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HomeMy WebLinkAboutresolution.council.072-22RESOLUTION NO.072 (Series of 2022) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A MANAGEMENT AGREEMENT BETWEEN THE ASPEN/PITKIN COUNTY HOUSING AUTHORITY (APCHA) AND THE CITY OF ASPEN TO MANAGE TRUSCOTT PHASE II LLLP WHEREAS, there has been submitted to the City Council a Management Agreement between Aspen/Pitkin County Housing Authority (APCHA) and the City of Aspen to manage the properties known as Truscott Phase II, LLLP; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the Management Agreement for APCHA to manage the property known as Truscott Phase II, LLLP, copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager, Sara Ott, to execute said agreement on behalf of the Aspen/Pitkin County Housing Authority and the City of Aspen. RESOLVED, APPROVED, AND ADOPTED this 101 day of June 2022 by the City Council for the City of Aspen, Colorado. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, June 14, 2022. c---- -11LQ 40 Nicole Henning, City Berk DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 PROPERTY MANAGEMENT AMENDED AGREEMENT This Amended Agreement is made by and between the ASPEN/PITKIN COUNTY HOUSING AUTHORITY (hereinafter called the "Property Manager"), and is a duly constituted multi -jurisdictional Housing Authority, and TRUSCOTT PLACE PHASE II LLLP, a Colorado limited liability limited partnership (hereinafter "Owner"), and the CITY OF ASPEN. RECITALS A. Owner has acquired that certain real property in the City of Aspen and County of Pitkin, described more particularly in Exhibit A attached hereto and incorporated herein by reference, of which consists thereon an 87-unit apartment complex known as Truscott Place Phase II together with improvements (hereinafter the "Project"). B. Property Manager is in the business of managing similar projects. C. Owner desires the Property Manager to manage the Project and Property Manager desires to manage the Project. NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and Property Manager agree as follows: 1. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined herein, shall have the meanings specified below: a. "County" shall mean Pitkin County. b. "Contractual Requirements" shall mean any requirements imposed on the Project or Owner with respect to the operation and/or maintenance of the Project pursuant to an agreement or agreements between Owner, and any third party including, but not limited to, any Loan Documents. c. "Expenditures" shall mean all current expenditures required to be made by Property Manager on a cash basis for any applicable period during the term hereof for the operation of the Project, or any part thereof, including but not limited to, the Property Management Fee as provided in Section 11 hereof, payroll and payroll expenses, suppliers, license and permit fees, maintenance and repair expenses, such as reserves for replacements and repairs as Property Manager shall in its sole discretion determine, utility charges, insurance premiums (including deductible amounts), leasing commissions and debt service on any loans evidenced or secured by any Loan Documents. Expenditures shall not include: (i) payments from insurance proceeds for capital improvements; (ii) any capital improvements, except as required in Section 4 hereof (Duties of Page 1 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 Property Manager); (iii) depreciation of buildings or improvements or other non - cash items of expense or deduction from income; (iv) payments made in connection with Owner's acquisition or construction of the Project; or (v) general overhead or administrative expenses of Property Manager NOT related to the operation of the Project. d. "Finance" means the City of Aspen Finance Department. e. "Regulations" mean the Aspen/Pitkin County Housing Authority Employee Housing Regulations (formerly known as the Guidelines). f. "Income" means collected gross revenues from all leases and rental agreements of all tenants occupying the Project or any part thereof, storage rental and payments or rentals received by Owner or Property Manager from concessionaires, licensees or lessees for the use or occupancy of the Project, or any part thereof (including laundry leases and CATV agreements), and interest earned if any, on any funds held in any of the accounts provided for in Section 5 herein (Making of Contracts, Payment of Expenses), on a cash basis during any pertinent or applicable period, and shall include any dividends or premium refunds on insurance policies for the Project. "Income" shall not include insurance or condemnation proceeds or the proceeds from any sale or refinancing of the Project or any part thereof, provided however that insurance proceeds for a casualty loss, to the extent that said proceeds are for loss of rents, or expended on any item that would qualify as a repair or maintenance item pursuant to the definition of Expenditures, shall be included in Income. "Income" shall not include security deposits from tenants unless and until such deposits have been forfeited by the tenant and payable to Owner. g. "Net Operating Income" means Income during the applicable period minus Expenditures during the same period. h. "Loan Documents" shall collectively mean and refer to all documents and instruments utilized in the security of any loans for and by the Project. 