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HomeMy WebLinkAboutC13-347 Lake Creek Village LLC PROPERTY MANAGEMENT AGREEMENT
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THIS AGREEMENT, entered into on this,L day of 0 ,O, 2013, by and between
LAKE CREEK VILLAGE LLC, a Colorado limited liability corporation (hereinafter called
"Owner") and the Eagle County Housing and Development Authority (hereinafter called
"Manager").
RECITALS
WHEREAS, the Owner is the owner of the property located at 4923 Lake Creek Village
Drive, Edwards, Colorado, commonly known as "Lake Creek Village Apartments", consisting of
a 35 building complex comprising 270 apartment units and associated service and recreational
facilities (the "Project"); and
WHEREAS, the Owner secured a loan in the amount of$29,360,000 from Wells Fargo
Bank, N.A. for purchase of the Project that is insured through the United States Housing and
Urban Development Department's ("HUD") 223(f) loan program (the "Loan"); and
WHEREAS, the Owner agrees to have the Project managed by competent professionals;
and
WHEREAS, Manager has the personnel and resources necessary to competently and
professionally manage the multifamily residential apartment complex and has familiarized itself
with the Project, including its physical condition and operations; and
WHEREAS, Owner wishes to obtain the benefits of Manager's expertise in the field of
real estate management by relinquishing to Manager control and discretion in the operation,
direction, management and supervision of the Project subject to the terms and provisions of this
Agreement, and Manager, for a fee, agrees to assume said control and discretion in the operation,
management and supervision of the lands and the Project on behalf of Owner.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and of
other good and valuable consideration, the parties hereto agree as follows:
ARTICLE 1
APPOINTMENT
Owner hereby contracts with Manager to manage, operate, direct and supervise the Project on
behalf of Owner and to provide services as required under Article 6 of this Agreement.
ARTICLE 2
TERM
Subject to and upon the terms and conditions set forth herein, or in any exhibit or addendum
hereto, this Agreement shall commence on January 1, 2014, and shall continue in full force and
effect, ending at 11:59 p.m. on January 31, 2015, subject, however, to the termination provisions
in Article 13.
ARTICLE 3
RELATIONSHIP
All actions by Manager in performing its duties and providing services pursuant to this
Agreement shall be for the account of the Owner. With the exception of the exclusions outlined
in Article 11, Owner agrees to be responsible for all costs, expenses and disbursements incurred
by Manager, consistent with Section 7.2, in providing management and operational services
hereunder, such as, for example, but not limited to, contracts for landscaping or maintenance
services and orders for supplies and equipment.
ARTICLE 4
DELEGATION AND ASSIGNABILITY
Manager shall have the right to delegate its responsibilities under this Agreement to employees
of Manager or to engage independent contractors for performance of any part of the services to
be provided hereunder. Neither the Owner, nor the Manager, shall assign all or any part of this
Agreement without the prior written consent of the other parties to this Agreement.
ARTICLE 5
PROVISIONS REQUIRED BY HUD
5.1. HUD has the right to terminate this Agreement for failure to comply with the provisions
of the Project Owner's/Management Agent's Certification for Multifamily Housing Projects for
Identity-of-Interest or Independent Management Agents, or other good cause, thirty (30) days
after HUD has mailed the Owner a written notice of its desire to terminate this Agreement.
5.2. In the event of a default under the Deed of Trust issued in connection with the Loan,
HUD has the right to terminate this Agreement immediately upon HUD's issuance of a notice of
termination to the Owner and Manager.
5.3. If HUD exercises this right of termination, the Owner agrees to promptly make
arrangements for providing management that is satisfactory to HUD.
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5.4. If there is a conflict between this Agreement and HUD's rights and requirements, HUD's
rights and requirements will prevail.
5.5. If this Agreement is terminated, Manager will give to the Owner all of the Project's cash,
trust accounts, investments and records within thirty (30) days of the date this Agreement is
terminated. In the event this Agreement is terminated pursuant to any provision stated in this
Article 5, Owner shall not be deemed in default of any provision of this Agreement.
