARDA will be required for any maintenance or repair project in which
the overall cost is expected to exceed $10,000 for labor, materials, and/or otherwise in
connection with the maintenance and repair of the Property. This limitation does not
apply to recurring expenses within the limits of the operating budget or to emergency
repairs involving manifest danger to persons or properties, or that are required to avoid
suspension of any necessary service to the Property. In the latter event, the Manager
will inform the SARDA in writing of the facts as promptly as possible. For purposes
hereof, "recurring expenses" shall include utilities, pest control, laundry services, pool
services, courtesy patrol, regulatory permits and vermin extermination.
(f) Manager shall enter into all service contracts (such as pool services
and landscape maintenance) in accordance with Section 21 and maintain all required
permits and approvals on equipment, pools, facilities, etc. for the Property.
(g) The Manager shall not undertake any work of construction or any
work which would modify or change the exterior of any building or grounds.
15. Utilities and Services. In accordance with the Management Plan, the
Manager will make arrangements for water, electricity, gas, sewage and trash disposal,
vermin extermination, laundry facilities, telephone and cable service. Subject to receipt
of the SARDA's prior written approval, the Manager will enter into such contracts as
may be necessary to secure such utilities, vermin and extermination services, acting as
Manager for the SARDA.
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16. Employees.
(a) All personnel of the Manager involved with the management,
maintenance, repair, operation or leasing of the Property will be employees of the
Manager and will be hired, paid, directed, supervised, and discharged by the Manager.
The Manager will provide sufficient resources (staff and/or services) in order to fulfill its
obligations to the SARDA under the terms of this Agreement. All costs associated with
hiring and discharging of such employees will be borne by the Manager. The Manager
warrants that it has established employment policies in accordance with employment
laws and said policies include a drug free work place or similar substance abuse policy,
a zero -tolerance violence in the workplace policy and all other policies mandated by
state and Federal law. The Manager warrants that all of its employees meet all
qualifications, licensing and code requirements, applicable to completing assigned
tasks. The Manager warrants that training will be provided to employees as may be
required by local, State or Federal Law and will be conducted by an individual or entities
qualified to provide such training. It is understood that, subject to sub Sections (b) and
(c), below, all direct costs associated with employees working "on -site" and specifically
identified on Exhibit F will be borne by the SARDA to include their direct salary (but not
bonuses), Social Security taxes, employment taxes, medical insurance, Pension Plan,
Worker's compensation, uniforms, Housing allowance and other benefits (if applicable).
Only the cost of those positions set forth on Exhibit F shall be paid by the SARDA.
Notwithstanding the foregoing, all personnel of the Manager are exclusively the
employees of Manager, and not of the SARDA.
(b) Manager shall have full and exclusive responsibility and liability for
payment of all federal, state and local payroll taxes and for contributions for
unemployment insurance, Social Security (FICA) and other benefits imposed or
assessed under any provision of law or by regulation, and which are measured by
salaries, wages, or other remuneration paid or payable by Manager to its employees
engaged in any work in connection with this Agreement or indicated herein, for the
payment of which the SARDA will reimburse the Manager, subject to the written
approval of the Finance Director. The Manager shall have full and exclusive
responsibility and liability for the withholding and payment of any income taxes required
to be withheld from the wages or salaries of said employees under any provision of law
or regulation. The Manager agrees to save and hold the SARDA harmless from all
claims for penalties, interest, or costs which may be assessed under any law or any
rules or regulations thereunder with respect to its failure or inability to perform the
aforesaid responsibilities.
(c) Upon ten days demand from the SARDA, the Manager shall cause
any employee of the Manager to be removed from the Property, at the Manager's sole
cost and expense.
(d) Manager shall be solely responsible for the methods and means of
managing its personnel to achieve the desired results. SARDA's authority over and
involvement in Manager's employment matters shall be limited consistent with
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Contract No. SA32360
Manager's status as sole employer of its employees.
17. Disbursements from General Operatino Account.
(a) From the funds collected and deposited by the Manager in the
General Operating Account pursuant to Section 12 above, the Manager will make or
• request the following disbursements promptly when payable:
(i) The Manager shall request from the Director of Finance of
the SARDA reimbursement to the Manager for compensation payable to the employees
specified in "Exhibit F" together with an overhead charge percentage that will be
determined annually by the Manager and approved by the Director of Finance of
SARDA. This percentage will be applied to gross payroll with respect to employees
specified in "Exhibit F", included on "Exhibit F" and submitted once each year during
budget review. Said percentage may be adjusted during the budget year with written
approval of the SARDA, and will include the employer's portion of medical, dental, life
and A, D, and D insurance, workers compensation, taxes and assessments payable to
local, state and federal governments in connection with the employment of such
personnel.
(ii) Notwithstanding the provisions of sub -Section (a)(i), above,
the Manager shall make disbursements of all sums otherwise due and payable by
theSARDA as expenses of the Property authorized to be incurred by the Manager under
the terms of this Agreement, including compensation payable to the Manager, pursuant
to Section 27 below, for its services hereunder.
(b) Except for the disbursements mentioned in Section 12 above, funds
will be disbursed or transferred from the General Operating Account only as the SARDA
may from time to time direct in writing. Manager reimbursement checks in excess of
$500.00 shall require approval of both the Manager and the Finance Director of the
SARDA or his/her designee.
(c) In the event the balance in the General Operating Account is at any
time insufficient to pay disbursements due and payable under Section 17(a) above, the
Manager will inform the SARDA prior to disbursing funds of that fact and the SARDA's
Director of Finance will then remit to the Manager sufficient funds to cover the
delinquency. In no event will the Manager be required to use its own funds to pay such
disbursements that are directly related to the operation of the Property.
