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HomeMy WebLinkAboutFile Documents.200 S Aspen St.0007.2017 (25).ACBK DEVELOPMENT ACREEMENT FOR THE HOTEL LENADO THIS DEVELOPMENT AGREEMENT (this "Agreement") dated as of January if, 2017 (the "Effective Date"). is made by and between DCBD2. LLC. a Delaware limited liability company ("Developer")and the CITY OF ASPEN. COLORADO (the"City"). RECITALS • WHEREAS Developer intends to develop that real property situated in the City of Aspen, Colorado described as Block 75.Lots A.through C.and commonly known as 200 S.Aspen Street. City of Aspen Development(the"Property"): WHEREAS the Developer received approval from the Planning and Zoning Commission for Growth Management and Conceptual Commercial Design Review on November 17. 2015 via Resolution No.20(Series 2015):and WHEREAS. on March 15, 2016. the Planning and Zoning Commission reconsidered its approvals granted by Resolution No. 20 (Series 2015) and reaffirmed the approvals in the Resolution with minor changes to the Conceptual Commercial Design:and WHEREAS. on October 18, 2016. the Planning and Zoning Commission granted Final Commercial Design Review as specified and approved in Resolution No. 9(Series 2016): and WHEREAS,on January 10.2017.the City Council adopted Resolution No.4(Series 2017) revoking any and all condominium declarations,maps.and plats associated with the Property such that the Property is no longer condorniniumized or subject to either a Condominium Declaration or Condominium-Plat: and WHEREAS, on January 10, 2017, the City Council further approved the Revocation of Condominium Declaration and the Statement of Exception for 200 S. Aspen Street. Commonly Known as the Hotel I,enado. which Revocation ocxnents are recorded in the real property records of Pitkin County at Reception Nos. 6.55 lb and 6355' g1 6 : and WHEREAS. on January 10. 2017.. the City Council approved the Restated Covenants, Conditions and Restrictions for the Ho el Lenado as recorded in the real property records of Pitkin County at Reception No. 5 : and WHEREAS Aspen's Land Use Code (the "Code") requires the execution of"development agreements" by the City and the execution of this Agreement is contemplated by Resolution No. 9 (Series of 2016): NOW. THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration the sufficiency of which is hereby acknowledged. the parties agree as follows: Page I of 12 IIIIIl111lll1ulll1MMll1IIIIIIIIIII111li1Illllli 1111111111111111111 RECEPTION#: 635897, R: $68.00, D: $0.00 DOC CODE:AGREEMENT • Pg 1 of 12.02/06/2017 at 09:34:31 AM Janice K. Vos Caudill, Pitkin County, CO 3 RECEPTION#:635897, 02/06/2017 at 09:34:31 AM, Pgs 2 of 12,Janice K.Vos Caudill, Pitkin County,CO ARTICLE I PURPOSE AND EFFECT OF DEVELOPMENT AGREEMENT 1.1 Purpose. The purpose of this Agreement is to set forth the complete and comprehensive understanding and agreement of the parties with respect to the development of the Hotel Lenado and to enumerate or incorporate by reference all terms and conditions under which such development may occur. 1.2 Effect. The parties acknowledge and agree that this Agreement shall be considered a "Development Agreement" as that term is used in C.R.S. § 24-68-104(2). It is the intention of the parties that this Agreement shall effectively supersede and extinguish in their entirety all previously- recorded subdivision, condominiumization and other agreements encumbering or affecting the Property including, without limitation, those matters identified in Article I1 below (collectively the "Prior Approvals and Instruments"), and the City and Developer agree to cooperate in the execution and recording of such documents as may be necessary or appropriate to accomplish the vacation and/or termination of said Prior Approvals and Instruments. In the event there is a conflict between this agreement and any Resolution passed by the City,the resolution supersedes. ARTICLE II ZONING AND REGULATORY APPROVALS 2.1 Land Use Approvals. The City has granted the following land use approvals for the Property(the"Approvals"): a. Growth Management Review— Lodge Development, pursuant to Land Use Code Chapter 26.470: b. Growth Management Review — New Free Market Residential Units, pursuant to Land Use Code Chapter 26.470; e. Growth Management Review—Affordable housing. pursuant to Land Use Code Chapter 26.470: d. Growth Management Review — Demolition or redevelopment of multi-family housing pursuant to Land Use Code Chapter 26.470: e. Conceptual Commercial Design Review, pursuant to Land Use Code Chapter 26.412; and f. Final Commercial Design Review.pursuant to Resolution No. 9(Series 2016). Pursuant to C.R.S. §24-68-102.5.the foregoing Code citations reference and are governed by the duly adopted laws and regulations of the City of Aspen and its Land Use Code in effect as of February 2, 2015 when the application for the Hotel Lenado Project was deemed complete. Page 2of12 RECEPTION#:635897, 0210612017 at 09:34:31 AM, Pgs 3 of 12,Janice K.Vos Caudill,Pitkin County, CO 2.2 Incorporation of Approvals. The provisions of Resolution No. 20 (Series 2015), Resolution No. 9(Series 2016).and Resolution No.4 (Series 2017)are incorporated herein and made a part of this Agreement by reference. 