Lot 3 Stonebridge Development Agreement Eagle County,CO 202404276
Regina O'Brien 04/24/2024
Pgs: 15 12:55:58 PM
REC: $83.00 DOC:$0.00
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT("Agreement") is made and entered into as of March
15, 2024, ("Effective Date") by and between Lot 3 Mountain Vista LLC,a Colorado limited
liability corporation ("Owner"), and the Town of Avon,a home rule municipal corporation of
the State of Colorado ("Town") (Owner and Town may be referred to individually as"Party"
and collectively as "Parties).
RECITALS
A. The Owner owns approximately 1.099 acres within the Town that is legally described as:
Lot 3, Mountain Vista Resort Subdivision,according to the Plat
thereof recorded on March 31,2021 at Reception No.202109327,
Town of Avon,County of Eagle,State of Colorado
Street address: 140 W Beaver Creek Blvd, Town of Avon, County of Eagle, State of
Colorado("Property").
B. The Owner submitted an application to the Town for approval of a Major Development
Plan and Development Bonus application for a hotel project currently referred to as
Stonebridge Hotel ("Application").
C. After holding a public hearing on April 18, 2023,the Town of Avon Planning and Zoning
Commission recommended approval of the Application.
D. After holding a public hearing on June 13 and June 27, 2023, the Avon Town Council
("Council") approved the Application with conditions.
E. The Application includes a Landscape Plan and Irrigation Plan, which includes a
limited irrigated area and drought tolerant species.
F. The Application includes public improvements that necessitate further review, security,
warranty, and acceptance upon satisfactory completion.
G. Development of the Property in accordance with this Agreement will provide for
orderly growth in accordance with the policy and goals set forth in the Town's
Comprehensive Plan; ensure reasonable certainty, stability and fairness in the land use
planning process; stimulate economic growth; secure the reasonable investment-backed
expectations of the Owner; foster cooperation between the public and private sectors in
the area of land use planning; and otherwise achieve the goals and purposes of the Town.
Development Agreement:Lot 3 Mountain Vista,LLC—Town of Avon
March 26,2024
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AGREEMENT
NOW,THEREFORE, in consideration of the recitals set forth above,the terms,conditions,
covenants, and mutual promises set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the
Town agree as follows with respect to the development of the Property:
ARTICLE I
DEFINITIONS
The following terms shall have the meanings set forth below unless the context in which they are
used clearly indicates otherwise:
1.1 Development. The hotel project("Hotel")to be constructed on the Property as described
in the Development Plan.
1.2 Development Bonus. The Development Bonus includes those certain underground
setback encroachments on the west side and above ground encroachments along the south
boundary of the Development.
1.3 Development Plan. The Major Design and Development Plan described and depicted in
the Application that was approved by the Town is made part of the land use approval for
the Development Plan.
1.4 Development Plan Components. The following plan set sheets contained in the
Development Plan are incorporated by reference into and made a part of this Agreement:
Landscape Plan & Irrigation Plan
Owner Maintained Public Improvements
1.5 Exhibits. The following Exhibit is to this Agreement is incorporated by reference and
made part of this Agreement:
Exhibit A- Parking Plan
1.6 Landscape & Irrigation Plan. The approved Landscape Plan and Irrigation Plans, pages
11-15 of the Development Plan, is made part of the land use approval for the
Development Plan.
1.7 Municipal Code. The Avon Municipal Code, including the Avon Development Code, as
may be amended from time to time.
1.8 Public Improvements. Those improvements to be acquired, constructed, or installed for
the benefit of the public, including, but not limited to, the Public Improvements described
in Article IV.
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March 26,2024
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1.9 ROW. "ROW" shall mean that certain public right of way as described in the
Development Plan.
1.10 Term. The term of this Agreement as provided in Article III.
ARTICLE II
DEVELOPMENT PLAN
2.1 Development Plan. The Development Plan sets forth the approved scope of development
of the Property and has been approved by the Town through action by the Town of Avon
Planning and Zoning Commission and Council, including the Development Bonus.
2.2 Compliance with General Regulations. The approval of the Development Plan and this
Agreement shall not preclude the application of Town ordinances and regulations, or
state or federal laws and regulations, which are general in nature and are applicable to all
property subject to land use regulation by the Town, including, but not limited to,
building, exterior energy offset, fire, plumbing, electrical and mechanical codes,as all
such regulations exist on the date of this Agreement or may be enacted or amended after
the date of this Agreement.