(d) The SARDA will pay for or reimburse to RPM only those expenses
that are expressly authorized by this Agreement to be borne by the SARDA. Any
expenses incurred by Manager as a result of any legal judgment or administrative ruling
against Manager or its officers, employees or agents, or any monetary settlement in lieu
'of same to resolve any dispute, or the costs incurred by Manager in connection
therewith, including attorneys' fees for advice or defense to Manager, shall be the sole
responsibility of the Manager. In the event any of the SARDA monies have been
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disbursed for this purpose, the Manager shall immediately reimburse SARDA. The
SARDA may, in its sole discretion, elect to pay or reimburse the Manager for all or a
portion of such expenses and/or costs if the SARDA deems that to be in the best
interests of the SARDA or the community which it serves or to promote the public
health, safety and/or welfare, and only upon written agreement between the SARDA
and Manager, signed by each of the parties.
18. Budaets. Manager will prepare and submit annual operating budgets for
the Property in forms satisfactory to the Director of Finance, which budgets shall include
but not be limited to the following: Current Year Final Budget Adopted; Current Year
Expected Actual; Upcoming Year Budget Request; Detailed Descriptions for any
marginal deviations from Current Year; Detailed Descriptions for any Capital
Expenditures for each Property; including Reserve Accounts where applicable and
Exhibit F described above. Except as permitted under Section 14(e) above, annual
disbursements for each category of operating expenses in the budget will not exceed
the amount authorized by the approved budget without the prior written consent of the
SARDA. The Manager shall prepare a recommended operating budget for each fiscal
year during the term of this Agreement, and shall submit to the SARDA by March 1st of
each year for the following fiscal year (July 1 to June 30). Additionally, the Manager
shall prepare and submit to the SARDA a budget for each fiscal year thereafter covering
the period from July 1 through the next following June 30. Each year of the term the
SARDA will promptly inform the Manager of any changes incorporated in the approved
budget, and the Manager will keep the SARDA informed of any material anticipated
deviation from the receipts or disbursements stated in the approved budget. Manager
may, upon the written request and after receipt of written approval of the SARDA, make
disbursements exceeding the budgeted allowances within the budgeted categories for
the Property.
19. Records and Reports. In addition to any requirements specified in the
Management Plan or other provisions of this Agreement, the Manager will have the
following responsibilities with respect to accounts and reports:
(a) The Manager will establish and maintain, on a modified accrual
basis, a comprehensive system of records, books and accounts in a manner
satisfactory to the SARDA. All records, books and accounts will be subject to
examination at reasonable hours by any authorized representative of the SARDA. The
Manager shall maintain the books and records in good condition and order and shall
preserve the books and records for such time period as the SARDA would be legally
required to preserve and maintain the books and records.
(b) The Manager will be subject to a quarterly review and an annual
audit conducted by a firm of the SARDA's choice. The Manager agrees to make
available all applicable records to the SARDA's auditors for annual review. The report
will be prepared in accordance with generally accepted auditing standards. The audit
report submitted by the audit firm will also be subject to a single audit at the SARDA's
discretion. The preparer's services will be an expense of the SARDA Property.
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(c) The Manager will furnish information as may be requested by the
SARDA from time to time with respect to the financial, physical or operational condition
of the Property, including, without limitation: (i) calculation and billing rent and other
tenant charges; (ii) maintaining accounts receivable and delinquency records; (iii)
maintaining rent rolls; (iv) processing and paying operating and capital invoices; (v)
recording activity and comparing such activity to budgeted amounts; (vi) reconciling all
expenditures; (vii) remitting excess funds to the SARDA and requesting needed funds
from the SARDA; (viii) processing payroll for personnel employed in the discharge of
this Agreement and in compliance with taxing authorities and other reporting
requirements associated with payroll; and (ix) reports detailed in Exhibit I.
(d) By the 20th day of each month, the Manager will furnish the
SARDA with an itemized list of all delinquent accounts, including general operating
accounts, as of the tenth day of the same month.
(e) The Manager shall submit, to the SARDA's Finance Director those
reports set forth in Exhibit H on the periodic bases. Reports designated as "monthly" on
Exhibit H shall be submitted by the 20th day of each month; reports designated as
"quarterly" shall be submitted by the 20th day of every third month, and reports
designated as "annual" shall be submitted at the end of the fiscal year or the end of the
calendar year as set forth on Exhibit H. In explanation but not limitation of the
foregoing, the monthly reports to be submitted include: a statement of receipts and
disbursements during the previous month; a schedule of accounts receivable and
payable; reconciled bank statements for all accounts maintained by the Manager on
behalf of the SARDA reflecting disbursements and deposit amounts as of the end of the
previous month; a copy of general ledger account transactions and monthly aggregate
utility consumption by utility; and such other matters relative to the management,
operation, and maintenance of the Property including actual income and expense
balances compared to budgeted or expected results as required by the Finance Director
of the SARDA. Additional reports may be requested throughout the year as the SARDA
deems necessary.
20. Fidelity Bond. The Manager will place the Property on a master fidelity
bond, which provides blanket coverage equal to two months gross rent potential. The
bond will provide coverage for all principals and agents of the Manager and all persons
who participate directly or indirectly in the management of the Property and their assets,
accounts and records. The premiums for such a bond will be paid and borne by the
Manager. Specifically, coverage for the Manager, including all applicable persons in the
Manager's employ, will be paid by the Manager, and coverage for the SARDA's
personnel, if applicable, will be paid by the SARDA. Said fidelity bond shall be issued
by a company which is reasonably acceptable to the SARDA, and Manager shall deliver
to the SARDA a copy of said fidelity bond upon execution by the SARDA of this
Agreement.
21. Bids. Discounts, Rebates or Commissions. The SARDA and Manager
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Contract No. SA32360
agree to obtain contract materials, supplies and services at the lowest possible cost and
on the most advantageous terms to the Property and to secure and credit to the
Property all discounts, rebates and commissions obtainable with respect to purchases,
service contracts and all other transactions on behalf of the Property. The Manager
agrees that no goods and services shall be purchased from individuals, related
companies and companies having a financial or pecuniary interest (a "conflict -of -
interest") with the Manager. All vendor accounts shall be opened in the SARDA's
name, upon prior written approval of the SARDA.