ARTICLE 6
SERVICES OF MANAGER
6.1 Management and Operation. The Manager shall manage, operate and maintain the
Project in a manner normally associated with the management and operation of a reasonable
quality apartment project and in a manner reflective of the standards set forth by the real estate
management industry. Manager shall act in a fiduciary capacity with respect to the proper
protection of and accounting for Owner's assets.
6.2 Employees. The Manager shall have in its employ at all times a sufficient number of
capable employees to enable it to properly and safely manage, operate and maintain the Project.
The salaries of all such employees shall be paid from the Owner's Operating Account for the
Project (the "Operating Account"). All matters pertaining to the employment, supervision,
compensation, promotion and discharge of such employees are the responsibility of the Manager.
6.3 Budgets. Manager shall prepare and submit to Owner a proposed Operating Budget and
a proposed Capital Budget for the management and operation of the Project for the forthcoming
calendar year by November 15 of each year.
Owner shall consider the proposed budgets, consult with the Manager, and agree on an
approved Operating Budget and an approved Capital Budget for the forthcoming calendar year.
The approved budgets shall serve as a guideline to the Manager in maintaining and operating the
Project, and Manager agrees, subject to the provisions of Article 7, to use diligence and to
employ all reasonable efforts in order to effect that the actual cost of maintaining and operating
the Project shall not exceed the Approved Budget pertaining thereto.
6.4 Collection of Receivables.
Manager shall use reasonable and diligent efforts -- including collection suits and
proceedings, but subject to Owner's prior approval -- to collect promptly all rents (including
laundry income and all other income) and other charges which may become due at any time from
any tenant or from others for services provided in connection with or for the use of the Project or
any portion thereof. Manager shall collect and identify any income due Owner from
miscellaneous services provided to tenants or the public, including, but not limited to, cleaning
income, tenant storage and coin operated machines of all types (e.g., vending machines, etc.).
All monies so collected shall be deposited daily in the Operating Account. In connection with
such suits or proceedings, only legal counsel designated by Owner shall be retained.
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All legal expenses incurred in bringing such approved suit or proceeding shall be
submitted to Owner for its approval. Manager shall not write off any income items without prior
approval of Owner.
6.5 Leasing. Manager shall be responsible for the leasing of the Project. Manager shall
have the specific authority to negotiate leases and rental agreements in connection with
amendments, renewals, extensions, modification or cancellation of existing leases and
preparation of new leases, consistent with guidelines approved by Owner from time to time.
Manager shall make every reasonable effort to obtain and keep desirable tenants for the Project
and perform whatever services may be required in connection with the above mentioned
negotiations, including the establishment, implementation and coordination of a marketing plan.
6.6 Repairs, Decoration, Alterations. Manager will cause the Project to be maintained and
repaired in accordance with state and local codes in a condition acceptable to Owner. Without
limiting the generality of the foregoing, Manager shall institute and supervise all ordinary and
extraordinary repairs, decorations and alterations, including the administration of a preventive
maintenance program for all mechanical, electrical and plumbing systems and equipment.
Subject to Section 7.8 of this Agreement, Manager shall be responsible for arranging all
remodeling and alteration work including obtaining bids and proposals, obtaining tenant
approval, invoicing tenants for reimbursement, collecting same and making payment from the
Operating Account for the work done after the initial construction and tenant occupancy of the
Project.
Notwithstanding the generality of the foregoing, except for developing the Capital
Budget, Manager shall not be responsible for instituting or supervising major construction and
rehabilitation projects except as may be provided in a separate agreement with Owner.
6.7 Operating Activities. Manager shall institute and supervise all operational activities of the
Project, such as, but not limited to, the following:
(a) Supervision of the security on behalf of the Owner;
(b) Responsibility and supervision of maintenance, repair and replacement of
landscaping;
(c) Responsibility and supervision of a preventive maintenance program;
(d) Responsibility and supervision for any necessary maintenance or repairs to the
Project; and
(e) Any other activity incidental to the normal operation of an apartment project.