2.3 Parking Plan. The Owner hereby declares and covenants that the Property shall include a
full-time valet-only parking operation and equipment necessary, including but not limited
to vertical vehicle stackers, to provide parking at a minimum of a 1:1 ration of rooms to
vehicles in substantial conformance with the Parking Plan, attached as Exhibit A: Parking
Plan.
ARTICLE III
TERM
3.1 Term. The term of this Agreement shall commence on the Effective Date of this
Agreement and shall continue after construction of the building(s) for so long as the
building(s)which comprises the Development continues to exist and for three(3)years
after such time the building(s)that comprises the Development no longer exist on the
Property. In the event the building(s)which comprises the Development is destroyed by
fire or other calamity and then reconstructed within three(3)years, such reconstructed
building shall be deemed the building(s)that comprises the Development and this
Agreement shall continue in full force and effect until three (3)years after the
reconstructed building no longer exists. The Parties may terminate this Agreement
earlier by mutual agreement.
ARTICLE IV
PUBLIC IMPROVEMENTS
4.1 Public Improvements. The Owner agrees to construct and install the public improvements
set forth in this Agreement ("Public Improvements"). Such obligations directly relate to
the Application complying with the minimum required development standards set forth in
the Code and are material to the terms, conditions, covenants, and mutual promises
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bargained for by Town and the Owner in this Agreement. The Owner shall install or
cause to be installed all Public Improvements that the Owner is required to construct in a
good and workmanlike manner in accordance with the applicable regulations of the Town
and applicable Utilities, as defined below, and in accordance with this Agreement.
(a) Utility Improvements. The Owner agrees to install all utility improvements as
described in the Development Plan.
(b) Drainage Improvements. The Owner shall install drainage improvements for
stormwater control and quality as described in the Development Plan.
(c) Pedestrian Connection. The Owner shall participate in connecting this
property to the Town Hall site generally located on the east side of the
Development connecting West Beaver Creek Boulevard to the pedestrian
improvements on the east side of Town Hall. The parties shall agree to the
location and design prior to issuance of a building permit. This connection
shall provide pedestrian access to the general public from West Beaver Creek
Boulevard to the Town Hall until such time as a public pedestrian way is
completed on the adjoining Lot B.
(d) Interface with Town Hall. The Owner shall install landscaping and/or
hardscaping between the property and the Town Hall sidewalk in accordance
with designs approved by the parties prior to the issuance of a building permit.
4.2 Security for Public Improvements. Owner shall post sufficient security to guarantee the
installation, performance, or maintenance of any required Public Improvements, and any
public facilities damaged by Developer during construction of the Development or Public
Improvements. The total amount of required security for Public Improvements for the
Development shall be 125%of the Owner's engineer's estimate of the cost to complete
Public Improvements identified on the Public Improvement Map. Security shall be in a
form acceptable to and approved by the Town Manager and Town Attorney. As Public
Improvements are completed, Developer may apply to the Town Manager for release for
all or part of the security.
4.3 Timing of Public Improvements. The Owner shall complete the Public Improvements and
the Town shall have provided written notification of acceptance of the Public
Improvements by the Town ("Town's Notification of Acceptance") on or before the
earlier of(1) date of a certificate of occupancy or temporary certificate of occupancy,
whichever is earlier, for the Development, or(2) within three(3)years of obtaining a
building permit, whichever is earlier. The Owner shall inform the Town of all
construction plans within Town property and within the ROW at least ninety (90) days
prior to the start of construction that is to occur within Town property or the ROW. If the
Owner has not received the Town's Notification of Acceptance from the Town of all
Public Improvements, the Town may withhold the issuance of a Temporary Certificate of
Occupancy.
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4.4 Warranty Period. The Public Improvements constructed and installed by the Owner shall
be warranted to be free from defects in material,workmanship, and quality for a period of
two (2)years after the date of the Town's Notification of Acceptance ("Warranty
Period"). In the event of any such defect arising during the Warranty Period, the Town
may require the Owner to correct the defect in material, workmanship, or quality. Ten
percent(10%)of the total actual cost of completion of all Public Improvements to be
installed and constructed by the Owner shall be collected by the Town from the Owner as
security during such two (2)year period as the improvement warranty pursuant to Code §
7.32.100,as may be amended. In the event any corrective work with respect to the
material, workmanship and quality is performed during the Warranty Period then the
warranty on said corrected work with respect to the material, workmanship and quality
shall be extended for two (2) years from the date on which it is completed. Security equal
to 125%of the cost of any corrected work with respect to the material, workmanship and
quality,as estimated by the Town, shall be retained by the Town or immediately paid to
the Town by the Owner, if sufficient funds are not held by the Town, in accordance with
Code § 7.32.100, for a period of two (2)years from the date of completion of the
corrected work.