The Manager will develop detailed scopes of work, materials, supplies,
equipment and contractual services for the SARDA's review and prior written approval
before undertaking any work of repair the cost of which may exceed $5,000 for a single
Unit or project. If prior written approval has been received from the SARDA, the
Manager shall comply with the procedures set forth in Ordinance No. 928 of the City of
Palm Desert, and any amendments thereto, in connection with the purchase of any
materials, supplies, equipment and contractual services to be paid for by the SARDA
under this Agreement.
The Manager agrees to accept the bid which represents the lowest price, taking
into consideration the bidder's reputation for quality of workmanship or materials and
timely performance, and the time frame within which the services or goods are needed.
The Manager must make every reasonable effort to assure that the SARDA is obtaining
services, supplies and purchases at the lowest possible cost. The Manager must make
a written record of any verbal estimate obtained. Copies of all required bids and
documentation of all other written or verbal cost comparisons made by the Manager
shall be made part of the records of the Property and shall be retained for three years
from the date the work was completed. This documentation shall be subject to
inspection by the SARDA or its designee and the Manager agrees to submit such
documentation upon request. Further, Manager shall annually submit a report to the
SARDA describing the outcome of all bidding procedures, which report shall include the
names of all bidders and the amount of their bids, and shall indicate to which bidder the
contract was awarded.
The Manager agrees to make available to the SARDA, when requested, all
records of the Manager, which relate to the provision of goods or services to the
SARDA whenever funds from the Property have been used to pay for such goods
and/or services (other than management services).
22. Resident Services Program. The Manager will be responsible for carrying
out any social services program described in the Management Plan and any other
program or service that may become available that are in the best interest of the
residents or community to promote public health, public safety or tenant welfare.
23. Resident - Management Relations. The Manager will establish annual
meetings at the Property when necessary to promote resident communication.
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24. Defense. Indemnity and Hold Harmless Aareement. The Manager and
SARDA agree that SARDA, the City of Palm Desert, the Palm Desert Housing Authority,
and their respective officials, officers, employees, and agents (collectively
"Indemnitees") should, to the extent permitted by law, be fully protected against any
loss, injury, damage, complaint, claim, lawsuit, cost, expense, attorneys fees, litigation
costs, defense costs, court costs or any other cost arising out of or in any way related to
Manager's performance of this Agreement. Accordingly, the provisions of this defense,
indemnity and hold harmless provision are intended by the Parties to be interpreted and
construed to provide the fullest protection possible under the law to the Indemnitees.
Manager acknowledges that SARDA would not enter into this Agreement in the
absence of the commitment of Manager to indemnify, defend, protect and hold harmless
SARDA as set forth herein.
To the full extent permitted by law, Manager shall indemnify, defend, protect and
hold harmless the Indemnitees from any liability, complaints, claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened, actual attorney
fees incurred by SARDA, court costs, interest, defense costs including expert witness
fees and any other costs or expenses of any kind whatsoever without restriction or
limitation incurred in relation to, as a consequence of or arising out of or in any way
attributable actually, allegedly or impliedly, in whole or in part to the performance of this
Agreement. All obligations under this provision shall be paid by Manager as they are
incurred by SARDA. Manager shall defend the Indemnitees, and bear the expense
thereof, with lawyers selected or approved by SARDA.
Without affecting the rights of the Indemnitees under any provision of this
Agreement or this Section 24, the Manager shall not be required to indemnify, defend,
protect and hold harmless the Indemnitees as set forth above for liability attributable
solely to the fault of the Indemnitees.
25. Professional Services Insurance Reauirements.
(a) Commercial General Liabilitv/Umbrella Insurance. The Manager
shall obtain, at its sole cost Commercial General Liability coverage "occurrence" form
CG 00 01 or its exact equivalent, with minimum limits of $1,000,000 per occurrence and
$2,000,000 in the general aggregate. Insurance is to be placed with insurers with a
current A.M. Best and Company rating level of A- or better, Class VIII or better, licensed
to do business in Califomia, and satisfactory to the SARDA. Manager agrees to
endorse third party general liability coverage required herein to include as additional
insureds the Successor Agency to the Palm Desert Redevelopment Agency, City of
Palm Desert, and their respective officials, officers, employees, volunteers, and agents
(collectively "Additional Insureds"). The acceptable additional insured endorsement that
must be submitted to the SARDA is CG 20 1410 or its exact equivalent, specifying the
Additional Insureds as additional insureds. Coverage shall apply on a non-contributing
basis in relation to any other insurance or self-insurance, primary or excess, available to
the Additional Insureds. Coverage shall not be limited to the vicarious liability or
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Contract No. SA32360
supervisory role of any of the Additional Insureds. Insurance shall be issued as policy
specific to this agreement. Excess or Umbrella Liability Insurance (Over the Primary) if
used to meet limit requirements, shall provide coverage at least as broad as specified
for the underlying coverages. Any such coverage provided under an umbrella liability
policy, shall include a drop down provision providing primary coverage above a
maximum $25,000 self -insured retention for liability not covered by primary, but covered
by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense
costs payable in addition to policy limits. There shall be no cross liability exclusion
precluding coverage for claims or suits by one insured against another; policies shall
also have concurrent starting and ending dates. Coverage shall be applicable to
SARDA or City of Palm Desert for injury to employees of The Manager, subcontractors,
or other involved in the scope of this agreement. The scope of coverage provided is
subject to approval by the Risk Manager following receipt of proof insurance as required
herein.
(b) Worker's Compensation/Employers' Liability Insurance. The
Manager shall procure and maintain Workers' Compensation insurance complying with
California worker's compensation laws, including statutory limits for workers'
compensation and an Employer's liability limit of $1,000,000 per accident or disease. .
Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation
as respects SARDA, the City of Palm Desert, and their respective officials, officers,
employees, volunteers, and agents.
