HomeMy WebLinkAboutB06-0196 Ordinance & M.O.U.LG
TOWN OF VAIL, COLORADO Statement
Statement Number: R060001628 Amount: $113,223.09 10/05/200604:36 PM
Payment Method: Check Init: LC
Notation: #1280/Vail
Development LLC
Permit No: B06-0196 Type: NEW COMM BUILDING PERMIT
Parcel No: 2101-071-0101-6
Site Address: 13 VAIL RD VAIL
Location: 1 VAIL ROAD
Total Fees: 533,769.01
This Payment: $113,223.09 Total ALL ,
Balance. 210,274.46
CTY
ACCOUNT ITEM LIST.
Account Code Description Current Pmts
BP 00100003111100 BUILDING PERMIT FEES 113,223.09
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TOWN OF VAIL, COLORADOCopy Reprinted on 10-05-2006 at 16:39:21 10/05/2006
Statement
Statement Number: R060001022 Amount: $210,271.46 07/19/200611:26 AM
Payment Method: Check Init: JS
Notation: 1227/VAIL
DEVELOPMENT, LC
Permit No: B06-0196 Type: NEW COMM BUILDING PERMIT
Parcel No: 2101-071-0101-6
Site Address: 13 VAIL RD VAIL
Location: 1 VAIL ROAD
Total Fees: 533,769.01
This Payment: $210,271.46 Total ALL Pmts: 323,494.55
Balance: 210,274.46
ACCOUNT ITEM LIST:
Account Code Description Current Pmts
PF 00100003112300 PLAN CHECK FEES 210,271.46
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Confirmation Report- Memory Send
Page : 001
Date & Time: Oct-04-06 04:09pm
Line 1 9704792452
E-mail
Machine ID TOWN OF VAIL COMMUNITY DEVELOPMENT
Job number 776
Date Oct-04 04:08pm
To $916123322428
Number of pages 002
Start time Oct-04 04:08pm
End time Oct-04 04:09pm
Pages sent 002
Status OK
Job number 776 SEND SUCCESSFUL
:i
TOWN 00F VAIL
75 South Froaxage Road
Vail, CO 81657-
970-479-2138
FAX 970-479-2452
COMMC] `NYTY DEVELOPiVIENT FAX TRANSIVQTT~T" SHEET
.TO• J ~ ~ n
COMPANY NAME- '
FAX TELEPHONE NUMB~R__ gj 0 7 -7 $ _
FROM= -
DATE • Z-~ _
# OF PAGES IN DOCUMENT (NOT YNCLUDrNG COVER SfZEET)
RESPONSE RTLQUIRTLD?
SENT BY ~G~re-s Ca _ p6 1 r
TOW1~7 OF VAIL COMMUNCT _t DEVELOPMENT FAX # 9•~o-a~g~.asz
TOWN OF VA7T• COMM-[TNIT7l DEVELOPMENT TELEPHONE iV 9~o-a~9_zt?
SPECIAL COMMENTS AND N~TES:
P: E VhRYQN6~FORMS~F0R3 ha pr.
OVAUL
TOWN Department of Community Development
75 South Frontage Road
Vail, Colorado 81657
970-479-2138
FAX 970-479-2452
www.vailgov.com
T.J. Brink
Vail Development, LLC
50 South 6` Street, Suite 1480
Minneapolis, MN 55402
Re: The Four Seasons Resort, 1 Vail Road
Dear TA,
October 4, 2006
We need your help in improving the state of the proposed development site for the approved Four
Seasons Resort project. In order to improve the aesthetics of the site the Town is requesting the
following:
A new bond to extend until June 1, 2007, the time frame that the current $150,000 bond in place
is valid to grade and revegitate the site.
That the existing construction fence is straightened and the screen replaced where necessary in
order to have the site more presentable for the winter season. We would request that this occur
no later than October 20, 2006.
A new bond in the amount of $60,000 to provide for potential repair and maintenance of the
construction fence around the site.
We understand you are working extremely hard to commence construction expeditiously, and we are
aware of the obstacles in your path. The Town appreciates your assistance in addressing the items
identified above.
Please feel free to contact me at 970-479-2148 if you have questions regarding this letter. Thank you
for your time and cooperation.