4.5 Engineering Certification. Upon completion of portions of the Public Improvements to be
installed and constructed by the Owner,the Owner will cause its engineers (who shall
have been actively engaged in observing to a commercially reasonable degree the
construction of the Public Improvements and who are licensed in the State of Colorado)
to provide a written opinion. The written opinion shall be in form and content reasonably
satisfactory to the Town's Engineer, and based upon on-site observation, review of
sufficient construction- observation reports, field test reports, and material test reports
and certifications by qualified personnel, shall opine that the installation of the Public
Improvements, or portions thereof as may be completed from time to time, have been
completed, and that to the best of the opining engineer's knowledge and professional
judgment,the Public Improvements are in conformance with all Standards (as defined
below), plans, and specifications as submitted to and previously approved by the Town,
or the pertinent utility supplier, as depicted on Sheets 7-10 of the Development Plan.
Inspection reports, test results, as-constructed plans, including surveys, and other
supporting documentation shall be submitted with the certification. The as-constructed
plans shall be submitted on paper and in a digital format, either AutoCad DWG, AutoCad
DXF, or ESRI GIS shapefile.
4.6 Inspection Procedures. All Public Improvement work shall be done under the published
inspection procedures and standards (collectively, "Standards") established by the
Town, Holy Cross Energy, Eagle River Water and Sanitation District, Upper Eagle
Regional Water Authority, Xcel Energy, CenturyLink, Comcast,or any other utility
("Utilities"),as applicable and shall be subject to the reasonable satisfaction of the Town
and applicable Utilities. No work shall be deemed complete until the reasonable approval
and acceptance of the Public Improvements by the Town or the Utilities. Inspections by
the Town and Utilities shall not relieve the Owner or the Owner's agents from any
responsibility or obligation to ensure that all work is completed in conformance with all
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Standards, plans, and specifications as submitted to and previously approved by the Town
and Utilities.
(a) Cost of Inspections: The cost, if any, of inspections, by Town employees, or an
independent third-party inspector, shall be paid by the Owner.
(b) Notice of Non-Compliance: In the event that the Town, through its inspectors,
reasonably determines that the Public Improvements to be installed and
constructed by the Owner are not in compliance with the Development Plan, it
shall give written notice of such non-compliance ("Notice of Non-
Compliance")to the Owner. The Notice of Non-Compliance shall include a
narrative describing the unsatisfactory construction work with specific
reference to the applicable construction plans and specifications with which the
Public Improvements fail to comply. The Notice of Non- Compliance must be
provided to the Owner within two (2)working days of the date of the
inspection.
4.7 Indemnification and Hold Harmless.The Owner shall indemnify, defend and hold
harmless the Town(and its officials, agents, representatives, employees, contractors, and
successors and assigns) from all claims, demands, damages (including, without
limitation, consequential damages), causes of action, fines, penalties, losses, liability,
judgments,costs or expenses(including reasonable attorneys' fees)resulting from claims
for bodily injury (including death)to any person or damage to any property, arising
during the construction of the Public Improvements or otherwise arising on the Property
or from the Owner's activities while performing this Agreement (including, without
limitation, maintenance, repair and replacement activities), including without limitation
any claim that all or any portion of the Public Improvements installed and constructed by
the Owner on Town property or ROW constitute a dangerous and/or unsafe condition
within a public right-of-way; provided, however, that this indemnity shall not apply to
any claims, demands, damages (including, without limitation, consequential damages),
causes of action, fines, penalties, losses, Iiability,judgments, costs or expenses(including
reasonable attorneys' fees) resulting from any act or omission of the Town or its officials,
agents, representatives, employees, inspectors, including independent third-party
inspectors, contractors, and successors and assigns.
