HomeMy WebLinkAboutECHDA16-004 Augustana Senior DevelopmentCOST SHARING AGREEMENT
BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY
AND
AUGUSTANA SENIOR DEVELOPMENT
TI{IS AcREEMENT ('Agreement") is effecrive u" of ,h, [1f du, orWBby and between Augusrana
SeniorDevelopment, a Minnesotanonprofit company (hereinafter "ASD') and Eagle County Housing and
Development Authority, a body corporate and politic (hereinafter "ECHDA").
RECITALS
WHEREAS, an affiliate of ASD, Castle Peak Senior Care, LLC, is developing a senior care facility on Lot 2, Eagle
Ranch Filing No. 29, according to the Plat recorded June 5,2015 at reception number 201510152,Eag1e County,
State of Colorado (hereinafterthe "Project'); and
WHEREAS, Castle Peak Senior Care, LLC has conhacted with Weitz Company, LLC to consbuct the Project; and
WHEREAS, ASD has confiacted with Goulding Development Advisors ("GDA") to perform construction oversight
ofthe Project on its behalf; and
WHEREAS, ECHDA is a lender to the Project and has agreed to separately pay a portion of the costs incuned by
ASD in connection with services performed by GDA as set forth hereiq and
WHEREAS, this Agreement shall govern the relationship between ASD andECHDA in connection with services
performed by GDA.
AGREEMENT
NOW TFIEREFORE, in consideration of the foregoing and the following promises ASD and ECHDA agree as
follows:
l. ASD has retained GDA to perform construction oversight of the Ploject on its behalf
2, ECHDA ag:ees to pay one-half of the costs incuned by ASD in connection with services performed by
GDA up to and not to exceed forty thousand dollats ($40,000). Payment will be made within thifty (30) days of
receipt of a proper and accurate invoice from ASD. All invoices shall include detail regarding hours spent, tasks
perfonned and such other detail as ECHDA may request.
3 . This Ag'eement may be amended upon written agreement of the parties. Any amendments or modifications
shall be in writing signed by both parties.
4. This Agreoment is effective as ofthe date fnst set forth above and shall tenninate sixty (60) days after
receipt of a certificate of occupancy for the Project by Castle Peak Senior Care, LLC or payment of $40,000 as set
forth in paragraph 2 hereo{, whichever occurs first.
5. Notwithstanding arrything to the conhary contained in this Ag'eernent, ECIIDA shall have no obligations
under this Agreement aft€r, nor shall anypayments be made to ASD in respect of anyperiod after December 31 of
any year, without an appropriation therefor by ECHDA in accordance with a budget adopted by the Board of
ECIIDA in compliance with the Local Government Budget Law (C.R.S. 29-l-IAl et. seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
AS TO FOP.M
eugle County Commlssloners' Olfice
ECHDA16-004
6, The parties agee ttrat ECHDA's sole obligation undel this Agreement is making payments as set forth in
paragaph 2 hereof. Subject to ttre limitations of ECHDA's contribution as set forth in paragraph 2 hereof, ASD
shall remain solely liable for payment of all cost overruns and other furancial short falls associated with the work to
be performed by GDA. ASD shall remain solely responsible for management and enforcement of its agreement
withGDA.
7, Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered,
or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other
comparable courier service, charges prepaid, to the parties at their rcspective addresses listed below, or (iv) when
sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the
date, time and receiving facsimile number for the transmission, or (v) when transmiffed via e-mail with confrmation
of receipt. Either party may change its address for purposes of this paragraph by gving five (5) days prior written
notice ofsuch change to the otherparty.
ECHDA:
Attention: Jill I{losterman
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone : 97 0 -328 -87 7 3
Facsimile: 97 0'328-87 87
E-mail: Jill.Klosterman@eaglecounty.us
ASD:
Attention: ttuthy I(opp
1425 l0mAvenue South, Suite 100
Minneapolis, MN 55404-1395
Telephone: 612-238-5205
Facsirnile : 6 12-23 8-8603
E-mail : kkopp@augustanacare. org
8. Any and all clairns, disputes or confl'oversies related to this Agreement or breach thereof, shall be litigated
in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation.
This Agteement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado.
9. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,
master-servant, partnership, joint venhrre or any other relationship between ECHDA and ASD except that of
independent contractor', ASD shall have no autholity to bind ECHDA. Furtler, the pa$ies agree that ECHDA does
not have any relationship contractual or otherwise with GDA.
10. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof
and supetsedes all other agrcements or understanding between the parties with respect thereto.
L2. ASD shall not assign any portion of this Agreement without the prior written consent of the ECHDA. Any
attempt to assign this Agreement without such consent shall be void.
14. This Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto and their
respective pennitted assigrs and successors in interest. Enforcoment of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
15. The invalidity, illegality orunenforceability of anyprovision of this Agreement shall not affect the validity
or enfolceability ofany other provision hereof
IN WITNESS WI{EREOF, the parties have executed this Agreement the day and year first set forth above.
EAGLE COUNTY HOUSING AND
DEVELOPMENT AUTHORITY
By:
AUGUSTANA SENIOR DEVELOPMENT
"r, '{:[l,t l/v{
,
nrintName: .{JAt4 Kp,f
Attest:
Tealc J. Simonton, Cle*
