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Temporary Property Maintenance Agreement PROJECT Neighborhood Stabilization Program PROPERTIES: 5318 - 5340 Gilchrist Street, Naples, Florida 34113 (Six (6) Duplexes] FOLIO NO: 62261280005,62261320004,62261360006, 62261400005,62261440007, and 62261480009 CONVEYANCE ACCEPTED BY BCC - OCTOBER 27, 2009 AGENDA ITEM #1606 TEMPORARY PROPERTY MANAGEMENT AGREEMENT THIS AGREEMENT, dated this 28th day of September, 2010, by and between COlliER COUNTY, a Political Subdivision of the State of Florida (hereinafter referred to as "Owner"), whose address is 3301 Tamiami Trail East, Naples, Florida 34112 and COLONIAL SQUARE REALTY, INC., a Florida Corporation having its principal office at 1048 Goodlette Rd" Ste. 201 Naples Florida, 34102 (hereinafter referred to as the "Manager"), witnesses that: WHEREAS the Owner owns, that certain property generally referred to as the Gilchrist Properties (hereinafter referred to as the "Property"), located at 5318, 5322, 5326, 5330, 5334, 5340 Gilchrist Street, Naples, FL 34113, desires to engage the Manager to manage and operate the Property on the terms set forth: ARTICLE I SECTION 1,1 Owner hereby contracts with Manager to be Manager of the Property commencing the 28th day of September, 2010, for the duration of Owner's possession of the Property unless Owner provides Manager with written notification terminating this Agreement. Said notice shall be provided ten (10) days prior to termination, and Manager hereby accepts such responsibility upon the terms and conditions hereinafter set forth. SECTION 1.2 Owner shall designate in writing such officers or employees of Owner to serve as Owner's representative (the Owner's Representative") in all dealings with Manager hereunder. Wherever the approval, consent or other action of Owner is required hereunder, such approval, consent or action shall not be binding unless in writing. The original Owner's Representative will be Michael Dowling, Leasing Manager, Real Property Management, Collier County Government and can be amended at any time at the discretion of Owner in writing delivered to Manager. SECTION 1,3 The Manager shall be thoroughly familiar and knowledgeable in all aspects of the Property to enable Manager to effectively and efficiently manage the Property. SECTION 1.4 The Manager shall maintain at his expense insurance policies for general liability with a limit of $1,000,000 for anyone occurrence and an Error's and Omissions with limits of $1 ,000,000 per claim, ARTICLE II SECTION 2.1 MAINTENANCE AND REPAIR OF PROPERTY. Manager shall maintain the Property in accordance with standards acceptable to Owner's Representative, including, without limitation thereof, interior and exterior cleaning, painting and decorating, plumbing, carpentry, elevators, heating, air conditioning, landscaping, and such other normal maintenance, preventative maintenance and repair work as may be prudent, subject to limitations imposed by Owner's Representative in addition to those contained herein. For anyone type of extraordinary repair or replacement, the expense incurred shall not exceed the sum of Two-Thousand and no/100 Dollars ($2,000.00) unless specifically authorized by Owner, excepting, however, that "Emergency Repair" which is defined as those repairs immediately necessary for the preservation and safety of the Property or to avoid the suspension of any service to the Property or danger to life or property may be made by Manager. Notwithstanding this authority as to Emergency Repair, it is understood and agreed that Manager will, if at all possible, confer immediately with Owner's Representative regarding every such event and expenditure and the event or circumstances which gave rise to the expenditure. In the event of a hurricane or windstorm, or other natural disaster or man-made damage to the Property, the Manager shall take all reasonable steps to protect the Property from damage, SECTION 2.2 INSURANCE, The Manager will abide by all laws, rules and regulations of any governmental body claiming jurisdiction. Owner, at its expense, will obtain and keep in force adequate insurance against physical damage (Fire and Extended Coverage, etc.) and against liability for loss, damage or injury to property or persons, which might arise out of the occupancy, management, operation or maintenance of the Property, Owner shall name Manager as additionally insured on the property's insurance policy, Owner shall save Manager harmless (except for either Manager's negligence, willful misconduct, or conduct not authorized by this Agreement) from any liability on account of such insured loss, damage or injury provided: (a) Manager has at all times, operated in compliance with the terms of this Agreement; (b) Manager notifies Owner's Representative within twenty four (24) hours after Manager receives notice of any such loss, damage or injury; (c) Manager takes no action (such as admission of liability) which might