2.3 Prior Approvals and Instruments. In furtherance of and to effectuate the Approvals, the City and Developer intend to. and have executed documents revoking and/or superseding,certain prior approvals and instruments previously recorded and/or executed which the parties desire to vacate in their entirety. including: a. Condominium Declaration for The Hotel Lenado Condominiums in the real property records of the Pitkin County Clerk and Recorder in Book 445 at Page 814 (the"1983 Condominium Declaration"); b. Statement of Exception from Full Subdivision Process for the Purpose of Condominiumization of The Hotel Lenado Condominiums ("Statement of Exception-) was recorded on May 26, 1983 in 445 at Page 811 of the real property records of the Pitkin County Clerk and Recorder: c. Revocation of Condominium Declaration dated February 29, 1984 executed (but not recorded) between the City of Aspen and LongRun Associates: d. Declaration of Grants, Covenants. Conditions and Restrictions for Establishing a Plan for Condominium Ownership for Hotel Lenado Condominiums dated February 29, 1984 executed (but not recorded) between the City of Aspen and LongRun Associates; • ARTICLE III DEVELOPMENT REQUIREMENTS AND RESTRICTIONS 3.1 Components of the Project. The various components and elements of the approved development Project for the Hotel Lenado, referred to herein as the Hotel Lenado Project. are described in detail in Resolution No. 20 (Series 2015) and Resolution No. 9 (Series 2016). Such descriptions,which are incorporated herein by reference.generally include the following: a. A multi-story mixed use building containing 4 lodge units and 9 keys. h_ 2 free market residential units; %. c. 2 affordable housing units; and d. 9 off street parking spaces: and e. Approximately 22 15.5 square feet of ground floor public amenity spaces. 3.2 Construction in Accordance with Plans. Construction of the Hotel Lenado Project.and all of its component parts. shall he accomplished in substantial compliance with the Approvals. Page 3 of 12 RECEPTION#: 635897, 0210612017 at 09:34:31 AM,Pgs 4 of 12,Janice K.Vos Caudill, Pitkin County,CO • together with all architectural plans, elevations. utility plans. grading and drainage plans. site design plans.and landscape plans that were presented to and reviewed by the City(the"Plan Set").This Plan Set is recorded with the Pitkin County Clerk and Recorder at Reception No. .The Plan Set's purpose is to provide an accurate representation of the approvals granted by the City of Aspen: however, all final details including but not limited to engineering or dimensional standards shall be confirmed and approved during the building permit application review. The Hotel Lenado Project • shall be deemed to have substantially complied with the Plan Set with respect to all or any portion of said Project upon issuance of a Certificate of Occupancy by the City for all or any portion thereof. 3.3. Construction Management Plan. All construction activities on the Property shall comply with the Developer's Construction Management Plan. The Plan shall be submitted to the City Engineer in conjunction with the Building Permit Application for the Project. The Plan must include a description of the sequence and phasing of construction designed to minimize construction impacts to the public. The Plan shall describe,at a minimum,management of parking.staging,encroachments. truck and construction traffic during peak traffic hours and seasonal periods.noise, dust, erosion and 1 sediment pollution,and emergency access during construction. ARTICLE IV FINANCIAL ASSURANCES AND PERFORMANCE BONDS 4.1 Financial Assurances. Before the issuance of a Building Permit for any portion of the Hotel Lenado Project,the Developer shall provide the Community Development Director and the City Attorney, for their review and approval, not to be unreasonably withheld, satisfactory evidence that Developer has in place sufficient financing to accomplish and complete the construction of the approved elements and components of the Project, together with any and all public improvements or amenities which arc required to be completed in connection with construction of the Hotel Lenado Project. The required financing for construction may include, without limitation, a construction loan from an institutional lender or lenders and/or equity capital investment from DCBD2. LLC or third party investors. Developer shall provide cost estimates for all improvements and construction described in its building permit application, which shall be prepared by the contractor undertaking such work. In addition. Developer at the time of issuance of the Building Permit shall provide the Community Development Director and the City Attorney. for their review and approval. not to be unreasonably withheld, Letters of Credit (other acceptable guarantee) securing the underlying performance and obligations as described with more specificity in Sections 4.2 — 4.5 below. An escrow agreement shall outline the procedure for the release of the guarantees and be finalized prior to issuance of a building permit. 