HomeMy WebLinkAbout2025-02-18 Agenda and Supporting Documentation Town Council Evening Meeting1.Call to Order (6:00pm)
2.Public Participation (6:00pm)
2.1 Public Participation (10 min.)
3.Any action as a result of Executive Session (6:10pm)
4.Consent Agenda (6:10pm)
4.1 Contract Award to Frog Creek Partners for Maintenance of
Stormwater Inlet Capture Devices
Authorize the Town Manager to enter into an agreement, in a
form approved by the Town Attorney, with Frog Creek Partners
for stormwater inlet capture devices, in an amount not to
exceed $90,000.00.
Background: In 2023, Town of Vail installed 277 Gutter Bin
Inlet Capture Devices with the help of a grant from Colorado
Department of Public Health and Environment. In order to
ensure effective operation, the devices must be emptied and
cleaned twice per year.
5.Action Items (6:10pm)
5.1 Gore Creek Promenade Renewal Concept Design
Presentation and Contract Award with EDSA Inc. for Gore
Creek Promenade Landscape Architectural Services
(6:10pm)
60 min.
Authorize the Town Manager to enter into an agreement, in a
form approved by the Town Attorney, with EDSA Inc. for Gore
VAIL TOWN COUNCIL MEETING
Evening Session Agenda
Vail Town Council Chambers and virtually by Zoom.
Zoom meeting link: https://vail.zoom.us/webinar/register/WN_QU6PVmJXSYuRAPqVo75sHw
6:00 PM, February 18, 2025
Notes:
Times of items are approximate, subject to change, and cannot be relied upon to determine what time
Council will consider an item.
Public comment will be taken on each agenda item.
Public participation offers an opportunity for attendees to express opinions or ask questions regarding
town services, policies or other matters of community concern that are not on the agenda. Please keep
comments to three minutes; time limits established are to provide efficiency in the conduct of the meeting
and to allow equal opportunity for everyone wishing to speak.
Public Participation
Stormwater Maintenance Memo Feb 2025
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Creek Promenade landscape architectural services, in an
amount, not to exceed $203,450.00.
Presenter(s): Gregg Barrie, Senior Landscape Architect
Background: There are two components to this agenda item:
the first is to present an updated concept design for the Gore
Creek Promenade Renewal Project; the second is to request
the Town Council authorization to enter into an agreement with
EDSA Inc. for the completion of the design work and
construction documents.
6.Public Hearings (7:10pm)
6.1 Ordinance No. 1, Series of 2025, Second Reading, An
Ordinance Authorizing the Creation of the Vail Home
Partners Corporation Pursuant to the Colorado Revised
Nonprofit Corporation Act; Authorizing the Corporation to
Incur Financial Obligations to Finance the Acquisition and
Construction of a Multifamily Rental Housing
Development; Authorizing the Transfer of Certain Property
to the Corporation by Quit Claim Deed; Ratifying Action
Previously Taken and Appertaining Thereto; and
Repealing all Ordinances in Conflict Herewith (7:10pm)
5 min.
Approve, approve with amendments, or deny Ordinance No. 1,
Series of 2025 upon second reading. Staff recommends
tabling this ordinance to Tuesday, March 4th, 2025.
Presenter(s): Jason Dietz, Housing Director and Carlie Smith,
Finance Director
Background: Second reading of the Ordinance regarding the
West Middle Creek Village Apartments Development and
approval of the formation of the Non-Profit Corporation.
7.Adjournment 7:15pm (estimate)
Gore Creek Promenade Renewal TC 2-18-25 Memorandum
Gore Creek Promenade TC 2-18-25 Powerpoint
Gore Creek Promenade Public Comment
250204 WMC Formation Memo
Financing Update- Current Rates (1.24.2025)
Ordinance 1 Series 2025 Authorizing the Creation of the Corp
Loan Agreement (FOR FILING)
Bylaws-Vail Housing Partners (FOR FILING)
Quit Claim Deed (FOR FILING)
Promissory Note (FOR FILING)
Articles of Incorporation (FOR FILING)
Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website
www.vail.gov. All Town Council meetings will be streamed live by High Five Access Media and available
for public viewing as the meeting is happening. The meeting videos are also posted to High Five Access
Media website the week following meeting day, www.highfivemedia.org.
Please call 970-479-2460 for additional information. Sign language interpretation is available upon
request with 48 hour notification dial 711.
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AGENDA ITEM NO. 2.1
Item Cover Page
DATE:February 18, 2025
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Citizen Participation
AGENDA SECTION:Public Participation (6:00pm)
SUBJECT:Public Participation (10 min.)
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Public Participation
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From:
To:
:
:
raction Law Enforecment
, February 1 , 2025 :09 PM
Hello Senators and Representatives,
I'm writing you all as a homeowner and constituent in areas you support. My name is James
V. (J.V.) Wilson. My wife, Jackie, and I have four kids and live 4901 Homestead St, Bow
Mar, CO 80123 but do spend a decent amount of time at 146 Willis Place, Avon, CO 81620.
I'm writing to share our concerns and request your support to make further progress on
Traction Law enforcement on I-70. My kids are on a ski team so we have been back and forth
on I-70 almost every week for many years. The issues on I-70 continue to get worse and
worse. I've been very happy to hear the mayor of Vail, CO start speaking up (Vail mayor calls for
$20,000 fines for violation of traction laws on I-70.)
Vail mayor calls for $20,000 fines for violation of
traction laws on I-70
John LaConte
Vail Mayor Travis Coggin wants to see massive fines levied on
drivers who violate Colorado’s traction laws on In...
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I understand that in weather, it can be a tough drive and accidents happen, BUT, time and time
again, I've been sitting for hours due to semi's not being well equipped or individuals making
really stupid decisions with regard to vehicle choice, in direct violation of traction law. With
the right vehicle, appropriate tires and preparation, the drive is very doable...even in weather.
One example from this weekend, Vail Pass was closed due to semi's, without chains getting
stuck, so we were diverted from Copper, toward Leadville and up I-24. On this two lane
highway, without cell service, there was a two wheel drive, full sized yellow school bus
loaded with kids that slid off the road and caused about a 10 car pile up. Traffic was fully
stopped both directions. All were going slow so no major car accident or injury but it was a
parking lot at 4:30 pm on Saturday, 2/15. Myself and several other people helped push cars to
get one lane going so some could get out and call for help but just a complete and total mess.
Those driving the school bus should be in jail. I'm all for freedom of choice but when
individuals are putting the lives of hundreds of others in jeopardy, with clear violation of
traction law, something needs to change.
I believe the impact to the CO economy is HUGE. I've heard many people avoid CO skiing
due to the traffic issues and it's gotten way worse in the last 5 years.
I don't pretend to know the best solution but believe that enforcement and penalties (or jail
time) for violation need to be increased significantly. Perhaps, semi's should be pulled off the
road during Severe Weather warnings? There then should be significant promotion and
marketing around the laws/penalties in place to deter those, unfamiliar with mountain driving
in weather, from making bad choices. It's putting the lives of those charged with managing
and protecting people on the road in jeopardy too.
I really hope and would support State Legislature to take quick action to work toward
improving and mitigating needless, dangerous delays. I'd be happy to offer any additional
testimony and/or support toward these efforts.
Thank you,
J.V. Wilson
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From:Aimee Vincent
To:Dave Chapin; Council Dist List; PublicInputTownCouncil; Jonathan Staufer; Travis Coggin; Reid Phillips; Sam
Biszantz
Subject:inaccurate DRB meeting notes presented at today’s meeting
Date:Tuesday, February 18, 2025 4:00:18 PM
Hello Town Council members:
I was not allowed to speak at this afternoon’s town council meeting when the minutes from the
last DRB meeting were brought up, so I am sending you the following points, which were
what I wanted to make you aware of in a friendly fashion when the minutes were included in
the meeting:
In reviewing the meeting minutes contained in your agenda, I noticed that in comparison to the
PEC meeting, which had detailed minutes, the history of the DRB mtg included in your packet
did not include accurate meeting minutes.
As someone who attended the meeting, I am here because it is important that you all are aware
that first, there were half a dozen people who attended the meeting and specifically spoke at
length about their concerns with the current design plans of the Gore Creek Park project.
6’people is a significant number to speak on a project at at that meeting, and I think their
comments should be reflected in the meeting minutes — in the same way comments at the
PEC meeting were captured.
The second point. also important for inclusion and for you as the TC to realize, is the project
presenter wanted the DEB to approve the concept plan, but they declined to do so. The
Design Review Board members expressed significant concerns with the project, including the
plans to cut the trees in the park, and also some concern about the cost of the project.
This was a significant meeting about a project that has been of enormous public attention and
concern this year, and again, it seems to me the minutes, which are here to inform you about
these meetings — should accurately reflect what transpired in them. Wouldn’t you agree?
I believe for the purposes of an accurate public record, the notes for the DRB meeting need to
be revised to accurately reflect what transpired at the meeting.
Thanks,
Aimée Vincent
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AGENDA ITEM NO. 4.1
Item Cover Page
DATE:February 18, 2025
SUBMITTED BY:Pete Wadden, Environmental Sustainability
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Contract Award to Frog Creek Partners for Maintenance of
Stormwater Inlet Capture Devices
SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form
approved by the Town Attorney, with Frog Creek Partners for
stormwater inlet capture devices, in an amount not to exceed
$90,000.00.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Stormwater Maintenance Memo Feb 2025
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To: Town Council
From: Department of Environmental Sustainability
Date: February 18, 2025
Subject: Contract Award to Frog Creek Partners for Maintenance of Stormwater Inlet
Capture Devices
I. Purpose:
This memo requests authorization for the Town Manager to enter into a contract with
Frog Creek Partners for two rounds of stormwater maintenance in 2025.
II. Background:
In 2023, Town of Vail installed 277 Gutter Bin Inlet Capture Devices with the help of a
grant from Colorado Department of Public Health and Environment. In order to ensure
effective operation, the devices must be emptied and cleaned twice per year.
III. Action Requested of Town Council
Authorize the Town Manager to enter into a contract with Frog Creek Partners, in a
form approved by the town attorney, for an amount not-to-exceed $90,000.
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AGENDA ITEM NO. 5.1
Item Cover Page
DATE:February 18, 2025
TIME:60 min.
SUBMITTED BY:Gregg Barrie, Public Works
ITEM TYPE:Action Items
AGENDA SECTION:Action Items (6:10pm)
SUBJECT:Gore Creek Promenade Renewal Concept Design Presentation
and Contract Award with EDSA Inc. for Gore Creek Promenade
Landscape Architectural Services (6:10pm)
SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form
approved by the Town Attorney, with EDSA Inc. for Gore Creek
Promenade landscape architectural services, in an amount, not to
exceed $203,450.00.
PRESENTER(S):Gregg Barrie, Senior Landscape Architect
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Gore Creek Promenade Renewal TC 2-18-25 Memorandum
Gore Creek Promenade TC 2-18-25 Powerpoint
Gore Creek Promenade Public Comment
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To: Vail Town Council
From: Department of Public Works
Date: February 18, 2025
Subject: Gore Creek Promenade Renewal
Concept Design Feedback and Final Design Contract Approval
I. ITEM PURPOSE
There are two components of this agenda item. The first is to present an updated
Concept Design for the Gore Creek Promenade Renewal project. Staff is requesting
feedback and approval to move forward to the final design and review process. The
second is to request that the Town Council authorized the Town Manager to enter into a
contract with EDSA, Inc. for Landscape Architectural Services for the completion of the
Gore Creek Promenade Renewal design work and construction documents.
II. BACKGROUND
On November 19th, three design concepts for the Gore Creek Promenade Renewal
Project were presented to the Town Council. Council provided broad feedback, and a
modified design was presented on December 3rd. Following additional council
comments, the concept was updated to adjust some of the plaza and landscape areas.
That design concept was presented to the Design Review Board on January 15th and
February 5th for a Conceptual Review. Staff received additional comments from the DRB,
which will be addressed in the presentation.
The current design for the Promenade Renewal project is still in a Concept form. It
proposes site features, a general layout of walkways and gathering spaces, a schematic
planting plan, and rough site grading requirements.
Pending Council comments, the next step in this process is to complete detailed design
work, development of construction documents and completion of the design review
process which will include DRB and Town Council final approvals.
With a goal of beginning construction during the fall of 2025, it is important to complete
this work and get the project out for public bidding.
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Town of Vail Page 2
III. PUBLIC INPUT
Over the past six weeks, roughly 30 comments have been posted to the Engage Vail
website regarding the project. Many are Village Center condominium residents or other
Vail Village residents who raised concerns about various aspects of the proposed design.
The comments generally focused on four main areas: concerns regarding Gore Creek
health, impacts of a proposed “beach”, the increase in hardscape areas, and the
proposed removal of several spruce/fir trees on the west end of the site. The comments
are attached to this memorandum. In addition, several residents have spoken at Town
Council and DRB meetings.
Information regarding these concerns will be presented as part of this agenda item.
IV. PROPOSED DESIGN CONCEPT
Since the last time the project was discussed with the Town Council on December 3rd,
the following updates have been made to the Concept Plan.
• The upstream creek access has been moved closer to water. This increases open
space in the park and is more closely aligned with its current position.
• The eastern fire pit has been relocated to a more central location
• The western fire pit has been eliminated to create more gathering/hangout space.
• Gathering space #5 has been slightly enlarged. The pergola was replaced with
aspens to provide summer shade on the seating area.
• Proposed protection of the large fir at the west end of the park. The design
proposes to remove three of the evergreens on the west end. This will be
discussed in detail during the presentation.
• Increase in planting bed area for shade trees
• Minor decrease in turf area
• Improved bicycle parking/ski rack areas
In general, the Concept Plan:
• provides new gathering spaces at the west end of the park and improves gathering
spaces at the east end of the park to help spread use through the area
• uses durable surfaces in many locations while also providing functional turf areas that
can be properly managed for turf health
• offers two safe access points to Gore Creek and also includes native stream bank
vegetation along much of the stream frontage
• creates shade and provides a range of seating opportunities to improve “linger time”.
As a Concept Plan, it should be anticipated that additional changes will occur as the
design team completes detailed grading, material selections, Public Art components,
floodplain analysis, lighting and electrical needs, snowmelt repairs, planting plans, and
hardscape design.
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Town of Vail Page 3
V. PROJECT SCHEDULE
The proposed project includes work to repair bank erosion and to improve the creek
access areas. Colorado Parks and Wildlife defines a spring and a fall window for when
that work can occur to avoid trout spawning seasons. The spring window occurs during
March, which is not a good option for construction work in the Promenade area.
Therefore, it’s important that work begins during the autumn construction window.
To meet that window in 2025, this project should be put out to public bid as soon as
possible, and by the end of April at the latest.