6.8 Property Taxes and Loan Payments. The Manager shall make payment from Owner's
funds for property taxes and debt service on any security affecting the Project.
6.9 Compliance. Manager has reviewed and shall be responsible for operational compliance
with all terms and conditions in the Loan documents dated December 21, 2012, and shall
cooperate with Owner in complying with the provisions of such documents.
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6.10 Payment of Expenses. Manager shall pay.all operating expenses from the Operating
Account.
6.11 Payroll. Manager shall prepare and pay all payrolls from the Operating Account and
maintain comprehensive payroll records.
6.12 Bank Relationship. Manager shall handle all operational banking matters related to its
contractual responsibility. Owner shall designate which bank(s) or financial institutions
Manager shall use in discharging this responsibility.
6.13 Property Inspection. Manager shall conduct periodic comprehensive inspections of the
Project and report periodically to the Owner in writing with any recommendation.
6.14 Maintenance of Records. Manager shall maintain complete and identifiable records, and
files on all matters pertaining to the Project. Such records, and records and financial reports
pursuant to Section 6.18, shall be available to the Owner, Lender or HUD during business hours
upon two (2) days of written notice.
6.15 Manager Availability. Manager shall maintain 24-hour availability for emergencies.
6.16 Tenant Relations. Manager shall administer a tenant relations program with maintains a
high visibility of management presence and service among tenants.
6.17 Owner Communications. Manager shall be available for communication with Owner and
will keep Owner advised of items affecting the Project. Within five (5) days after Manager
receives a certified or registered letter from any tenant, a copy will be sent to Owner.
6.18 Financial Reports.
Financial reporting and record keeping:
(a) Manager, in the conduct of its responsibilities to Owner, shall maintain adequate
and separate books and records for the Project in accordance with generally accepted accounting
principles, which shall be supported by sufficient documentation to ascertain that said entries are
properly and accurately recorded. Such books and records shall be maintained by Manager at a
location acceptable to Owner. Manager shall maintain such control over accounting and
financial transactions as is reasonably required to protect Owner's assets from theft, error or
fraudulent activity.
(b) Manager shall adopt a Chart of Accounts (a system of classification of accounting
entries) as generally utilized in the residential property management industry.
(c) The Manager shall furnish operating reports for the Project of all transactions
occurring from the first day of the prior month to the last day of the prior month.
(d) Manager shall timely provide to HUD or the Lender any reports as required in the
Loan documents. Copies of such reports shall be transmitted to Owner simultaneously.
(f) Supporting documentation is required as follows: As additional support to the
monthly financial statement, Manager shall make available to the Owner, upon request, copies or
originals of the following:
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1. All bank statements, bank deposit slips and bank reconciliations;
2. Detailed cash receipts and disbursements records;
3. Detailed trial balances;
4. Paid invoices;
5. Summaries of adjusting journal entries; and
6. Supporting documentation for payroll, payroll taxes and employee
benefits.
(g) Manager shall maintain necessary liaison with Owner's accountant.
6.19 Tenant Security Deposits. Security deposits shall be kept by Manager in a bank or
financial institution approved by Owner, and in accordance with laws applicable to tenant
security deposits. Manager shall maintain detailed records of all security deposits and such
records will be open for inspection by Owner's employees or appointees.
6.20 Books, Cards, Etc. All books, cards, registers, receipts, documents, disks, tapes and any
other papers or electronic records connected with the operation are the sole property of Owner,
and Manager will not publish, transmit or release said information to any party without the prior
consent of Owner.
ARTICLE 7
MANAGER'S AUTHORITY
7.1 Manager's Authority. Manager's authority is expressly limited to the provisions
provided herein or as may be amended in writing from time to time by Owner and mutually
agreed to in writing.
7.2 Approved Operating Budget. Owner's approval of the approved Operating Budget shall
constitute approval for Manager to expend money from the Operating Account in order to
operate and manage the Premises, and Manager may do so without further approval as long as
Manager does not exceed the aggregate amount set for in the Approved Budget.
