PROPERTY MANAGEMENT AGREEMENT
THIS AGREEMENT is between Chippewa Retreat Resort Condominium & Spa
Association, Inc., a Wisconsin non-stock corporation (“Chippewa Retreat”), and
Caretakers, LLC, a Wisconsin Limited Liability Company (“Caretakers”).
For good and valuable consideration, including the mutual covenants contained in
this Agreement, the parties agree as follows:
APPOINTMENT AND TERM
1. Chippewa Retreat is the association of owners of units in Chippewa Retreat
Condominium and Spa (the "Condominium"). The Condominium was created by a
condominium declaration (the "Declaration"). Chippewa Retreat hereby appoints
Caretakers, and Caretakers hereby accepts appointment as the property manager for
Chippewa Retreat pursuant to and in accordance with the terms hereof. The term of this
Agreement shall be from the date hereof until terminated. Either party may terminate this
Agreement upon 90 days' written notice to the other.
2. Caretakers shall operate as an independent contractor, and neither it nor its
employees are to be considered as employees of Chippewa Retreat for any purpose.
DUTIES OF CARETAKERS
Caretakers’ duties hereunder shall include the following:
1. Caretakers shall hire, in its own name, all personnel necessary for the
efficient discharge of the duties of Caretakers hereunder. Compensation for the services
of such employees shall be Caretakers’ responsibility. Caretakers reserves the right to
hire and dismiss its managers, assistants and other employees.
2. Caretakers shall cause the Common Elements to be maintained, repaired and
altered in the condition deemed advisable by Chippewa Retreat as set forth below, subject
to budgetary constraints and limitations or caveats to such responsibility directed by
Chippewa Retreat. The term "Common Elements" as used herein shall mean those
Common Elements (as defined in the Declaration) which Chippewa Retreat is responsible
under the Declaration for maintaining and does not include any Common Elements or
Limited Common Elements (as defined in the Declaration) which persons other than
Chippewa Retreat are responsible for maintaining. Caretakers shall:
A. Recommend to Chippewa Retreat such maintenance and repairs as
may be necessary to preserve the physical condition and improve the
attractiveness of the Common Elements.
B. Inspect the exterior of all buildings and adjacent grounds and take such
reasonable prompt action so as to preserve the tidiness and order of the
Common Elements except as otherwise directed. The cleanup of litter
from the grounds shall be accomplished by Caretakers’ personnel.
Inspections shall typically be completed on at least a weekly basis, 52
weeks per year. Included in the work to be provided by Caretakers as
and when needed are:
i. Clean grounds.
ii. Replace missing or burnt out light bulbs within the Common
Elements, if any.
iii. Clean Common Elements as needed.
iv. Take such reasonable measures as necessary to preserve the
safety, cleanliness or upkeep of the Common Elements,
including the calling for police or fire protection or medical
assistance as appropriate. All theft, vandalism and damage
shall be reported as soon as practicable to Chippewa Retreat. C. In the event of an emergency requiring immediate repairs to preserve
the safety and health of persons or the property of Chippewa Retreat or
of any condominium owners, Caretakers shall cause necessary and
reasonable repairs to be made and will charge the actual expense
thereof to Chippewa Retreat. Chippewa Retreat will be notified of the
emergency and the repairs required as soon as practicable.
D. Have fire extinguishers inspected annually and smoke detectors semi-
annually, and obtain necessary regulatory review.
E. Arrange adequate trash removal.
3. As agent for Chippewa Retreat, contract for necessary services and purchase
all supplies necessary to properly repair and/or improve the Common
Elements, as approved and budgeted by Chippewa Retreat's board of
4. Review all bills in connection with the management and operation of
Chippewa Retreat and the Common Elements and cause all such bills and
other expenses to be paid. Sums disbursed for categories not budgeted for or
pre-approved by Chippewa Retreat shall require approval in advance of
payment by Chippewa Retreat. Except in case of emergency, the approval of
Chippewa Retreat is necessary for any expenditure of over Two Thousand
Dollars ($2,000.00) for any one item of ordinary repairs or alterations. 5. Provide, on a twice per month basis (with a maximum of 20 days between
checks) a daytime check of each unoccupied unit for which the unit owner
has authorized such checks. For each check, Caretakers shall:
A. Knock loudly and, if no answer, enter.
B. Check visually for proper appearance (i.e., no signs of vandalism, etc.).
C. Verify that the heating system is operating properly.
D. Verify electrical and water operation.
E. Check for presence of approved fire extinguisher and operating smoke
F. Contact owner or owner’s representative if any problems.
G. Take emergency measures when required. In addition to the foregoing, Caretakers shall be responsible for making checks of
unoccupied units after unusually severe weather conditions which could produce
6. Except as set forth herein, Caretakers has no authority or responsibility for
maintenance of, or repairs to, individual units in the Condominium. Such
maintenance and repairs shall be the sole responsibility of the owners
individually. Each unit owner may separately contract with Caretakers on an
individual basis for the provision of certain maintenance and other related
7. Maintain a permanent collection and ongoing update of official records,
books and accounts, which records shall be subject to examination by
Chippewa Retreat or its authorized agents at all reasonable hours. 8. Caretakers shall bill the condominium owners for Chippewa Retreat-
approved assessments and exercise reasonable diligence in an effort to
collect all assessments due from owners. Chippewa Retreat authorizes
Caretakers to request, demand, receive and receipt for any and all charges
which may at any time be or become due to Chippewa Retreat. Any
assessments remaining uncollected shall be turned over to Chippewa Retreat
for collection, lien or foreclosure, and the cost thereof shall be an expense of
Chippewa Retreat and shall be paid by Chippewa Retreat. If requested,
Caretakers will take responsibility for and cause such proceedings to be
conducted at Chippewa Retreat’s expense.
9. Assist Chippewa Retreat in obtaining bids for insurance coverage for each
year. Caretakers shall be named as additional insured party under Chippewa
Retreat's liability policies. Caretakers shall maintain permanent records of
all insurance coverage carried on behalf of Chippewa Retreat. Caretakers
shall report to the insurance carrier and to Chippewa Retreat all accidents or
claims relating to the ownership, operation and maintenance of Chippewa
10. At least sixty (60) days prior to the commencement of each fiscal year,
Caretakers shall prepare and deliver to Chippewa Retreat’s President and
Treasurer a proposed operating budget setting forth an itemized statement of
the anticipated receipts and disbursements for the new fiscal year based
upon the anticipated assessments, and taking into account the general
condition of the Common Elements. Such budget shall include Caretakers’
recommendations on capital improvements and maintenance, as well as
expense reimbursement for Chippewa Retreat members on Chippewa
Retreat business approved or directed by the Chippewa Retreat Board. The
annual budget approved by Chippewa Retreat shall constitute a major
control under which Caretakers shall operate. The budget shall be subject to
modification and approval by Chippewa Retreat to implementation. 11. Caretakers shall mail a quarterly financial report to Chippewa Retreat
12. A Caretakers’ representative shall attend all Chippewa Retreat meetings
each year, up to six meetings, including meetings of the Board of Directors
and condominium owners, and special meetings and committee meetings
13. Provide essentially 24-hour-per day, 365 days-per-year desk clerk coverage
on or near the Condominium. If the Condominium's front desk is not staffed,
on-site personnel will be available during the day and on-call personnel will
be available during the night.
14. Give master keys only to authorized personnel.
15. Provide such other services as are mutually agreed upon.
16. Assist owners in providing financial information pertinent to real estate
transactions, delivering emergency messages and assisting Chippewa
Retreat’s General Manager.
17. Caretakers is not obligated to provide access through this Agreement to any
of the amenities in the spa located or to be constructed in Unit 7 of the
Condominium (the "Lodge"), and, in fact, Chippewa Retreat and Caretakers
agree and understand that access to the Lodge amenities is to be provided
only to Lodge Fitness Facility members only through whatever rental
management agreement may be entered into between Chippewa Retreat,
individual condominium owners and CareTakers. It is further understood
that Caretakers will not provide any other maintenance, housekeeping, or
other services to individual owners other than pursuant to separate
agreements with such owners.