As for a full construction schedule, this work will likely take place during the Fall of 2025,
the Spring of 2026 and possibly during the Fall of 2026 with a goal of reducing impacts to
residents, guests and business owners during the busy winter and summer seasons.
VI. FINAL DESIGN AND CONSTRUCTION DOCUMENTS CONTRACT
The Final Design Development contract cost:
$ 194,950 Full Construction Documents and Permits
$ 8,500 Bidding Support (hourly)
$ 203,450 Not to Exceed Contract
The work in this contract includes the following tasks:
• Completion of design layout, grading, materials, details, specifications, planting
plans, irrigation design, soil improvement requirements for turf areas
• Mechanical, structural and electrical engineering design (snowmelt, footings,
lighting, retaining walls, etc).
• Engineering for creek access areas and floodplain analysis work
• Coordination with public art process
• Design Review process (DRB, TC preparation)
• Development of Construction Drawings and Bidding Documents
• Bidding support
• U.S. Army Corps of Engineers permitting process
This process will prepare the project for Construction.
VII. PROJECT BUDGET
The current Gore Creek Promenade Renewal budget is:
2024: $ 368,897 ($33,382 spent to date on planning/concept design) *
2025: $ 750,000 current approved budget
2026: $ 1,000,000 placeholder
Total budget (pending 2026 budget process): $2,118,897
*$335,515 remaining. Requires reappropriation during 1st Supplemental Budget
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Town of Vail Page 4
VIII. STAFF RECOMMENDATION
Staff will provide information regarding hardscape areas, creek access, tree removals
and other park components. Staff recommends that the Council provide feedback on the
updated Design Concept for the Gore Creek Promenade Renewal.
Additionally, pending Council feedback, the next step will be the development of the final
design and the design review process. In order to meet the goal of starting construction
during the Fall of 2025, staff recommends approval of the Final Design Development
contract.
IX. ACTION REQUESTED BY COUNCIL
Staff requests two actions:
1) Staff requests that the Council provide feedback and approval of a Concept Plan.
Any suggested changes will be incorporated into a final design.
2) Staff requests that the Council authorize the Town Manager to enter into a
contract with EDSA, Inc. to complete the Final Design Development for the Gore
Creek Promenade Renewal in an amount not to exceed $ 203,450.
Attachments:
• Engage Vail Public Feedback – January 4 thru present
• Proposed Design Concept for the Gore Creek Promenade Renewal
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Town of Vail Page 5
Engage Vail Public Feedback
These comments have been posted since January 4th. They are taken verbatim from the
website and not edited for syntax, spelling, or content.
• As a long time resident in Vail Village, I have several comments on this updated design: -The
existing trees are lush and beautiful in this area. Please keep as many as possible, as they are
lovely to look at and they provide nice shade in the summer. -Please consider limiting or
removing the eastern beach. My concern is that it makes the eastern traffic too great for the
size and area there. Could the western beach be made larger instead? -I’m concerned that the
lower plaza will be too large of a paving and expansion of the existing area. This too could
meaningfully increase traffic, reduce foliage and trees, adn make the area seem
overrun. Please consider shrinking the paving footprint. -Instead of outdoor chairs, I
recommend large rocks on which people can sit. The maintenance and long-term aesthetic
will be better, as the chairs will likely degrade quickly.
• I am a longtime Vail resident who lives in the Village, and have several concerns about this
updated plan. My first concern is that it has not been widely disseminated in the
community. Posting a board during the busy Christmas season soliciting comments is not
sufficient for a proposal as dramatic as this. Second, the removal of the stand of large mature
evergreen trees across from the toy store area (clearly shown as paved over and removed in the
design images) is a terrible idea that the Town Council needs to reverse. It would be a crime
to remove those lovely trees which not only provide shade but give the small park some sense
of definition, making it feel like more than an open stretch along the creek. Third, the “beach”
is much too large and cuts into too much existing green space where people like to gather. If
you want more creek access, move the point further down the river — why not use the other
side of the international bridge? Fourth, natural rocks/ boulders would be a fine addition if
additional seating is desired- chairs scattered about the lawn will wind up looking
terrible. Finally, I will return to the most important point— cutting down the trees in that
little park would be a horrific mistake. Frankly, I am concerned we have hired and are
working with a group that would even propose the idea. Please shut that down. Thank you.
• As a long time owner of a home across the creek from this proposed project, I have two
concerns I would like to bring to your attention. First, it is my understanding that the Gore
Creek was/is considered an at-risk waterway. I know our homeowner’s association was
required to make significant changes to our landscaping along the creek for this reason. Given
that, the carving out of an area of the creek bank to encourage more people to wade in the
creek seems strange. Altering the natural bank of the creek to encourage more people to enter
the creek would seem to have ecological and envirommental impacts at odds with what we
have been hearing from the Town of Vail for the last several years. I think this element of the
plan should be reconsidered, and if the Town does not think this would impact the creek, I
think a number of residents would like to understand that reasoning. Secondly, from the plans I
have seen, I think the ratio of pavers to natural grass/ground seems too high. This is a simple
park, much enjoyed by the residents of Vail and one of the few green spaces in the actual
Village. The reworking of this seems to be leaning too far into making it another hardscape
pedestrian area. I encourage you to revisit these elements of the plan.
• Our community depends on Gore Creek not only for its beauty but also for its ecological role.
Adding a beach area to the east side of this park as planned could undermine efforts to restore
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the creek’s health by intensifying erosion, runoff, and pollution. Instead of adding stress to an
already compromised ecosystem, we should focus on strategies that reduce pressure and
support the creek’s recovery. Protecting Gore Creek isn’t just an environmental choice—it’s
an important investment in Vail’s future. The portions of the plan that are altering the river
bank should be taken out.
• We live near the Gore Creek promenade and I just learned about these plans from a friend. I
think the area homeowners should be consulted about this, as I understand the shop and
restaurant owners were. I am hearing that the plans have changed and the pictures on this
website do not reflect the current plans. Is that right? I hope that is true as it would be a shame
to get rid of the grass and trees in this park. I dont think anyone needs another fire pit here.
There is a real problem with people leaving trash in this park as it is. I am concerned that there
is a large project like this moving forward and not enough people who will be impacted know
what is going on. People cannot comment if they are not informed a project is underway. This
should not move forward until the town has talked with the homeowners in the immediate area
and addressed their concerns.
• Gore Creek is critical to Vail, and its impaired status was a big wake up call for us all. Putting
in a creek access point could accelerate degradation by increasing erosion and introducing
pollutants from recreational use. We need to recognize the creek’s value as an ecological
cornerstone of Vail and act accordingly by protecting it from further harm. People gathering
along the banks of the creek is one thing, but pushing them down to an engineered beach area
seems very out of character for our mountain community, and a bad idea for the welfare of the
waterway. I am also wondering what the proposed spend is on this project. This is the first I
am hearing about this plan and it is not the place in Vail I would prioritize a large dollar
outlay.
• Gore Creek is already struggling with impaired water quality - creating a graded beach area
could make things worse. The natural shoreline acts as a buffer, protecting the creek from
runoff and erosion. This “beach” area would expose the water to more pollutants, disrupting
the fragile balance of the ecosystem. Vail should prioritize protecting this vital resource rather
than adding unnecessary development that could worsen the creek’s condition. We thought
Vail was committed to sustainability and stewarding our natural resources. This seems
destructive to that intent. We are also concerned with the term “turf” in the proposal – are you
contemplating using an astroturf product instead of grass? We think this would be highly
inadvisable. The issues with long term PFC “forever chemicals” are just really being
understood and putting a plastic product that could potentially leach harmful chemicals into
the creek is a dangerous idea.
• Hello, I have concerns about the Gore Creek redevelopment project. The Creek is a delicate
waterway and in the plans that are posted via QR reader it appears they are building into the
creek with promentories from either bank. Would this, and the addition of a graded access
point not potentially impact the flow of the creek? The maintenance of our waterways is a
critical issue in our valley, already under strain from our growing population. It seems folly to
engage in construction that could impact the flow of a critical waterway for unnecessary
ornamentation. I also share the concerns of the earlier commenter about the use of astroturf.
The long term hazards of any chemical leaching by PFAs are both unnecessary and
unacceptable. I find it hard to imagine the CO environmental agencies would allow engineered
turf to be put in abutting a critically endangered waterway.
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• I am concerned about this project, but do not understand why the residents and residential
property owners in town were not proactively informed about this plan. We did not receive any
notice. Apparently the town talked with the shopowners several times one on one and made
plan changes they suggested but why did no one at Willow Place know about this? Or Riva?
Did Village Center or One WIllow Bridge know about this? It does not seem right to only talk
to the businesses about the plans. Doesn’t the town need to provide everyone with the same
information? Holding one information meeting one day in September that no one is aware of
is not enough.
• I strongly urge the Town of Vail Council to prioritize natural grass over artificial turf for the
Gore Creek Promenade. Turf may seem like a low-maintenance option, but it comes with
significant environmental costs and hazards to human health. Please see the link below from
the University of Pennsylvania. There is no such thing as PFAS-free synthetic turf |
Philadelphia Regional Center for Children's Environmental Health
• The area the proposed plan marks as a “beach area” on the east side of Gore Creek threatens an
already fragile ecosystem. Gore Creek is listed as "impaired" under the Clean Water Act, with
pollutants from urban runoff and human activity contributing to its decline. Adding a “beach
area” could introduce more sediment and debris into the water, worsening water quality.
Increased foot traffic would accelerate erosion, while litter and other pollutants from
recreational use could further harm aquatic life. Vail has a responsibility to prioritize
environmental recovery over expansion, ensuring future generations can enjoy a pristine and
thriving creek ecosystem.
• I have reviewed the proposed plan for the Vail Creek Promenade and think this plan reflects an
unfortunate overdevelopment of the creek area. Gore Creek is part of a larger interconnected
watershed, and any changes here will ripple outward. The proposed beach area could
negatively affect downstream habitats, including those critical for fish and amphibians.
Development also sets a precedent for future projects that might further encroach on the creek.
Instead of nibbling away at the natural landscape, we should invest in preservation efforts that
strengthen the resilience of the entire Gore Creek watershed.
• I think there are several bad elements to the Vail Creek promenade plan. There is too much
paving over of the natural landscape. THis is a small park with grass and should be kept
natural. Also, the proposed beach area is a bad idea. It destroys the natural beauty of the creek
and the creekside. Please revisit the plan to reflect and celebrate our unique alpine setting,
preserving the tranquil and authentic atmosphere that draws people to Vail in the first place.
• Vail is already grappling with visitor management challenges in this area of the Village, which
seems to be the favorite point for farmers markets in the summer, musicians and the Christmas
Houses in the winter, and draws a huge number of people. This small core area of the Village
is getting very crowded. A plan to enable visitors to lounge around the creek area would be
better placed at a less-trafficked area. Why not draw more visitors to Ford Park? Or
Lionshead? including crowded public spaces and stressed infrastructure. Adding a beach will
intensify these issues, bringing more noise, traffic, and wear to the promenade. What was once
a pleasant Village escape could become a chaotic hub.
• Gore Creek has been through enough. Was it not flagged as one of the most endangered
waterways in Colorado in the last few years? The choice to further stress the creek by carving
into its bank and manufacturing a flat access area seems an odd one. Has this been through
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environmental review? Issues such as the trash that would flow into the creek (already a
problem in that park) would be one issue that would create, but there are many others. Why
add more stress to the waterway with a beach/access area? We should be focused on restoring
this delicate ecosystem, not putting it at further risk for a feature that doesn’t belong in a
mountain town. Let’s leave the creek to heal instead of paving the way for more harm.
• The idea of building out a beach on the east side of Gore Creek feels out of touch with the
pressing environmental issues we face. Imagine if instead of adding more human activity, we
used this project as an opportunity to showcase ecological restoration and environmental
stewardship. Vail could set an example by investing in efforts to protect this impaired
waterway and ensure it thrives for future generations.
• I have many questions and concerns about this proposal. It does not appear to be in keeping
with the original "Restore the Gore" initiative that was undertaken several years ago and
emphasized only native species and grasses and limited access to the creek. I understand the
TOV needs to weigh the aesthetics, usage and convenience of this wonderful area with the
health of the Gore Creek, but I think the health and well-being of Gore Creek needs to take
precedence here. That should remain the number one priority. Also, I did not receive any
notice of this proposal. This is important to all of us and all homeowners along this portion of
Gore Creek should have been given sufficient notice of this proposal.
• We own in the Vail Village Center and have for over 25 years. We've seen many changes in
Vail over that time, some good, some not so good. I'd place these proposed changes in the
"NOT SO GOOD" category. I've yet to have anyone explain why these intrusive changes are
necessary. What is the goal here? I'm particularly concerned about any changes to the creek on
my side of the creek. We don't need more people on the NE side of the creek and why is there
another walkway across the creek needed? All in all, this plan is a no go for me. There has to
be a better use for Town of Vail money.
• The renderings of Town of Vail’s proposed beach and promenade along Gore Creek’s retail
side are inconsistent with the Restore the Gore initiative. The objective of Restore the Gore
was to reduce erosion by retaining and supporting the shoreline with native plantings. To
remove trees and root systems that support the shoreline and replace with a paved promenade
makes no sense. There is no rush to make a decision that dramatically impacts Gore Creek and
the residents of Vail. I encourage the Town of Vail to host onsite community meetings this
summer to include residents, business owners and Restore the Gore conservationists.
• As a resident who has lived along Gore Creek for 15 years, directly across from the “beach”, I
want to raise serious concerns about the proposed changes to the creek area, particularly the
plan to install Astroturf and create a “beach.” In addition to the environmental and economic
risks, this proposal raises significant safety issues that have been consistently overlooked. 1.
Child Safety Concerns: Over the years, I have witnessed multiple instances where children
were put in dangerous situations along the creek. The fast-moving water, uneven terrain, and
lack of clear safety measures create an inherently risky environment. Adding a beach area
could increase the number of families and children drawn to the creek, which will only
heighten the potential for accidents. The town should prioritize improving safety
infrastructure, not creating features that increase risk. Last summer, I saw a father,
encouraging his two sons to dive off of the international bridge into the creek. It was terrifying
to watch and no one over at Checkpoint Charlie could have cared less when I reported it. The
possibility of those boys breaking their necks was extremely high. 2. Health and
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Town of Vail Page 9
Environmental Risks of Astroturf: Artificial turf is often composed of plastics, rubber, and
synthetic infill materials that can release toxic chemicals over time. These chemicals include
heavy metals such as lead, as well as microplastics, volatile organic compounds (VOCs), and
other pollutants that could leach into Gore Creek, especially during rainfall or snowmelt.