Sincerely,
V) NQ4-^
Warren Campbell, AI
Community Development Department
The Town of Vail
Cc: Tom Kassmel, Town Engineer
Russ Forrest, Director of Community Development
George Ruther, Chief of Planning
RECYCLED PAPER
Confirmation Report- Memory Send
Page : 001
Date & Time: Oct-04-06 04:07pm
Line 1 9704792452
E-mail
Machine ID TOWN OF VAIL COMMUNITY DEVELOPMENT
Job number 775
Date Oct-04 04:07pm
To : 8913038257801
Number of pages 002
Start time Oct-04 04:07pm
End time Oct-04 04:07pm
Pages sent 002
Status OK
Job number 775 SEND SUCCESSFUL
TOWNV OF VAJL
(§i~ '
75 Sour1m FroAffigo Road
Vail, CO 81657
970-479-2-138
FAX 970-479-2452
COMMUNITY DEVELOPMENT FAX TRANSNlITTpT. SHEET
TO' ~ ice[- ~ ~1 .
COMPANY NAM*+'e ~AFAX TELEPI30NE NUMBER S ^ -7
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SENT BY Qlc_t-eA-.
TOVWN OF VAIL COMMUNITY DEVELOPMENT FAX # 970-479-2452
TOWN OF VAIL COMMUNITY DEVELOPMENT TELEP$ONE # 970.-479-2138
SPECIAL COMMENTS AND 1~COTESe
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LCP-VAIL, LLC
430 W. Erie
Suite 501
Chicago, Illinois 60610
November 22, 2006
Town of Vail Municipal Building
Attn: George Ruther
75 South Frontage Road West
Vail, CO 81657
Re: Four Seasons Site - Vail, Colorado
Dear Mr. Ruther:
Please disregard our letter of November 9, 2006 concerning the above-referenced project.
Sincerely,
LCP-Vail, LLC
By:
Its: Jy fi+ of ize,~ I°tJ'~~,
cc: Vail Development, LLC
Attn: Richard J. Houser
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
Vail Development, LLC
Attn: Douglas Hipskind
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
Sundeck LLC
Attn: Mary Jane Hauser
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
62903-0001/LEGAL 12548582.1
LCP-VAIL, LLC
430 W. Erie
Suite 501
Chicago, Illinois 60610
November 9, 2006
VIA FEDERAL EXPRESS
Town of Vail Municipal Building
Attn: George Ruther
75 South Frontage Road West
Vail, CO 81657
Re: Four Seasons Site - Vail, Colorado
Dear Mr. Ruther:
The purpose of this letter is to introduce ourselves. We are Vail Development, LLC's partner
in the Four Seasons project. As you are well aware, the development has not proceeded as
originally planned. Because of this, we have determined that it is in the best interest of the
project to take over as managing member of Black Diamond, LLC pursuant to certain rights
we have under our agreements with Vail Development, LLC. This letter is to notify the
Village that we are taking over as of November 18, 2006. We would like to set up a meeting
to discuss a smooth transition and to answer any questions you may have. Please call me at
312-342-2532 to set up a meeting.
Sincerely,
LCP-Vail, LL-C~J
By~,d
Its: AUMd P-aeD -PeRSaN
cc: Vail Development, LLC
Attn: Richard J. Houser
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
[62903-0001-000000/TOWN OF VAIL]
November 9, 2006
Page 2
Vail Development, LLC
Attn: Douglas Hipskind
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
Sundeck LLC
Attn: Mary Jane Hauser
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
[62903-0001-000000/TOWN OF VAIL]
11/09/06
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OCZ -2006 TUE 04,52 PM B&B EXCAVATING FAX:9709262344 P,001
t . i :i:IC IF ~ .