2. Term of Agreement. This Agreement shall have a term commencing on February 1, 2022 (the "Commencement Date"), and shall continue for a period of five (5) years (the "Term"). Each year after such five-year period, the Term shall automatically extend for an additional period of five (5) years unless a party gives written notice of non -renewal to the other party at least thirty (30) days prior to the end of the Term (in which case the Term shall not be renewed). Owner can terminate with or without cause with thirty (30) day notice and without fee or premium. 3. Operation and Management of the Project. Property Manager shall operate and manage the Project under the provisions set forth in this Agreement. In its operation Page 2 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 and management of the same, Property Manager shall collect all Income from its operation thereof, obtain all necessary licenses and permits pertaining to such operations and pay all Expenditures to the extent that income is currently available to do so. 4. Duties of Property Manager. In addition to the duties of Property Manager provided for in Section 3 (Operation and Management of the Property) and Section 5 (Making of Contracts, Payment of Expenses) hereof, Property Manager's obligations hereunder shall include, but shall not be limited to, the following: a. Property Manager shall provide or procure all management, administrative and all other services, supplies and goods necessary for the orderly operation and management of the Project. b. Property Manager shall work with Finance for all accounting needs. c. Property Manager shall work with Finance to maintain full and complete books and records with entries of all receipts and disbursements resulting from the operation and management of the Project. Such books and records shall be kept on a cash or accrual basis in a consistent manner and in compliance with good accounting practices consistently applied. Such books and records shall be the property of Property Manager and Finance and shall at all times, during regular business hours, be open to inspection by Owner. Property Manager and Finance shall furnish to Owner monthly a detailed statement, certified by Property Manager, of all receipts and disbursements for each month, such statement to be furnished on or before the last day of each calendar month for the preceding calendar month. Such statement shall show the status of collections and shall be supported by cancelled checks, vouchers, duplicate invoices, and similar documentation covering all receipts and disbursements, which supporting documentation shall be kept at such place of business and shall be available for inspection by Owner at all times during regular business hours. Within fifteen (15) days after the close of each calendar quarter, Property Manager and/or Finance shall deliver to Owner a detailed statement, certified by Property Manager, of all receipts and disbursements with respect to the Project for such calendar quarter, and showing the lease -up rate (percentage of units leased) at the end of such period. Within ninety (90) days after the end of each calendar year, Property Manager and Finance shall cause to be delivered to Owner an audited statement of all receipts and disbursements (income and expenses) with respect to the Project for such calendar year and the cost of all such annual audited statements shall be an Expenditure. Property Manager, with Finance, shall prepare an annual budget for the operation of the Project and submit the same to Owner for Owner's convenience sixty (60) days prior to the beginning of each calendar year. Property Manager, with Finance, shall also furnish all other statements, accountings, notices, documents and reports required herein to be Page 3 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 furnished to Owner or which are required under the Contractual Requirements provided, however, that Property Manager shall not be obligated to prepare any special report or work papers for an audit, but shall provide the books and records as hereinabove provided and make available to Owner at reasonable times the parties preparing such books and records. Owner shall provide Property Manager with copies of all such filings made by Owner and all approvals and other notices received by Owner from governmental agencies regarding such tax exemptions. d. Property Manager may employ, discharge, supervise and pay on behalf of Owner all servants, employees, and contractors required for the efficient operation and maintenance of the Project as determined by the Property Manager. All such employees shall be, and