(c) Evidence of Insurance. The Manager shall provide evidence of the
insurance required herein, satisfactory to the SARDA, consisting of certificate(s) of
insurance evidencing all of the coverages required and an additional insured
endorsement to the Manager's general liability and umbrella liability policies (if any)
using ISO form CG 20 10. In addition, the Manager agrees to provide complete copies
of all polices of Insurance to the SARDA annually or upon request. The Certificate(s)
shall reflect that the insurer will provide immediate notice of any cancellation or
modification of coverage to the SARDA, per the terms of the policy. The Manager
agrees to require its insurer to modify the certificates to delete any exculpatory wording
stating that failure of the insurer to mail written notice of cancellation imposes no
obligation, and to delete the word "endeavor" with regard to any notice provisions. All
insurance coverage and limits provided pursuant to this Agreement shall apply to the full
extent of the policies involved, available or applicable. Nothing contained in this
Agreement or any other agreement relating to the SARDA or its operations shall limit
the application of such insurance coverage. The endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf and are to be provided
on standard ISO forms noted above. All endorsements are to be received and
approved by the Risk Manager prior to the commencement of work.
(d) No Limitation on other Insurance. Requirements of specific
coverage features or limits contained in this Section 25 are not intended as a limitation
on coverage, limits or other requirements, or a waiver of any coverage normally
provided by any insurance. Specific reference to a given coverage feature is for
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Contract No. SA32360
purposes of clarification only and is not intended by any Party to be all inclusive, or to
the exclusion of other coverage, or a waiver of any type.
(e) Subroaation. All general or auto liability insurance coverage
provided pursuant to this Agreement, or any other agreements pertaining to the
performance of this Agreement, shall not prohibit the Manager, its employees, or
agents, from waiving the right of subrogation prior to a loss. The Manager hereby
waives all rights of subrogation against the SARDA and the City of Palm Desert.
(f) SARDA's Riaht to Purchase Replacement Insurance. In the event
any policy of insurance required under this Agreement does not comply with these
requirements or is canceled and not replaced, the SARDA has the right but not the duty
to obtain the insurance it deems necessary and any premium paid by the SARDA will be
promptly reimbursed by the Manager.
(g) Proof of Insurance. The Manager shall provide proof that policies of
insurance required herein expiring during the term of this Agreement have been
renewed or replaced with other policies providing at least the same coverage. Such
proof will be fumished not more than 72 hours after the expiration of the coverage(s).
Any actual or alleged failure on the part of the SARDA or any other of the Additional
Insureds under these requirements to request or obtain proof of insurance required
under this Agreement in no way waives any right or remedy of the SARDA or any other
of the Additional Insureds, in this or any other regard.
(h) Subcontractor Proof of Insurance.
(i) Subcontractors Performina Recurrina Work or Work in
Excess of $2500. The Manager shall require all subcontractors or other parties which
provide (i) recurring services to the Properties, or (ii) services in excess of $2,500 in a
six month Period (a "Major Subcontractor") to the Properties to provide the same
minimum insurance coverage required of the Manager. Manager agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such coverage
is provided in conformity with the requirements of this section. The Manager agrees that
upon request, all agreements with Major Subcontractor, or others with whom Manager
contracts with on behalf of the SARDA, will be submitted to the SARDA for review.
. For purposes of this Section a contractor or party hired for the work shall be deemed to
be performing "recurring work" in the event that contractor or party hired performs in
excess of a single segregated or discrete project in any six-month period. The Manager
agrees to obtain certificates evidencing such coverage and to make reasonable efforts
to ensure that such coverage is provided as required herein. Failure of the SARDA to
request copies of such agreements will not impose any liability on the SARDA. The
Manager agrees to require that no contract used by any Major Subcontractor, or
contracts the Manager enters into on behalf of the SARDA, will reserve the right to
charge back to the SARDA the cost of insurance required by this Agreement.
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(ii) Subcontractors Performing Nonrecurrino Work or Work Less.
Than or Eaual to $2500. The Manager shall require all subcontractors or other parties
which provide (i) nonrecurring services to the Properties, and (ii) services in an amount
not to exceed $2,500 in a six-month Period (a "Nonrecurring Subcontractor") to provide
Commercial General Liability insurance in the amounts set forth below and Workers
Compensation insurance to conform with the requirements of this section. For
purposes of Section 25, a contractor or party hired for the work shall be deemed to be
providing "nonrecurring work," so long as that contractor or party hired for the work does
not perform more than a single segregated or discrete project in a six-month period. In
the event a Nonrecurring Subcontractor performs more than a single discrete project in
a six-month period or work exceeding $2,500 in value, that Nonrecurring Subcontractor
shall lose its status as a "Nonrecurring Subcontractor" and shall be automatically
deemed a "Major Subcontractor". The liability limits for Nonrecurring Subcontractors or
other parties shall provide no less than $500,000 per occurrence for all coverages and
$500,000 in the general aggregate. The Manager agrees to verify such coverage and
make reasonable efforts to ensure that such coverage is provided as required herein.
The Manager agrees to require that no contract used by any Nonrecurring
Subcontractor, or contracts the Manager enters into on behalf of the SARDA, will
reserve the right to charge back to the SARDA the cost of insurance required by this
Agreement. The Manager agrees that upon request, all agreements with Nonrecurring
Subcontractors, or others with whom Manager contracts with on behalf of the SARDA,
will be submitted to the SARDA for review. Failure of the SARDA to request copies of
such agreements will not impose any liability on the SARDA nor constitute a waiver of
the rights of the SARDA hereunder.
26. Compliance With Govemmental Orders. The Manager will take such
action as may be necessary to comply promptly with any and all governmental orders or
other requirements affecting the Property, whether imposed by federal, state, county or
municipal authority. Notwithstanding the forgoing, the Manager shall take no such
action so long as the SARDA is contesting, or has affirmed its intention to contest, any
such order or requirement. The Manager will notify the SARDA in writing of all notices
of such orders or other requirements as soon as possible from the time of their receipt.
