Sugar Loaf Valley Eco-Resort Joint Venture Development and Management Agreement

This Development and Management Agreement (“Agreement”) is made and entered into as of Monday, July 29th, 2024 (“Effective Date”), by and between Jacob Lill (“Developer/Manager”) and Sugar Loaf Valley Farms, LLC (“Resort”), collectively referred to as the “Parties.”


Recitals

WHEREAS, the Resort is the owner of a 575-acre farm in Boulder, Utah, and seeks to develop and manage it as an eco-resort that blends high-value hospitality with adventure and sustainability;

WHEREAS, Developer/Manager has the expertise and experience in developing and managing eco-resorts, including creating multifaceted guest experiences, and has successfully managed many rental assets nationwide;

WHEREAS, the Parties desire to enter into this Agreement to outline the terms and conditions under which Developer/Manager will develop and manage the Sugar Loaf Experiential Eco-Resort (“Project”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:


1. Definitions

  • Gross Revenue: Total income generated from bookings before any deductions.
  • Net Revenue: Gross Revenue minus expenses directly related to generating that revenue.
  • Events and Retreats: Organized activities and gatherings designed to attract guests.
  • Guest Add-ons: Additional services or products offered to guests for an extra fee.
  • Experiences: Unique activities or events created to enhance guest stays.
  • Management Fee: The fee paid to the Developer/Manager for overseeing the resort’s operations.

2. Scope of Work

2.1 Development

Developer/Manager will oversee the transformation of the 575-acre farm into a premier eco-resort, including but not limited to:

  • Enhancing the appeal and profitability of existing structures (ranch house, guest house, trailers, workshops).
  • Setting up premium glamping and geodome experiences.
  • Developing a compelling brand identity and storytelling.
  • Develop marketing strategies.
  • Creating a modern, user-friendly website with integrated booking and management technologies.
  • Creating a unique and enticing guest offering that is high value and highly profitable.
  • Implementing a farm-to-table dining experience.
  • Establishing rental processes, technologies, and optimizing guest programs.
  • Developing revenue models and strategies to best achieve goals.
  • Conducting full market and competitor analysis.
  • Developing gift shop and guest add-on program.
  • Creating an eco-focused plan for fast and responsible growth.
  • Creating a nonprofit or community group to foster strong local relationships and address community needs.

2.2 Management

Developer/Manager will manage the day-to-day operations of the resort, including but not limited to:

  • Overseeing bookings and guest services.
  • Overseeing and training of staff and independent contractors.
  • Conducting regular meetings and providing reports, accurate accounting, and forecasting.
  • Collaborating with local businesses, artists, and vendors.
  • Conducting continuous market research and refining strategies regularly.
  • Developing and managing adventure, experiences, and event programs.
  • Overseeing maintenance and improvement.
  • Overseeing retail and wholesale operations.
  • Overseeing marketing and branding.

3. Compensation and Payment Terms

3.1 Management Fee

Jacob Lill shall receive 20% of the Gross Revenue from all bookings. Payments shall be made monthly.


3.2 Events and Retreats

Jacob Lill shall receive 50% of the Net Revenue from all created events and retreats.

Jacob Lill shall receive 20% of the Gross Revenue for management of events and retreats.

Production and equipment rental costs will be covered on a case-by-case basis with the net profits being split 50/50.


3.3 Guest Add-ons

Jacob Lill shall receive 20% of the Net Revenue from all guest add-ons.


3.4 Food Program

Jacob Lill shall receive 20% of the Net Revenue from the guest food program.


3.5 Experiences

Jacob Lill shall receive 50% of the Net Revenue from all experiences.


3.6 Glamping and Rental Assets Owned by Jacob Lill

Revenue from glamping and any rental assets personally owned by Jacob Lill shall be split 50/50, with the managing party receiving an additional 20% of the gross revenue.


3.7 Upfront Payment

Jacob Lill shall receive an upfront payment of $20,000 upon signing this Contract.


3.8 Onsite Housing

Jacob Lill and his partner, Aria, shall be provided with sufficient housing onsite at no cost. The housing shall include necessary amenities such as plumbing, electrical, air conditioning, heat, privacy, and a kitchen.


3.9 Parcel of Land

Jacob Lill shall receive a parcel of land to build a home.


3.10 Ownership

After three years of successful leadership, Jacob Lill shall receive 4.9% ownership in the total farm/land project.


3.11 Investment Commission

Jacob Lill shall receive a 5% commission on any investment he brings to the Sugarloaf Valley Farms.


3.12 Revenue Share

Jacob Lill shall receive 2% of the resort’s annual Gross Revenue.

After five years, Jacob Lill shall have the option to sell his equity back to Sugarloaf Valley farms or a third party.

Jacob Lill shall receive an additional 1% equity for achieving certain performance benchmarks agreed upon by both parties within the first 6 months.


4. Term and Termination

4.1 Term

This Contract shall commence on July 29th, 2024, and continue for three years, with options for renewal.


4.2 Termination

Either party may terminate this Contract with 60 days’ written notice. Grounds for termination include breach of contract, failure to perform, or mutual agreement.


5. Responsibilities and Obligations

5.1 Developer/Manager Responsibilities

  • Oversee the development, branding, and management of the eco-resort.
  • Ensure compliance with all relevant laws and regulations.
  • Maintain regular communication with the Owner/Investors regarding progress and financial reports.

5.2 Owner/Investor Responsibilities

  • Provide financial support for development and operational expenses.
  • Facilitate access to the property and necessary resources.
  • Collaborate on decisions regarding the resort’s development and management.

6. Intellectual Property

6.1 Ownership

The Developer/Manager retains ownership of all intellectual property developed during the project, unless agreed upon otherwise in writing.


7. Confidentiality

7.1 Confidential Information

Both parties agree to keep all proprietary information confidential and not disclose it to third parties without prior written consent. The confidentiality obligation shall survive the termination of this Agreement for a period of five years.