4.2 Site Protection Guarantee. Prior to the issuance of a building permit for the Hotel Lenado Project.the Developer shall provide to the City an irrevocable letter of'credit from a financially responsible lender in a form reasonably acceptable to the City Attorney and the City Manager pledging the sum of Two Hundred Fifty Thousand Dollars($250.000.00)as a site protection guarantee securing recovery of the Property and surrounding grounds to a sate condition in the event of a work stoppage. The Letter of Credit shall recite as tiillows: Page 4 of 12 RECEPTION#: 635897,02106/2017 at 09:34:31 AM,Pgs 5 of 12,Janice K.Vos Caudill, Pitkin County,CO In the event construction work on the Hotel Lenado Project shall cease for sixty (60) days or longer("work stoppage") without a cure of such work stoppage after fifteen (15) days notice by the City and such work stoppage not being a result of any event of force majeure,prior to a final inspection by the City of the work authorized by the Foundation/Structural Frame Permit on the Project,then the City in its discretion may draw upon the Letter of Credit from time to time as needed for purposes of protecting and securing the Project site and improvements from damage by the elements and/or from trespass by unauthorized persons. and for purposes of improving the Project site to a safe condition such that it does not become an attractive nuisance or otherwise pose a threat to neighbors or other persons.The Letter of Credit or any remaining balance thereof shall be released to the Applicant upon completion by the City of a final inspection of the work authorized by the Foundation/Structural Frame Permit on the Project. The Letter of Credit including all unused funds secured thereunder shall be released to Developer upon substantial completion of the Project to a"dried in-condition. 4.3 Site Enhancement Guarantee. Prior to the issuance of a building permit for the Hotel I.enado Project.the Developer shall provide to the City an irrevocable letter of credit from a financially responsible lender in a form reasonably acceptable to the City Attorney and the City Manager pledging the sum of Two Hundred Fifty Thousand Dollars ($250.000.00) as a site enhancement guarantee securing recovery of the site and surrounding grounds to a visually acceptable condition and for the installation of public improvements on or adjacent to the Project site in a safe condition in the event of a work stoppage. The Letter of Credit shall recite as follows: in the event construction work on the Hotel Lenado Project shall cease for ninety(90)days or longer("work stoppage") without a cure of such work stoppage after fifteen(15) days notice bythe City and such work stoppage not beinga result of anyevent of force ma eure,prior to a j final inspection by the City of the work authorized by any permit or phase of permit for the Hotel Lenado Project.then the City in its discretion may draw upon the Letter of Credit from time to time as needed for purposes of improving the appearance of any construction already completed on or adjacent to the project site and for installing any public improvements on or adjacent to the project site. The City shall have sole discretion with respect to the manner of improving the appearance of construction work in progress as well as determining the public improvements to be installed. The Letter of Credit or any remaining balance thereof shall be released to the Applicant upon completion by the City of a final inspection or issuance of a Certificate of Occupancy for the project. or upon such earlier date as may be agreed to by the City. 4.4 Landscape Guarantee. Developer shall complete the landscaping of the Hotel Lenado Project in accordance with the Final Landscape Plan no later than six(6)months following the issuance of a Certificate of Occupancy. Developer shall be responsible for ensuring the success of all landscaping installed pursuant to the Final Landscape Plan for a period of two(2)years following the date of installation and shall replace any landscaping that fails during such two year period. Before a Building Permit is issued.Developer shall provide the City Engineering Department and the City Parks Department with a cost estimate for the proposed landscaping improvements prepared by a landscaping contractor licensed in the State of Colorado. and the Engineering Department shall approve the cost estimate. In order to ensure construction and installation of the landscaping Page 5 of 12 I, RECEPTION#: 635897, 0210612017 at 09:34:31 AM,Pgs 6 of 12,Janice K. Vos Caudill, Pitkin County, CO improvements,and to guarantee 150 percent of the approved estimated cost thereof. Developer shall provide to the City an irrevocable letter of credit from a financially responsible lender in a form reasonably acceptable to the City Attorney and the City Manager granting the City the unconditional right, upon default by Developer. to draw funds as necessary and upon demand to partially or fully complete the landscaping. 