Given the already delicate state of Gore Creek, introducing these materials would increase the
risk of water contamination and further harm aquatic ecosystems. Additionally, the surface
temperature of Astroturf is significantly higher than that of natural grass, leading to increased
runoff temperatures. Warmer water entering Gore Creek can disrupt its aquatic life,
particularly for species like trout that depend on cool water temperatures for survival. By
prioritizing sustainable, natural landscaping options, the town can avoid introducing these risks
to Gore Creek, which should remain a protected and pristine natural resource. 3. Neglect of
Safety in the Proposal: It is notable that the Town of Vail’s proposal fails to address these
existing safety issues. Instead of addressing these real and ongoing concerns, the plan
introduces new features that could exacerbate the risks. Expanding recreational spaces in safer,
more controlled areas of the village would be a far better use of resources. As someone who
has lived on Gore Creek for many years and has personally witnessed the risks, I urge the
Town of Vail to reconsider this proposal. Protecting the creek’s ecosystem, maintaining
property values, and ensuring the safety of residents and visitors should remain top priorities.
This plan fails on all counts and is not in the best interest of the community or the
environment. 4. Dining along Gore Creek has always been a serene and delightful experience,
with the soothing sounds of the creek and its natural beauty. This proposal threatens to turn
that peaceful atmosphere into a constant madhouse, filled with crowds. We already experience
enough congestion with events like the duck race and Sunday markets—this plan would
permanently ruin what makes the creekside dining so special and unique. By the way, skip
ordering the Rocky Mountain trout as it’s likely to be contaminated!
• I must agree with many of the other comments and concerns of this proposed plan relative to
the environmental issues as well as the natural esthetic beauty that will be removed. The
natural side of Gore Creek has maintained the trees and grasses which not only provide a
healthy bank for the Gore's eco system but also a beautiful town green landscape. The other
side has always maintained the commercial scape. The proposed plan presents a potentially
heavy trafficked use to a "green" area imposing on the Gore which is already compromised
and fatigued. I would urge the TOV to allow the natural beauty of the area to remain, both
esthetically and for the environment, and leave the pedestrian traffic and related components
on the commercial side of the creek.
• As a life long resident of Vail, living along Gore Creek, the proposed changes to the shore area
propose significant risk as well as over all congestion to this area. This proposal is also
inconsistent with the Restore the Gore initiative. Trees and their root systems need to stay in
place to insure integrity of the area. The proposed beach will create over crowding and
potential for a mess of wear and tear to the creek sides. Safety around the river needs to be
considered. During spring run off, the river is extremely dangerous. There needs to be time,
conversation and more ideas discussed before this can be close to becoming a reality.
• I assume people have good intentions in wanting to improve Vail, but this project is a bad
idea. I agree with the comments already made - it is nuts that after years of Restore the Gore
enforcement— I mean, the TOV made someone tear out a tennis court over that— that the
TOV would green light a project to create a fake beach to encourage MORE people to get in
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Town of Vail Page 10
the creek? That can’t be good for the water. And what if some kid drowns? It’s not a
swimming pool. No on this one.
• The proposed plan seems completely incongruous with recent efforts by the town to protect
the creek. (Restore the Gore) The plan is bad for the environment and a waste of tax dollars.
People are enjoying the creek as it is now, and this plan would have little value and negative
impact. I would encourage the town to reconsider.
• I learned about this project from a friend, and was surprised to see this website and learn that
these plans have been drawn up without anyone I know hearing about it. We live in the
Village. I do not like this project and am strongly opposed to it progressing in its current form.
The Gore Creek park is a little treasure. The grass struggles by Up the Creek, but the trees and
the creek are a magical combination that everyone in Vail loves. My particular feed back is: 1)
The greenery of the park and the trees are beautiful. Cutting down the trees would be criminal.
Do not do that. The reason the park is a refreshing spot of green space is because of the
evergreen trees. Removing those would destroy the best thing about the park. 2) Do not pave
over the park with pavers or in whatever form. It looks like they want to turn the area in front
of the toy store into an extension of the walkway that runs all the way to the edge of the creek.
I don’t see that as remotely desireable. 3) The drawing show chairs here, which I do not
support. There is not a lot of open space in the park as it is. Scattering chairs around would be
an impediment to the dogs and kids and make the place feel junky. I really think they are
overengineering this and not thinking about why this is a popular area. It is a great spot to
pause and appreciate the creek and trees in the middle of our shopping district. Cutting down
the trees and paving it over would literally remove the reason we love it.
• I have been told that the reason this project was initiated was to address the problem of the
grass always wearing out over by Up the Creek. That doesn’t happen & should be
fixed. But this is a complete redesign of the park that goes way beyond working on the
grass. The park does not need to be redesigned. I agree taking out the existing trees is a
particularly bad idea. Beautiful evergreens take time to grow. Keep the trees. Plant some
grass and add some shrubs or flowers to areas that get particularly worn out. I am definitely
opposed to this plan in its current form. TOV should pull back here and rethink why they are
doing this and what they are really trying to accomplish. Do we know what the budget is for
this? Why are we hiring consultants? Don’t we have a town landscaping dept that could add
grass and more planting? I think this should be scaled way back.
• I am retired and live in the Village, looking right at the park. I also was not notified about this
project and like some of my neighbors am wondering how that could be the case. I do not
support this project. This area of the Village has become much more crowded over the last 10
years with all of the events they direct in this small section of town. We of course support a
vibrant Vail community but the town is overloading this section of the Village with special
gatherings. It is too much. We need the nature in town, not more events. I think cutting down
the trees in the park would be a big mistake. I am surprised it is even being suggested. Cutting
the evergreens would destroy the beauty of the space. What the park needs is more planting of
some shrubs and flowers, but not at the expense of the trees. This is one of the most-
photographed areas in Vail, as visitors and residents alike appreciate the particular beauty of
this park as it exists now. Please re-evaluate this plan and start by leaving the trees as they are.
• We were dismayed to learn about these plans, particularly that they had reached this stage of
development with little appropriate public notice or input. This park is one of the most-
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Town of Vail Page 11
photographed areas of Vail. Visitors and residents alike love taking pictures from the
pedestrian bridge with the creek and the evergreen trees as background. The trees provide a
beautiful year-round backdrop both to photos and to life in the VIllage. There is no good
reason to cut down the trees, and so many obvious reasons not to do so that it seems strange
this is a point that needs discussion. The existing trees provide a needed year-round oasis of
greenery in our small urban park. They are a visual and emotional respite, and pair naturally
and beautifully with the creek. It is deeply irresponsible to suggest cutting them down. Second,
I agree with my many fellow residents who point out that, likewise, altering the creek bank is
both unnecessary and unwise. This park draws a large number of visitors year-round. Nothing
need be done to attract more people to it. If anything, it is suffering from overuse. Altering the
natural riverbank is unwise and unneeded human engineering that could stress the only
significant creek running through Vail. In evaluating whether adding that stress to the
waterway is wise, one necessarily asks what is the benefit of doing so? Is it vital – or even
necessary? In the case the answer is clearly no. There is no good reason to attack the creekside
with human engineering. It seems a great misuse of public tax dollars and time. I do come
away overall with the same question I see many others pose here, which is why is this being
proposed? I do not know of anyone who thinks this park needs anything more than periodic
grass replanting – though I do like the suggestion that more shrubs and wildflowers are
planted. Sadly, that is not what this design proposal is suggesting – quite the opposite. This
proposal is antithetical to what Vail needs or wants. I ask that it be withdrawn. Thank you.
• We are strongly opposed to this project in its current form. It should be sent back for review
and significantly scaled back. As other commenters have pointed out, the only issue/problem
with this park currently is that the grass wears out too quickly in front of Up the Creek. That is
all that needs to be solved, and the answer is to plant durable grass, and add some additional
shrubs and wildflower beds to control and shape traffic patterns. We are flummoxed that the
proposed design would, instead, cut down large mature evergreen trees – which provide the
greenery in one of the only green spots in the Village core. This would be a terrible mistake,
and emphatically should not be allowed to happen. The second – huge – problem with this
proposal is that it is paving over much too much of the park. The material they are using is
irrelevant – the point is they are hardscaping an area that is currently grass. It looks like they
are paving over about 65% of the total area of the park. This is a terrible idea. All of the
downtown core of Vail is paved. Doing this to our small beloved community park is a terrible
choice. Vail does not need more hardscape. Thirdly, we also agree that no more Gore Creek
embankment should be removed to expand the access point to the Creek. Vail has taken a very
hard line on all property owners with the Restore the Gore program, emphasizing the
importance of protecting that waterway. There is no need for “expanded access” to the Creek.
Children have been wading in Gore Creek for as long as Vail has been in existence and have
had no problem getting in and out of it. There is zero reason to cut away or alter the
embankment of our threatened waterway to facilitate access, and there are a number of reasons
not to do it. The health of the creek is one. The TOV looking like hypocrites that force
regulations on private homeowners that they will not follow themselves is another. Both are
important. Finally, we are concerned that, like many other owners, that we have not heard
anything about this project until now. We do not think there has been adequate public notice of
these plans. Clearly this is not a project that the residents of Vail are asking for, and
many/most do not like key elements of it. Change it, scale it back or kill it entirely.
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• I suggest anyone concerned about this project go to protecttheparkvail.org and sign up for their
email list. They are taking steps to get the TC to change these plans, whereas all of the
concerns people are writing about here seems like they are being ignored. Having said that,
for the record, I will state here that we think this is a bad plan. This is not something anyone
in Vail wants. Cutting down the trees in the park is a crazy idea and paving over 70% of the
park sounds like they paved paradise and put up….what are they even doing. We don’t want
this, and we don’t like that the town does not seem to be listening to people on this issue.
• Town Council, please vote NO on the plans presented and go back to the drawing board by
asking for a “traffic” analysis to be done from June 1-Aug 3 2025 to analyze in detail how the
area falls short. The design should make the area more efficient (traffic, cost to renovate, cost
to maintain) given how it is used while improving/maintaining the aesthetic of the
area. Designs should be accompanied by budgets and rationale. Has any consideration been
given to creating another large public friendly area along the river?
• The proposed fix of Gore Creek Park will not prevent whatever grass remains from being worn
down to hard packed dirt. Looking up the creek from International Bridge, nature has created a
beautiful scene with rocks to scramble over and points to brave to go tubing or wading. Such
delights don’t need to be engineered with stepping stone benches or berms. Just let discoveries
of nature be natural. I enjoyed the beautiful display of ice sculptures located among the trees
of the park today. I looked around and I could not find one tree to remove to improve the
park. Let them all stand. Remove the wasteful fossil fuel wasting fire pit.
• Concise and true. I totally agree.
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February 18, 2025
Gore Creek Promenade Renewal
CONCEPTUAL DESIGN
39
The Gore Creek Promenade Renewal
2February 18, 2025
Public Engagement/Process To Date
•2022/23 Public Engagement Survey
•Letters to adjacent businesses and homeowners
•On-site QR Code
•180 responses
•Adopted Project Goal and Objectives
•August 6th: Hired EDSA, Inc – LA Consultant
•Turf Management Plan
•Comprehensive Site Plan
•September 5th: On-site Open House
•Sept-Oct: Developed (3) Concept Plans
•November 18th: Engage Vail website posting
•November 19th: Town Council Presentation
•December 2nd: Art in Public Places Board
•December 3rd: Town Council Updated Concept
•January 15th/February 5th: DRB Conceptual Review
40
The Gore Creek Promenade Renewal
3February 18, 2025
DESIGN REVIEW PROCESS
Town Council Feedback on Design Concepts
Design Review Board Conceptual Review
Town Council Conceptual Review
Refine the Design – grading, site finishes, public
art, planting plans, details, etc.
DRB Final Review
Town Council Final Review
Town Council Conceptual Review
Requesting feedback on overall design
•Overall Site Plan
•Hardscape
•Tree Removals
•Any other items to be addressed
Feedback will be used to further refine the Design
41
The Gore Creek Promenade Renewal
4
Previous Design Concept
December 3, 2024
Council comments
Remove pergola
Remove spruce on bank
42
The Gore Creek Promenade Renewal
543
The Gore Creek Promenade Renewal
6
Previous Design Concept
December 3, 2024
Public Comments/concerns
Gore Creek health
impacts of a proposed “beach”
hardscape areas
proposed tree removals
44
The Gore Creek Promenade Renewal
7February 18, 2025
Current Park Deficiencies
•Turfgrass health/maintenance
•Concentrated access and use areas
•Limited seating options
•Uneven flagstone walks
•Streambank erosion
•Lack of access for those with limited
mobility or a disability (ADA compliance)
•Narrow width of the heated paver
walkway during periods of high use
45
The Gore Creek Promenade Renewal
8February 18, 2025
Turf Condition Concentrated Use Uneven Walks/ADA
46
The Gore Creek Promenade Renewal
9February 18, 2025
Lack of Seating Site Furnishings Stream Bank
47
The Gore Creek Promenade Renewal
10
Gore Creek Promenade - 2024 Visitation Statistics
Based on Aislelabs device count information
During 2024
•625,714 visits over 12-month period
•487,650 visited between 1-5 times
•180,090 stayed between 5-60 minutes
During Summer of 2024 (May 1 -Sept 30)
•259,212 visited between 1-5 times
•110,082 stayed between 5-60 minutes
2024 Visitation
487,650 visited
1 to 5 times
180,090 stayed
5 to 60 minutes
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The Gore Creek Promenade Renewal
11February 18, 2025
REVITALIZE LAWN
DESIGN CONSIDERATIONS
•Enhance Durability
•Diversify Gathering Places
•Versatility
•Grading/Drainage/Soil Structure
•Reduce concentrated access
•Improved Visibility
•Accessibility (ADA)
•Shade
•Family-Friendly Activities
•Seasonal Programming
•Public Art
PROGRAMMING & EVENTS
•Improved Pathways
•Access Points
•Environmental Education
•Accessibility Features
•Encourage Engagement
GORE CREEK ACCESS RIPARIAN CORRIDOR
•Vegetation Replanting
•Stream Bank Stabilization
•Reduce Sediment
•Habitat Creation
49
The Gore Creek Promenade Renewal
12
Proposed Design Concept
February 18, 2025
Revisions/Clarifications
Hardscape Reduction
Creek Access Revision
Gore Creek Health
Proposed Tree Removals
50
The Gore Creek Promenade Renewal
13
Hardscape Areas
Purposes:
•To provide a durable surface for high
traffic routes and gathering spaces
•Accessibility (ADA)
•“firm, stable, slip-resistant”
•5% max slope
•¼” max grade change
Existing Materials:
Sand-set Flagstone
Unit Pavers
51
The Gore Creek Promenade Renewal
52
The Gore Creek Promenade Renewal
Park Area
Based on GIS
~ 11-12,000 sf
53
The Gore Creek Promenade Renewal
16
Hardscape and Permeable Areas
Walkways: 2,450 sf
Firepit/Seating/Racks*: 600 sf
Stone seating: 330 sf
Stone Creek Access: 290 sf
Aggregate (porous): 400 sf
Turf Grass: 3,100 sf
Planting Areas: 4,300 sf
Widened Paver Walk: ~450 sf
* Seating Areas, Bike/Ski Racks, Trash Can Pads
Paving (Flagstone, Pavers): 3,500 sf
Stone:
Porous surfaces: 7,400 sf landscape
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The Gore Creek Promenade Renewal
17
Hardscape and Permeable Areas
Bike and Ski Racks, Trash Can Pads
Unit Pavers
Organic Lock aggregate
Proposed Materials:
Grouted Flagstone
Sand-set Flagstone
Unit Pavers
Crusher fines w/ binder
As a concept plan, there are opportunities
to reduce overall hardscape Sand-set FlagstoneGrouted Flagstone
Aggregate Concrete
55
The Gore Creek Promenade Renewal
18
Creek Access Areas
Purpose: To provide a safe, easy access for
park users to enjoy Gore Creek.