shall be deemed to be, for all purposes the employees of Property Manager. Throughout the term of this Agreement, employees of Property Manager who handle or are responsible for monies of Owner shall be bonded by Property Manager, at the expense of the Owner. e. Property Manager shall provide all supplies and miscellaneous equipment used or consumed in the operation of the Project. The cost of said supplies and miscellaneous equipment (without any markup or profit to Property Manager) shall be an Expenditure. Any service or supply contracts for the Project made by Property Manager with an affiliate or subsidiary of Property Manager shall be on commercially reasonable terms for similar projects by unrelated parties or otherwise approved by Owner. f. Property Manager shall, at least five (5) days before the same comes delinquent, pay business license taxes imposed in connection with the operation of the Project. g. Property Manager shall pay all charges for or related to water, gas, electricity, telephone service or other commodities or services furnished to the Project or any part thereof during the term of this Agreement. Said charges shall be expenditures. h. Property Manager shall operate the Project and perform its duties under this Agreement in accordance with applicable laws, ordinances and regulations of governmental authorities having jurisdiction over the Project, and shall cause the occupancy and operation of the Project to be in compliance with the Owner's obligations under the Contractual Requirements applicable thereto, including but no limited to, all deeds of trust or mortgages encumbering the Project or any part thereof, and all matters of record affecting the ProjPrt or any part thereof, and all unrecorded leases and vendor contracts for the Project to the extent that such obligations are not inconsistent. To the extent that any of the obligations are inconsistent, Property Manager shall make the determination of which Page 4 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 obligation shall be complied with. Each party shall provide the other with copies of any notice received from governmental agencies of any violation of any laws, ordinances or regulations applicable to the Project, or any notice of default received under any Contractual Requirement or from the holder of any deed of trust, mortgage or other instrument of record against the Project. i. Property Manager shall pay all items included in the definition of "Expenditures" prior to delinquency to the extent that Income is currently available to do so but shall not prepay any expenses without the prior written approval of Owner. Property Manager shall at all times during the term of this Agreement maintain any reserves required by any Contractual Requirement. At all times during the term of this Agreement, Property Manager shall procure and maintain insurance against the hazards hereinafter provided for, and in the amounts hereinafter set forth, and certificates of all policies evidencing such insurance shall be delivered to Owner; all policies of insurance provided for herein shall name both Owner, Property Manager, the parties required pursuant to the Contractual Requirements, and the older of any mortgage or deed of trust on the Project as insureds thereunder as their respective interests may appear; all such policies or contracts of insurance shall be issued by insurance carriers who are acceptable to Property Manager. The nature and amount of the insurance which Property Manager is required to procure and maintain under the provisions hereof shall be such insurance and in such amounts as required by the Contractual Requirements. k. Each of the foregoing policies shall contain (i) the agreement of the insurer to give Owner and additional insureds at least thirty (30) days' notice prior to cancellation of or material change in said policies or any of them; and (ii) waiver of subrogation rights against Owner, Property Manager and any other additionally insured parties provided for herein. Property Manager shall, upon request, provide Owner with written evidence of all of the above -named policies of insurance and renewals thereof. The premiums for each of the foregoing policies shall be an Expenditure, as well as any deductibles paid under such insurance to the extent the payment is for any item otherwise not excluded from the definition of an Expenditure hereunder. Property Manager shall take all appropriate steps to insure that the Project (including interior and exterior walls) is maintained in good condition and in a good state of repair and in strict compliance with the Contractual Requirements and shall make such expenditures for capital improvements as Owner in the exercise in its reasonable judgement deems required to operate and maintain the Project in good condition. Property Manager shall arrange for landscaping, painting and cleaning services, plumbing, utility, pest control, and repair services to the Project and every part thereof, all of which shall be Expenditures. If