operate to bar Owner from obtaining any protection afforded by any policy it may hold, or which might prejudice Owner in its defense to a claim based on such loss, damage or injury; and The Manager shall furnish whatever information is requested by Owner for the purpose of establishing and placing of insurance coverage and shall aid and cooperate in every reasonable way with respect to such insurance and any loss thereunder. SECTION 2.3 COLLECTION OF MONIES AND ESTABLISHMENT AND MAINTENANCE OF THE BANK ACCOUNT. Manager shall collect, when due, all rent and other charges due from lessees, tenants and concessionaries occupying any portion of the Property. Owner authorizes Manager to request, demand, collect, and receive all such rent and other charges when such sums are due and payable. Manager, upon the execution of this Agreement, shall deliver all rents and other charges to Stewart Title Company, 3936 North Tamiami Trail, Suite A, Naples, Florida 34103 (hereinafter referred to as the "Escrow Account"). 2 SECTION 2.4 FINANCIAL REPORTS AND SUPPORTING DOCUMENTATION. The Manager shall furnish reports as requested of all transactions. The Reports are to be sent for receipt by Owner no later than fifteen (15) calendar days after request. SECTION 2.5 MISCELLANEOUS, (a) Tenant Complaints. Manager shall maintain businesslike relations with tenants whose service requests shall be received, logged, considered and responded to in a systematic, and courteous fashion. Complaints of a serious nature shall be promptly and thoroughly investigated and reported to Owner's Representative with appropriate recommendations. (b) Inspection by Manaaer. Manager shall, at least monthly, make inspections of all rental space and maintain a maintenance report in the manager's file for each Property, (c) Compliance with Leaal Reauirements. Manager shall take such action as may be necessary to comply with any or all orders or requirements affecting the Property by any federal, state, county and or municipal authority having appropriate jurisdiction. (d) Service of Process, Manager is not authorized to accept any legal documents or service of process on the behalf of Owner. (e) Emeraency Plan, Unless authorized by owner, the Manager shall execute Colonial Square Realty's Emergency Plan, in the cases of fire, hurricanes, windstorms, floods, vandalism and other disasters. (f) CAP on Exposure, The management company will be responsible for damages caused by misconduct or negligence up to the dollar amount of compensation carried from this property in the prior 12 months. ARTICLE III SECTION 3.1 COMPENSATION OF MANAGER: Owner agrees to pay Manager as follows: Owner agrees for Manager to withhold 15% of Gross Rents monthly in full compensation for all maintenance management services provided with a minimum of $500.00 per month, pursuant to the terms of this Agreement. SECTION 3.2 EXPENSE OF OWNER. All costs disbursed against the Budget and as otherwise approved by Owner, shall be for the benefit of the Property and expenses of the Owner. Owner agrees to reimburse Colonial Square realty for any approved expenditure paid by Colonial Square Realty. SECTION 3.3 HOLD HARMLESS. Manager agrees to defend and cooperate with Owner, and save harmless and indemnify Owner from all claims and liability and all incidental costs, fees and expenses arising out of or in connection with such costs, fees and expenses arising out of or in connection with such claim or litigation resulting or arising from Manager's management of the Property and the performance of Manager's duties hereunder and from injuries suffered by any employee or other person whosoever 3 as a result of Manager's misconduct, negligence of conduct not authorized by this Agreement. SECTION 3.4 NOTICES, All notices, demands and other communications required under this Agreement shall be in writing and deemed to have been sufficiently given or served for all purposes when presented or delivered either via overnight courier or regular mail and shall be addressed to the party for whom it is intended at its address as hereinafter set forth, or sent via facsimile transmission to the number hereinafter set forth with a copy sent via first class mail: As to Manager: COLONIAL SQUARE REALTY, INC. P.O. Box 10608 Naples, Florida 34101 Telephone: 239-261-2627 As to Owner: Collier County Real Property Manaaement 3301 Tamiami Trail E., Naples, FI 34112 Telephone: 239-252-8991 SECTION 3.5 ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement between the parties hereto and no modification thereof shall be effective unless made by supplemental agreement in writing executed by the parties hereto, SECTION 3.6 This Agreement shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida (excluding the principals thereof governing conflicts of law) and federal law. If anyone or more of the provisions contained in this Agreement is declared or found by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision or portion thereof