4.8 Insurance. With respect to Owner's obligation with respect to and/or any claims arising
from the construction or installation of the Public Improvements, all Owner's or Owner's
contractor's insurance policies related in any way to the Public Improvements shall be
endorsed to include the Town and the Town's officers and employees as additional
insureds/loss payees, applicable within each policy. Every policy covering the Public
Improvements shall be primary insurance, and any insurance carried by the Town, its
officers,or its employees, or carried by or provided through any insurance pool of the
Town, shall be excess and not contributory insurance to that provided by the Owner or
the Owner's contractors. No additional insured endorsement to the policy required herein
shall contain any exclusion for bodily injury or property damage arising from completed
operations.The Owner and its contractor shall be solely responsible for
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endorsement/additional insured costs, premiums and deductible losses under any policy
required above.
ARTICLE V
WATER PROVISION,WATER USE AND ENFORCEMENT
5.1 Outdoor Water Usage. The Property has an irrigation limitation of 8,914 square feet of
landscaped area as authorized by the Town.
(a) The Owner shall install a manual shut-off valve and separate irrigation meter
pursuant to Avon Municipal Code §7.28.050(m)(7)(i)(B)and (D). This section
establishes a maximum allowable outdoor water use limit for the development
to ensure this Development does not exceed its outdoor water allocation as
established by the Upper Eagle Regional Water Authority's Water Dedication
Requirement and Water Service Agreement between the Owner and the Upper
Eagle Regional Water Authority.
(b) Outdoor Water Usage on the Property may be curtailed by the Town during
periods of low stream flows, and/or during instream flow calls.
ARTICLE VI
MAINTENANCE AND ONGOING OBLIGATIONS
6.1 Operations and Maintenance. The Owner understands and acknowledges that those
certain aspects of the maintenance, operation and use of the Development, including
drainage, infrastructure, landscaping, and sidewalks ("Owner Maintained Public
Improvements"), as delineated on Sheets 7, 8, 9 and 1 lof the Development Plan and
incorporated herein, require maintenance by Owner.
(a) Except in the event such liability arises from the action or omission of Town or
its officials, agents, representatives, employees, inspectors, including
independent third-party inspectors, contractors, and successors and assigns, but
without waiving governmental immunity, the Owner agrees that the Town is
not liable, and will not assume any liability, responsibility, or costs for any
damage, maintenance, or repair of any Owner Maintained Public
Improvements erected or maintained by the Owner under this Agreement.
(b) If the Owner fails to maintain the Owner Maintained Public Improvements, the
Town may perform the necessary maintenance and/or repair, as determined by
the Town in its sole discretion, after providing at least thirty (30)days written
notice to the Owner detailing the necessary maintenance and/or repair. If, after
the remedy period set in the notice, the Owner fails to perform the necessary
maintenance and/or repair, the Town may perform such maintenance and/or
repair. The actual costs of the maintenance and/or repair, together with a fifteen
percent(15%)charge for administration, shall be assessed against the Property.
The Town shall send a notice of assessment to the Owner and upon the
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expiration of the thirty (30) period provided in such notice,the costs, including
the administrative charge, shall be a lien upon the Property. If the assessment is
not paid within thirty(30)days of the lien, the Town may impose interest upon
such costs and upon the administrative charge, at the rate of eighteen percent
(18%) per year. All costs, interest and charges, including the costs of
collection, may be certified to the County Treasurer and collected in the same
manner as taxes.
ARTICLE VII
EMPLOYEE HOUSING
7.1 Employee Housing Units. Owners agree to construct, as part of the Development,two (2)
units that may be used as non-permanent housing for certain employees of the Hotel
(each, an "Employee Housing Unit"and collectively, the "Employee Housing Units").
For so long as (i) Owner is the owner of the Property and (ii)the Property is being used
as the Hotel, Owner shall endeavor, in good faith, to offer the Employee Housing Units to
employees of the Hotel. The terms and conditions of the use of the Employee Housing
Units shall be in Owner's sole discretion and Owner's failure or inability to use the
Employee Housing Units for housing its employees shall not be a default under this
Agreement or any other agreement between Owner and the Town.
ARTICLE VIII
RESTORATION OF SITE
8.1 Restoration Due to Inactivity. Unless a building permit extension is granted in writing by
the building official upon justifiable cause demonstrated by the Owner, the building
permit shall become invalid after 180 days of suspended work, except to the extent such
suspension is due to events, actions or conditions that are outside of the Owner's
reasonable control, in which case, the validity of the building permit shall be extended on
a day-for-day basis not to exceed 120 days. If the building permit becomes invalid,the
Owner shall restore the site to the condition the site was in at the time of issuance of the
building permit (subject to changes reasonably necessary for public safety or preservation
of land and adjoining land, or to prevent waste)within thirty (30)days from the date of
notice by the Town that restoration is required. Upon restoration of the Property in
accordance with this Article and to the reasonable satisfaction of the Town, this
Agreement shall automatically terminate.