there Page 5 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 is any conflict between the terms of the Contractual Requirements and this Agreement with respect to the maintenance and repair of the Project, the terms of the Contractual Requirements shall control. Property Manager shall have the right to utilize such advertising and other promotional aids as it, in its discretion, deems required or desirable provided, however, that Property Manager shall comply in all respects with the requirements of the Contractual Requirements. m. In the event a tenant in the Project fails to pay when due any rental or other sums required to be paid under such tenant's lease, Property Manager may take any and all appropriate legal steps to remove such tenant and enforce payment of such delinquent rental or other sums that Property Manager may deem necessary or proper. All expenses incurred in taking of any such actions shall be deemed to be Expenditures. 5. Making of Contracts, Payments and Expenses. a. Property Manager shall collect the Income for the Project and shall deposit all such Income in a separate bank account (the "Operating Account") maintained by Property Manager and Finance in trust for Owner. Any and all interest earned on the Operating Account shall be deposited in and added to such account. Property Manager may withdraw funds from the Operating Account for (i) disbursements authorized or required for the Project to be made under this Agreement (including, but not limited to, disbursements for authorized Expenditures pursuant to this Agreement); and (ii) sums to which Property Manager is entitled under this Agreement, subject, however, to the limitations set forth in this Agreement. b. To the extent that Income for the Project for any period during the term of this Agreement is insufficient to pay Expenditures for such calendar month as they become due for the Project, Property Manager shall have no obligation to pay such Expenditures from its own funds; however, Property Manager agrees to notify the Owner of any such insufficiency. Commencing upon the end of the first full calendar month of the Term, Property Manager shall within five (5) business days of the end of each calendar month, disburse from the Operating Account to the Owner, the Net Operating Income, if any, for said month, provided that Property Manager shall be entitled to receive the Property Management Fee provided in Section 11 hereof (Compensation). r... Property Manager shall make no contract, agreement or commitment in any way binding on Owner or against the Project which extends beyond the Term of Lhis Agreement without the prior written consent of Owner, except Property Manager may (without notice to the Owner) enter into leases, service agreements or vendor contracts which are cancelable on a thirty (30) day notice, or laundry leases or CAN agreements with terms of up to ten (10) years beyond Page 6 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 the term of this Agreement if the provisions of any such agreement or contract are consistent with industry standards. d. Upon the opening of each bank account referred to herein, Property Manager shall promptly notify Owner in writing of the name, branch, address and telephone number of the bank, the account number and the name given to the account, together with a true copy of the signature card for each account and confirmation that funds deposited in such bank and for such account are fully insured by the Federal Deposit Insurance Corporation (FDIC). For each such account, Property Manager shall promptly furnish Owner with monthly statements regularly prepared by the bank of all deposits and withdrawals to and from such account and the beginning and ending balances for the monthly reporting period. Property Manager agrees that the amounts in any such account shall not exceed the maximum insured by the FDIC. 6. Rentals. The Property Manager will offer for rent and will rent the dwelling units, parking spaces and other rental facilities and concessions in the Project. Incident thereto, the following provisions will apply: a. The Property Manager will follow the tenant selection policy as stated in the Regulations. b. The Project is intended to qualify as a low-income housing project for the purpose of securing and maintaining the maximum low-income housing tax credit permitted under Section 42 of the Internal Revenue Code of 1986, as amended (the "Code"). In performing its duties under this Agreement, the Property Manager will comply with the pertinent requirements of Code Section 42, including without limitations, the rent restriction and tenant qualification requirements of Code Section 42(g), for all of the units in the Project. c. The Property Manager will show the premises to prospective tenants. d. The Property Manager will take and process applications for rentals. If the application is rejected, the applicant will be told the reason for rejection. e. The Property Manager will prepare all dwelling leases and will execute the