BANK ACCOUNTS AND ACCOUNTING MATTERS
1. Caretakers shall maintain separate and independent bank accounts for
Chippewa Retreat throughout the term of this Agreement. When possible,
funds shall be kept in an interest-bearing account for the benefit of
2. All Caretakers employees and agents who handle Chippewa Retreat funds
shall be covered by an employee dishonesty policy in an amount of not less
than Twenty-Five Thousand Dollars ($25,000.00), unless Chippewa Retreat
authorizes in writing a lesser limit.
3. Caretakers shall render to Chippewa Retreat’s Treasurer a monthly
statement of receipts and disbursements, income statement and balance
sheet, and all other records reasonably requested by Chippewa Retreat. 4. Within thirty (30) days after the end of each calendar year, Caretakers shall
submit to Chippewa Retreat Treasurer completed financial records relating
to Chippewa Retreat for the preceding year.
5. Caretakers shall have prepared any federal, state and local tax return
required to be filed for Chippewa Retreat at Chippewa Retreat's expense by
an independent CPA.
6. Caretakers shall cooperate with any independent certified public accountant
or auditor selected, retained and paid for by Chippewa Retreat to examine
COMPENSATION AND EXPENSES
1. For the period beginning January 1, 2005 and ending December 31, 2005,
Caretakers shall be paid, in 4 equal quarterly installments, an annual
property management fee equal to $1,4000.00. The fee for any partial years
shall be prorated. The amount of the fee will increase annually during the
term of this Agreement on each January 1, commencing January 1, 2006, at
the same rate of increases in the Consumer Price Index-U.S. City Average,
All Items (1982-84 = 100).
2. Caretakers shall provide without charge its overhead costs such as clerical
and office supplies, rent for its office, telephone, photocopies, and postage.
3. CareTakers has agreed to lease, operate and manage two (2) of the common
elements of the condominium for the benefit of the owners; namely the Pool
& Tennis Complex and the Boathouse.
a. CareTakers will receive all income and be responsible for all expenses
associated with the operation and management of these common
b. CareTakers will set the days and hours of operation of these common
c. Owners will use these common elements free of charge.
d. If owner elects to rent their condominium through the Rental
Management Agreement, guests of Chippewa Retreat lodging at the
condominiums under the program will use these common elements
free of charge.
e. CareTakers’ lease with Chippewa Retreat is made part of this Property
Management Agreement by attachment.
1. Should any dispute arise as to the interpretation of any clause in the
Agreement, it shall be decided by arbitration as follows:
a. Chippewa Retreat and Caretakers shall each select an arbitrator, and
those arbitrators shall select a third arbitrator.
b. The issues in dispute shall be committed to writing, and a copy shall
be furnished to the arbitrators.
c. The fees and expenses of the arbitrators shall be borne by the parties
d. The parties agree that the findings of a majority of the three arbitrators
shall be conclusive on them, their heirs, successors and assigns.
e. The arbitration shall take place in Vilas or Oneida Counties,
Wisconsin or such other place as the parties mutually agree. 2. This Agreement sets forth the entire understanding of the parties and shall
not be changed or terminated orally.
3. Whenever in this Agreement provision is made for the exercise of any
discretion by, or the approval or consent of any party, then such discretion,
approval or consent shall not be unreasonably exercised, withheld or
4. Whenever the consent, approval or direction of Chippewa Retreat is
required herein, Caretakers shall obtain same from the President of
Chippewa Retreat or from the President's designee.
5. This Agreement is made and delivered in the state of Wisconsin and shall be
construed and enforced in accordance with the laws thereof. The terms
hereof shall be binding upon and inure to the benefit of the parties hereto
and to their respective successors and assigns.
6. Upon termination of this Agreement, all parties shall cooperate to insure an
orderly transition to new management. Caretakers shall promptly complete