7.3 Approved Capital Budget. Owner's approval of the approved Capital Budget shall
constitute an authorization for Manager to expend any money for capital expenditures. Unless
Owner specifically waives such requirements, all capital equipment, new or replacement, with a
cost to obtain and install exceeding$10,000 may be awarded on the basis of competitive bidding
when appropriate.
7.4 Contracts. Manager may enter into contracts for maintaining, repairing or servicing the
Project and any of the constituent parts of the Project subject to the approved Operating Budget.
7.5 Compliance with Laws. It is the intent of the Owner that the Project be operated in full
compliance with federal, state and municipal laws, ordinances, regulations and orders relative to
the use, operation, repair and maintenance of the Project and with the rules, regulations or orders
of the local Board of Fire Underwriters or other similar body. Manager shall promptly endeavor
to remedy any violation or potential violation of any such law, ordinance, rule, regulation or
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order which comes to its attention and shall promptly report any violation or potential violation
and proposed action to be taken to Owner.
7.6 Expenses Regarding Violations. Expenses incurred in remedying violations of the kind
referred to in Article 7.5 may be paid from the Operating Account provided such expenses do not
exceed One Thousand and no/100 Dollars ($1000.00) in any one instance. When more than such
amount is required or if the violation is one for which the Owner might be subject to penalty,
Manager shall transmit notice of such violation to the Owner to assure that prompt arrangements
may be made to remedy the violation.
7.7 Emergency. In case of emergency, Manager may make expenditures for repairs which
exceed budget or prior approvals from Owner without prior written approval if it is necessary to
prevent damage or injury. Owner must be informed of any such expenditure within the next five
(5) business days.
7.8 Structural Changes. The Owner expressly withholds from the Manager any power or
authority to make any structural changes in any building or to make any other major alterations
or additions in or to any such building or equipment therein, or to incur any expense chargeable
to the Owner other than expenses related to exercising the express powers above vested in the
Manager without the prior written direction of the Owner.
7.9 Competent Employees. Manager is specifically authorized and directed by Owner to
employ and supervise competent employees to adequately and reasonably maintain and protect
the Project. The personnel to be employed, the number of personnel and their compensation
shall be subject to the approval of the Owner as part of the approved Operating Budget. All
expenses incurred by Manager in employing such staff shall be paid by Owner as provided in
Article 11.3(c).
ARTICLE 8
INSURANCE
8.1 Owner to Obtain Adequate Insurance. Manager will obtain on Owner's behalf, insurance
in Owner's name and at Owner's expense, insuring against physical damage, liability for loss
against business interruption, and damage or injury to property or persons of third persons which
may arise out of the occupancy, management, operation or maintenance of the Project. Coverage
terms and amounts must be approved by Owner. Additionally, Manager shall:
(a) notify Owner with twenty-four (24) hours after Manager receives notice of any such
loss, damage or injury;
(b) take no action (such as admission of liability) which might bar Owner from obtaining
any protection afforded by any policy Owner may hold or which might prejudice Owner in its
defense to a claim based on such loss, damage or injury; and
(c) agree that Owner shall have the exclusive right, at its option to conduct the defense to
any claim, demand or suit within limits prescribed by the policy or policies of insurance.
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8.2 Information Furnished. The Manager shall furnish whatever information is requested by
Owner for the purpose of establishing the placement of insurance coverages and shall aid and
cooperate in every reasonable way with respect to such insurance and any loss thereunder.
Owner shall include in its hazard policy covering the Project,personal property, fixtures and
equipment located thereon. Manager shall make recommendations regarding the amounts and
types of insurance to be carried by the Owner but the Owner shall make the final determination
of the amounts of insurance, the types of coverage, the insuring companies and the agencies
writing such insurance.
8.4 Subcontractor's Insurance. Manager shall require that subcontractors brought onto the
Project have insurance coverage at the subcontractor's expense, in the minimum coverages and
coverage limits set forth in paragraph 8.2 hereof. The Manager shall obtain and keep on file a
Certificate of Insurance which shows that the subcontractor is so insured.