The use of these areas does not change
Access has been a part of the Gore Creek
Promenade since before 1993
1993 Plans labeled the access “beach”
and is mentioned in the COE Permit
56
The Gore Creek Promenade Renewal
19
Creek Access Areas
Sizes:
•Existing eastern access ~23’
•Proposed eastern access ~28 linear ft
•Proposed downstream ~18 linear ft
57
The Gore Creek Promenade Renewal
Creek access since 1993
Left: pre-1993 construction
Below left: post-1993 renovation
Below and right: autumn 2000
Right middle: white water park 2000
Below right: 2024
58
The Gore Creek Promenade Renewal
21
Creek Access Areas
Proposed Materials:
Siloam Stone slabs
Granite Boulders (on-site)
Above: East Vail Boat Launch (2019)
Below: Stephens Park Creek Access (2010)
59
The Gore Creek Promenade Renewal
22
Water Quality
Current bank material: granite boulders
Proposed bank material: granite and sandstone
Repairs existing erosion and provides access
The Park’s use and bank material does not change
People want to interact with Gore Creek
Town has constructed hard access points and repaired
hundreds of feet of riparian bank
Length of the Gore Creek Promenade: 215 linear ft
Town-owned Gore Creek streambank: 14.4 miles
Promenade is the only highly concentrated access
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The Gore Creek Promenade Renewal
23
Proposed Tree Removals
January 15 DRB Concept Plan:
Proposed the removal of four (4) evergreens (fir
and spruce) on the west end of Park
B
D
C
A
B
C
D
8” spruce on bank
10” fir in center
8” subalpine fir in lawn
A 12” twin trunk fir
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The Gore Creek Promenade Renewal
24
Proposed Tree Removals
62
The Gore Creek Promenade Renewal
25
Proposed Tree Removals
Updated Concept Plan:
Proposes to keep one (1) fir and remove three
(3) spruce/fir
A
B
D
CB
C
D
8” spruce on bank
10” fir in center
8” subalpine fir in lawn
A 12” twin trunk fir
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The Gore Creek Promenade Renewal
26
A
B
D
C
Proposed Tree Removals
Current proposal to remove three evergreens A
B
D
B
C
D
8” spruce
10” fir
8” subalpine fir
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The Gore Creek Promenade Renewal
27
Proposed Tree Removals
B
C
A
CA D
D
Assume Removal for Tree Health 65
The Gore Creek Promenade Renewal
28
Proposed Tree Removals
Allows Tree A more room to grow
Allows walk to be moved towards the
creek, protecting the root system of A
A
B
C
Creates room for a gathering space
along the creek
Improves turf area space
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The Gore Creek Promenade Renewal
29
Keeping Tree C
Reduces size of creek side and turf
gathering spaces
Not much room for future growth
C
A
C
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The Gore Creek Promenade Renewal
30
Removing Tree B
A
Allows Tree A more room to grow
Allows walk to be moved towards the
creek, protecting the root system of A
68
The Gore Creek Promenade Renewal
31
Removing Tree C
Creates room for a gathering space
along the creek
Improves turf area space
69
The Gore Creek Promenade Renewal
3270
The Gore Creek Promenade Renewal
33November 19, 2024
Project Goal:
To preserve the established character of the Gore Creek Promenade while addressing design and maintenance deficiencies
Potential Updates to Objectives:
2.Protect existing healthy mature trees and established stream bank vegetation. Evaluate opportunities to
add/enhance useable shade and the vegetated riparian buffer in conjunction with other project objectives.
Evaluate existing healthy mature trees and established stream bank vegetation and identify trees/vegetation that should be
protected. Consider opportunities to remove some existing vegetation to create additional gathering spaces and improve
site views. Add new trees as appropriate. Consider replacement of some mature stream bank vegetation with shorter-
growing species, new shade trees, and a relocation of some vegetation areas.
February of 2023 – adopted a Project Goal and Ten Project Objectives
4.Increase formal and informal seating opportunities within the park and along the paver walkway. Improve “shopper
seating”, take advantage of existing shade and consider the addition small tables, Adirondack chairs or other new
seating options.
Improve the “linger time” within the park and overall promenade area. Increase formal and informal seating opportunities
and improve “shopper seating”. Take advantage of existing shade and consider the addition of small tables, Adirondack
chairs and other new seating options. Create appropriate places for bicycle/ski racks and trash/recycle bins. Consider
installation of a water bottle filler/drinking fountain.
Slide from November 19, 2024 Town Council Presentation…
71
The Gore Creek Promenade Renewal
34
Proposed Design Concept
Keep large twin fir
Remove Tree B to protect Tree A and provide
adequate walkway
Remove Tree C to create additional gathering
space, seating, and larger lawn
Remove Tree D due to decline
A
B
D
C
A
BC
D
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The Gore Creek Promenade Renewal
35February 18, 2025
OPPORTUNITIES FOR PUBLIC ART
•Signature Piece
•Temporary Installation Locations
•Commissioned “Site Feature”
•Discussion with AIPP Board on March 3rd
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The Gore Creek Promenade Renewal
36February 18, 2025
The Evolution of the
Gore Creek Promenade
1990 Aerial Photography
•Open turfgrass
•Evergreens/willows
•Eroded streambank
•Stream access area
74
The Gore Creek Promenade Renewal
37February 5, 2025
1993 Landscape Plan over 1990 Aerial
75
The Gore Creek Promenade Renewal
38February 5, 2025
Further Alterations - 2000-2012: Firepit, Flagstone and enlarged Creek Access
76
The Gore Creek Promenade Renewal
39February 5, 2025
2022 Aerial Photography
77
The Gore Creek Promenade Renewal
Spring of 1993
78
The Gore Creek Promenade Renewal
Spring of 1993
Summer 2024
79
The Gore Creek Promenade Renewal
42February 18, 2025
Spring 1994 compared to 2024
80
The Gore Creek Promenade Renewal
4381
The Gore Creek Promenade Renewal
4482
The Gore Creek Promenade Renewal
45
PERSPECTIVE A
83
The Gore Creek Promenade Renewal
46
PERSPECTIVE B
84
The Gore Creek Promenade Renewal
47
PERSPECTIVE C
85
The Gore Creek Promenade Renewal
48
PERSPECTIVE D
86
The Gore Creek Promenade Renewal
4987
The Gore Creek Promenade Renewal
50February 18, 2025
Next Project Steps
Refine the Design
AIPP
Final Design Review Process - DRB, PEC, Town Council
Final Design Contract includes:
•EDSA, Inc. – Landscape Architectural Consultant
•Completion of design layout, grading, materials, details, specifications
•Completion of planting plans, irrigation design, soil improvement needs
•Engineering design - mechanical, structural and electrical
•Engineering for creek access areas and floodplain analysis work
•Permitting process - U.S. Army Corps of Engineers
•Coordination with public art process
•Design Review process preparation
•Development of Construction Drawings and Bidding Documents
•Bidding support
88
The Gore Creek Promenade Renewal
51February 18, 2025
Cost to be prepared for Construction
$ 194,950 Full Construction Documents and Permits
$ 8,500 Bidding Support (hourly)
$ 203,450 Not to Exceed Contract
Current Project Budget
2024 Budget $ 368,897 ($335,515 Remaining)*
2025 Budget $ 750,000
2026 Budget $ 1,000,000 placeholder
Total Budget $ 2,118,897**
* Requires reappropriation during 1st Supplemental Budget
** Pending 2026 budget process
89
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97
From:Artful Sol
To:Council Dist List
Subject:The new prmonenade
Date:Tuesday, February 18, 2025 12:53:32 PM
I am very pleased with the upgrade on the Vail Promenade, I have had Gregg Barrie, and Kim
White show me the final concept.
I approve 100%
thank you
Cheryl Ann Peter
Artful Sol Gallery , Owner
98
AGENDA ITEM NO. 6.1
Item Cover Page
DATE:February 18, 2025
TIME:5 min.
SUBMITTED BY:Carlie Smith, Finance
ITEM TYPE:Ordinance
AGENDA SECTION:Public Hearings (7:10pm)
SUBJECT:Ordinance No. 1, Series of 2025, Second Reading, An Ordinance
Authorizing the Creation of the Vail Home Partners Corporation
Pursuant to the Colorado Revised Nonprofit Corporation Act;
Authorizing the Corporation to Incur Financial Obligations to
Finance the Acquisition and Construction of a Multifamily Rental
Housing Development; Authorizing the Transfer of Certain
Property to the Corporation by Quit Claim Deed; Ratifying Action
Previously Taken and Appertaining Thereto; and Repealing all
Ordinances in Conflict Herewith (7:10pm)
SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 1, Series
of 2025 upon second reading. Staff recommends tabling this
ordinance to Tuesday, March 4th, 2025.
PRESENTER(S):Jason Dietz, Housing Director and Carlie Smith, Finance Director
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
250204 WMC Formation Memo
Financing Update- Current Rates (1.24.2025)
Ordinance 1 Series 2025 Authorizing the Creation of the Corp
Loan Agreement (FOR FILING)
Bylaws-Vail Housing Partners (FOR FILING)
Quit Claim Deed (FOR FILING)
Promissory Note (FOR FILING)
Articles of Incorporation (FOR FILING)
99
TO: Vail Town Council
FROM: Finance Department
Housing Department
DATE: February 4, 2025
SUBJECT: West Middle Creek Village Apartments Update
I. SUMMARY
The purpose of this memo is to provide the Council with an update on the West Middle Creek
Village Apartments development (“WMC”) and approve the formation of the Non-Profit
Corporation.
II. BACKGROUND
On December 17, Town Council provided direction to continue moving forward with the WMC
development based on limits surrounding the financing structure. The chart below summarizes
the financial structure approved by Council as well as changes in interest rates and the impact of
those changes to the overall financing structure since the December 17th Council meeting.
Dec 5 2024
Jan 23 2025
50 basis point
cushion from
Dec 10
Aggregate Interest rate 5.16% 5.55% 5.61%
Housing Revenue Bonds $133.8M $129.2M $122.0M
COPs $45.0M $52.3M $59.2M
Town subsidy $106.0K $822.0K $3.0M
• Up to $60M in Town-issued Certificates of Participation (COPs) collateralized by Town
assets.
o Issued by Town of Vail
o 40-year maturity
o Structured with a 1.0X debt coverage ratio
o 3 years of capitalized interest (interest paid by COP proceeds during the
construction period)
o Collateralized assets still being finalized
• $134M in Housing Facilities Revenue Bonds
o Issued by Non-Profit Corporation (Vail Home Partners) controlled by the Town to
protect the Town’s debt capacity and credit rating
o 40-year maturity
o Structured with a 1.3X debt coverage ratio
o 3 Years of Capitalized Interest (Interest paid from bond proceeds during the
construction period)
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Town of Vail Page 2
• $10M cash from the town structured as a promissory note from the town to the corporation.
o Paid back with project revenues when revenues and NOI are deemed to be
sufficient.
o 0% interest rate
• Up to $3M in additional cash subsidy from the Town in the first few years of operation to
help fund debt service payments exceeding NOI.
• Up to 30% of the development can be rented at “market”, currently assuming 140% of AMI
levels, however the “market rents can go up or down to balance project needs and market
needs
III. DISCUSSION
Current Proposed Financial Model
The current recommended financing structure remains the same as what was previously
presented to Council and includes a Housing Facilities Revenue Bond (previously called an
Essential Function Bond) with a subordinate Town of Vail issued Certificate of Participation
(COP). A Housing Facilities Revenue Bond is a government-purpose tax exempt bond used to
finance affordable housing projects, secured by the net operating income (NOI) from the
housing development and a deed of trust on the property.
Because the project requires financing beyond what the bonds can provide, given the current
interest rate environment and rental rate assumptions, the Town would need to provide a
Certificate of Participation (COP) for the remaining amount of financing. A COP is an effective
tool for government finance because it is a tax-exempt lease-financing agreement and not
subject to TABOR requirements for a ballot question to voters. It does require annual
appropriation of debt service payments by the Town Council. Town participation in the project's
financing through a COP also provides confidence to the bond market that the local government
supports the project. This will lead to better interest rates for the housing revenue bonds,
thereby providing more capacity for the revenue bonds and decreasing the otherwise required
sizing of the COPs.
Since the Town Council meeting on December 17, 2024, interest rates have increased, resulting
in an aggregate interest rate increase for the project of 39 basis points from 5.16% to 5.55%. As
a result, the 40-year Housing Revenue Bond proceeds have decreased from $133.8M to
$129.2M, corresponding with an increase of $7.3M to the Town of Vail issued COP proceeds
from $45.0M to $52.3M. The increase in interest rates also impacts the additional subsidy
(above the $10.0M) that the town may need to cover for debt service payments within the first
few years of operations (2029 and 2030) from $106.0K to $822.0K, increasing the likelihood the
rental revenues would not be able to cover the full cost of the debt within the first several years.
Please refer to Attachment A for updated debt service schedules for the Bonds and COPs
based on interest rate as of January 24, 2025.
Early “call” options to allow for greater flexibility in future years continue to be evaluated.
Formation of Non-Profit Corporation
The Town’s next step in moving forward with the WMC project is to form the non-profit
corporation with Ordinance 1, Series of 2025. The corporation will be the entity contracting with
the developer, Corum Real Estate, issuing the Housing Revenue Bonds, and then overseeing
the operations. Staff proposes that the non-profit corporation be named “Vail Home Partners,”
the name of the already existing collaborative partnership between the Vail Local Housing
Authority and the Town of Vail, with the unified goal of creating workforce housing for those who
live and work in Vail. Board seats for the new corporation will include the following positions:
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Town of Vail Page 3
• Deputy Town Manager
• Town of Vail Finance Director
• Town of Vail Housing Director
• Town of Vail Public Works Director
• Vail Local Housing Authority Representative
The ordinance also authorizes the transfer of the West Middle Creek parcel from the town to the
corporation and gives the corporation approval to issue the housing revenue bonds. The
execution of the land transfer will not take place until just before the bond sales. Parameters
around the debt issuance of the COP will be discussed at the next Council meeting on February
18th; the formal approval for issuance of the Housing Revenue Bonds will be via resolution and
approved by the newly formed Board. In addition, the ordinance acknowledges the corporation
will enter into a loan with the town for the $10.0M cash contribution and repayment of the COP.
