09-12-2019 Traer Creek Metropolitan Distric Bill of SaleEagle County, CO 201915291
Regina O'Brien 09/17/2019
Pgs: 7 11:36:56 AM
REC: $43.00
DOC: $0.00
CONDITIONAL BILL OF SALE
THIS CONDITIONAL BILL OF SALE ("Conditional Bill of Sale") is made to be
effective as of the 12TH day of September , 2019 by TRAER CREEK METROPOLITAN
DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado
(together with its successors and assigns, "TCMD") also referred to as "Grantor", whose address
is c/o: CliftonLarsenAllen, 8390 E Crescent Parkway, Suite 300, Greenwood Village, CO 80111,
for good and valuable consideration by TOWN OF AVON, a Colorado home rule municipal
corporation of the State of Colorado, County of Eagle (the "Town"), the receipt and sufficiency
of which is hereby acknowledged, has bargained and sold, and does grant and convey unto the
Town, successors, or assigns, all of its right, title and interest in the improvements, property and
materials constructed related to the roadway improvements for the property referenced in Exhibit
A (the "Property"), attached hereto and incorporated herein by reference and all appurtenances
related and associated with such improvements.
RECITALS
A. Pursuant to the Avon Landing Public Improvements Agreement, dated August 17,
2015, and recorded on September 3, 2015, at Reception No. 201516731 (the "Avon Landing
PIA"), concerning the completion of certain public improvements as further described therein (the
"Public Improvements"), certain costs related to roadway improvements were verified on behalf
of and to TCMD and on March 21, 2018, the duly elected Board of Directors of TCMD approved
the Engineer's Report and Certification, Planning Area J, dated March 7, 2018, including a
summary of the public improvements provided by and on behalf of Traer Creek Holdings No. 2
LLC, a Colorado limited liability company (together with its successors and assigns, "TCH2") by
the Engineer for TMCD. Those certain public improvements (which exclude all
telecommunications conduits, vaults and related improvements) as identified in the summary (the
"Completed Improvements"), as described in Exhibit B, attached hereto and incorporated
herein, were constructed on behalf of, for the benefit of and at the instruction of the TCMD,
including the roadway improvements which TCMD desires to convey to the Town for ownership,
operations and maintenance.
B. TCMD has received the necessary certifications and quitclaim bill of sale from
TCH2, for the roadway improvements outlined in Exhibit B, within and related to that certain
Property located within the Final Plat, Avon Landing, a Replat of Tract H, The Village (at Avon),
Filing No. 3 ("Avon Landing Plat"), which Property is within and is part of what is legally
described on Exhibit A.
C. The Property is subject to, among other matters, the Consolidated, Amended and
Restated Annexation and Development Agreement for The Village (at Avon), dated as of October
22, 2013, and recorded on August 1, 2014 at Reception No. 201412777 ("Development
Agreement"), and that certain The Village (at Avon) Amended and Restated PUD Guide dated
November 7, 2012, and recorded on August 1, 2014 at Reception No. 201412778 ("PUD Guide").
D. Pursuant to that certain Assignment and Release Agreement dated as of October
14, 2016, and recorded on October 17, 2016, at Reception No. 201617230, TCH2 and the Town
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are parties to that certain Avon Landing Public Improvements Agreement dated as of August 17,
2015, and recorded on September 3, 2015, at Reception No. 201516731 (the "Avon Landing
PIA").
E. The Avon Landing PIA, pursuant to Paragraph 22 and Exhibit C thereof,
specifically addresses the design, construction and completion of certain public improvements for
the initial phase of development within the Avon Landing Plat (as further described in Paragraph
22 and Exhibit C thereof, the "Phase I Improvements").
F. In accordance with the Avon Landing PIA, TCH2, for investment purposes, has
incurred costs and expenses ("TCH2 Costs") to finance the design and construction of the Phase
I Improvements on behalf of and for the benefit of TCMD, and TCMD's acquisition of the
Completed Improvements and payment of the verified TCH2 Costs is within the scope of TCMD's
authority pursuant to its service plan.
G. Pursuant to the terms of the Avon Landing PIA, TCH2 is obligated to cause TCH2
to effect the conveyance, dedication or other transfer of certain Capital Projects (as defined in the
Avon Landing PIA) to TCMD by a quitclaim bill of sale transferring and conveying TCH2's
interest in the improvements comprising the Capital Projects (or designated phase or portion
thereof), together with certain related deliveries as enumerated in the Agreement and addressed
herein.
H. In accordance with the Avon Landing PIA, TCH2 has financed the construction of
Completed Improvements, which are a portion of the Capital Projects under the Avon Landing
PIA.
I. The Completed Improvements do not include certain outstanding improvements,
limited to the final two inches of asphalt on the roadway improvements and multi -use trail (the
"Outstanding Improvements"), and TCMD will cause such improvements to be constructed and
accepted by the Town prior to the issuance of a commercial or residential building permit or
temporary certificate of occupancy, as applicable.
J. The Completed Improvements, including the roadway improvements, were
completed more than two years prior to this Bill of Sale. The Town has agreed to a modified date
of acceptance, and to operate and maintain the Completed Improvements dedicated to the Town,
as the warranty period and all repairs related to the Completed Improvements have long been
completed and accomplished.
K. TCMD has inspected and approved the Completed Improvements.
L. TCH2, as land investor, conveyed the Completed Improvements to TCMD,
together with certain assignable warranties associated therewith, in accordance with the Avon
Landing PIA.