27. Manaaer's Compensation. The Manager will be compensated for its
services under this Agreement by monthly fees. Such fees will be payable on the first
day of each month, in arrears, for the services provided in the prior month for the term
of this Agreement.
(a) Each such monthly fee will be in the amount of $450.00 per month
("the Management Fee"). Exceptions to the payment of the management fee are if any
of the following conditions apply:
(i) If the vacancy rate for the property exceeds ten (10) percent
for 60 consecutive calendar days the monthly Management. Fee will be reduced by $35
per vacant unit that causes the ten (10) percent vacancy rate to exceed 60 calendar
days, until such units are leased, except in those circumstances where the vacancy is
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Contract No. SA32360
the result of the SARDA's leasing policies, the SARDA's determination of a unit to be
'unrentable' or 'down', or, the SARDA's written determination for a 'change of use' of the
Property.
(ii) For Units that are unrentable or down due to action or
inaction by the Manager.
During the term of this Agreement there will be no increase in the montly Management
Fee.
(b) Except as otherwise expressly provided in this Agreement, all
employees not identified in Exhibit F and other overhead expenses of the Manager
(including but not limited to, costs of office supplies and equipment, postage,
transportation, travel expenses for managerial personnel and telephone services) will be
borne by the Manager. All services for management, accounting, and reporting, with
exception of the SARDA's requested annual audit, shall be bome by the Manager.
(c) In addition to the Management Fee,
(i) the site employees for the Property shall be paid the
Employee Salaries listed on Exhibit F attached hereto and incorporated herein by this
reference.
(ii) The Manager will be paid a ten (10) percent overhead fee for
any capital improvement work in excess of $10,000 per occurrence, which the SARDA
requests the Manager to oversee.
28. Termination.
(a) Termination For Cause: Either party may terminate this Agreement
with cause by giving written notice to the other party not less than 90 days prior to the
date of termination. Any such written notice for cause shall specify the default. If the
default specified has not been cured within 21 days of receipt of the notice, this
Agreement shall terminate on the date of termination set forth in the notice. Upon
termination, Manager shall be compensated only for those services that have been
satisfactorily rendered to SARDA, and SARDA shall be entitled to no further
compensation.
(b) Termination at End of Term/Extension: At least ninety (90) days prior
to the automatic termination of this Agreement (the "Negotiation Period"), and unless
either party has given timely notice under Sections 28-(a) above prior thereto, the
parties shall initiate negotiations for a new agreement for Property Management
Services and use best efforts and engage in good faith negotiations to finalize such
agreement and obtain final approval thereof prior to the automatic termination of this
Agreement. In the event such good faith efforts are not completed before the expiration
of the Term, or in the event either party gives notice to the other during the Negotiation
Period of its decision not to enter into a further term, this Agreement may be extended
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Contract No. SA32360
for not more than ninety (90) days after the giving of such notice, upon the written
authorization of the Executive Director of the SARDA. Good faith negotiations may
include an extension of this Agreement up to an additional 24 months provided there
are no changes in the terms or Manager Compensation detailed herein
(c) No Everareen Clause: Nothing in this Agreement or otherwise
creates any "Evergreen clause" nor creates any rights by any party to an extension of
this Agreement, or any provision thereof, for any period, or at all, except as expressly
stated herein.
(d) Bankruptcy. In the event that a petition in bankruptcy is filed by
either of the Parties, or in the event that either makes an assignment for the benefit of
creditors to take advantage of any insolvency act, this Agreement shall automatically
terminate.
(e) Sale Of Property or Chanae of Use. This Agreement shall
automatically terminate, upon the sale of the Property. In the event the SARDA
determines that it desires to change the use of the Property, in its sole and absolute
discretion, and such change of use results in the discontinuation of property
management services, the SARDA will provide written notice to the Manager of not less
than ninety (90) days in advance of the intended change of use.
(f) Exchanae of Documents. Upon termination, the Manager will
submit to the SARDA any financial statements requested by the SARDA and, after the
Parties have accounted to each other with respect to all matters outstanding as of the
date of termination, the SARDA will furnish the Manager security in form and principal
amount satisfactory to the Manager against any obligations or liabilities which the
Manager may properly have incurred on behalf of the SARDA hereunder. All of the
cash trust accounts, which include the Security Deposit Account and the General
Operating Account, investments, equipment and records for the Property will be turned
over to the SARDA within 30 days of the date this Agreement is terminated. The
Parties hereby covenant and agree that the SARDA shall own the books and records for
the Property and that the Manager shall hold the books and records for the Property for
the benefit of the SARDA.
29. Manaaer's Indemnification. Subject to the Manager's indemnification
obligations hereunder as set forth in Section 24, the Parties understand and agree:
(a) That the SARDA has assumed and will maintain its responsibility
and obligation through the term of this Agreement for the finances and the financial
marketability of the Property; and
(b) That the Manager shall have no obligation, responsibility or liability
to fund authorized costs, expenses, or accounts other than those funds generated by
the Property themselves or provided to the Property or to the Manager by the SARDA.
In accordance with the foregoing, the SARDA agrees that the Manager shall have the
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Contract No. SA32360
right at all times to withdraw payment of its compensation, as provided for under Section
27 of this Agreement, from the General Operating account or accounts, immediately
when such compensation is due and without regard to other property obligations or
expenses conditioned on the Manager having satisfactorily discharged all duties and
responsibilities under this Agreement. Moreover, the SARDA hereby indemnifies the
Manager and agrees to hold it harmless with respect to costs, expenses, accounts,
liabilities and obligations of the Property during the Term of this Agreement and further
agrees to guarantee to the Manager the payment of its compensation under Section 27
of this Agreement during the term of this Agreement to the extent that the Operating and
Maintenance Account for the Property are insufficiently funded for this purpose. Failure
of the SARDA at any time to abide by and to fulfill the foregoing shall be a breach of this
Agreement entitling the Manager to obtain from the SARDA, upon demand, full payment
of all compensation owed to the Manager through the date of such breach.