ARTICLE 9
OWNER'S RIGHT TO AUDIT
9.1 Owner's Right to Audit. Owner reserves the right for Owner's employees or others
appointed by Owner, to conduct examinations, without notification, of the books and records
maintained for Owner by Manager no matter where books and records are located. Owner also
reserves the right to perform any and all additional audit tests relating to Manager's activities;
either at the Project, or at any office of the Manager, provided such audit tests are related to those
activities performed by Manager for Owner.
9.2 Correction of Discrepancies. Should Owner's employees or appointees discover either
weakness in internal control or errors in record keeping, Manager shall correct such
discrepancies either upon discovery or within a reasonable period of time. Manager shall inform
Owner in writing of the action taken to correct such audit discrepancies. Any and all such audits
conducted either by Owner's employees or appointees will be at the sole expense of Owner.
ARTICLE 10
BANK ACCOUNTS
10.1 Operating Account. The Manager shall deposit daily all rents and other funds collected
from the operation of the Project for the purpose of paying operating expenses in a bank
approved by Owner.
10.2 Security Deposits. Manager shall keep and maintain security deposits in a separate
account pursuant to Article 6.19 herein.
10.3 Change of Banks. Owner may direct the Manager to change a depository bank or the
depository arrangements for its respective properties.
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10.4 Access to Accounts. Owner shall be permitted access through additional signature cards
if requested.
ARTICLE 11
PAYMENT OF EXPENSES
11.1 Expenses Paid From Operating Account. The following costs are to be paid directly from
the Operating Account:
(a) Any and all costs necessary to the management, operation, leasing and
maintenance of the Project that are covered within the approved budgetary guidelines as outlined
in Articles 6 and 7.
(b) Costs of the gross salary and compensation for the operations accounting
personnel who are associated directly or indirectly with the management of the Project. Said
costs shall include gross salaries and bonuses, payroll taxes, insurance, workmen's compensation
and other employee benefits.
(c) All operations and accounting expenses incurred by Manager in the execution of
Manager's responsibilities pursuant to the terms of this Agreement, the initial set-up and
continuing costs of the electronic data processing, and the computer service costs of the monthly
operating report, including both the summary and detailed account.
(d) Cost of all non-standard printed forms, notices, checks, invoices, purchase orders,
reports, envelopes, etc. required for compliance with the terms and conditions of this Agreement,
or as may be requested by Owner.
(e) Cost of all audits required by the terms of this Agreement.
(f) Any other costs approved in writing by Owner to Manager.
11.2 Office of Manager. The Manager reserves and is granted the right to maintain an office
in the Projectof a size reasonably related to the operation of the Project. The Manager shall not
be required to pay for heat, light, or rent for the premises occupied as its office.
ARTICLE 12
INSUFFICIENT INCOME
If at any time the gross income (or cash in the Operating Account) from the Project shall not be
sufficient to pay the bills and charges which may by incurred with respect to the Project, the
Manager shall notify Owner immediately upon first projection or awareness of a cash shortage or
pending cash shortage and Owner and Manager shall jointly determine payment priority.
Manager shall not be obligated to pay said expenses and charges from its own account. After
Manager has paid, to the extent of available funds, all bills and charges based upon the ordered
priorities set jointly by Owner and Manager, Manager shall submit to Owner a statement of all
remaining unpaid bills. Owner shall immediately and without delay make all reasonable efforts
to provide sufficient monies to pay any unpaid expenses before they become delinquent.