Fax
00Lry
Oldcastle SW Group, Inc. dba B & B Excavating
P.O. Box 1729
Edwards, CO 81632
Phone: 970-926-3311
Fax: 970-926-2344
To: Ce o jAz 4p S~iJ /7d V From:
Fox: 1-I 7 1- Z l 'o e Dote: ~0 3
Phone: 3'Tp - y~ * Pages: Z 7a7'fZ--
Re: F CC:
Urgent afti-r' Review O -Bard Copy To Follow O se Reply
*Comments:
f46~ L -
l
OCT-03-2006 TUE 04:52 PM HE EXCAVATING
FAX:9709262344 P.002
P.O. Bolt 1729
.y Edwards. C0 81632
Ph 97GS26-3311
Fas. 970-926-23U
To:
Town Of Vail
Contact: Leonard Sandoval
Address:
75 S. Frontage Rd West
Phone: 479-2160
Vail, CO 81657
Fax:
Project Name:
2006-Four Seasons-LS
Bid Number:
Project Location:
Bid Date:
line # Item #
Item Description Estimated uan ' Unit Unit Price
Total Price
1
Remove, Haul Off And Store Approx 1,708 Lf 1,708.00 LS $5.25
$8,967.00
Of Chain Link Fence
2
Remove, Haul Off And Dispose Of Slit Fence 908.00 LS $6.48
$5,883.84
Approx 908 Lf
3
Remove, Haul Off Ana Store Approx 34 34.00 LS $118.41
$4,025.94
Concrete Barriers
4
Site Grading- Includes Fill Areas 1.00 IS $213,090.08
$213,090.08
5
Disposal Of On Site Trash 1.00. LS $8,914.72
$8,914.72
6
Place 3 Inches Of Topsoil 1.00 IS $82,562.55
$82,562.55
7
Hydro-mulch Seeding 1.00 LS $11,867.94
$11,867.94
Total Price for above Items:
$335,312.07
Total Bid Price:
$335,312-07
Notes:
• Owner Is responsible forTOV Right -A-Way Permit. We can Provide the permit for a fee.
• Additional excavation due to unsuitable materials (rockr soft SpOtsr etc.) can be done at time and material rates.
• Utility locates are the responsibility of the owner/owner represen Ive. Price does not Include relocation of utilities if needed.
• Price DOES NOT include winter work or winter conditions.
• Does not include Traffic Control
• Bid assumes full access to job site and is based on no more than one moblllzation.
• Asphalt saw cutting Is excluded.
• Survey to be provided by owner.
• Permits, fees, testing, manhole and gate valve adjustments are excluded.
• Price does not include any reinstall of any items that have been transported off site.
Payment Terms:
Payment due within 30 days of date of invoice, regardless of when payment is made by Owner
ACCEPTED:
The above prices, specifications and conditions are satisfactory
and hereby accepted.
Buyer:
Signature:
Date of Acceptance:
10/3/2006 30:49:16 AM
CONFIRMED:
B & B Excavating, Inc
Authorized Signature:
Estimator. Rmatarese
Page 1 of 1
F ~
51rw 14 50-07 044(InAOX E'
4- M,
0• (.4 s
ORDINANCE NO. 20
SERIES OF 2005
AN ORDINANCE REPEALING AND RE-ENACTING ORDINANCE NO. 9, SERIES OF 2003,
PROVIDING FOR THE MAJOR AMENDMENT OF SPECIAL DEVELOPMENT DISTRICT NO.
36, FOUR SEASONS RESORT, AND AMENDING THE APPROVED DEVELOPMENT, PLAN
FOR SPECIAL DEVELOPMENT DISTRICT NO. 36 IN ACCORDANCE WITH CHAPTER 12-9A,
VAIL TOWN CODE; AND SETTING FORTH DETAILS IN REGARD THERETO.
WHEREAS, Chapter 12-9A of the Town of Vail Zoning Regulations permits the adoption
of Special Development Districts; and
WHEREAS, Vail Development, LLC, has submitted an application for a major
amendment to Special Development District No. 36, Four.Seasons Resort; and
WHEREAS, in accordance with utlined in the Zoning Regulations, the
Planning & Environmental Commis n 6_-
hearings on the application; and
WHEREAS, the Planning & vironmental Commission has reviewed the prescribed
criteria for the amendment of special development districts and has submitted its
recommendation of approval to the Vail Town Council; and
WHEREAS, the Vail Town Council finds that the proposed amendment to Special
Development District No. 36, Four Seasons Resort, complies with the nine design criteria
outlined in Section 12-9A-8 of the Vail Town Code and that the applicant has demonstrated that
any adverse effects of the requested deviations from the development standards of the
underlying zoning are outweighed by the public benefits provided; and
WHEREAS, the approval of the major amendment to Special Development District No.