30. Prohibition Against Assignment and Subcontracting Management
Services. Manager shall not assign this Agreement or subcontract any management or
other services, without the express prior written consent of the SARDA.
31. Notices. Except as otherwise provided by law, any and all notices or other
communications required or permitted by this Agreement or by law to be served on or
given to either Party to this Agreement to the other Party shall be given in writing. All
such notices or other communications shall be deemed duly served and given when
personally delivered to the Party to whom they are so directed, or in lieu of personal
service when deposited in the United States mail, first-class postage prepaid,
addressed to the respective Party as set forth below:
To the SARDA:
The Successor Agency to the Paim Desert Redevelopment
73-510 Fred Waring Drive
Paim Desert, California 92260-2578
Attention: Janet Moore
With a copy to:
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, Califomia 90071-3101
Attention: William L. Strausz
To the Manager:
RPM Company Apartment Management Services
1420 S. Mills, Suite M
Lodi, California 95242
Attention: Mr. Donnie Garibaldi
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Contract No. SA32360
Either Party may change its address for the purpose of this Section 31 by
giving written notice of the change to the other Party in the manner provided in this
Section.
32. General Provisions.
(a) Bindina on Successors and Assians. At all times, this Agreement
will enure to the benefit of and constitute a binding obligation upon the Parties and their
respective successors and assigns.
(b) Entire Aareement and Allowable Chanaes. This Agreement
constitutes the entire Agreement between the SARDA and the Manager with respect to
the management and operation of the Property, and all prior agreements between the
SARDA and the Manager regarding the subject matter of this Agreement are hereby
superseded and replaced. Changes hereto in the case of contract sections, must be
made by supplemental written agreement signed by the Parties. Exhibits hereto may be
amended as necessary by the written agreement of the Parties.
(c) Attorneys' Fees. If any litigation is commenced between the Parties
concerning the Property, this Agreement, or the rights and duties of either Party with
respect to this Agreement, the Party prevailing in the litigation shall be entitled, in
addition to any other relief that may be granted in the litigation, to a reasonable sum as
and for its attorneys' fees and costs in the litigation that shall be determined by the court
or in a separate action brought for that purpose.
(d) Ambiauities. Each Party and their counsel have participated fully in
the drafting of this Agreement. Any rule of construction to the effect that ambiguities are
to be resolved against the drafting Party shall not apply in interpreting this Agreement.
(e) Severabilitv of Aareement. If a court or an arbitrator of competent
jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid
in whole or in part for any reason, the validity and enforceability of the remaining
provisions, or portions of them will not be affected.
(f) Approval by SARDA. Whenever a provision of this Agreement
requires the delivery of documents or reports, notifications, determinations,
reimbursements or requests for funding, review, authorization or approval of the
SARDA, such approval may be given by the Executive Director of the SARDA or his/her
designee.
(g) Word Usaae. Unless the context clearly requires otherwise, (a) the
plural and singular numbers shall each be deemed to include the other; (b) the
masculine, feminine, and neuter genders shall each be deemed to include the others;(c)
"shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not
exclusive; and (e) "includes" and "including" are not limiting.
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Contract No. SA32360
IN WITNESS THEREOF, the Parties have executed this Agreement on the date
first above written.
Manager:
RAY, DOUGLAS, ANN & PATRICK, INC.,
a California corporation, dba
RPM Company Apartment
Management Services
By:
Tit t : Piewpir
By:
Title:
SARDA:
Successor Agency to the PALM DESERT
REDEVELOPMENT AGENCY, a public
body, corporate and politic
itle: Executive Director
At EST:
Racelle D. Klassen, Secretary
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Page 22 of 36
CALIFORNIA JURAT WITH AFFIANT STATEMENT
LA See Attached Document (Notary to cross out lines 1-6 below)
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"..—Signature of Document Signer No. 1
Signature of Document Signer No. 2 (If any)
State of California Subscribed and sworn to (or affirmed) before me
County of'tt(i-3O ,C1t."tl�l on this 55day of r- , 20 t2. ,
Name of Signer
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proved to me on the basis of satisfactory evidence ;ZZ
to be the person who appeared before me (.) (,)
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Commission # 1903310 Name of Signer
Notary Public - California proved to me on the basis of satisfactory evidence
f San Joaquin County tto be thrson who ppe.:d befo me.)
My Comm. Expires Oct 5, 2014 I
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Document Date: tkue-Aber Z, Number of Pages:
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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State of California
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0n November 7, 2012 before me,
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}
M. G. Sanchez, Notary Public
Nets Insert Name and Tile of the Officer
John M. Wohlmuth
M. G. SANS CHEI it
Commission 0 1906339
Notary Public - California
Riverside County M
Mr Comm. Expires Oct 29, 2014
Place Notary Seal Above
Name(s) al Slgnar)s)
who proved to me on the basis of satisfactory
evidence to be the person(s) whose name() is/ars
subscribed to the within instrument and acknowledged
to me that he/alstedley executed the same in
his/ ak authorized capacity(ies), and that by
his/herftt+ftek signature(*) on the instrument the
person(), or the entity upon behalf of which the
person() acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand an
Signature:
OPTIONAL
Though the Information below is not required by law, it may prove valuable to rsons reiyinjon the doyviment
and could prevent fraudulent rerr yval and reattachment is fo another ddcumao
Description of Attached ppcument r',r"�, rh( l.)1`i»1 cS},'CS ,}ct i/,//cr% 7Ff frv.7irif.
Title or Type of Document: (?) 767.2C4- o .t.3# 1f 0 - f' / /})
Number of Pages:
ir✓ial seal.