Also included in your packet is a copy of the articles of incorporation and bylaws referenced in
the ordinance, along with the promissory note, loan agreement, and quick claim deed.
Updated Timeline
Action/Process Date Responsible party
2nd Reading of Town Council Authorizing
creation of non-profit; bylaws and articles
of incorporation
Feb 18, 2025 Butler Snow, Staff
1st Reading: Town Council Authorizes
parameters for COP Issuance
Feb 18, 2025 Butler Snow, Hilltop,
Staff
Building permit Feb 28, 2025 Corum
2nd Reading: Town Council Authorizes
parameters for COP Issuance
March 4, 2025 Butler Snow, Hilltop,
Staff
Development Agreement Approval with
final GMP
March 4th, 2025 Corum, Butler
Snow, HPWC
Vail Home Partners Board Approves
Revenue Bond Financing Resolution
Week of March
4th
Butler Snow, Hilltop,
Staff
Bond and COP Closings April 22, 2025 Piper Sandler,
Hilltop, Staff
Summary
In summary, the financing model will remain highly sensitive to the interest rate environment
and final cost estimates. Staff and our financial team will continue to monitor interest rates over
the next two months to coincide with the project’s GMP pricing for a final go/no-go decision by
the week of March 24th based on the current schedule and dependent on the approval of the
development agreement.
Staff will return to Council on February 18th with an ordinance authorizing the issuance of
certificates of participation (COPs). The COPs would not go to market until April and only if
interest rates allow the COP amount to remain within those limits.
IV. ACTION REQUESTED OF COUNCIL
In the evening session, Town Council will be asked to approve Ordinance No. 1, Series 2025,
authorizing the formation of the non-profit corporation.
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1.Current Rates
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Preliminary Debt Service Graph
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Mi
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s
Bond Net DS COP Net DS NOI (3% Growth)
Preliminary; subject to change.
Combined debt service exceeds projected NOI in 2029-30
(Estimated overage of $822k)
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Preliminary; subject to change.
Preliminary Debt Service Schedule (Senior Revenue Bonds)
Period Principal Interest Gross
Debt Service
Retained
DSRF Earnings
DSRF Earnings
& Release
Capitalized
Interest Net Debt Service NOI (3.0% Growth)Debt Service
Coverage Ratio
12/31/2025 - 3,714,538 3,714,538 (225,252) 225,252 3,714,538 - - -
12/31/2026 - 7,429,075 7,429,075 (450,504) 450,504 7,429,075 - - -
12/31/2027 - 7,429,075 7,429,075 (450,504) 450,504 7,429,075 - - -
12/31/2028 - 7,429,075 7,429,075 1,126,259 450,504 3,714,538 2,137,775 3,906,840 1.83
12/31/2029 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,071,925 1.30
12/31/2030 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,344,083 1.34
12/31/2031 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,624,406 1.38
12/31/2032 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,913,138 1.42
12/31/2033 - 7,429,075 7,429,075 - 450,504 - 6,978,572 10,210,532 1.46
12/31/2034 - 7,429,075 7,429,075 - 450,504 - 6,978,572 10,516,848 1.51
12/31/2035 - 7,429,075 7,429,075 - 450,504 - 6,978,572 10,832,353 1.55
12/31/2036 - 7,429,075 7,429,075 - 450,504 - 6,978,572 11,157,324 1.60
12/31/2037 - 7,429,075 7,429,075 - 450,504 - 6,978,572 11,492,044 1.65
12/31/2038 - 7,429,075 7,429,075 - 450,504 - 6,978,572 11,836,805 1.70
12/31/2039 - 7,429,075 7,429,075 - 450,504 - 6,978,572 12,191,909 1.75
12/31/2040 - 7,429,075 7,429,075 - 450,504 - 6,978,572 12,557,666 1.80
12/31/2041 - 7,429,075 7,429,075 - 450,504 - 6,978,572 12,934,396 1.85
12/31/2042 105,000 7,429,075 7,534,075 - 450,504 - 7,083,572 13,322,428 1.88
12/31/2043 320,000 7,423,431 7,743,431 - 450,504 - 7,292,928 13,722,101 1.88
12/31/2044 560,000 7,406,231 7,966,231 - 450,504 - 7,515,728 14,133,764 1.88
12/31/2045 815,000 7,376,131 8,191,131 - 450,504 - 7,740,628 14,557,777 1.88
12/31/2046 1,090,000 7,332,325 8,422,325 - 450,504 - 7,971,822 14,994,510 1.88
12/31/2047 1,390,000 7,271,013 8,661,013 - 450,504 - 8,210,509 15,444,346 1.88
12/31/2048 1,715,000 7,192,825 8,907,825 - 450,504 - 8,457,322 15,907,676 1.88
12/31/2049 2,065,000 7,096,356 9,161,356 - 450,504 - 8,710,853 16,384,906 1.88
12/31/2050 2,445,000 6,980,200 9,425,200 - 450,504 - 8,974,697 16,876,453 1.88
12/31/2051 2,850,000 6,842,669 9,692,669 - 450,504 - 9,242,165 17,382,747 1.88
12/31/2052 3,285,000 6,682,356 9,967,356 - 450,504 - 9,516,853 17,904,229 1.88
12/31/2053 3,755,000 6,497,575 10,252,575 - 450,504 - 9,802,072 18,441,356 1.88
12/31/2054 4,260,000 6,286,356 10,546,356 - 450,504 - 10,095,853 18,994,597 1.88
12/31/2055 4,805,000 6,046,731 10,851,731 - 450,504 - 10,401,228 19,564,435 1.88
12/31/2056 5,385,000 5,776,450 11,161,450 - 450,504 - 10,710,947 20,151,368 1.88
12/31/2057 6,020,000 5,466,813 11,486,813 - 450,504 - 11,036,309 20,755,909 1.88
12/31/2058 6,695,000 5,120,663 11,815,663 - 450,504 - 11,365,159 21,378,586 1.88
12/31/2059 7,420,000 4,735,700 12,155,700 - 450,504 - 11,705,197 22,019,944 1.88
12/31/2060 8,200,000 4,309,050 12,509,050 - 450,504 - 12,058,547 22,680,542 1.88
12/31/2061 9,030,000 3,837,550 12,867,550 - 450,504 - 12,417,047 23,360,958 1.88
12/31/2062 9,925,000 3,318,325 13,243,325 - 450,504 - 12,792,822 24,061,787 1.88
12/31/2063 10,880,000 2,747,638 13,627,638 - 450,504 - 13,177,134 24,783,641 1.88
12/31/2064 11,900,000 2,122,038 14,022,038 - 450,504 - 13,571,534 25,527,150 1.88
12/31/2065 25,005,000 1,437,788 26,442,788 - 12,463,930 - 13,978,857 26,292,964 1.88
Total:129,920,000 259,315,025 389,235,025 -30,258,818 22,287,225 336,688,982 604,234,443
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Period Principal Interest Gross COP Debt
Service Capitalized Interest Net COP Debt
Service
Residual NOI
(3.0% Growth)(Deficit) / Surplus Combined NOI
Coverage
12/31/2025 - 1,320,163 1,320,163 1,320,163 - - - -
12/31/2026 - 2,640,325 2,640,325 2,640,325 - - - -
12/31/2027 - 2,640,325 2,640,325 2,640,325 - - - -
12/31/2028 - 2,640,325 2,640,325 1,320,163 1,320,163 1,769,065 448,902 1.13
12/31/2029 - 2,640,325 2,640,325 - 2,640,325 2,093,354 (546,971) 0.94
12/31/2030 - 2,640,325 2,640,325 - 2,640,325 2,365,512 (274,813) 0.97
12/31/2031 - 2,640,325 2,640,325 - 2,640,325 2,645,834 5,509 1.00
12/31/2032 - 2,640,325 2,640,325 - 2,640,325 2,934,566 294,241 1.03
12/31/2033 - 2,640,325 2,640,325 - 2,640,325 3,231,960 591,635 1.06
12/31/2034 - 2,640,325 2,640,325 - 2,640,325 3,538,276 897,951 1.09
12/31/2035 - 2,640,325 2,640,325 - 2,640,325 3,853,782 1,213,457 1.13
12/31/2036 - 2,640,325 2,640,325 - 2,640,325 4,178,752 1,538,427 1.16
12/31/2037 - 2,640,325 2,640,325 - 2,640,325 4,513,472 1,873,147 1.19
12/31/2038 - 2,640,325 2,640,325 - 2,640,325 4,858,233 2,217,908 1.23
12/31/2039 - 2,640,325 2,640,325 - 2,640,325 5,213,337 2,573,012 1.27
12/31/2040 - 2,640,325 2,640,325 - 2,640,325 5,579,095 2,938,770 1.31
12/31/2041 75,000 2,640,325 2,715,325 - 2,715,325 5,955,825 3,240,500 1.33
12/31/2042 160,000 2,636,575 2,796,575 - 2,796,575 6,238,857 3,442,282 1.35
12/31/2043 250,000 2,628,575 2,878,575 - 2,878,575 6,429,173 3,550,598 1.35
12/31/2044 350,000 2,616,075 2,966,075 - 2,966,075 6,618,036 3,651,961 1.35
12/31/2045 455,000 2,598,575 3,053,575 - 3,053,575 6,817,149 3,763,574 1.35
12/31/2046 570,000 2,575,825 3,145,825 - 3,145,825 7,022,689 3,876,864 1.35
12/31/2047 695,000 2,545,900 3,240,900 - 3,240,900 7,233,837 3,992,937 1.35
12/31/2048 830,000 2,509,413 3,339,413 - 3,339,413 7,450,354 4,110,942 1.35
12/31/2049 975,000 2,465,838 3,440,838 - 3,440,838 7,674,053 4,233,216 1.35
12/31/2050 1,130,000 2,414,650 3,544,650 - 3,544,650 7,901,757 4,357,107 1.35
12/31/2051 1,295,000 2,355,325 3,650,325 - 3,650,325 8,140,582 4,490,257 1.35
12/31/2052 1,460,000 2,297,050 3,757,050 - 3,757,050 8,387,377 4,630,327 1.35
12/31/2053 1,640,000 2,231,350 3,871,350 - 3,871,350 8,639,285 4,767,935 1.35
12/31/2054 1,830,000 2,157,550 3,987,550 - 3,987,550 8,898,744 4,911,194 1.35
12/31/2055 2,030,000 2,075,200 4,105,200 - 4,105,200 9,163,207 5,058,007 1.35
12/31/2056 2,245,000 1,983,850 4,228,850 - 4,228,850 9,440,421 5,211,571 1.35
12/31/2057 2,495,000 1,860,375 4,355,375 - 4,355,375 9,719,600 5,364,225 1.35
12/31/2058 2,765,000 1,723,150 4,488,150 - 4,488,150 10,013,427 5,525,277 1.35
12/31/2059 3,050,000 1,571,075 4,621,075 - 4,621,075 10,314,747 5,693,672 1.35
12/31/2060 3,355,000 1,403,325 4,758,325 - 4,758,325 10,621,996 5,863,671 1.35
12/31/2061 3,685,000 1,218,800 4,903,800 - 4,903,800 10,943,912 6,040,112 1.35
12/31/2062 4,035,000 1,016,125 5,051,125 - 5,051,125 11,268,966 6,217,841 1.35
12/31/2063 4,405,000 794,200 5,199,200 - 5,199,200 11,606,507 6,407,307 1.35
12/31/2064 4,805,000 551,925 5,356,925 - 5,356,925 11,955,616 6,598,691 1.35
12/31/2065 5,230,000 287,650 5,517,650 - 5,517,650 12,314,107 6,796,457 1.35
Total:49,815,000 90,083,738 139,898,738 7,920,975 131,977,763 267,545,461 135,567,699
Preliminary Debt Service Schedule (COPs)Projected $822 thousand out-of-pocket exposure
Preliminary; subject to change.
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1
ORDINANCE NO. 1
SERIES 2025
AN ORDINANCE AUTHORIZING THE CREATION OF THE VAIL HOME
PARTNERS CORPORATION PURSUANT TO THE COLORADO REVISED
NONPROFIT CORPORATION ACT; AUTHORIZING THE CORPORATION
TO INCUR FINANCIAL OBLIGATIONS TO FINANCE THE ACQUISITION
AND CONSTRUCTION OF A MULTIFAMILY RENTAL HOUSING
DEVELOPMENT; AUTHORIZING THE TRANSFER OF CERTAIN
PROPERTY TO THE CORPORATION BY QUIT CLAIM DEED; RATIFYING
ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; AND
REPEALING ALL ORDINANCES IN CONFLICT HEREWITH.
WHEREAS, the Town is a municipal corporation duly organized and existing as a
home rule town and municipal corporation under the provisions of Article XX of the
Constitution of the State of Colorado (the “State”) and the home rule charter of the Town
(the “Charter”);
WHEREAS, under the Charter, the Town has all the powers of local self-
government and home rule and all power possible under the Constitution and the laws of
the State;
WHEREAS, the Town Council has determined to form the Vail Home Partners
Corporation (the “Corporation”) under the provisions of the Col orado Revised Nonprofit
Corporation Act, Articles 121 through 137 of Title 7, Colorado Revised Statutes, as
amended (the “Act”), for the purpose of acquiring, constructing, financing, operating,
maintaining and developing multifamily rental dwelling units in the Town to assist the Town
with fulfilling its public and governmental purpose of remedying the acute shortage of
dwelling units in the Town for individuals and families working in Eagle County, Colorado,
by providing decent, safe and sanitary dwelling units in the Town that are offered at rental
rates that are affordable to a range of individuals and families working within Eagle County,
Colorado;
WHEREAS, the Town Council has determined that the Corporation shall be formed
as a “Constituted Authority” under Section 1.103-1(b) of the Internal Revenue Code of
1986, as amended (the “Code”), and Revenue Ruling 57-187 promulgated under the Code,
and as an “enterprise” of the Town under article X, section 20 of the State Constitution
(“TABOR”), pursuant to the Charter and this Ordinance;
WHEREAS, the Town Council has determined that the Corporation will be formed
to acquire real property currently owned by the Town to serve as the site of the West
Middle Creek Apartments (the “Property”), and to finance the construction and development
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of the West Middle Creek Apartments as decent, safe and sanitary dwelling units that are
offered at rental rates that are affordable to a range of individuals and families working
within Eagle County, Colorado (the “Development”);
WHEREAS, the Town Council has determined that the Development shall be
constructed on the Property, and the Town Council hereby authorizes the transfer of the
Property to the Corporation pursuant to a Quit Claim Deed (the “Deed”) from the Town to
the Corporation, subject to the conditions stated in the Deed;
WHEREAS, the Town Council hereby authorizes the Corporation to issue one or
more series of its Housing Facilities Revenue Bonds, Series 2025 (the “Series 2025
Bonds”) in an aggregate principal amount not to exceed $182,000,000 on behalf of the
Town, for purposes of the Code, to finance the acquisition and construction of the
Development;
WHEREAS, if the Town Council elects to make a loan to the Corporation to finance
a portion of the Development (the “Loan”), then the Corporation is hereby authorized to
enter into a Loan Agreement with the Town (the “Loan Agreement”) to set forth the terms of
the Loan, and is authorized to execute and deliver a promissory note to the Town to
evidence the Loan (the “Note”);
WHEREAS, the proposed form of the Articles of Incorporation and Bylaws of the
Corporation (the “Articles and Bylaws”), the Loan Agreement, the Note and the Deed are
on file with the Town Clerk.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF VAIL, COLORADO, THAT:
Section 1. Corporation Organization and Powers. The Town Council hereby
approves the organization of the Corporation for the purposes set forth herein and in the
Articles and Bylaws, and hereby approves the Articles and Bylaws in the substantially the
forms on file with the Town Clerk, with such modifications as hereafter approved by the
Town Attorney that are not inconsistent herewith. The Corporation is being formed for the
express purpose of assisting the Town with fulfilling its public and governmental purpose of
remedying the acute shortage of dwelling units in the Town for individuals and families
working in Eagle County, Colorado, by providing decent, safe and sanitary dwelling units in
the Town that are offered at rental rates that are affordable to a range of individuals and
families working within Eagle County, Colorado.