36, Four Seasons Resort, and the development standards in regard thereto shall not establish
precedence or entitlements elsewhere within the Town of Vail; and
WHEREAS, all notices as required by the Town of Vail Municipal Code have been sent to
the appropriate parties; and
WHEREAS, the Vail Town Council considers it in -the best interest of the public health,
safety, and welfare to adopt the' proposed Approved Development Plan for Special Development
District No. 36, Four Seasons Resort.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL,
COLORADO, THAT:
Section 1. Purpose of the Ordinance
The purpose of Ordinance No. 20, Series of 2005, is to adopt an Approved Development Plan for
Special Development District No. 36, Four Seasons Resort, and to prescribe appropriate
development standards for Special Development District No. 36, in accordance with the provisions
of Chapter 12-9A, Vail Town Code. The "underlying" zone district for Special Development District
No. 36 shall remain Public Accommodation zone district.
Section 2. Establishment Procedures Fulfilled, Planning Commission Report
The procedural requirements described in Chapter 12-9A of the Vail Town Code have been fulfilled
and the Vail Town Council has received the recommendation of approval from the Planning &
Environmental Commission for the major amendment to Special Development District No. 36, Four
Seasons Resort. Requests for the amendment of a special development district follow the
procedures outlined in Chapter 12-9A of the Vail Town Code.
Section 3. Special Development District No. 36
The Special Development District is hereby amended to assure comprehensive development and
use of the area in a manner that would be harmonious with the general character of the Town,
provide adequate open space and recreation amenities, and promote the goals, objectives and
policies of the Town of Vail Comprehensive Plan. Special Development District No. 36, Four
Seasons Resort, is regarded as being complementary to the Town of Vail by the Vail Town Council
and the Planning & Environmental Commission, and has been amended because there are
significant aspects of the Special Development District that cannot be satisfied through the
imposition of the standard Public Accommodation zone district requirements.
Section 4. Development Standards - Special Development District No. 36, Four Seasons
Resort Development Plan -
The Approved Development Plan for Special Development District No. 36, Four Seasons Resort,
shall include the following plans and materials prepared by Zehren and Associates, Inc., and Hill
Glazier Architects, and Alpine Engineering, dated August 8, 2005, and stamped approved by the
Town of Vail, dated August 8, 2005:
a. C1. Existing Conditions Plan
b. C3. Water and Sanitary Sewer Plan
C. C4. Grading and Drainage Plan
d. C5. Erosion and Sediment Control Plan
e.
C6. Shallow Utility Plan
f.
A-2.0.1
Level 1 Plan (132')
g. -
A-2.0.2
Level 2 Plan (140',142')
h.
A-2.0.3
Level 3 Plan (152')
i.
A-2.0.4
Level 4 Plan (162')
j.
A-2.0.5
Level 5 Plan (172')
k.
A-2.0.6
Level 6 Plan (182')
L
A-2.0.7
Level 7 Plan (192')
M.
A-2.0.8
Level 8 Plan (202')
n.
A-2.0.9
Level 9 Plan (212')
o.
A-2.0.10 Level 10 Plan (222')
P. A-2.0.11 Roof Plan
q. A-5.0.1 Elevations
r. A-5.0.2
Elevations
S. A-5.0.3
Elevations
t. A-8.0.1
Site Plan North
u. A-8.0.2
Site Plan South
V. A-9.0.1
Landscape Plan North
W. A-9.0.2
Landscape Plan South
X. A-10.0.1
Building Height Calculations -Absolute Height/interpolated Contours
Y. A-10.0.2
Building Height Calculations - Maximum Height/Interpolated Contours
Z. A-10.0.3
Building Height Calculations at Proposed Grades
aa. A-11.0.1
Existing Circulation
bb. A-11.0.2
Proposed Circulations
cc. A-12.0.1
Off-site Improvements Plan
dd. A-13.0.1
Landscape Area
ee. A-14.0.1
Hardscape Area
ff. A-15.0.1
Above Ground Site Coverage
gg. A-15.0.2
Site Coverage Below Grade
hh. A-16.0.1
Streetscape Elevations
Permitted Uses--
The permitted uses in
Special Development District No. 36 shall be as set forth in the development
plans referenced in Section 4 of this ordinance.