Document Date: Milt& )bf 1, ,9-0/ L
Signer(s) Other Than Named Above:
Capacity(les) Claimed by Signers)
Signer's Name:
O Corporate Officer — Title(s):
O Individual
O Partner — 0 Limited 0 General
O Attomey in Fac
O Trustee
O Guardian or Conservator
❑ Other:
Signer Is Representing:
e of Notary
Signer's Name:
C] Corporate Officer — Title(s):
dividual
n Pa -- I.] Limited 0 General Top o( thumb her
O Attomey in ct
O Trustee
O Guardian or Conservaf
O Other:
Signer Is Representing:
O 2000 National Notary Asaoclaion • Naion01Notary.org • 1-800-US NOTARY (1-000-676-6827)
Item 05907
Contract No. SA32360
EXHIBIT A
(PROPERTY)
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY
PROJECT DESCRIPTION
A twelve (12) unit multi -family apartment complex commonly known as Adobe
Villas Apartments: 45-330 Ocotillo Drive, Palm Desert, CA 92260.
Legally described as follows:
Lot 1 in Block "l" of Palm Desert, as shown by map on file in Book 21, Pages 50,
51, 52, 53 and 54 of maps, records of Riverside County.
APN: 627-232-005
G\HOUSMN6\RENTALVWobe Villas Apts\Menegement Agreement \ ADOBE VILLAS APIS - RPM Management Agreement Effective 11-1-12.doc Pap 23 of 36
Contract No. SA32360
EXHIBIT B
[intentionally omitted]
GAHOVSING\RENTALVAdobe Villas Apt, 1MsnspmsntAfnsmsnt\ADOBE VILLAS ACTS -RPM Mansysmsm Aimemsnt Effscths 11-1-12.doe Pots 24 of 36
EXHIBIT C
MANAGEMENT OFFICES
Location of Manaaement Offices
One Quail Place
(located in management office)
Las Serenas
(located in management office)
Catalina Gardens
(located in management office)
Desert Pointe
(located in management office)
California Villas
(located in management office)
Laguna Palms
(located in management office)
Contract No. SA32360
Locations Managed
One Quail Place
Las Serenas and La Rocca Villas
Catalina Gardens, The Pueblos, Sagecrest
Senior and Candlewood Apartments
Desert Pointe, Neighbors and Taos
Palms,
California Villas
Laguna Palms and Palm Village
Apartments
G\HOUSING\RENTAL\Adobe Villas Apts\Management Agreement I,ADOBE VILLAS APTS - RPM Management Agreement Effective 11-1-12.doc
Pap 25 of 36
Contract No. SA32360
EXHIBIT D
(intentionally omitted)
GAHOUSINGiRENTAL \Adobe Vlfes Apts\Management Agreement\ADOBE VILLAS APIS • RPM Management Agreement Effective 11-1-12.doc Pap 26 of 36
AFFIDAVIT
State of Califomia
County of Riverside
EXHIBIT E
NON -COLLUSIVE AFFIDAVIT FORM
)ss.
Contract No. SA32360
, being first duly sworn, deposes and says:
That he is , the party making the foregoing proposal
or bid, that such proposal or bid is genuine and not collusive or sham; that said bidder
has not colluded, conspired, connived or agreed, directly or indirectly, sought by
agreement or collusion, or communication or conference, with any person, to fix the bid
price or affiant, or of any other bidder or to fix any overhead profit or cost element of
said bid price, or that of any other bidder or to secure any advantage against the
or any person interested in the
proposed contract, and that all statements in said proposal or bid are true.
Signature of Person Making Affidavit:
Subscribed and swom to me this day of , 20
My commission expires , 20
Notary Public Signature:
Official Seal:
G:\HOUSING\f1ENTAL\Adobe Villas Apts\Management Agreement,A003E VILLAS APTS - RPM Management Agreement Effective 11-1-12doc Pape 27 of 36
Contract No. SA32360
EXHIBIT F
PROPERTY STAFFING & SALARY RANGES
To be provided annually with the property budgets.
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Contract No. SA32360
EXHIBIT G
PERFORMANCE CRITERIA
1. PROPERTY PORTFOLIO NET OPERATING INCOME COMPARISON
Current Budget Year: July - June
Budgeted vs. Actual = Variance
Vacancy Rate Analysis
2. RESPONSE TO RESIDENT COMPLAINTS
Response to service requests/turnaround time
Response to resident complaints and concems - monthly meetings
Response to resident complaints and concerns at site office
3. COMPLIANCE WITH AGREEMENT
Define any notable gross disparities from the Agreement on the
following:
Report preparation and submittal promptness
Responsiveness to SARDA requests
Method of accounting
4. CAPITAL IMPROVEMENTS SCHEDULE
Deferred Capital Improvement Schedule
Capital Improvement Program
Maintenance and general appearance of Property
5. OPERATIONS
Operational procedures to be audited
Compliance with all laws including those related to property
management, Fair Housing and housing authorities
Internal controls
Contract controls
G-\HOUSING\RENTAL \ Adobe Villas Apts\Management Agreement\ADOBE VILLAS APTS• RPM Management Agreement Effective 11-1-12.doc
Pap 29 of 36
Contract No. SA32360
6. ACCOUNTING AUDIT
Review of Annual Audit Findings
Quarterly Audits
7. RESIDENT RELATIONS
Review summary response of any Resident Surveys
Establishment of Tenant Exit Survey
8. GENERAL
General overview of previous operational year
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Contract No. SA32360
EXHIBIT H
LIST OF FINANCIAL REPORTS REQUIRED
Monthly Reports
1. Payroll register and invoices (may be submitted after every payroll or
monthly
2. Management Fee Report that includes Vacancies/Current Rental Activity
submitted with invoice
3. Disbursement/Expense Journals for each check run
4. General Ledgers
5. Check Registers
6. Monthly Bank Reconciliations with Outstanding Check Registers
7. Balance Sheets and/or Trial Balances
8. Rent Rolls
9. Delinquent A/R
10. Prepaid Listing
11. Income Statements with Monthly Budget Variance as well as Annual
Variance
12. Monthly Adjusting Journals
13. Cash Receipts Journals
Quarterly Reports
1. Security Deposit List Of not included in the monthly rent roll)
2. Status Report on Items over 90 days (Requests to the Board for write offs,
etc.)