same in its name, identified thereon as Property Manager for the Owner. The terms of all leases will comply with the directives of the holder ("Mortgagee") to the extent that they are consistent with 6.a. and/or 6.b. above, of any instrument of agreement between the Owner, as mortgagor, and the Mortgagee, creating a lien on the project as security for the payment of debt ("Mortgage"). Dwelling leases will be in a form approved by the Owner and the Mortgagee, but individual dwelling leases need not be submitted for the approval of the Owner or Mortgagee. Page 7 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 f. The Property Manager will abide by the more restrictive requirements of 6.a. and/or 6.e; the more restrictive shall apply. g. The Property Manager will furnish the Owner with rent schedules, showing basic rents for dwelling units, and other charges for facilities and services, and Owner will approve same. h. The Property Manager will negotiate commercial leases and concession agreements, and will execute the same in its name, identified thereon as Property Manager for the Owner, subject to the Owner's prior approval of all terms and conditions. The Property Manager will collect, deposit and disburse security deposits, if required, in accordance with the terms of each tenant's lease and applicable Colorado State Law. Security deposits will be deposited by the Property Manager, separate from all other accounts and funds, in an account with a bank or other financial institution whose deposits are insured by an agency of the United States Government ("Security Deposit Account'). The Security Deposit Account will be carried in the Property Manager's name and include on record a reference to Property Manager as "Property Manager for Truscott Place Phase II." 7. Budgets. Annual operating budgets for the Project will be approved by Owner. Annual disbursements for each type of operating expenses itemized in the budget will not exceed the amount authorized by the approved budget, except for any payments for emergency repairs involving manifest danger to persons or property or required to avoid suspension of any necessary service to the Project (in which case the Property Manager will inform the Owner of the reason for any such payment as promptly as practical). The Property Manager will prepare a recommended operating budget for each fiscal year beginning during the term of this Agreement and will submit the same to the Owner at least thirty (30) days before the beginning of the fiscal year. The Owner will promptly inform the Property Manager of any changes incorporated in the approved budget, and the Property Manager will keep the Owner informed of any anticipated deviation from the receipts or disbursements stated in the approved budget. 8. Records and Reports. a. The Property Manager will establish and maintain a LUMprehensive system of records, books and accounts in a manner conforming to the directives satisfactory to the Owner and the Mortgagee. All records, book and accounts will be subject to examination at a reasonable hour by an authorized representative of the Owner or the Mortgagee. Page 8 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 b. With respect to each fiscal year ending during the term of this Agreement, the Property Manager will have an annual financial report prepared by a Certified Public Accountant or other person acceptable to the Owner, or Mortgagee, based upon the preparer's examination of the books and records of the Owner and the Property Manager. The report will be prepared in accordance with the directives of the Owner and Mortgagee and will be certified by the preparer and the Property Manager and will be submitted to the Owner within twenty-five (25) days after the end of the fiscal year, for the Owner's further certification and submission to the Mortgagee. Compensation for the preparer's services will be paid out of the Operating Account as an expense of the Project. c. The Property Manager will furnish such information (including occupancy reports) as may be reasonably requested from time to time by the Owner or Mortgagee with respect to the financial, physical or operational condition of the Project. d. By the fifteenth (15th) day of each month, the Property Manager will furnish the Owner with a statement of receipts and disbursements during the previous month, and with a schedule of accounts receivable and payable, and reconciled bank statements for the Operating Account and Security Deposit Account as of the end of the previous month. 9. Consent to Alterations. No structural alterations, additions, or improvements of any character shall be made in or to the Project by Property Manager except as consented to in writing by Owner in advance of the making thereof. Any such structural alterations, additions or improvements shall be the property of the Owner and shall remain as a part of the Project upon the expiration or termination of this Agreement. 