4.5 Public Facilities and Infrastructure Guarantee Developer shall complete the public . facilities and infrastructure of the Hotel Lenado Project in accordance with the Engineering plans prior to issuance of a Certificate of Occupancy. Before a Building Permit is issued.Developer shall provide the City Engineering Department with a cost estimate for the public facilities and infrastructure components of the Project. In order to ensure timely completion of the public facilities and infrastructure components of the Project.and to guarantee ISO percent of the approved estimated cost thereof, Developer shall provide to the City an irrevocable letter of credit from a financially responsible lender in a form reasonably acceptable to the City Attorney and the City Manager granting the City the unconditional right. upon default by Developer, to draw funds as necessary and upon demand to partially or fully complete the public facilities and infrastructure components of the Project. ARTICLE V VESTED RIGIITS 5.1 Developer's Vested Rights. As set forth in the Approvals,the Property has obtained Site Specific Development Plan approval as that term is defined and used in C.R.S. § 24-68-101 el seq. The City and Developer agree that all rights of Developer granted, recognized and confirmed in the Approvals constitute"Vested Property Rights",as such term is defined in the Code. Unless expressly provided to the contrary in any subsequent approval. modification or amendment, all modifications and amendments to the Resolutions or any other Approval, agreements or material related to the development of the Property shall become part of the Vested Property Rights recognized hereunder automatically upon Approval and execution by the City and such vesting shall last throughout the term of the Vested Property Rights. (a) The City shall not enforce against Developer any zoning, land use;or other legal, administrative rule, regulation, ordinance, resolution or requirement that does not apply to the Property as of January 9. 2017. or otherwise take any other action that would directly or indirectly have the effect of impairing. preventing. diminishing, imposing a moratorium on development, or otherwise delaying the development or use of the Property in accordance with this Agreement. City resolutions.or records of decision specifically applicable to the Property. (b) Notwithstanding the foregoing. the Vested Property Rights recognized herein shall not exempt Developer from requirements for building permits.other necessary permits or other approvals required subsequent to the approval of the development of the Property (as required by the Code in effect as of January 9. 2017). The establishment of the Vested Property Rights shall not preclude the application of the requirements of the building code.green building code, fire code, plumbing code. electrical code. the mechanical code or of any regulations specifically adopted to correct or mitigate natural or man-made hazards on'or in the immediate vicinity of the Property. which hazards could not reasonably have been discovered at the time the Ordinance and any related City resolutions or records of'decision specifically applicable to the Page 6of12 RECEPTION#;635897,02/06/2017 at 09:34:31 AM, Pgs 7 of 12,Janice K. Vos Caudill, Pitkin County,CO Property were approved, all as more particularly described in Section 24-68-105 of the Colorado Revised Statutes. (c) The establishment of a vested propert► right shall not preclude the application of ordinances or regulations which arc general in nature and arc applicable to all property subject to land use regulation by a local government. including. but not limited to. building, lire. plumbing.electrical. and mechanical codes. 5.2 Duration. Developer's vested rights shall expire after three years.on January 9. 2020. 