The Corporation shall have the powers granted to it in this Ordinance, the Act, and
the Articles and Bylaws. The Corporation shall have all powers necessary to qualify as a
Constituted Authority for purposes of the Code and as an enterprise under TABOR, and
shall not have any powers inconsistent therewith. The Corporation does not have the power
to levy taxes.
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Section 2. Loan Agreement. The Town Council hereby authorizes the
Corporation to enter into a Loan Agreement with the Town, and to execute the Loan
Agreement and Note in substantially the forms on file with the Town Clerk.
Section 3. Deed. The Town Council hereby approves the transfer of the Property
to the Corporation pursuant to the Deed , in substantially the form on file with the Town
Clerk, and authorizes the execution of the Deed by the appropriate officers of the Town.
Section 4. Issuance of Series 2025 Bonds by the Corporation. The Town Council
hereby authorizes the issuance of one or more series of the Series 2025 Bonds by the
Corporation in an amount not to exceed $182,000,000 for the purpose of financing all or a
portion of the Development. This authorization includes the authorization to issue current
interest bonds, capital appreciation bonds, subordinate bonds, and any other financing
structure deemed appropriate by the board of the Corporation.
Section 5. Town Action. The Mayor and the Town Clerk are hereby authorized
and directed to execute and deliver such documents and to take all action necessary or
reasonably required to carry out, give effect to and consummate the transactions
contemplated herein.
Section 6. Obligations of Corporation. None of the Series 2025 Bonds, the Loan,
the Loan Agreement, the Note, or any other bonds or other obligations issued by the
Corporation are debts or financial obligations of the Town, the State or any political
subdivision thereof within the meaning of any provision or limitation of the Charter, or the
Constitution or statutes of the State, and will never constitute nor give rise to a pecuniary
liability of the Town or a charge against its general credit or taxing powers. The Town shall
have no obligation whatsoever to pay any bonds or other obligations issued by the
Corporation.
Section 7. Board of Directors. In accordance with the Articles and Bylaws, the
following individuals shall serve as the initial Board of Directors of the Corporation: (i)
Deputy Town Manager; (ii) Town of Vail Housing Director; (iii) Town of Vail Finance
Director; (iv) Town of Vail Public Works Director; and (v) Vail Housing Authority member.
Section 8. Other Actions. The appropriate officers of the Town are hereby
authorized to execute and deliver for and on behalf of the Town, any or all additional
certificates, acknowledgments, documents and other papers and to perform all other acts
they may deem necessary or appropriate in order to implement and carry out the matters
authorized in this Ordinance and in any resolution of the Corporation.
Section 9. Severability. If any part, section, subsection, sentence, clause or
phrase of this Ordinance is for any reason held to be invalid, such decision shall not effect
the validity of the remaining portions of this Ordinance; and the Town Council hereby
declares it would have passed this Ordinance, and each part, section, subsection,
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sentence, clause or phrase thereof, regardless of the fact that any one or more parts,
sections, subsections, sentences, clauses or phrases be declared invalid.
Section 10. Ratification. All actions heretofore taken (not inconsistent with the
provisions of this Ordinance) by the Town Council and other officers of the Town relating to
the formation of the Corporation, the execution of the Loan Agreement and delivery of the
Loan for the acquisition and construction of the Development and the execution of the
Deed for the purposes provided herein are ratified, approved and confirmed.
Section 11. Charter Controls. Pursuant to Article XX of the State Constitution and
the Charter, all State statutes that might otherwise apply in connection with the provisions
of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts
between the provisions of this Ordinance and such statutes. Any such inconsistency or
conflict is intended by the Town Council and shall be deemed made pursuant to the
authority of Article XX of the State Constitution and the Charter.
Section 12. Repealer. All bylaws, orders, resolutions and ordinances, or parts
thereof, inconsistent herewith are repealed to the extent only of such inconsistency. This
repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part
thereof, theretofore repealed.
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INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED
PUBLISHED ONCE IN FULL ON FIRST READING this 4th day of February, 2025 and a
public hearing for second reading of this Ordinance set for the 18th day of February, 2025,
in the Council Chambers of the Vail Municipal Building, Vail, Colorado.
________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED
this 18th day of February, 2025.
________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
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LOAN AGREEMENT
This Loan Agreement (“Loan Agreement”), dated _________ __, 2025 (“Effective
Date”), is between the TOWN OF VAIL, COLORADO, a municipal corporation (“Lender”),
and VAIL HOME PARTNERS CORPORATION, a Colorado nonprofit corporation
(“Borrower”).
The Borrower is, or at the time of execution of this Loan Agreement, will be, the
owner of certain real property located in Vail, Colorado, which the Borrower intends to
develop and operate as a multifamily affordable housing development (“Development”).
The Town Council of the Lender has determined to participate in the financing of
the Development by advancing certain available funds of the Lender, as well as proceeds
of certain Certificates of Participation (the “Certificates” and, with the other available funds
of the Lender, the “Funds”) to the Borrower to be utilized for the construction of the
Development.
The Borrower shall also issue certain Housing Facilities Revenue Bonds (the
“Bonds”) as its contribution to the Development.
The obligation of the Borrower to repay this Loan shall be subordinate and junior
at all times to the obligation of the Borrower to repay the Bonds.
The parties therefore agree as follows:
1. The Loan. The Lender shall lend the Funds to the Borrower, and the
Borrower shall borrow the Funds from the Lender, subject to the terms this Loan
Agreement. The Loan is a subordinate cash flow obligation of the Borrower and shall be
paid after the payment of the Bonds and other amounts required under that certain
Mortgage and Indenture of Trust between the Borrower and U.S. Bank Trust Company,
National Association (the “Indenture”) relating to the issuance of the Bonds. The Loan
shall bear interest at 0% and shall remain outstanding until all amounts thereunder have
been fully paid and satisfied.
2. Disbursement. Upon the issuance of the Bonds by the Borrower and the
execution and delivery of the Certificates, the Lender shall lend the funds to Borrower
pursuant to a Promissory Note in the original principal amount of $[_____] (the “Note”),
which represents $[10,000,000] of available revenue of the Lender and $[_____] of the
proceeds of the Certificates. The Funds shall be deposited with U. S. Bank Trust
Company, National Association, as trustee for the Bonds, and drawn pursuant to
requisition of the Borrower to pay the costs of the Development. This Loan Agreement
and the Note are referred to as the “Loan Documents.”
3. Events of Default. The following events, subject to the notice and cure
requirements set forth below, will constitute an Event of Default:
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(a) if the Borrower fails to duly and punctually perform its obligations under this
Loan Agreement, or it violates the covenants contained in any of the Loan
Documents in any material respect, and such failure remains uncured within
ninety days of the Borrower’s receipt of written notice from Lender;
(b) if the Borrower fails to pay the Note when due, and the Borrower fails to
cure within thirty days of receiving written notice of such failure from Lender;
(c) if the Borrower makes a general assignment for the benefit of creditors,
admits in writing its inability to pay its debts generally as they mature, files
or has filed against it a petition in bankruptcy or a petition or answer seeking
a reorganization, arrangement with creditors or other similar relief under the
federal bankruptcy laws or under any other applicable law of the United
States of America or any state, consents to the appointment of a trustee or
receiver; or takes any action for the purpose of effecting or consenting to
any of the foregoing; and
(d) if an order, judgment, or decree is entered appointing, without the
Borrower’s consent, a trustee or receiver for the Borrower or a substantial
part of its property, or approving a petition filed against the Borrower
seeking a reorganization, arrangement with creditors or other similar relief
under the federal bankruptcy laws or under any other applicable law of the
United States of America or any state, and such order, judgment, or decree
is not be vacated, set aside, or stayed within ninety days from the date of
entry.
Following the occurrence of an Event of Default, the Lender shall provide written
notice to the Borrower.
The Borrower may cure any Event of Default within the timeframes provided in this
Loan Agreement or any other Loan Document. If the Borrower fails to timely cure a
default, then the Lender shall have all remedies as are set forth in the Loan Documents
or otherwise at law.
4. Defense and Indemnification.
(a) The Borrower shall defend, indemnify, and hold harmless Lender, and all of
its past and present officers, directors, commissioners, employees,
partners, agents, shareholders, members, trustees, predecessors,
successors, subrogees, and attorneys (collectively, “Lender Parties”)
against all liabilities, claims, judgments, suits, or demands for damages to
persons or property arising out of, resulting from, or relating to this
Agreement (“Claims”) unless such Claims are due to the gross negligence
or willful misconduct of Lender. The Borrower’s duty to defend and
indemnify each of the Lender Parties will arise when written notice of the
Claim is first provided to a Lender Party regardless of whether the claimant
has filed suit on the Claim. The Borrower’s duty to defend and indemnify a
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Lender Party will arise even if the Lender Party is the only party sued by a
claimant, or claimant alleges that the Lender Party’s gross negligence or
willful misconduct was the sole cause of claimant’s damages.
(b) The Borrower will defend any and all Claims that may be brought or
threatened against a Lender Party and will pay on behalf of a Lender Party
any expenses incurred by reason of such Claims including court costs and
attorney’s fees incurred in defending and investigating such Claims or
seeking to enforce this indemnity obligation. These payments on behalf of
a Lender Party will be in addition to any other legal remedies available to a
Lender Party.
(c) A Lender Party shall give the Borrower a copy of any notice of a Claim.
A Lender Party shall allow the Borrower thirty days after receipt of such
notice to cure of any monetary default under the Loan Documents. Lender
shall allow the Borrower ninety days after giving Borrower notice to cure any
non-monetary default under the Loan Documents or such longer period as
is reasonably necessary for the Borrower to cure if the Borrower
commences and diligently pursues to cure.
5. Miscellaneous.
(a) This Loan Agreement binds and inures to the benefit of the successors and
assigns of the parties. Subject to the Lender’s consent, which the Lender
shall not unreasonably withhold, condition, or delay, the Borrower may
assign the Loan and the obligations and duties of the Bo rrower under the
Loan Documents to any purchaser of the Property and Project if the
purchaser agrees to be bound to the Loan Documents.
(b) Any amendment to this Loan Agreement requires a written agreement of
the parties.
(c) No waiver of satisfaction of a condition or non-performance of an obligation
under this Loan Agreement will be effective unless it is in writing and signed
by the party granting the waiver.
(d) The laws of the state of Colorado, without giving effect to its principles of
conflicts of law, govern all adversarial proceedings brought by the parties
arising out of this Loan Agreement, whether their claims sound in contract,
tort, or otherwise.
(e) This Loan Agreement will remain effective so long as there are sums
remaining outstanding on the Note.
(f) The parties shall give all notices, consents, demands, waivers, or approvals
related to this Agreement in writing delivered by (i) personal delivery, (ii) a
nationally-recognized, next-day courier service, (iii) first-class certified mail,
postage prepaid, or (iv) e-mail. A notice is deemed given on the other party’s
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receipt of it, or if mailed, on the earlier of the other party’s receipt of it and
the fifth business day after its mailing. The parties may change their
addresses for notice by notifying the other parties in the manner provided
in this Section 5(f). The parties hereby designate their addresses as follows:
If to the Borrower:
Vail Home Partners Corporation
75 South Frontage Road West
Vail, Colorado 81657
Attention: Deputy Town Manager/President of the Borrower
With a copy to:
Winthrop & Weinstine, P.A.
225 South 6th Street, Suite 3500
Minneapolis, Minnesota 55402
Attn.: Jon L. Peterson, Esq.
If to the Lender:
The Town of Vail, Colorado
75 South Frontage Road West
Vail, Colorado 81657
Attention: Deputy Town Manager
With a copy to:
Hoffmann, Parker, Wilson & Carberry, P. C.
511 17th Street, Suite 610
Denver, Colorado 80202
Attn.: J. Matthew Mire, Town Attorney
(g) The Borrower consents to the personal jurisdiction of the state and federal
courts located in the State of Colorado in connection with any controversy
relating the Loan Documents and waives any argument that venue in such
forum is not convenient. Any litigation related to the Loan Documents must
be venued in either the district court of Eagle County, Colorado or in the
United States District Court for the District of Colorado.
[signature pages follow]
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92110924.v2
The Borrower has executed this Loan Agreement as of the Effective Date.
VAIL HOME PARTNERS
CORPORATION
________________________________
President
ATTEST:
___________________________
Secretary
The Lender has executed this Loan Agreement as of the Effective Date.