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Contract No. SA32360
ANNUAL REPORTS REQUIRED
At Fiscal Year End:
1. Schedule of Accounts Payable
2. Schedule of Accounts Receivable
3. Preliminary sets of Monthly closing reports, when requested
4. Once audited, Final Set of all June Closing Reports
5. Schedule of Security Deposits Matching the Cash Held
6. The Report described in Section 21
At Calendar Year End:
1. Copies of the transmittals for Federal Reporting Requirements for W-Zs
and 1099's
G:\HOUSING\RENTAL\IWoba Van Apts\Maropnwire Agraamant1ADOBE VILLAS PATS -RPM Manapment Averment Efratk.e 11-1-12.doe Page 32 at 36
e
EXHIBIT I
Contract No. SA32360
1. Replacement Lists maintained continuously due at least once annually on
June 30:
2. Resident Demographics Report
3. Service Request and Serious Complaints
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Contract No. SA32360
EXHIBIT J
On -going services requiring written cost estimates include any required in Section 21 of
the Management Agreement as well as:
1. Landscape Contracts
a. Monthly Services
b. Annual Services including tree trimming, overseeding, and perennial
flowers
2. Pest Control
3. Pool Services
4. Replacement Carpet and Vinyl
5. Laundry Services
6. Air Conditioning/Heating Unit Replacements
7. Carpet Cleaning
A vendor list may be created and approved by the SARDA Board pursuant to Section
3.32.110 of the Municipal Code and may satisfy the above requirements.
Note: Due to the availability of vendors when services are required, more than one
vendor may be authorized by SARDA for said services.
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Contract No. SA32360
EXHIBIT K
Summary of Information to be Obtained in Background Checks
SOURCE OF INFORMATION FEDERAL FUNDS INVOLVED FEDERAL FUNDS NOT INVOLVED
INFO
INVESTIGATION DISCLOSURE & INVESTIGATION DISCLOSURE &
CONSENT CONSENT
Law illegal Drug Use Required Housing Auth. May obtain Must notify
enforcement must require & applicant, if
agencies applicant must basis for denial
consent
Drug Use that Interferes with Health & Required Housing Auth. May obtain Must notify
Safety of Others must require & applicant, if
applicant must basis for denial
consent
Sex Offenses Required Housing Auth. May obtain Must notify
must require & applicant, if
applicant must basis for denial
consent
"Serious" crimes May obtain Must notify May obtain Must notify
• murder, mayhem, rape, applicant, if applicant, if
burglary basis for basis for denial
• hate crimes denial
• offenses re firearms /
explosives
• felonies involving drugs,
alcohol
• domestic violence
Juvenile Records Prohibited N/A Prohibited N/A
Arrests Not Resulting in Conviction Prohibited N/A Prohibited N/A
State / Federal Social Security Numbers Required Housing Auth. May Obtain Application
Govemment must require & must indicate
applicant must disclosure is
consent voluntary
Citizenship / Residency Info Required Housing Auth. Prohibited N/A. But, if
must require & Housing Auth.
applicant must has unsolicited
consent evidence that
applicant Is
undocumented,
it must rafect
the application
Income / family composition & tax info, to Required Housing Auth. Required Housing Auth.
verify eligibility must require & must require &
applicant must applicant must
consent consent
Credit Investigative Consumer Report May Obtain Housing May Obtain Housing
Agencies • Credit History Authority must Authority must
• Character notify applicant notify applicant
• Reputation
• Personal characteristics
• Mode of living
• Convictions May Obtain, Housing May Obtain, Housing
• Civil Actions but only if Authority must but only if Authority must
• Tax Liens credit SARDA notify applicant credit SARDA notify applicant
• Outstanding Judgments has verified has verified
info within 30d info within 30d
of disclosure of disclosure
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SOURCE OF
INFO
Public
Records
Obtained
From Other
Sources;
Interviews with
Neighbors,
Friends &
Associates
INFORMATION
• Bankruptcies more than 1t)y prior
• Civf judgments more than 7y old
Relevant background information
• Creditworthiness
• Credit standing
• Credit capacity
• Civil actions
• Convictions
• Tax Liens
• Outstanding Judgments
• Character
• General Reputation
• Personal characteristics
• Mode of Living
FEDERAL FUNDS INVOLVED
INVESTIGATION DISCLOSURE &
' CONSENT
Prohibited N/A
May Obtain Must notify
applicant, if
basis for
denial.
Consent
recommended.
Contract No. SA32360
FEDERAL FUNDS NOT INVOLVED
INVESTIGATION DISCLOSURE &
CONSENT
Prohibited NIA
May Obtain Must notify
applicant, if
basis for
denial.
Consent
recommended.
In addition to credit reporting agencies, background check information may be obtained
from Westlaw, Lexis, DataQuick, Merlin, Choice Point, and similar reputable resources.
SAMPLE CONSENT BY APPLICANT
"I understand that the SARDA or its agent will perform a background check as a part of
determining eligibility, including but not limited to obtaining information concerning my
employment, credit history, benefits, income, assets, and criminal history, and by my
signature below, I hereby authorize the.SARDA or its agent to do so."
"I certify that the statements on this application are true and complete to the best of my
knowledge and belief and I understand that they will be verified. I understand that any
false statements made on this application or failure to make any required disclosures
may cause me to be disqualified from initial or continuing eligibility for housing
assistance and may result in eviction. I further understand that I am under a continuing
obligation to inform the SARDA or its agent of any changes to any of the information
provided in this Application, and that failure to promptly inform the SARDA or its Agent of
any changes may cause me to be disqualified from initial or continuing eligibility for
housing assistance and may result in eviction."
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