Exhibit 10.7.1
CGI MANAGEMENT,
INC.
SENIOR LIVING S SPECIALISTS
Sunnybrook Estates Retirement
Community
Management and Marketing Agreement
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5601 Bridge
Street, Suite 504
Fort Worth, Texas 76112
817/446-4792
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August 1998
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MANAGEMENT AND MARKETING
AGREEMENT
THIS MANAGEMENT
AND MARKETING AGREEMENT is made and entered into this 30th day of
August, 1995 by and between Sunnybrook Estates, Inc. and/or Assigns
(hereinafter referred to as “Owner” ), and CGI
Management, Inc., a Delaware corporation, Fort Worth, Texas,
(hereinafter referred to as “Manager”).
WHEREAS, Owner is
building a certain retirement housing community, hereinafter
referred to as “Community’’ at Madison,
Mississippi, and
WHEREAS, Owner
desires to engage Manager, by this Agreement, to provide management
services to operate the Community, and
WHEREAS, Manager
is engaged in the business of developing, constructing, managing,
and marketing retirement housing communities and in providing the
related management services for retirement housing
communities.
NOW, THEREFORE, in
consideration of their mutual covenants herein contained, Owner
hereby engages Manager to perform the duties and to provide the
services hereinafter described, and Manager does hereby accept such
engagement on the terms and conditions hereinafter set
forth.
SECTION ONE
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1.1
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Control. Owner shall be the Owner and holder
of all leases, licenses, permits, occupancy agreements, and
contracts in connection with the Community. Owner shall at all
times exercise control over the assets and the affairs of the
Community, and Manager shall perform the duties herein required to
be performed by it as Independent Contractor of Owner and with the
policies and directives from time to time adopted by Owner. Owner
shall, at all times, be responsible for the direction of the
Community and for general supervision over activities of
Manager.
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1.2
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Financial
Requirements. Manager will present to Owner for
its approval annual fiscal year Operating Budgets, Capital Budgets,
and Cash Budgets necessary for the operation of the Community. Upon
receiving approval of the proposed budgets and capital program,
Manager will carry out the Operating and Capital Programs of the
Community as proposed and approved, to the extent that funds are
made available by Owner. Manager will not enter into any contracts
in excess of $5,000 without prior written consent of
Owner.
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1.3
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Reports. Manager shall furnish Owner with a
monthly report detailing the performance of the Community during
the preceding month. The report shall contain, among other things,
statistics regarding occupancy, expenses incurred, revenues, a
profit and loss statement and similar matters, along with
supporting documentation. Additionally, narrative explanation will
be provided as an addendum to said report as Manager deems
reasonably necessary or as requested by Owner to make the report
informative. Monthly
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reports shall be furnished to Owner no later
than the close of business on the 15th day of the calendar month
next following the month for which the report is being made. Owner
shall at all times be entitled to audit all books and records
pertaining to the Community.
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1.4
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Ownership of Books and
Records. All books and records shall be the
property of the Community and Owner. Upon termination of this
Agreement, all records, books, computer software, files, and other
similar items shall remain or be delivered to the Community for the
benefit of Owner.
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1.5
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General Management.
Subject to the
foregoing, Manager is hereby given general authority to supervise
and manage the day-to-day operation of the Community and to perform
the specific duties hereinafter set out.
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SECTION TWO
MANAGEMENT SERVICES
Management
Services to be provided shall include the following specific
activities which shall be performed by Manager within the
guidelines established by Owner.
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2.1
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Inventory.
Preparation of
specifications of quality and quantity of supplies necessary for
the continuity of operation.
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2.2
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Operating
Qualification. Assistance in obtaining and/or
maintaining appropriate Licenses and Permits for the operation of
the Community.
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2.3
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Maintenance or
Qualification. Assistance in qualifying the
Community to receive maximum benefits from federal, state, and
local agencies, when and if available.
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2.4
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Personnel.
Supervision and
employment of all personnel. Manager shall interview, hire, train,
pay, supervise, and discharge the personnel necessary to be
employed in order to properly maintain and operate the Community,
including, without limitation, Administrator or Supervisory
Personnel who shall reside at the Community. Such personnel shall
in every instance be deemed employees of Manager and not of Owner,
and Owner shall have no right to supervise or direct such
employees. All reasonable salaries, wages, and other compensation
of personnel employed by Manager hereunder, including so-called
fringe benefits, medical and health insurance, pension plans,
social security, taxes, workmen’s compensation, insurance,
and the like, shall be deemed to be reimbursable expenses of
Manager pursuant to Paragraph 2.14. In this connection,
Manager shall provide Owner with schedules listing all employees
utilized at Community including their number, titles, salary,
fringe ben fits, and evidence of bonding or coverage under
Manager’s crime insurance policy.
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Nothing contained in this Agreement
shall be deemed or construed to create a partnership or joint
venture between Owner and Manager or to cause Manager to be
responsible in any way for the debts or obligations of Owner or any
other party (but nothing contained herein shall affect
Manager’s responsibility to transmit
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payments for
the account of Owner as provided herein), it being the intention of
the parties that the only relationship hereunder is that of Manager
and Owner, and Manager will not represent to anyone that its
relationship to Owner is other than that set forth
herein.
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2.5
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Accounting Reports.
Institute adequate
procedures and forms for furnis
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