8.2 Restoration Funds. The Owner, upon issuance of a building permit shall provide security
pursuant to Avon Municipal Code as security for any possible future required restoration.
If the obligation to restore arises(i.e., if the permit becomes invalid) and if the Owner
thereafter fails to restore the Property in compliance with this Article and to the Town's
satisfaction,the Town may use such funds to cover the costs of any required restoration
work. The Town shall maintain an accounting of such costs and once restoration work is
completed, the Town shall return any remaining funds along with such accounting. If the
funds are insufficient to perform the restoration work, the Owner, upon demand from the
Town, shall deposit additional required funds as determined by the Town. If the Owner
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fails to provide such funds, the Town's costs of restoration over the amount of funds
current held, shall be a lien upon the Property to be collected in the same manner as
property tax and the Town may certify such amount to the County Assessor for
collection, including an additional 10% imposed by the Town for costs of collection.
8.3 Return of Funds. After the issuance of a Certificate of Occupancy,the Town shall refund
50%of the restoration funds to the Owner. After the issuance of a final Certificate of
Occupancy for the last building to be constructed within the Development, the Town
shall refund the remaining restoration funds to the Owner.
ARTICLE IX
DEFAULTS, REMEDIES AND TERMINATION
9.1 Default by Town. A "breach"or"default" by the Town under this Agreement shall be
defined as the Town's failure to perform its obligations under this Agreement, after the
applicable cure period described in Section 9.3, below.
9.2 Default by Owner. A "breach"or"default" by the Owner shall be defined as the Owner's
failure to fulfill or perform any obligation of the Owner contained in this Agreement
following the applicable cure period described in Section 9.3, below,or the Owner's
failure to fulfill or perform any obligation of the Owner contained in any other written
agreement relating to the Property between the Town and the Owner or the Town
following any applicable cure period contained in such agreement.
9.3 Notices of Default. In the event of a default by either Party under this Agreement,the
non-defaulting Party shall deliver written notice to the defaulting Party of such default, at
the address specified in Section 10.6, and the defaulting Party shall have five(5)days for
monetary obligations and thirty(30) days for non-monetary obligations from and after
receipt of such notice to cure such default. With respect to non-monetary obligations, if
such default is not of a type that with the exercise of reasonable diligence can be cured
within such thirty (30) day period and the defaulting Party gives written notice to the
non-defaulting Party within such thirty (30) day period that it is actively and diligently
pursuing such cure,the defaulting Party shall have a reasonable period of time up to one
hundred eighty (180)days given the nature of the default to cure such default, provided
that such defaulting Party is at all times within such additional time period actively and
diligently pursuing such cure.
9.4 Remedies for Default by Town. If a default by Town under this Agreement is not cured
as described in Section 9.3,the Owner shall have the right to enforce the Town's
obligations by an action for any equitable remedy, including, without limitation,
injunction or specific performance or an action to recover damages. Each remedy in this
Section 9.4 is cumulative and is in addition to every other remedy provided for in this
Agreement or otherwise existing at law or in equity.
9.5 Remedies for Default by the Owner. If any default by the Owner under this Agreement is
not cured as described in Section 9.3, the Town shall have the right to enforce the
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Owner's obligations hereunder by an action for any equitable remedy, including
injunction or specific performance, or an action to recover damages. Each remedy in this
Section 9.5 is cumulative and is in addition to every other remedy provided for in this
Agreement or otherwise existing at law or in equity. A default of this Agreement by the
Owner also constitutes a violation of the Code and non-compliance with the
Development Plan for this Property and the Town shall have all enforcement rights as
described in the Code and other applicable sections of the Code concerning enforcement
and penalties for violations, as the Code may be amended from time to time.