Conditional Uses--
The conditional uses
for Special Development District No. 36, Four Seasons Resort, shall be set
forth in Section 12-7A-3 of the Town of Vail Zoning Regulations. All conditional uses shall be
reviewed per the procedures as outlined in Chapter 12-16 of the Town of Vail Zoning Regulations.
Density-- Units per Acre - Dwelling Units, Accommodation Units, Fractional Fee Club Units
and Employee Housing Units The number of units permitted in Special Development District No. 36, Four Seasons Resort,
shall not exceed the following:
Dwelling Units - 4-9-16
Accommodation Units _ 44122
Fractional Fee Club Units - 2-2 19
Type III Employee Housing Units - 34 28
Density-- Floor Area
The gross residential floor area (GRFA), common area and commercial square footage permitted
for Special Development District No. 36, Four Seasons Resort, shall be as set forth in the
Approved Development Plan referenced in Section 4 of this ordinance.
Specifically:
GRFA - 177,609 square feet
Retail - 2,386 square feet
Restaurant/Lounge -5,946 square feet (seating capacity)
Conference Facilities - 11,139 square feet
Health Club and Spa - 18,577 square feet
Setbacks--
Required setbacks for Special Development District No. 36, Four Seasons Resort, shall be as
set forth in the Approved Development Plan referenced in Section 4 of this ordinance.
Height--
The maximum building height for Special Development District No. 36, Four Seasons Resort,
shall be as set forth in the Approved Development Plan referenced in Section 4 of this ordinance
(89 feet maximum).
Site Coverage—
The maximum site coverage allowed for Special Development District No. 36, Four Seasons
Resort, shall be as set forth in the Approved Development Plan referenced in Section 4 of this
ordinance (70,150 square feet above grade or 59%; and 85,091 square feet below grade or
72%).
Landscaping—
The minimum landscape area requirement for Special Development District No. 36, Four
Seasons Resort, shall be as set forth in the Approved Development Plan referenced in Section 4
of this ordinance (35,268 square feet or 30%).
Parking and Loading -
The required number of off-street parking spaces and loading/delivery berths for Special
Development District No. 36, Four Seasons Resort, shall be provided as set forth in the
Approved Development Plan referenced in Section 4 of this ordinance (211 spaces required, 215
spaces provided). In no instance shall Vail Road, West Meadow Drive or the South Frontage
Road be used for loading/delivery or guest drop-off/pick-up without the prior written approval of
the Town of Vail. The required parking spaces shall not be individually sold, transferred, leased,
conveyed, rented or restricted to any person other than a condominium owner, fractional fee
owner, tenant, occupant or other user of the building, except that six (6) of the required spaces
may be utilized by the Holiday House Condominium Association, d/b/a Nine Vail Road
Condominiums for parking pursuant to the terms of a recorded Easement Agreement. The
foregoing language shall not prohibit the temporary use of the parking spaces for events or uses
outside of the building, subject to the approval of the Town of Vail nor shall it limit the number of
spaces available for sale or lease to condominium and/or fractional fee owners.
Section 5. Approval Agreements for Special Development District No. 36, Four Seasons
Resort
The approval of Special Development District No. 36, Four Seasons Resort shall be conditioned
upon the developer's demonstrated compliance with the following approval agreements:
That the developer shall provide deed-restricted housing that complies with the Town of Vail
Employee Housing requirements (Chapter 12-13) for a minimum of 56 employees on the Four
Seasons Resort site, and that said deed-restricted employee housing shall be made available for
occupancy, and that the deed restrictions shall be recorded with the Eagle County Clerk &
Recorder, prior to issuance of a Temporary Certificate of Occupancy for the Four Seasons
Resort.
2. That the Memorandum of Understanding as provided in Exhibit A, shall be adopted with the
second reading of Ordinance No. 20, Series of 2005. This fulfills approval agreement number 2
of first reading of Ordinance No. 20, Series of 2005.
That the developer shall record a drainage easement for Spraddle Creek. The easement shall
be prepared by the developer and submitted for review and approval by the Town Attorney. The
easement shall be recorded with the Eagle County Clerk & Recorder's Office prior to the
issuance of a Temporary Certificate of Occupancy for the Four Seasons Resort.
4. That the developer shall submit a final exterior building materials list, a typical wall section and
complete color renderings for review and approval of the Design Review Board, prior to submittal
of an application for a building permit.