10. Liens and Claims. Property Manager shall have the right to cause such works of repair, replacement and maintenance as may be required in the ordinary course of maintaining the Project in good condition or in compliance with the terms of any deed of trust encumbering title to the Project. Property Manager shall satisfy or provide a bond or other security for any mechanics' liens or other claims or demands arising from the work of any repair requested or caused by Properly Manager which may be enforced against the Project or any part thereof. Notwithstanding anything to the contrary herein contained, if the Property Manager in good faith contests the validity of any lien, claim or demand covered by this Section 10, Property Manager shall defend itself and Owner and the Project against the same and shall pay and satisfy any final adverse judgment that may be rendered therein before the enforcement thereof against Owner or the Project. Property Manager shall have the right to appeal any such final adverse judgment rendered against Owner or the Project pending the enforcement thereof. Notwithstanding anything herein contained to the contrary, Property Manager's obligation to make any payments provided for in this Section 10 shall be limited to funds Page 9 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 available from Income, insurance or condemnation proceeds or from funds otherwise made available by Owner. 11. Compensation. Property Manager shall be entitled to a Property Management Fee not to exceed a maximum of twelve percent (12%) of the total Rental Income for the 87 units. The Property Management Fee shall be due and payable quarterly to Property Manager, commencing at the end of the first full calendar month of the term hereof. The Property Management Fee shall include the administrative and overhead expenses of Property Manager, the payroll and payroll expenses for on -site management and staff personnel which shall be an Expenditure. 12. Liability. Property Manager shall not be liable to any person whomsoever for or on account of any injury, death, damage or loss occurring or alleged to have occurred by reason of the condition or inadequate maintenance or repair of the Project of any part thereof or any real or personal property situated thereon, or by reason of any act or thing done or omitted to be done by Property Manager, its agents or employees. The Property Manager is required to carry liability insurance, fidelity bond insurance, as well as automobile coverage. 13. Hold Harmless. The APCHA shall be held harmless from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of the APCHA, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements for all legal fees, expenses, and costs incurred by it. 14. Amendment. Owner agrees that it shall not amend the terms of any Contractual Requirement during the term of this Agreement without the prior written consent of Property Manager. 15. Miscellaneous. a. It is understood that in operating and managing the Project, Property Manager is an independent contractor and is not acting as employee, partner, joint venture, or lessee ur Owner and nothing herein shall be construed as reserving to Owner the right to control Property Manager's business or operations or the manner in which the same shall be conducted. Page 10 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 b. This Agreement may be executed in any number of counterparts which together shall constitute the contract of the parties. The section headings here contained are for purposes of identification only and shall not be considered in construing this Agreement. Time is of the essence in this Agreement. In the event of any action or proceeding by any party hereto for breach or to enforce the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover reasonable attorneys' fees and costs as the court may determine. The waiver by either party of a default or breach hereunder shall not be construed as a waiver of any default or breach hereunder by such party. c. Any notices to be given to either party to this Agreement shall be in writing and shall be delivered personally or by certified, registered U.S. Mail, or by overnight courier service. Notice shall be deemed to be delivered to the other party upon receipt, or seventy-two (72) hours after deposit in the U.S mail, postage prepaid, if by registered or certified mail, or twenty-four (24) hours after delivered to Federal Express or equivalent private courier service for guaranteed overnight delivery. The respective notices shall be addressed as follows, or at such other address as the parties hereto may give by notice to each other: PropertV Mana er: Aspen/Pitkin County Housing Authority 18 Truscott Place Aspen, Colorado 81611 Owner: Truscott Place Phase II, LLLP c/o City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 d. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. e. No subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding upon Owner or Property Manager unless in writing and signed by both Property Manager and Owner. f. This Agreement shall be binding upon and insure to the benefit of the parties hereto and their permitted respective successors and assigns, provided, however, the Property Manager shall not have the right to assign its obligations hereunder without the prior written approval of the Owner. Property Manager shall have the right to assign or subcontract its obligations hereunder, provided Property Manager shall not be released from liability hereunder without the Page 11 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 written consent of Owner. Owner shall have the right to assign its rights under this Agreement without the approval of Property Manager. g. Upon the expiration or termination of this Agreement, Property Manager shall vacate and relinquish control of the Project to Owner, and all of the books and records in the possession or control of Property Manager pertaining to the management and operation of the Project, together with all other property or funds of Owner in Property Manager's possession or control, shall be promptly released and delivered to Owner, provided that Property Manager shall have the right at its cost and expense to retain copies of said books and records. Property Manager shall, upon the expiration or termination of this Agreement, also deliver to Owner all furniture, equipment, supplies, brochures and advertising material used in the operation of the Project and a complete list of same, and all service contracts and agreements binding upon Owner or the Project. Said furniture shall include furniture used in the officer of the Project but may not include furniture which may be leased from third parties. Property Manager shall, at any such termination or expiration, cooperate with Owner or any successor property manager in providing Owner or any successor property manager such information as it may reasonably require to operate the Project to provide for an orderly transition in the management of the Project h. Notwithstanding any provision or obligation to the contrary contained in this Agreement, (i) the liability of Owner under this Agreement to Property Manager and its successors and assigns, is limited to Owner's interest in the Project and other agreements affecting the Project, and Property Manager shall look exclusively thereto, or to such other security as may from time to time be given for the payment of obligations arising out of this Agreement or any other agreement securing the obligations of Owner under this Agreement; and (ii) from and after the date of this Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance (other than pertaining to this Agreement, any agreement pertaining to the Project or other agreement securing Owner's obligations under this Agreement), shall be rendered against Owner, the assets of Owner (other than Owner's interest in the Project and the rents issues and profits thereof and operating and reserve funds established therefor, any agreement pertaining to the Project or any other agreement securing Owner's obligations under this Agreement), its officers, directors or members or their heirs, personal representatives, successors, transferees or assigns, as the case may be, in any action or proceeding arising out of this Agreement or any other agreement securing the obligations of Owner under this Agreemenl, or any judgment, order or decree rendered pursuant to any such action or proceeding. i. There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, Page 12 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of land. j. In the event of any conflict between the terms of this Agreement and the TRUSCOTT PLACE PHASE II LLLP AGREEMENT OF LIMITED PARTNERSHIP dated April 1, 2001, and any Amendments thereafter. IN WITNESS WHEREOF, the parties hereto have executed this Property Manager Agreement as of this __ day of April 2022. OWNER: Truscott Place Phase II, LLLP, A Colorado limited partnership By: ASPEN/PITKIN COUNTY HOUSING AUTHORITY Its: General PartneF By: Matthew Gillen, Executive Director By: CITY OF ASPEN Its: Limited Partner DacuSlgnad by: By: Diane Foster, Assistant City Manager PROPERTY MANAGER: ASPEN/PITKIN COUNTY HOUSING AUTHORITY, a multijurisdictional Housing Authgrity By: ._- Mattl ew Gillen, Executive Director Page 13 of 14 DocuSign Envelope ID: 3BA67F6F-08A3-44DF-AF5F-4CE652933253 EXHIBIT A LEGAL DESCRIPTION PARCEL A: Lot 3, THE ASPEN GOLF COURSE SUBDIVISION, according to the Plats thereof recorded June 20, 1985, in Plat Book 17 at Page 34 as Reception No. 269092 and as Amended by Plat recorded May 19, 1994, in Plat Book 34 at Page 51 as Reception No. 370200 and Amended by Plat recorded April 29, 1998 in Plat Book 44 at Page 84 as Reception No. 416226, and Third Amended Plat of the Aspen Golf Course Subdivision recorded February 23, 2001 in Plat Book 56 at Page 72 as Reception No. 451795. PARCEL B: TOGETHER WITH the right to use Lot 5, THE ASPEN GOLF COURSE SUBDIVISION (PARKING AREA) recorded February 23, 2001, in Plat Book 56 at Page 72 as Reception No. 451795. County of Pitkin, State of Colorado Page 14 of 14