270 Legal [Sample Agreements]

DEVELOPMENT AGREEMENT

This Development Agreement (“Agreement”) is made to be effective as of the 10th day of May, 2007, by and between BEHRINGER HARVARD CORDILLERA, LLC, a Delaware limited liability company (“Owner”), and TP CORDILLERA LLC, a Delaware limited liability company (“Developer”), as follows:

ARTICLE 1

PURPOSE

A. Owner is the owner of certain property in Eagle County, Colorado commonly known as The Lodge and Spa at Cordillera located on the land (the “Land”) described in Exhibit A attached hereto and made a part hereof, which property is currently comprised of a 56 room lodge, approximately 20,000 square feet of spa/fitness center space, approximately 3000 square feet of meeting/banquet space, 2 restaurants and a ski in/ski out condo at the Strawberry Park Beaver Creek lift (the “Buildings”).

B. Developer and Owner desire to enter into this Agreement to provide the terms and conditions upon which Owner will retain Developer to renovate the Buildings and related improvements (the “Project”) located on the Land (herein defined).

NOW THEREFORE, for and in consideration of the premises, the mutual promises and agreements set forth herein and Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

ARTICLE 2

APPOINTMENT AND DEVELOPMENT

Section 2.1 Appointment of Developer as Developer. Owner hereby appoints Developer as its independent contractor to perform, and delegates to Developer the right and obligation to supervise, manage and carry out, on behalf and for the account of Owner, all planning, development and construction management services for the Project on the Land, as required by, and subject to, the terms and conditions of this Agreement, as well as the preparation of the Final Development Plan, Final Development Budget and Final Project Schedule (as each such term is defined below) and all items related thereto.

Section 2.2 Acceptance by Developer. Developer accepts such appointment and agrees to perform such services on behalf of and for the account of Owner as required by, and subject to, the terms and conditions of this Agreement, and agrees to perform such additional duties and responsibilities as are customarily and reasonably within the scope of such services and are reasonably designated from time to time by Owner. Developer agrees to use commercially reasonable efforts in the performance of its duties hereunder, which performance in all respects and at all times shall be carried out to the same extent and with the same degree of care and quality as the Developer would exercise in the conduct of its own affairs if the Developer were the owner of the Project. Developer agrees to apply prudent and reasonable business practices in the performance of its duties hereunder and shall exercise that degree of skill, competence, quality and professional care rendered by the leading and most reputable companies performing the same or similar type services for first-class quality hotel and spa projects in the Vail, Colorado area. Developer will not subcontract any of its services to any other entity or person without first obtaining Owner’s prior written consent. Subject to the other provisions of this Agreement, Developer, on behalf of Owner, shall manage and coordinate the development of the Project in accordance with the Final Development Plan, Final Development Budget and Final Project Schedule (as each such term is defined below) in a good and workmanlike manner and in accordance with the standards of professional care applicable to such services.
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