5. That the developer shall submit a comprehensive sign program proposal for the Four Seasons
Resort for review and approval by the Design Review Board, prior to the issuance of a
Temporary Certificate of Occupancy for the Four Seasons Resort.
6. That the developer shall submit a rooftop mechanical equipment plan for review and approval by
the Design Review Board prior to the issuance of a building permit. All rooftop mechanical
equipment shall be incorporated into the overall design of the hotel and enclosed and visually
screened from public view.
7. That the developer shall post a bond to provide financial security for the 150% of the total cost of
the required off-site public improvements. The bond shall be in place with the Town prior to the
issuance of a building permit.
8. That the developer shall comply with all fire department staging and access requirements
pursuant to Title 14, Development Standards, Vail Town Code. This will be demonstrated on a
set of revised plans for Town review and approval prior to building permit submittal.
9. That the required Type III deed-restricted employee housing units shall not be eligible for resale
and that the units be owned and operated by the hotel and that said ownership shall transfer with
the deed to the hotel property.
10. That the developer shall coordinate the relocation of the existing electric transformers on the
property with local utility providers. The revised location of the transformers shall be part of the
final landscape plan to be submitted for review and approval by the Design Review Board.
11. That the developer shall submit a written letter of approval from Nine Vail Road Condominium
Association, the Scorpio Condominium Association, and the Alphorn Condominium Association
granting access to allow for the construction of sidewalk, drainage, Spraddle Creek relocation,
and landscaping improvements, respectively, prior to the issuance of a building permit.
12 That the developer provides a 6 ft. to 8 ft, heated paver pedestrian walkway from the Frontage
Road bus stop adjacent to the West Star Bank then continuing east to Vail Road and then south
to the 9 Vail Road property line. All work related to providing these improvements including
lighting, retaining, utility relocation, curb and gutter, drainage and landscaping shall be included.
A plan shall be submitted for review and approval by the Town and the Design Review Board
prior to submittal of a building permit.
Q.13 That the developer shall provide a heated pedestrian walk connection from the Frontage Road to
West Meadow Drive. The developer shall record a pedestrian easement for this connection for
review and approval by the Town Attorney prior to issuance of a Temporary Certificate of
Occupancy.
Q14 That the developer shall prepare and submit all applicable roadway and drainage easements for
dedication to the Town for review and approval by the Town Attorney. All easements shall be
recorded with the Eagle County Clerk and Recorder's Office prior to issuance of a Temporary
Certificate of Occupancy.
15. That the developer shall be assessed an impact fee of $5,000 for all net increase in pm traffic
generation as shown in the revised April 4, 2003, Traffic Study. The net increase shall be
calculated using the proposed peak generating trips less the existing Resort Hotel and Auto
Care Center trips, respectively being 155-(108+7) = 40 net peak trips @ $5,000 = $200,000.
This fee will be offset by the cost of non-adjacent improvements constructed.
16. That the developer shall receive approval for all required permits (CDOT access, ACOE,
dewatering, storm-water discharge, etc.) prior to issuance of a building permit.
17 That the developer shall submit a full site grading and drainage plan for review and approval by
the Town and the Design Review Board. The drainage plan will need to be substantiated by a
drainage report provided by a Colorado professional Engineer, include all drainage, roof drains,
landscape drains etc., and how they will connect with the TOV storm system. The developer
shall submit all final civil plans and final drainage report to the Town for civil approval by the
Department of Public Works, prior to submittal of a building permit.
X18 That the developer shall provide detailed civil plans, profiles, details, limits of disturbance and
construction fence for review and civil approval by the Department of Public Works, prior to
submittal of a building permit.
19 That the developer shall be responsible for all work related to providing landscaping and lighting
within the proposed Frontage Rd. medians. A detailed landscape plan of the medians shall be
provided for review and approval by the Design Review Board.
That the developer shall provide additional survey information of the south side of the Frontage
Road to show existing trees to be removed and additional survey in front of the Scorpio building
in order to show accurate grades for the construction of the path from the Four Seasons to the
bus stop at West Star bank. Final design shall be reviewed and approved by the Town and the
Design Review Board.