9.6 Mediation. The Parties agree that prior to submitting any controversy or claim arising out
of or relating to this Agreement, including, without limitation, any breach, default, or
interpretation hereof, to a legal process, and as a prerequisite to initiating any legal
process, the Parties shall attempt to resolve the controversy or claim in good faith in
accordance with the procedures stated in this Section 9.6. The Party asserting the breach,
default, controversy, or claim shall first provide written notice to the other Party,citing
this Section 9.6, and requesting consideration by the other Party to resolve the
controversy or claim. The Parties shall use reasonable efforts to resolve the dispute within
thirty (30) days from the date of the notice commencing this process. If the dispute is not
resolved within thirty (30) days of the date of the notice, or by such longer period as may
be mutually agreed by the Parties, then either Party may initiate a legal action. At any
time after the written notice citing Section 9.6, the Parties may mutually agree to appoint
an independent neutral third party ("Mediator")to assist them in resolving the dispute. In
such an instance, (i)each Party agrees to provide the Mediator access to all relevant and
non-privileged documents and may impose reasonable confidentiality provisions; (ii)the
Parties may make representations and submissions to the Mediator but there shall be no
formal hearing unless the Mediator requires a formal hearing and provides a written
notice to the Parties; (iii)the Mediator shall make his recommendations in writing as
soon as is reasonably possible but not later than thirty (30)days following the receipt of
representations and submissions by each Party; (iv) the Mediator's recommendation shall
not be binding upon the Parties, but would become binding upon the Parties if voluntarily
accepted by both Parties in writing; and (v) the fees of the Mediator shall be paid equally
by the Parties. Following receipt by the Parties of the recommendations made by the
Mediator, the Parties shall have ten (10)days, or such longer period as may be mutually
agreed by the Parties, to accept said recommendation or a mutually acceptable
alternative. Submission of the dispute to the Mediator shall be deemed by the Parties to
toll the applicable statute of limitations until the mediation process is concluded.
ARTICLE X
MISCELLANEOUS
10.1 Applicable Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Colorado.
10.2 No Joint Venture or Partnershi.. No form of joint venture or partnership exists between
the Town and the Owner, and nothing contained in this Agreement shall be construed as
making the Town and the Owner joint venturers or partners.
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10.3 Applicability of Avon Municipal Code. All matters not covered by this Agreement are
controlled by the Code to the extent applicable. This Agreement does not prevent the
Town from imposing additional requirements not inconsistent with this Agreement as
conditions for approval of a subdivision or the granting of a building permit.
10.4 Waiver. No waiver of one or more of the terms of this Agreement shall be effective
unless in writing. No waiver of any provision of this Agreement in any instance shall
constitute a waiver of such provision in other instances.
10.5 Severability. If any term, provision, covenant, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid, void,or unenforceable,the remaining
provisions of this Agreement shall continue in full force and effect so long at the intent of
this Agreement is not frustrated.
10.6 Notices. Any notice or communication required or permitted under the terms of this
Agreement shall be in writing, may be given by the Parties hereto or such Party's
respective legal counsel, and shall be deemed given and received (i) when hand delivered
to the intended recipient(s), by whatever means; (ii)three(3)business days after the same
is deposited in the United States Mail, with adequate postage prepaid, and sent by
registered or certified mail, with return receipt requested; (iii)one (1)business day after
the same is deposited with an overnight courier service of national reputation having a
delivery area encompassing the address of the intended recipient, with the delivery
charges prepaid; or(iv)when received via electronic mail to intended recipient's
electronic mail address, provided below. Any notice shall be delivered, mailed,or sent, as
the case may be, to the appropriate address set forth below:
If to Town: Town of Avon
Attention: Town Manager
P.O. Box 975
Avon, Colorado 81620
Telephone: 970-748-4004
Email: townmanamen' 'avon.org
And: Town of Avon
Attention: Town Attorney
P.O. Box 975
Avon, Colorado 81620
Telephone: 970-748-4001
Email: townattomey ,avon.org
If to Owner: Lot 3 Mountain Vista LLC
730 17th St., Suite 108
Denver, Colorado 80202
Attention: Abraham Juan Marcos Garza& Daniel Wolf
Telephone: 720-946-3923
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Email: abraham;rgrupodenimusa.com &
dan@grupodenimusa.com
And: Avon Investor, LLC
do Copford Capital Management, LLC
4949 S.Niagara St., Suite 300
Denver, Colorado 80237
Attention: Navin C. Dimond
Telephone: 303-785-3100
Email: ndimond@sbcos.com
With a copy to: Otten Johnson Robinson Neff& Ragonetti
950 17th St., Suite 1600
Denver, Colorado 80202
Attention: Howard J. Pollack
Telephone: 303-575-7515
Email: hollack; ottenjohnsoncom
Each Party may change its addresses and/or email addresses for notices pursuant to a
written notice that is given in accordance with the terms hereof. As used herein,the term
"business day" shall mean any day other than a Saturday, a Sunday or a legal holiday
for which U.S. Mail service is not provided. Whenever any date or the expiration of
any period specified under this Agreement falls on a day other than a business day,
then such date or period shall be deemed extended to the next succeeding business day
thereafter.