shall be deemed stricken and severed and the remaining provisions hereof shall continue in full force and effect. SECTION 3,7 All references to monies in this Agreement shall be deemed to mean lawful monies of the United States of America. SECTION 3.8 In the event Manager has defaulted on its obligations under this Agreement, Manager shall indemnify Owner for all Owner's costs and fees, including reasonable attorneys' fees, paralegal fees and court costs (through and including any and all collection, trial, appellate and administrative procedures) incurred by the Owner in collecting or enforcing its right hereunder. SECTION 3.9 Waiver of Trial by Jury. MANAGER AND OWNER HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A 4 MATERIAL INDUCEMENT FOR MANAGER AND OWNER ENTERING INTO THIS AGREEMENT. IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first above written. Date property acquisition approved by BCC: DATED: I} /:J-5/ dD) D October 27,2009, Agenda Item 16D8 AS TO OWNER: ATTEST,"': . DWJGHT E. BROe~, Clerk ,<, . . ." BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: ~'-A-~W. ~. Fred W. Coyle, Chairman ... '. ",,".' i ',''''. ~I)( . '7~ ... '" . Approved as to form and legal sufficiency: ~'l")~~ Jen~r B. White, Ass!. County Attorney AS TO MANAGER: DATED: COLONIAL SQUARE REALTY, INC., a FLORIDA Corporation BY: Witness Print Name Print Name Title Witness Print Name 5 MEMORANDUM Date: September 28, 20 1 0 To: Toni Mott, Manager of Property Acquisition Real Estate Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Temporary Property Management Agreement for NSP Property at 5318-5340 Gilchrist Street Attached for further processing is the original document, referenced above (Item #16D8), approved by the Board of County Commissioners on Tuesday, October 28, 2009. If you should have any questions, please contact me at 252-8406. Thank you. ','_'_._.m..___'__'___,_. ....^__<~.._._.,_'"._,__"_...,,.._,_..~~"~_,~...._..<.. ________.,.~,_".,_.~_~'a'_"'...._,,_...~_,_~_...~,>_..__,.."'-.....-----.-... "-,,...."+."~'''+..,...._,...._--",'',,~-- ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Anach to original document Original document'l should be hand delivered to the Board Oftice. The completed routing slip and original documents are to be Forwarded to (he Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #J through #4 as appropriate for additional signatures, dates, and/or information needed. If !:he document is already complete with the exceotion oflhe Chairman's signature, draw a line through routi~es III thn~4, cQmolele the checklist, and forward to Sue Filson (line #5). R!)ute to Addressee(s) Office Initials Date (I,r.;t in routing order) ~- 1. . .> 2. - 3. . . 4. . ~_.. .. -----~ ~ ~- 5. Ian Mitchell, BCC Office Board of County Commissioners Supervisor 6. Minutes and Records Clerk of Court's Office )111 (The primary contact is the holder of the original document pending Bee approval.. No'rmally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the Bee Chairman's signature are to be delivered to the Bec office only after the BCe has acted to approve the item. Name of Primary Staff . 20' 'I << Contact tv ff) Co 7f Agenda Date Item was A roved b the BCC Type of Document Attached urn ber (073 /. Item Number / ",[:;, fS of Original / lts Attached PRIMARY CONTACT INFORMATION Phone N I/) q / - / A6l'Z8f ,>l1EJV Agenda /O,/;;J Number Documer I. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is a ro riate. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed andsigned by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Boa!:d and l"'ssibly St~t~()J11cial'!:t AU handwritten strike-through and revisions have been initialed by the County"Attomey's Office and all other parties except the BCC Chairman and the Clerk to the Board The Chairman's signature line 'date has been entered"'~s the d;t~ ofBCC approval of the document or the final negotiated contract date whichever is ~Ijcah]e, HSign here" tabs are placed o~ the appropriate pages indicatlng-;~;~re the Ch--;;~~an's~- signature and initial:,> are requi~ed .. __.____,,_.,__._ _____.____~__._____~________~_ In most cases (some contracts are an exception), the original document and this routing slip should be provided to Ian Mithchell in the BCC office within 24 hOllrs ofBCC approvaL Some documents are time sensitive and require forwarding to Ta!lahas~ee within a certain time frame or the B~C's actions are nullificc}: Bcaware ofyour,d_cadlines! The document was approved by i~ iJ-cc ~~;lit{_21(;!deJ;t~J:-iJ;'ie) ,,-;~;'jT;ha~'g~; made during the meeting have been incorporated ill thl attached document. The Co U EiL~-.!!orIl cy' s_ 0 ffi c, ~_h as ECY j e..v cdJ!~.~~}~~l_!.!E~2.:_~r.<lPl~!i_~l!!.!Y~__,___~____ 2. 3. 4. 5. 6. Yes (Initial) N/A (Not A licable) i( , , .J, rJ I r- J____ -~ c. jJ';r .~ ~7--- Forms! Counly Forms! BCC rorrns! Original [)oculDt:nls Rouling Slip WWS Original 0,0:1.0'1, j(t:viStd J ./6.05, Jkl'i.sed 2.24_05, Revised 5LI 8_09