()2.1 That the developer is responsible for 100% of final design improvements along West Meadow
Drive from the centerline of the road back to the Four Seasons property line from Mayors' park
to western most property line of the Four Seasons, including any drainage and grade tie-ins
beyond the west property line. This includes all improvements, including, drainage, lighting, art,
streetscape enhancements, edge treatments, curbs, heated walks, etc. Final plans shall match
and be coordinated with the proposed Town of Vail Streetscape plan for West Meadow Drive
and shall be provided for review and approval by the Design Review Board.
22 That the developer shall incorporate public art into the development, and shall coordinate all art
proposals with the Art in Public Places Board, subject to review and approval by the Design
Review Board.
23 That the developer shall resolve all of the following design-related issues for final Design Review
Board review and approval:
a. Proposed hydrant relocation at the NW corner of the property shall be graded to be level with
the proposed sidewalk and landscaping will be located as to not interfere with the operation
of the hydrant.
b. The cross-slope on the West Meadow Drive walk shall maintain a max. 2.0% cross slope
that is sloped towards the road.
c. The boulder walls and grading at the SE corner of the property shall be modified as to not
impact the existing 2-36" CMP's.
d. The foundation wall at the SE corner of the parking structure shall be modified to
accommodate the existing Spraddle Creek vault.
e. The proposed Spraddle Creek vault and concrete box culvert shall be modified to work with
the existing phone vault.
f. All known existing utilities shall be shown on a plan with the proposed drainage and utilities in
order to clarify potential conflicts.
g. The proposed walk that meets the frontage road walk at the eastern portion of the property
shall be realigned slightly to the west to avoid the existing inlet.
h. Fire staging turning movements shall be show on plans.
i. Retaining walls west of the loading and delivery access drive shall be curved/angled in order
to "bench" access drive wall.
j. Top of wall elevation for the Frontage Rd-West Meadow Drive path reads as 185.5?(Typo)
k. Railings shall be provided for paths where necessary
1. Show edge of existing pavement for Frontage road on civil plans and show match point.
m. Erosion control plan shall be updated.
n. Show grading around proposed electric vault.
o. Show driveway grades, spot elevations on civil plans.
p. Show additional TOW/BOW elevations on pool walls.
24. That the developer shall begin initial construction of the Four Seasons Resort within three years
from the time of its final approval at second reading of the ordinance amending Special
Development District No. 36, Four Seasons Resort, and continue diligently toward the
completion of the project. If the developer does not begin and diligently work toward the
completion of the special development district or any stage of the special development district
within the time limits imposed, the approval of said special development district shall be void.
The Planning and Environmental Commission and Town Council shall review 'the special
development district upon submittal of an application to reestablish the special development
district following the procedures outlined in Section 12-9A-4, Vail Town Code.
25. That the Developer shall commit no act or omission in any way to cause the current operation of
the Chateau at Vail to cease until such time as a demolition permit is issued by the Department
of Community Development.
Section 6. Effective Date of the Ordinance
Ordinance No. 20, Series of 2005, shall take effect on January 3, 2006.
Section 7.
If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason
held to be invalid, such decision shall not affect 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, 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 8.
The repeal or the repeal and re-enactment of any provisions of the Vail Municipal Code as
provided in this ordinance shall not affect any right which has accrued, any duty imposed, any
violation that occurred prior to the effective date hereof, any prosecution commenced, nor any
other action or proceeding as commenced under or by virtue of the provision repealed or
repealed and reenacted. The repeal of any provision hereby shall not revive any provision or any
ordinance previously repealed or superseded unless expressly stated herein.
Section 9.
All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby
repealed to the extent only of such inconsistency. The repealer shall not be construed to revise
any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed.
INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED
ONCE IN FULL ON FIRST READING this 20th day of December, 2005, and a public hearing for
second reading of this Ordinance set for the 3`d day of January 3, 2006, in the Council Chambers
of the Vail Municipal Building, Vail, Colorado.
Rodney E. Slifer, Mayor
ATTEST:
Lorelei Donaldson, Town Clerk
Exhibit A:
TOWN OF VAIL
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding is made and entered into on the 20`h day of
December, 2005 by and between VAIL DEVELOPMENT LLC., a Minnesota corporation and the
TOWN OF VAIL a Municipal corporation, situated in the County of Eagle, State of Colorado.