TOWN OF VAIL, COLORADO
________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
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92110924.v2
117
BYLAWS
OF
VAIL HOME PARTNERS CORPORATION
(Adopted [_____], 2025)
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TABLE OF CONTENTS
Page
ARTICLE I OFFICES ....................................................................................................... 1
Section 1.1 Business Offices. ................................................................................... 1
Section 1.2 Registered Office.................................................................................... 1
ARTICLE II MEMBERS ................................................................................................... 1
Section 2.1 No Members. .......................................................................................... 1
ARTICLE III BOARD OF DIRECTORS ........................................................................... 1
Section 3.1 General Powers. .................................................................................... 1
Section 3.2 Number, Election, Tenure and Qualifications. ........................................ 1
Section 3.4 Regular Meetings. .................................................................................. 2
Section 3.5 Notice. .................................................................................................... 2
Section 3.6 Presumption of Assent. .......................................................................... 2
Section 3.7 Quorum and Voting. ............................................................................... 2
Section 3.8 Compensation. ....................................................................................... 2
Section 3.9 Executive and Other Committees. .......................................................... 2
Section 3.10 Meetings by Telephone or Virtually. ....................................................... 3
Section 3.11 Action Without a Meeting. ...................................................................... 3
ARTICLE IV OFFICERS AND AGENTS ......................................................................... 3
Section 4.1 Number and Qualifications. .................................................................... 3
Section 4.2 Election and Term of Office. ................................................................... 3
Section 4.3 Compensation. ....................................................................................... 3
Section 4.4 Removal. ................................................................................................ 3
Section 4.5 Vacancies. .............................................................................................. 4
Section 4.6 Authority and Duties of Officers. ............................................................. 4
Section 4.7 Surety Bonds. ......................................................................................... 5
ARTICLE V OPERATING GUIDELINES ......................................................................... 5
Section 5.1 Contracts. ............................................................................................... 5
Section 5.2 Loans. .................................................................................................... 5
Section 5.3 Checks, Drafts and Notes. ..................................................................... 5
Section 5.4 Deposits. ................................................................................................ 5
Section 5.5 Investment Managers. ............................................................................ 5
ARTICLE VI MISCELLANEOUS ..................................................................................... 6
Section 6.6 Account Books, Minutes, Etc. ................................................................. 6
Section 6.7 Fiscal Year. ............................................................................................ 6
Section 6.8 Conveyances and Encumbrances. ......................................................... 6
Section 6.9 Designated Contributions. ...................................................................... 6
Section 6.10 Conflicting Interest Transactions. ........................................................... 6
Section 6.11 Non-Liability For Debts. .......................................................................... 7
Section 6.12 Amendments. ......................................................................................... 7
Section 6.13 Severability. ............................................................................................ 7
119
BYLAWS
OF
VAIL HOME PARTNERS CORPORATION
ARTICLE I
OFFICES
Section 1.1 Business Offices. The principal office of the corporation
shall be located within the Town of Vail, Colorado. The corporation may have such
other offices, either within or outside Colorado, as the board of directors may designate
or as the affairs of the corporation may require from time to time.
Section 1.2 Registered Office. The registered office of the corporation
required by the laws of the State of Colorado governing nonprofit corporations to be
maintained in Colorado may be, but need not be, the same as the principal office if in
Colorado, and the address of the registered office may be changed from time to time by
the board of directors or by the officers of the corporation.
ARTICLE II
MEMBERS
Section 2.1 No Members. The corporation shall have no members.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the corporation
shall be managed by its board of directors, except as otherwise provided in the laws of
the State of Colorado, the articles of incorporation or these bylaws.
Section 3.2 Number, Election, Tenure and Qualifications. Initially, the
board of directors shall consist of 5 members. The members of the board of directors of
the corporation shall consist of the following officers and employees of the Town, as
well as one member of the Vail Housing Authority, and each member who is an officer
or employee of the Town shall have a term of office shall be coterminous with his or her
term or tenure as officers of employees of the Town.
Town officers or employees of the to serve on the board of directors of the
corporation shall be (i) Assistant Town Manager; (ii) Town of Vail Housing Director; (iii)
Town of Vail Finance Director; (iv) Town of Vail Public Works Director; and (v) Vail
Housing Authority member. The Assistant Town Manager shall serve as the president
of the board of directors.
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Section 3.4 Regular Meetings. A regular annual meeting of the board of
directors shall be held during the month of November at the time and place determined
by the board, for the purpose of electing officers and for the transaction of such other
business as may come before the meeting. The board of directors may provide by
resolution the time and place for the holding of additional regular meetings.
Section 3.4. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the president or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix any place
as the place for holding any special meeting of the board called by them.
Section 3.5 Notice. Notice of each meeting of the board of directors
stating the place, day and hour of the meeting shall be given to each director at the
director’s business address at least 24 hours prior to the meeting, delivered
electronically and posted on the Town’s website. Such notice shall be deemed to be
given when the electronic transmission is sent. Any director may waive notice of any
meeting before, at or after such meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting unless otherwise required by statute.
Section 3.6 Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless such director's
dissent shall be entered in the minutes of the meeting or unless the director shall file a
written dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such action.
Section 3.7 Quorum and Voting. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the board of
directors, and the vote of a majority of the directors present in person at a meeting at
which a quorum is present shall be the act of the board of directors. If less than a
quorum is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice other than an announcement at the
meeting, until a quorum shall be present. No directors may vote or act by proxy at any
meeting of directors.
Section 3.8 Compensation. Directors shall not receive compensation for
their services as such, although the reasonable expenses of directors of attendance at
board meetings may be paid or reimbursed by the corporation. Directors shall not be
disqualified to receive reasonable compensation for services rendered to or for the
benefit of the corporation in any other capacity.
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Section 3.9 Executive and Other Committees. By one or more
resolutions adopted by a majority of the directors then in office, the board of directors
may designate from among its members an executive committee and one or more other
committees, each of which, to the extent provided in the resolution establishing such
committee, shall have and may exercise all of the authority of the board of directors,
except as prohibited by statute. The delegation of authority to any committee shall not
operate to relieve the board of directors or any member of the board from any
responsibility imposed by law. Rules governing procedures for meetings of any
committee of the board shall be as established by the board of directors, or in the
absence thereof, by the committee itself.
Section 3.10 Meetings by Telephone or Virtually. Members of the board
of directors or any committee thereof may participate in a meeting of the board or
committee by means of conference telephone , virtually through Zoom or Microsoft
Teams, or similar communications equipment or means by which all persons
participating in the meeting can hear each other at the same time. Such participation
shall constitute presence in person at the meeting.
Section 3.11 Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the directors or any committee thereof may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be signed by all
of the directors or committee members entitled to vote with respect to the subject matter
thereof. Such consent (which may be signed in counterparts) shall have the same force
and effect as a unanimous vote of the directors or committee members.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.1 Number and Qualifications. The elected officers of the
corporation shall be a president, one or more vice-presidents, a secretary and a
treasurer. The board of directors may also appoint such other officers, assistant officers
and agents, including an executive director, a controller, assistant secretaries and
assistant treasurers, as it may consider necessary. One person may hold more than
one office at a time, except that no person may simultaneously hold the offices of
president and secretary. Officers need not be directors of the corporation. All officers
must be at least eighteen years old.
Section 4.2 Election and Term of Office. The elected officers of the
corporation shall be elected by the board of directors at each regular annual meeting. If
the election of officers shall not be held at such meeting, such election shall be held as
soon as convenient thereafter. Each officer shall hold office until the officer ’s successor
shall have been duly elected and shall have qualified, or until the officer ’s earlier death,
resignation or removal.
Section 4.3 Compensation. The compensation of the officers, if any,
shall be as fixed from time to time by the board of directors, and no officer shall be
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prevented from receiving a salary by reason of the fact that such officer is also a
director of the corporation.
Section 4.4 Removal. Any officer or agent may be removed by the
board of directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent shall not in
itself create contract rights.
Section 4.5 Vacancies. Any officer may resign at any time, subject to
any rights or obligations under any existing contracts between the officer and the
corporation, by giving written notice to the president or to the board of directors. An
officer's resignation shall take effect at the time specified in such notice, and unless
otherwise specified therein, the acceptance of such resignation shall not be necessary
to make it effective. A vacancy in any office, however occurring, may be filled by the
Town Council for the unexpired portion of the term.
Section 4.6 Authority and Duties of Officers. The officers of the
corporation shall have the authority and shall exercise the powers and perform the
duties specified below and as may be additionally specified by the president, the board
of directors or these bylaws, except that in any event each officer shall exercise such
powers and perform such duties as may be required by law.
(a) President. The president shall, subject to the direction and
supervision of the board of directors, (i) be the chief executive officer of the corporation
and have general and active control of its affairs and business and general supervision
of its officers, agents and employees; (ii) preside at all meetings of the board of
directors; (iii) see that all orders and resolutions of the board of directors are carried into
effect; and (iv) perform all other duties incident to the office of president and as from
time to time may be assigned to the president by the board of directors. The President
shall be the Assistant Town Manager of the Town.
(b) Vice-Presidents. The vice-president or vice-presidents shall
assist the president and shall perform such duties as may be assigned to them by the
president or by the board of directors. The vice -president (or if there is more than one,
then the vice-president designated by the board of directors, or if there be no such
designation, then the vice-presidents in order of their election) shall, at the request of
the president, or in the president's absence or inability or refusal to act, perform the
duties of the president and when so acting shall have all the powers of and be subject to
all the restrictions of the president.
(c) Secretary. The secretary shall (i) keep the minutes of the
proceedings of the board of directors and any committees of the board; (ii) see that all
notices are duly given in accordance with the provisions of these bylaws or as required
by law; (iii) be custodian of the corporate records and of the seal of the corporation; and
(iv) in general, perform all duties incident to the office of secretary and such other duties
as from time to time may be assigned to the secretary by the president or by the board
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of directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the secretary.
(d) Treasurer. The treasurer shall (i) be the principal financial
officer of the corporation and have the care and custody of all its funds, securities,
evidences of indebtedness and other personal property and deposit the same in
accordance with the instructions of the board of directors; (ii) receive and give receipts
and acquittances for moneys paid in on account of the corporation, and pay out of the
funds on hand all bills, payrolls and other just debts of the corporation of whatever
nature upon maturity; (iii) unless there is a controller, be the principal accounting officer
of the corporation and as such prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare and
file all local, state and federal tax returns and related documents, prescribe and
maintain an adequate system of internal audit, and prepare and furnish to the president
and the board of directors statements of account showing the financial position of the
corporation and the results of its operations; (iv) upon request of the board, make such
reports to it as may be required at any time; and (v) perform all other duties incident to
the office of treasurer and such other duties as from time to time may be assigned to the
treasurer by the president or the board of directors. Assistant treasurers, if any, shall
have the same powers and duties, subject to supervision by the treasurer.
Section 4.7 Surety Bonds. The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in such sums
and with such sureties as shall be satisfactory to the board, conditioned upon the faithful
performance of such person's duties and or the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in such person's
possession or under such person's control belonging to the corporation.
ARTICLE V
OPERATING GUIDELINES
Section 5.1 Contracts. The board may authorize any officer or officers,
agent or agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 5.2 Loans. No loans shall be contracted for or on behalf of the
corporation and no evidence of indebtedness shall be issued in the name of the
corporation unless authorized by resolution of the board. Such authority may be
general if confined to a maximum dollar amount specified by the board by resolution
from time to time. Such authority otherwise shall be confined to specific instances. No
loan shall be made to any officer or director of the corporation.
Section 5.3 Checks, Drafts and Notes. All checks, drafts, or other orders
for payment of money, notes, or other evidence of indebtedness issued in the name of
the corporation shall be signed by two officers appointed by the board, including, if
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possible, the treasurer, and in such manner as from time to time shall be determined by
resolution of the board.
Section 5.4 Deposits. All funds of the corporation otherwise not
employed shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the board may select.
Section 5.5 Investment Managers. The board shall have the authority to
invest and reinvest the assets of the corporation and designate any bank, trust
company, brokerage firm, or investment advisor to manage the assets and the
investment of the assets of the corporation.
ARTICLE VI
MISCELLANEOUS
Section 6.6 Account Books, Minutes, Etc. The corporation shall keep
correct and complete books and records of account and shall keep minutes of the
proceedings of its board of directors and committees. All books and records of the
corporation may be inspected by any director, or that director's authorized agent or
attorney, for any proper purpose at any reasonable time.
Section 6.7 Fiscal Year. The fiscal year of the corporation shall be as
established by the board of directors.
Section 6.8 Conveyances and Encumbrances. Property of the
corporation may be assigned, conveyed or encumbered by such officers of the
corporation as may be authorized to do so by the board of directors, and such
authorized persons shall have power to execute and deliver any and all instruments of
assignment, conveyance and encumbrance; however, the sale, exchange, lease or
other disposition of all or substantially all of the property and assets of the corporation
shall be authorized only in the manner prescribed by applicable statute.
Section 6.9 Designated Contributions. The corporation may accept any
designated contribution, grant, bequest or devise consistent with its general tax -exempt
purposes, as set forth in the articles of incorporation. As so limited, donor -designated
contributions will be accepted for special funds, purposes or uses, and such
designations generally will be honored. However, the corporation shall reserve all right,
title and interest in and to and control of such contributions, as well as full discretion as
to the ultimate expenditure or distribution thereof in connection with any such special
fund, purpose or use. Further, the corporation shall acquire and retain sufficient control
over all donated funds (including designated contributions) to assure that such funds will
be used to carry out the corporation's tax-exempt purposes.
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Section 6.10 Conflicting Interest Transactions.
(a) As used in this section, "Conflicting Interest Transaction"
means a contract, transaction, or other financial relationship between the corporation
and a director of the corporation, or between the corporation and a party related to a
director or between the corporation and an entity in which a director of the corporation is
a director or officer or has a financial interest.
(b) No loans shall be made by the corporation to its directors or
officers. Any director or officer who assents to or participates in the making of any such
loan shall be liable to the corporation for the amount of such loan until the repayment
thereof.
(c) No Conflicting Interest Transaction shall be void or voidable
or be enjoined, set aside, or give rise to an award of damages or other sanctions in a
proceeding in the right of the corporation, solely because the Conflicting Interest
Transaction involves a director of the corporation or a party related to a director or an
entity in which a director of the corporation is a director or officer or has a financial
interest or solely because the director is present at or participates in the meeting of the
corporation's board of directors or of the committee of the board of directors that
authorizes, approves, or ratifies the Conflicting Interest Transaction or solely because
the director's vote is counted for such purpose if:
(i) The material facts as to the director's relationship or
interest and as to the Conflicting Interest Transaction are disclosed or are known to the
board of directors or the committee, and the board of directors or committee in good
faith authorizes, approves, or ratifies the Conflicting Interest Transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or
(ii) The Conflicting Interest Transaction is fair as to the
corporation.
(d) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes, approves, or ratifies the Conflicting Interest Transaction.
(e) For purposes of this section, a party related to a director
shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of
a sibling, an estate or trust in which the director or a party related to a director has a
beneficial interest, or an entity in which a party related to a director is a director, officer,
or has a financial interest.
(f) Notwithstanding any other provision of this Article VI, no
contract, transaction or financial relationship between the corporation and t he
employees of the Town of Vail, Colorado shall constitute a Conflicting Interest
Transaction.