ARTICLE 13
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TERMINATION
13.1 Termination for Cause. Owner may terminate this Agreement upon fifteen (15) days
written notice with cause. Cause shall be defined as the occurrence of any of the following
events:
(a) (i) the filing of a voluntary petition in bankruptcy; (ii)being adjudicated a
bankrupt or insolvent; (iii) filing of any merger petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future statute or law relating to bankruptcy,
insolvency, or other relief for debtors, whether federal or state; (iv) Manager
seeking, consenting to, or acquiescing in the appointment of any trustee, receiver,
conservator or liquidator of Manager, or of all or any substantial part of its
properties (the terms "acquiescing," as used herein, shall be deemed to include but
not be limited to the failure to file a petition or motion to vacate or discharge any
order,judgment or decree providing for such appointment within the time
specified by law); (v) a court of competent jurisdiction entering an order,
judgment or decree approving a petition filed against Manager seeking any
reorganization arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any present or future statute or law relating to bankruptcy,
insolvency or other relief of debtors, whether federal or state, and Manager either
consents to or acquiesces (as hereinabove defined) in the entry of such order,
judgment or decree, or such order,judgment or decree shall remain unvacated or
unstayed for an aggregate of sixty (60) days from the date of entry thereof; or(vi)
the appointment of a trustee, receiver, conservator or liquidator of Manager of all
or any substantial part of its properties without the consent of or acquiescence of
Manager which remains unvacated or unstayed for an aggregate of sixty (60)
days;
(b) (i) Manager fails to perform any of its services in the manner or within the time
required herein; or, (ii) Manager commits or permits a breach of or default in any
of its duties, liabilities or obligations hereunder; or
(c) HUD's termination of this Agreement for those reasons stated in Article 5 herein.
13.2 Manager's Right to Compensation: Final Accounting. If this Agreement is terminated by
any party as provided above, it is further agreed:
(a) Notwithstanding any other provision herein to the contrary, the Manager's right to
compensation shall cease as of the effective date set forth in the notice of termination,
except that Manager shall be entitled to all monies owed to Manager by Owner up to the
effective date of termination.
(b) That Manager's powers and authority under this Agreement shall cease and
terminate at the effective date set in the notice of termination and Manager shall in no
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event make any expenditure in excess of that shown on the Approved Operating or
Capital Budget unless authorized in writing by the Owner to be charged.
(c) Final Accounting. Manager shall deliver to Owner the following with respect to
the Project:
(1) A final accounting after termination of this Agreement, reflecting the
balance of income and expenses on the Project as of the effective date of
termination to be delivered within fifteen (15) days after such termination.
(2) Any balance or monies of Owner held by Manager with respect to the
Project, shall be delivered immediately after such effective termination date and
thereafter promptly after same are received by Manager.
(3) All records, software, contracts, leases, receipts for deposits, unpaid bills
and other papers or documents which pertain to the Project also shall be delivered
immediately upon such effective termination date.
ARTICLE 14
COOPERATION
Should any claims, demands, suits or other legal proceedings be made or instituted by any person
against Owner which arise out of any of the matters relating to the Agreement, the Manager shall
give Owner all pertinent information and reasonable assistance in the defense or other
disposition thereof, at the sole expense of Owner. This obligation of Manager shall survive the
termination or expiration of this Agreement.
Upon termination of this Agreement, Manager will give to Owner all books, cards, registers,
receipts, documents, tapes, disks and other information with respect to the Project and the
management thereof which Manager has in its possession and shall cooperate, as requested by
Owner, in the transition to a new Manager of the Project.
ARTICLE 15
MANAGER'S LIABILITY
15.1 Except as otherwise stated herein, Manager shall not in the performance of this
Agreement, be liable to Owner or to any other person for any act or omission of any agent or
employee of Owner or Manager, or its subsidiaries or affiliates, unless the same results from
negligence or willful misconduct of the Manager, its officers, employees or agents.
15.2 Notwithstanding any other provisions of this Agreement, in no event shall Owner make
any claim against Manager, or its affiliates or subsidiaries on account of any alleged errors of
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judgment made in good faith in connection with the operation of the Project hereunder by
Manager or the performance of any advisory or technical services provided by or arranged by the
Manager.
15.3 Owner shall not object to any expenditure made by Manager in good faith in the course
of its management of the Project or in settlement of any claim arising out of the operation of the
Project unless such expenditure is specifically prohibited by this Agreement.