5.3 Termination of Vested Property Rights. Notwithstanding the foregoing, the Vested Property Rights granted under this Agreement will not be automatically extended but will automatically terminate if the Developer is subject to an Event of Nonperformance as to any of such tasks or work described are not performed on or before the applicable deadline(s), or any event of Default, and in such event the termination of the Vested Property Rights granted under Article I of this Agreement is not a compensable taking and such termination is specifically agreed to not be a compensable taking. but rather an agreed upon consequence of non-performance by the applicable deadline(s). ARTICLE VI DISPUTE RESOLUTION 6.1 Default and Cure. In the event that the City determines that Developer is not acting in substantial compliance with the terms of this Agreement, the City shall notify Developer in writing.specifying the alleged non-compliance and demanding that Developer remedy the alleged non-compliance within such reasonable time that the City may determine,but not less than 30 days. If the City determines that Developer has not complied within such time. the City may issue and serve upon Developer a written order specifying the alleged non compliance and requiring Developer to remedy the same within 30 days. Within twenty(20)days of the receipt of such order, Developer may file with the City either a notice advising the City that it is in compliance or a written petition requesting a hearing to determine any one or both of the following matters: a. Whether the alleged non compliance exists or did exist. or b. Whether a variance. extension of time or amendment to this Agreement should be granted with respect to any non compliance which is determined to exist. Upon receipt of such petition, the City shall promptly schedule a hearing before the City Council which hearing shall be conducted pursuant to standard parliamentary procedures of the Council. • 4.1 Third Party Challenges. In the event of any Legal Challenge by a third party to the validity or enforceability of any provision of this Agreement. the Parties will cooperate in the defense of such challenge. but will bear their own costs and attorneys" fees. Unless otherwise • provided herein. during the pendency of any such Legal Challenge, the Parties will abide by and carry out all of the terms of this Agreement. unless otherwise ordered by a court of competent jurisdiction. Page 7 of 12 RECEPTION#: 635897,02106/2017 at 09:34:31 AM,Pgs 8 of 12,Janice K.Vos Caudill, Pitkin County,CO 4.2 Attorney Fees. Notwithstanding anything to the contrary contained in this Agreement, if either party institutes legal proceedings against the other with respect to this Agreement. the non- prevailing party shall pay to the prevailing party an amount equal to all attorneys' fees and disbursements and all other costs and expenses incurred by the prevailing party in connection therewith,including,without limitation,the fees and disbursements of any attorneys. accountants,engineers,appraisers or other professionals engaged by the prevailing party.whether incurred before or at trial, on appeal. in bankruptcy or in post judgment collection. ARTICLE VII MISCELLANEOUS 7.1 Entire Agreement. This Agreement contains the entire agreement between the Parties • and no statement. promise or inducement made by either Party or the agent of either Party that is not contained in this Agreement will be valid or binding. 7.2 Binding Effect.This Agreement shall be binding upon the parties and shall inure to the benefit of each party's successors and assigns. as designated by a written assignment recorded in the Pitkin County Clerk and Recorder's Office. 7.3 Amendment of this Agreement. This Agreement may he amended, terminated or • superceded only by mutual consent in writing of the Parties, following the Town's public notice and public hearing procedures required for approval of this Agreement. No consent of any third party will be required for the negotiation and execution of any such amendment. This Agreement may not be terminated,modified or amended. nor may waivers hereunder be granted.except in writing and only with the consent and approval of Developer and the City. 7.4 Burden and Benefits. Each of the benefits, burdens. terms. covenants, agreements and conditions of this Agreement shall be construed as covenants running with the land benefiting and burdening the Property or any applicable portion thereof and it is the intent of the parties that such benefits, burdens, terms, covenants, agreements and conditions touch and concern such property. 7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 7.6 Scope of Agreement. The rights granted to Developer by this Agreement are in addition to any other right held by Developer under applicable law. 7.7 Severability. If any provision of this Agreement shall he invalid, illegal, void or unenforceable, it shall not affect or impair the validity, legality or enforceability of this Agreement or any other provision hereof, and a court shall enforce this Agreement to the maximum extent legally possible -to give effect as nearly as possible to the original intent of the City and Developer as expressed in this Agreement. if any provision of this Agreement is invalid. illegal. void or unenforceable not in its entirety but as applied to a particular act, thing or circumstance. such provision shall not affect or impair the validity, legality or enforceability of this Agreement or any Page 8 of 12 RECEPTION#: 635897,0210612017 at 09:34:31 AM, Pgs 9 of 12,Janice K.Vos Caudill, Pitkin County,CO provision hereof as applied to any other act, thing or circumstance, and a court shall apply such provision and enforce this Agreement to the maximum extent legally possible to give effect as nearly as possible to the original intent of the City and Developer as expressed in this Agreement. 