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Section 6.11 Non-Liability For Debts. The private property of the directors
and officers shall be exempt from execution or other liability for any debts of the
Corporation and no director shall be liable or responsible for the debts or liabilities of the
Corporation.
Section 6.12 Amendments. The power to alter, amend or repeal these
bylaws and adopt new bylaws shall be vested in the board of directors.
Section 6.13 Severability. The invalidity of any provision of these bylaws
shall not affect the other provisions hereof, and in such event these bylaws shall be
construed in all respects as if such invalid provision were omitted.
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______________________________________
The undersigned hereby certifies that the foregoing Bylaws of Vail Home
Partners Corporation as adopted [______], 2025, are in full force and effect as of
[_____], 2025.
[SEAL]
__________________________________
Secretary
91674313.v3
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RECORDING REQUEST BY AND,
FOLLOWING RECORDING,
RETURN TO:
Kimberley Crawford
Butler Snow LLP
1801 California Street,
Suite 5100
Denver, Colorado 80202
QUIT CLAIM DEED
The Town of Vail, Colorado, a Colorado municipal corporation (the “Grantor”),
whose street address is 75 South Frontage Road West, Vail, Colorado, for good and valuable
consideration, hereby does remise, release, sell and quit claim to Vail Home Partners
Corporation, a Colorado nonprofit corporation (the “Grantee”), whose street address is 75 South
Frontage Road West, Vail, Colorado, all right, title, interest, claim and demand which the
Grantor has in and to the real estate property, together with improvement s, situated, lying and
being in the Town of Vail, Colorado, to wit:
see Exhibit A attached hereto and incorporated herein by this reference
TO HAVE AND TO HOLD the same, together with all and singular the
appurtenances and privileges thereunto belonging, or in anywise thereunto appertaining, and
all the estate, right, title, interest and claim whatsoever, of the Grantor, either in law or in equity,
to the only proper use, benefit and behoof of the Grantee, his heirs and assigns forever. The
singular number shall include the plural, the plural the singular, and the use of any gender shall
be applicable to all genders.
IN WITNESS WHEREOF, the Grantor has caused this Quit Claim Deed to be
executed in its name and the seal of Grantor to be affixed hereto and attested by its duly
authorized officers, all as of the date first above written.
[SEAL] THE TOWN OF VAIL, COLORADO, a
Colorado home rule municipal corporation, as
Grantor
________________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
129
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this _____ day of
__________, 2025 by Travis Coggin as Mayor and Stephanie Kauffman, as Town
Clerk, of Town of Vail, Colorado.
Witness my hand and official seal.
_____________________________________
Notary Public
130
EXHIBIT A
351 N FRONTAGE RD W. – West Middle Creek Apartment
[INSERT LEGAL]
92110910.v2
131
PROMISSORY NOTE
VAIL HOME PARTNERS CORPORATION LOAN
Principal amount: $[_____] [_____], 2025
VAIL HOME PARTNERS CORPORATION, a Colorado nonprofit corporation
(“Borrower”), unconditionally promises to pay to the order of THE TOWN OF VAIL,
COLORADO, a Colorado Home Rule municipal corporation (“Payee”), the principal
sum of $[_____], or so much as Payee has advanced under this Note, together with
interest at the annual rate of 0.00% interest. All unpaid principal shall remain
outstanding until fully paid and discharged.
Notwithstanding anything in this Note to the contrary, payments of principal are
not required under this Note except to the extent of available cash flow (as described
in Section 5.01 of the Mortgage and Indenture of Trust of Borrower and U.S. Bank
Trust Company, National Association, as Trustee (“Indenture”), authorizing the
issuance of the Borrower’s Housing Facilities Revenue Bonds, Series 2025 (the
“Senior Bonds”). This Note is junior and subordinate at all times to the Senior Bonds.
The Borrower may refinance, sell, or modify the Senior Bonds without the
consent of the Payee or any subsequent holder of this Note.
Borrower shall make all payments of principal on this Note to Payee at its offices
at of the Payee, 75 S. Frontage Road Road West, Vail, Colorado , or at another place
as Payee may designate to Borrower in writing.
Borrower may prepay this Note, either in whole or in part, at any time without
premium or penalty and without the prior consent of the Payee.
If Borrower fails to pay any amount due u nder this Note, and Payee takes any
action to collect the amount due, or if Payee brings any suit or proceeding for the
recovery or for protection of the indebtedness, then Borrower shall pay on demand all
reasonable costs and expenses of the suit or proceeding and any appeal including, but
not limited to, the fees and disbursements of Payee’s attorneys and their staff.
Borrower hereby waives presentment, notice of dishonor, and protest. Borrower
hereby assents to any extension of time with respect to any payment due under this
Note, to any substitution or release of collateral, and to the addition or release of any
party. No waiver of any payment or other right operates as a waiver of any other
payment or right.
If any provision in this Note is held invalid, illegal, or unenforceable, all other
provisions of this Note remain fully enforceable.
No delay or failure of the holder of this Note in the exercise of any right or
remedy is to be deemed a waiver of such right, and no exercise of any right or remedy
is to be deemed a waiver of any other right or remedy that the holder may have.
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This Note is a nonrecourse obligation of Borrower.
The parties shall give all notices related to this Note in writing, by hand delivery,
overnight courier, or by certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:
Borrower: Vail Home Partners Corporation
75 South Frontage Road West
Vail, Colorado 81657
Attention: Assistant Town Manager/President of the Borrower
With a copy to:
Winthrop & Weinstine, P.A.
225 South 6th Street, Suite 3500
Minneapolis, Minnesota 55402
Attn.: Jon L. Peterson, Esq.
Payee: The Town of Vail, Colorado
75 South Frontage Road West
Vail, Colorado 81657
Attention: Assistant Town Manager
Notices will be deemed effective when hand delivered, or one day after timely
delivery to an overnight courier for next day delivery to Borrower (as evidenced by a
receipt from the overnight courier), or three days after notice is deposited with the U.S.
Postal Service.
Borrower and all signers or endorsers hereby consent to venue and jurisdiction
in the District Court of Eagle County, Colorado and to service of process as permitted
under Colorado law in any action to enforce this Note.
The indebtedness evidenced by this Note loan (“Subordinate Loan”), this Note,
the the Loan Agreement, and all documents securing or evidencing this Subordinate
Loan are and shall be subject and subordinate to the right of payment in full of the
Bonds.
Payee will not assign this Note or any interest in it without consent of Borrower.
The laws of the State of Colorado govern this Note without regard to principles
of conflicts of laws.
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Promissory Note Signature Page
The Borrower has executed this Promissory Note as of the day and year first written
above.
BORROWER
VAIL HOME PARTNERS CORPORATION
By:
Name: Kathleen Halloran
Title: President
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ARTICLES OF INCORPORATION
OF
VAIL HOME PARTNERS CORPORATION
The undersigned adult natural person, acting as incorporator, hereby
establishes a nonprofit corporation pursuant to the laws of the State of Colorado
governing nonprofit corporations and adopts the following articles of incorporation:
FIRST: Name. The name of the corporation is Vail Home Partners
Corporation.
SECOND: Principal Office. The address of the initial principal office of
the corporation shall be 75 South Frontage Road West, Vail, Colorado 81657, and may
be changed as deemed appropriate by the Board of Directors of the corporation.
THIRD: Duration. The corporation shall have perpetual existence.
FOURTH: Purposes.
(a) The corporation is organized and shall be operated
exclusively on behalf of and for the benefit and in furtherance of the purposes of the
Town of Vail, Colorado, and the inhabitants thereof. All moneys realized by the
corporation shall be used exclusively for the acquisition, operation, maintenance and
development of property used to provide decent, safe and sanitary housing at affordable
rental rates to individuals or families of employees within the Town or within Eagle
County, including payment of obligations of the corporation in connection therewith.
Any such property shall be located within the Town of Vail, Colorado , or have a
substantial connection therewith.
(b) The corporation is an independent nonprofit corporation that
(i) is separate and distinct from the Town, (ii) is not a district in its own right or part of a
district for purposes of Article X, Section 20 of the Colorado Constitution (“TABOR”) and
(iii) is a government owned business, authorized to issue its own revenue bonds that
does not receive 10% or more of its annual revenue in grants from the State of
Colorado or Colorado local governments and, accordingly, is an enterprise within the
meaning of subsection (2)(d) of TABOR.
(c) For purposes of federal income tax law, it is intended that
the corporation will be an instrumentality of the Town, that the activities of the
corporation will lessen the burden of government of the Town, that the income of the
corporation will be excluded from gross income and that interest on the revenue bonds
and other obligations of the corporation will (unless provided otherwise in the
documents governing the issuance thereof) be excluded from gross income.
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FIFTH: Powers. In furtherance of the foregoing purposes and
objectives and subject to the restrictions set forth in Article SIXTH, the corporation shall
have and may exercise all of the powers now or hereafter conferred upon nonprofit
corporations organized under the laws of Colorado and may do everything necessary or
convenient for the accomplishment of any of the corporate purposes, either alone or in
connection with other organizations, entities or individuals, and either as principal or
agent, subject to such limitations as are or may be prescribed by law.
SIXTH: Restrictions on Powers.
(1) No dividend shall be paid by the corporation and no part of the
income or profit of the corporation shall be distributed to its directors or officers.
Notwithstanding the foregoing, the corporation may pay compensation in a reasonable
amount to its directors or officers for services rendered. No substantial part of the
activities of the corporation shall consist of carrying on propaganda or otherwise
attempting to influence legislation. The corporation shall not participate or intervene in
(including the publishing or distribution of statements) any political campaign on behalf
of or in opposition to any candidate for public office.
(2) The corporation at all times shall be one not organized for profit.
SEVENTH: Registered Office and Agent. The address of the initial
registered office of the corporation is 75 South Frontage Road West, Vail, Colorado
81657. The name of its initial registered agent at such office is Russell Forrest. The
consent of the initial registered agent to such appointment is being filed with the
Secretary of State in connection with these articles of incorporation.
Members. The corporation shall have no members, voting or nonvoting.
FIFTH: Capital Stock. The corporation shall have no capital stock.
SIXTH: (a) Board of Directors. The management of the affairs
of the corporation shall be vested in a Board of Directors, except as otherwise provided
in the laws of the State of Colorado governing nonprofit corporations, these articles of
incorporation or the bylaws of the corporation. The number of directors, their
classifications, if any, their terms of office and the manner of their election or
appointment shall be determined according to the bylaws of the corporation from time to
time in force.
(b) Liability of Directors. The personal liability of a director to
the corporation for monetary damages for any breach of fiduciary duty as a director is
limited to the fullest extent permitted by the laws of the State of Colorado, as the same
exist or may hereafter be amended, and as further provided in the bylaws of the
corporation. Any repeal or modification of this Article TENTH (b) shall be prospective
only and shall not adversely affect any right or protection of a director of the corporation
under this Article TENTH (b), as in effect immediately prior to such repeal or
modification, with respect to any liability that would have accrued, but for this Article
TENTH (b), prior to such repeal or modification.
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(c) Initial Board. Five directors shall constitute the initial Board
of Directors. Their names are as follows:
Name
Kathleen Halloran (Town of Vail Deputy Town Manager)
Jason Dietz (Town of Vail Housing Director)
Carlie Smith (Town of Vail Finance Director)
Greg Hall (Town of Vail Public Works Director)
Christine Santucci (Vail Local Housing Authority member)
TWELFTH: Officers. The corporation shall have such officers as from
time to time may be prescribed by the bylaws. Their terms of office and manner of
designation or selection shall be determined in accordance with the bylaws then in
effect.
THIRTEENTH: Bylaws. The initial bylaws of the corporation shall be
as adopted by the Board of Directors. The Board of Directors shall have power to alter,
amend or repeal the bylaws from time to time in force and adopt new bylaws. The
bylaws of the corporation may contain any provisions for the regulation of management
of the affairs of the corporation that are not inconsistent with the law or these articles of
incorporation, as these articles may from time to time be amended. However, no bylaw
at any time in effect, and no amendment to these articles, shall have the effect of
proprietary interest in the corporation's property or assets, whether during the term of
the corporation's existence or as an incident to its dissolution.
FOURTEENTH: Changes in Articles of Incorporation- The Board shall
have the right from time to time on the vote of a majority of the directors in office, and
not otherwise, to dissolve the Corporation or to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
subsequently prescribed by statute except that no such amendment, alteration, change,
or repeal shall be made which shall:
(a) Permit the use, application, or disbursement of any of the principal or
income of the corporate property for any purpose other than those expressly provided
for in these articles of incorporation, or other than exclusively for charitable or
educational purposes.
(b) Permit the principal or income of any bequest, devise, grant, gift, or
contribution to the corporation to be used contrary to the conditions, limitations, or
restrictions contained in any such bequest, devise, grant, gift, or contribution.
FIFTEENTH: Indemnification of Directors, Officers, Employees and
Agents. The corporation shall indemnify its directors, officers, employees and agents
to the fullest extent allowed by law, except that such indemnification shall not be
available for:
(a) Any breach of such person’s duty of loyalty to the corporation;
137
(b) Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
(c) A transaction from which such person directly or indirectly received
an improper personal benefit, whether or not the benefit resulted from an action taken
within the scope of such person’s position with the corporation; or
(d) An act or omission for which the liability of a person in such a
position is expressly provided for by Colorado statute.
SIXTEENTH: Dissolution. All property of the corporation shall be owned
for the benefit of the Town of Vail, Colorado. Upon dissolution of the corporation, all
property of the corporation remaining after payment of or provision for all of its liabilities
shall be paid over or transferred to the Town of Vail, Colorado. This limitation shall not
restrict the ability of the corporation to pledge its property to secure the payment of its
obligations.
SEVENTEENTH: Incorporator. The name and address of the
incorporator is Russell Forrest Town of Vail, 75 South Frontage Road West, Vail,
Colorado 81657.
EIGHTEENTH: Filing Agent. The name and address of the individual who
causes these articles of incorporation to be filed and to whom the Colorado Secretary of
State may deliver notice if filing of this document is refused is Russell Forrest, Town of
Vail, 75 South Frontage Road West, Vail, Colorado 81657.
Causing a document to be delivered to the Secretary of State for filing shall constitute
the affirmation or acknowledgment of each individual causing such delivery, under
penalties of perjury, that the document is the individual's act and deed or the act and
deed of the entity on whose behalf the individual is causing the document to be
delivered for filing and that the facts stated in the document are true.
Dated: Russell Forrest, Incorporator
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CONSENT OF REGISTERED AGENT
The undersigned hereby consents to his appointment as initial registered
agent for Vail Home Partners Corporation.
Dated:
Russell Forrest, Registered Agent
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
Acknowledged before me this ___ day of _______, 2025 by
________________, as incorporator and registered agent.
Witness my hand and official seal.
My commission expires
(SEAL)
__________________________________
Notary Public
91674312.v4
139