M. TCMD now wishes to convey the Completed Improvements to the Town, subject
to the condition that the Outstanding Improvements will need to be completed and accepted by the
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Town prior to a request for a commercial or residential building permit (for the two inches of
asphalt overlay) and prior to a request for a residential certificate of occupancy (for the "multi -use
trail" improvements).
N. Upon completion and acceptance of the Outstanding Improvements the
Outstanding Improvements will be conveyed to the Town.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Recitals; Defined Terms. The above Recitals are incorporated into this Conditional
Bill of Sale as if fully set forth herein. Capitalized terms used but not defined herein have the
meanings provided in the Avon Landing PIA.
2. Conveyance. TCMD hereby quitclaims, assigns, transfers and sets over unto the
Town, all right, title and interest of TCMD in and to the Completed Improvements, owned by
TCMD, together with all third -party warranties to the extent the same relate to the Capital Projects
and are assignable (the "Assigned Warranties") related to the Completed Improvements listed in
Exhibit B.
3. Exclusion of Warranties. Except for the Assigned Warranties, TCMD is conveying
the Completed Improvements in their "as is" condition, and TCMD has not made and does not
make any express or implied warranty or representation of any kind whatsoever with respect to
the Completed Improvements, including, without limitation, the merchantability of the Completed
Improvements or their fitness for any particular purpose, the design or condition of such
Completed Improvements, the compliance of such Completed Improvements with the
requirements of any rule, law, regulation, ordinance, specification or contract pertaining thereto,
or any patent infringements or latent defects. The Town has inspected and approved the Completed
Improvements, and hereby agrees and acknowledges that, except as otherwise warranted pursuant
to the Assigned Warranties, the Town accepts such Completed Improvements on such "as is" basis,
pursuant to the terms of this Conditional Bill of Sale.
4. Conditionals. TCMD and the Town acknowledge and agree that the Outstanding
Improvements must be completed by TCMD in compliance with the Avon Landing PIA and
Development Agreement (as applicable) and be accepted by the Town. The remaining two inches
of asphalt will be required to be constructed, installed and accepted by the Town prior to the next
request for a commercial or residential building permit within the Property pursuant to the Avon
Landing PIA and Development Agreement, as applicable and as referenced above. TCMD shall
repair any and all damage to the roadway improvements prior to construction and installation of
the two inches of asphalt, and such repairs shall be inspected by the Town and repaired to Town's
reasonably satisfaction by TCMD prior to construction and installation of the two inches of asphalt.
The multi -use trail shall be constructed andinstalled by TCMD pursuant to the requirements set
forth in the Appendix F of the PUD Guide and accepted by the Town prior to the request for the
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next residential temporary certificate of occupancy within the Property pursuant to the Avon
Landing PIA and Development Agreement, as applicable and as referenced above. The Town may
deny any application as set out in this Section 4 under this Conditional Bill of Sale on the grounds
that the required Outstanding Improvements do not comply with these requirements and/or the
requirements of the Avon Landing PIA and the Development Agreement.
5. Operation and Maintenance of Completed Improvements by the Town. The Town
has agreed to a modified date of acceptance and as a result, the warranty period related to the
Completed Improvements has expired. The Town has no obligation to open the road to public use,
except in its sole discretion, until the issuance of a Temporary Certificate of Occupancy has been
issued by the Town.
6. Successors and Assigns. This Conditional Bill of Sale is binding upon and «will
inure to the benefit of the successors and assigns of the parties hereto.
7. Attorneys' Fees and Costs. In the event legal action is commenced to enforce or
interpret any provision of or right under this Conditional Bill of Sale, the prevailing party will be
entitled to recover its actual costs and expenses incurred, including reasonable attorneys' fees,
from the party not prevailing.
8. Counterparts. This Conditional Bill of Sale may be executed in one or more
counterparts, each of which will constitute an original, but all of which, when taken together, will
constitute but one agreement.
9. Governing Law. This Conditional Bill of Sale is governed by, interpreted under,
and construed and enforced in accordance with, the laws of the State of Colorado.
[Signatures appear on following page(s)]
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IN WITNESS WHEREOF, the TCMD has executed this Conditional Bill of Sale to be effective
as of the date set forth above.
Attest:
Secretary
Attest:
Tones, Town
TCMD:
SEAQ
ACCEPTED BY THE TOWN:
'�"�srwe" 1 AjDr
(insert title)
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
1'hu `011owing real property in the ('iuirtty ol`Faolo, State of'C'olnrado:
N ockt 1, ?, 3 .uzd 4:'fracts H-1, H-2 and 11-3; Tracus 1-1, 1-2, 1;3 and 1-4; and Road A, all located widdr,
the FINAL PLAT OF ANION LANDINCi, A REPLAT OF 7'1U%C:`1* 11, 'I'll[; VII.l.Mil: (A'l AVON),
I'lUNG NO. 3 r�- :4,)rdcd on Scptcrnber 3.2015 <,t Reception No. 20151(7730,
FEW
EXHIBIT B
COMPLETED IMPROVEMENTS
Roadway & Sitework
Storm Sewer
Erosion Control & Revegetation
All as more particularly described in Exhibit C to the Avon Land Public Improvements Agreement
dated August 17, 2015, and recorded on September 13, 2015 at Reception No. 201516731. [The
Sanitary Sewer, Water and Shallow Utilities described therein are specifically excluded from this
Conditional Bill of Sale.]
OUTSTANDING IMPROVEMENTS
The remaining two inches of asphalt will be required to be constructed, installed and accepted by the
Town prior to a request for a commercial or residential building permit.
The multi -use trail must be constructed, installed and accepted by the Town prior to a request for a
residential temporary certificate of occupancy pursuant to the Avon Landing PIA and Development
Agreement, as applicable.
C