7.8 No Third Party Beneficiaries/Third Party Agreements. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon, or to give to, any legal person other than the Parties, any right, remedy, or claim under or by reason of this Agreement or any covenants,terms,conditions,or provisions thereof,and all of the covenants, terms,conditions,and provisions in this Agreement by and on behalf of the Parties will be for the sole and exclusive benefit of the Parties. Nothing in this Agreement is intended to interfere with the agreements of the Parties with third parties. 7.9 Further Assurances. Each Party will execute and deliver such documents or instruments and take such action as may be reasonably requested by the other Party to confirm or clarify the intent of the provision hereof and to effectuate the agreements herein contained and the intent hereof. 7.10 Notices. Any notice to he given to Developer or the City under this Agreement shall be given by registered or certified mail, overnight courier. teiecopy,telegram or hand delivered to the address of the party to whom notice is being given. Any notice sent by registered or certified mail will be deemed to have been received three business days following the date of mailing. Any notice sent by overnight courier will be deemed to have been received one business day following the date of delivery to the overnight courier. Either party may change its address for notice by advising the other party in writing of such change,and until the other party is so advised, it will be • entitled to continue sending notices to the last address it is advised of in writing: If to the City: City of Aspen City Attorney's Office 130 S. Galena Street Aspen,Colorado 81611 Attention: City Manager If to Developer: DCBD2. LLC Attention: Chris Madigan 2100 Ross Avenue. Suite 800 Dallas,Texas 75201 With a copy to: Peter W Thomas,Esq. 39 Boomerang Rd. Ste 8130 • Aspen.Colorado 81611 7.11 Recording. Developer and the City each shall have the right to record this Agreement in the records of the office of the Clerk and Recorder of Pitkin County,Colorado. 7.12 Captions and Titles. All captions and titles of headings of Articles and Sections in this Agreement are for the purpose of reference and convenience and are not to be deemed to limit, modify or otherwise affect any of the provisions hereof or to be used in determining the intent or Page 9 of 12 RECEPTION#:635897,0210612017 at 09:34:31 AM,Pgs 10 of 12,Janice K. Vos Caudill, PEtkin County,CO { context thereof. 7.13 Exhibits. All exhibits to this Agreement will be incorporated herein and deemed a part of this Agreement. In the event of any conflict between a term,condition or provision of this Agreement and a provision of the City's Municipal Code.the terms of this Agreement shall control. (Remainder of Page Intentionally Left Blank) ISKINA I l'RES C()NTINUE ON I'()I.I.OWING PAGES I 773 } Page I of 12 } RECEPTION#.635897,02106/2017 at 09:34:31 AM,Pgs 11 of 12,Janice K.Vos Caudill, Pitkin County,CO [N WITNESS WHEREOF. the parties have caused this Development Agreement to be signed on the date set forth below to be effective as of the date written above. CITY OF SPLN Name: St. e Barwick 1 itle: ('its Manager Date: - ' /7 APPROVED AS TO FORM: Andrea lirvan. Assistant C'it' Attorney _ ' E STATE OF COLORADO } ss. COUNTY OF PITKIN The foregoing instrument was acknowle j •ed bel re me this 2..Kei day of 4lrutxfti , 2017. by gkeiikt4 •' ' •s et of the City of Aspen. Colorado. WITNESS MY HAND AND OFFICIAL SEA[.. My commission expires: - rie-ejt,U'Mil SCi/V\-. TARA L. NELSON NOTARY PUBLIC Notary Public STATE OF COLORADO NOTARY ID 20014030017 MY COMMISSION EXPIRES 09/2512017 it } Page 11 of 1 RECEPTION#:635897,02/0612017 at 09:34:31 AM, Pgs 12 of 12,Janice K.Vos Caudill, Pitkin County,CO WTTNESSEREOI',d1e pies have caused Develop nt Agreement to be signed o n the date set forth below tot be effective as of the dthisate written amebove• DEVELOPER: DCBD2,LLC, a Texas limited liability company By: Name: 1 DuNflot�t Title: M R '1 Ni t' MFti1(3ER STATE OF COLORADO ) )ss• COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this 11111 day of "Ian u0.vy .2017,biRrn r&odis M�'^ of DCBD2,LLC,a Texas limited liability company. WITNESS MY HAND AND OFFICIAL SEAL. My commission expires: LA l 14) 201 S Notary Public SARAH ELIZAIEIH FLtUh6E Noiory Pubflo.Stole of rexae My Commission Expires January 14,2018 Page 12 of 12 E{i Et