10.7 Amendment of Agreement. For the purpose of any amendment to this Agreement,
"Owner" shall mean only the Owner as defined herein and those parties, if any, who have
specifically been granted, in writing by the Owner, the power to enter into such
amendments. No amendment to this Agreement shall be valid unless signed in writing by
Owner and Town.
10.8 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the
successors in interest or the legal representatives of the Parties hereto. The Owner shall
have the right to assign or transfer all or any portion of its interests, rights or obligations
under this Agreement to an entity or entities formed for the purpose of developing the
Property which are managed by an affiliate of the Owner and comprised of affiliates of
the Owner. Further, the Owner shall have the right to assign or transfer all or any portion
of its interests, rights or obligations under this Agreement to third parties acquiring an
interest or estate in the Property, including, but not limited to, purchasers or long-term
ground lessees of individual lots, parcels,or of any improvements now or hereafter
located within the Property. Notwithstanding the forgoing, any assignee shall fully
assume in writing all obligations of the Owner assigned to such assignee and Owner must
obtain the Town's written consent to such assignment, which consent will not be
unreasonably withheld or delayed if the Owner has reasonably demonstrated to the Town
Development Agreement:Lot 3 Mountain Vista,LLC-Town of Avon
March 26,2024
Page12of14
202404276
that the assignee has the financial capability to perform the obligations under this
Agreement so assigned. Nothing in this Section shall be deemed to limit or in any way
restrict the sale or other conveyance of property within the Property.
10.9 Counterparts. This Agreement shall be executed in multiple counterparts,each of which
shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Any electronically delivered counterparts shall have the same force
and effect as an "ink-signed"original.
10.10 No Waiver of Governmental Immunity.Nothing in this Agreement shall be construed to
waive, limit,or otherwise modify any governmental immunity that may be available by
law to the Town, its officials, employees, contractors, or agents, or any other person
acting on behalf of the Town and, in particular, governmental immunity afforded or
available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part
1 of the Colorado Revised Statutes..
IN WITNESS WHEREOF, the Owner and the Town have executed this Agreement as of the
date first written above.
TOWN OF AVON:
2-
By: ATTEST:
Am Phillips, a r Miguel Ja gui Casanueva
APPROVED FORM:
Nina Williams, n Attorney
Development Agreement:Lot 3 Mountain Vista,LLC-Town of Avon
March 26,2024
Page 13 of 14
202404276
OWNER:
LOT 3 MOUNTAIN VISTA LLC,a Colorado limited liability company
By: GD-SB Avon LLC.a Delaware limited liability company, its Manager
By: SBCO Investment Manager, LLC, a Colorado limited liability company.
Manager
2 1
By: / ,
Navin C. D. end, Ma ;:-r
By: GD Manager LLC, a Colorado limited liability company, Manager
By:
Daniel 1 Wolf, Manager
•
Acknowledged before me this,ic day of y , 2024, by Navin C. Dimond, as
Manager of SBCO Investment Manager, LLC, a Cfolora o limited liability company, which is the
co-manager of GD-SB Avon LLC, a Delaware limited liability company,the Manager of Lot 3
Mountain Vista LLC,a Colorado limited liability company on behalf of the limited liability
company.
ALLISON SMITH
My commission expires: .„16.i! )0,2 C NOTARY PUBLJC
STATE OF COLORADO
NOTARY ID 20214041321
MY COMMISSION EXPIRES OCTOBER 19,2025
otary Public
fitS Acknowledged before me this day of , 2024, by Daniel I. Wolf, as
Manager of GD Manager LLC, a Colorado limi -il liability company, which is the co-manager of
GD-SB Avon LLC, a Delaware limited liability company, the Manager of Lot 3 Mountain
Vista LLC, a Colorado limited liability company, on behalf of the limited liability company.
SI
My commission expires: ,/7
KELL'E ANNE OFFENHEISER
Notary Public
State of Colorado
Notary ID#20104028897
iotay Public My Commission Expires 05-19-2027
W.-Ms I
202404276
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