ARTICLE 16
REPRESENTATION
Owner hereby represents that in entering into this Agreement, Owner understands that no
guaranty is made or implied by Manager, or any of its affiliated companies as to the future
financial success of the Project.
ARTICLE 17
REASONABLE CONSENT
Whenever in this Agreement the consent or approval of Manager or Owner is required, such
consent or approval shall not be unreasonably withheld.
ARTICLE 18
NOTICES
All notices, demands, consents and reports provided for in this Agreement shall be in writing and
shall be given to the appropriate Owner or Manager at the address set forth below or at such
other address as they may specify hereafter in writing:
MANAGER: Eagle County Attorney's Office
P.O. Box 850
Eagle, Colorado 81631-0850
with a copy to: Eagle County Housing and Development Authority
P.O. Box 850
Eagle, Colorado 81631-0850
OWNER: Lake Creek Village LLC
P.O. Box 850
Eagle, CO 81631
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Such notice or other communication may be by electronic mail or may be mailed by United
States mail,postage prepaid, and may be deposited in a United States Post Office or a depository
for the receipt of mail regularly maintained by the post office. Such notices, demands, consents
and reports may also be delivered by hand, or by any other method or means permitted by law.
Notice delivered by mail shall be deemed given the third business day after deposit in the United
States mail; notice delivered by facsimile shall be accompanied by mailing a copy within one
day after transmission and shall then be deemed given the first business day after confirmed
delivery.
ARTICLE 19
COMPENSATION
By the 25th day of each month, the Manager shall receive remuneration for its services in
managing the Project for such month as follows: A Variable Fee in the amount of 3.45% of the
gross collected income from the Project per month.
Gross receipts for these purposes are all amounts received from the operation of the Project
including, but not limited to, rents, parking fees, security deposit forfeitures (but not security
deposits), laundry income, and fees.
To the extent that rental income from the income from the Project in any month is not sufficient
to pay the property management fee due under this Agreement, such fee shall accrue without
interest until rental income is available, at which time accrued portions of the fee shall be then
due and payable.
ARTICLE 20
MISCELLANEOUS
20.1 Construction. The plural may include the singular and the singular may include the
plural and this Agreement shall be interpreted in this regard as the context may require.
20.2 Amendment. Except as otherwise herein provided, any and all amendments, additions or
deletions to this Agreement shall be null and void unless approved by the parties affected thereby
in writing.
20.3 Headings. All headings herein are inserted only for convenience and ease of reference
and are not to be considered in the construction or interpretation of any provision of this
Agreement.
20.4 Complete Agreement. This Agreement supersedes and takes the place of any and all
previous negotiations, representations, and oral agreements between the parties hereto.
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20.5 Waiver. The waiver of any of the terms and conditions of this Agreement on any
occasion or occasions shall not be deemed as waiver of such terms and conditions on any future
occasion.
20.6 Binding Nature. This Agreement shall be binding upon and inure to the benefit of
Owner, each of his successors and/or permitted assigns, and shall be binding upon and inure to
the benefit of Manager, and its permitted assigns.
20.7 State Law and Venue. This Agreement shall be construed, interpreted and applied in
accordance with and shall be governed by, the laws applicable in the State of Colorado.
Exclusive venue for any dispute arising from or related to this Agreement shall be in Eagle
County, Colorado.
20.8 Rebates. Manager agrees it will not collect or charge any undisclosed fee, rebate or
discount, and if any such should be received by Manager, these will be credited to the account of
the Owner.
20.9 Divisibility. In the event any Article or Section of this Agreement is deemed illegal or
unlawful, said Article or Section shall be struck from this Agreement and all other Articles and
Sections shall remain valid and in full effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
above written.
[SIGNATURE PAGE TO FOLLOW]
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OWNER:
LAKE CREEK VILLAGE LLC
By: Eagle County Housing and Development
Authority, its sole member
By:
Commission
MANAGER:
EAGLE COUNTY HOUSING AND
DEVELOPMENT AUTHORITY
BY: __il- K J. Fisher, hairman
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