WHEREAS, Vail Development LLC is planning the development and construction of a mixed
use project consisting primarily of a five star hotel, a fractional fee club, condominiums, retail,
employee housing units and related facilities at 28 South Frontage Road and 13 Vail Road, Vail
Colorado (Lots 9A and 9C, Vail Village 2°d Filing) currently and commonly known as the Chateau at
Vail hotel and the Alpine Standard/Amoco gasoline station;
WHEREAS, in connection with its proposed mixed use development Vail Development
LLC, is requesting from the Town of Vail certain entitlements pursuant to its applications for a
major amendment to Special Development District No. 36, a conditional use permit for Type III
Employee Housing Units, a conditional use permit for a Fractional Fee Club and a rezoning of Lot
9A, Vail Village 2"d Filing;
WHEREAS, in connection with the applications and requested entitlements, Vail
Development, LLC, is required by the Town of Vail to make certain off-site/public improvements (as
specifically set forth in detail below) along South Frontage Road and West Meadow Drive
consistent with the Town of Vail Streetscape Master Plan, as amended;
WHEREAS, as a condition to the second reading of Ordinance No. 20, Series of 2005, the
parties are required to enter into this Memorandum of Understanding setting forth the
responsibilities, obligations and requirements of the parties in connection with said offsite/public
improvements to be performed by Vail Development, LLC,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. DEFINITIONS
1. When used in this Memorandum of Understanding, the following terms shall have the
following meanings unless otherwise specifically defined. The singular shall include the plural and the
masculine gender shall include the feminine and the neuter unless otherwise required by the context.
"Improvements" shall mean those off-site/public improvements as specifically defined in
Section III below.
"MOU" shall mean this Memorandum of Understanding agreement and all exhibits
annexed hereto.
"Vail Development" shall mean Va-il Development, LLC, a Minnesota corporation, whose
address is 600 Foshay Tower, 821 Marquette Avenue South, Minneapolis, Minnesota 55402;
Attention: Thomas J, Brink
"Parties" shall mean both Vail Development and Town of Vail.
"Project" shall mean the mixed use project being planned by Vail Development and
consisting primarily of a five star hotel, a fractional fee club, condominiums, retail, employee
housing units and related facilities to be located at the Property, vt;hich mixed use project is the
subject of Ordinance No. 20, Series 2005.
"Property" shall mean those properties commonly known as the Alpine Standard/Amoco
gasoline station and the Chateau at Vail hotel, located respectively at 28 South Frontage Road and 13
Vail Road, Vail Colorado - Lots 9A and 9C; Vail Village 2' Filing.
"Town of Vail" shall mean the Town of Vail, a municipal corporation, whose address is 75
South Frontage Road, Vail Colorado 81657; Attention:
II. PURPOSE
2. The express purpose of this MOU is to establish the mutual responsibilities,
obligations and requirements of the Parties hereto regarding the Improvements to be performed by
Nicollet in connection with Vail Development's entitlements and Project. These. Improvements
are required to be made by Vail Development based upon the design and functionality of the
Project or as specifically required by the Town of Vail in connection with Vail Development's
entitlements.
III. VAIL DEVELOPMENT'S OBLIGATIONS
3. Vail Development shall be responsible, at its sole cost and expense, except as
specifically provided herein, to complete and perform the following (collectively, the
"Improvements") in connection with the Project:
(a) South Frontage Road. Vail Development shall perform the following
improvements along the South Frontage Road, using new and first class materials, as approved by
the Town of Vail and the Town of Vail Design Review Board and in accordance with all
applicable federal, state and local laws, statutes, ordinances and regulations: (i) widen the south side
of South Frontage Road and install a left turn lane in South Frontage Road to the entrance of the hotel
and a corresponding left turn lane to the entrance of the existing Town of Vail Police Station; (ii)
install medians in South Frontage Road from the main roundabout to the western lot line of the
Scorpio Condominium property; (iii) provide all landscaping and lighting within the
proposed South Frontage Road median to be constructed by Vail Development; (iv) install an attached
heated paver sidewalk/walkway (6 to 8 feet wide) adjacent to the South Frontage Road from the bus
stop adjacent to the Weststar Bank east along the Scorpio Condominium property and the Property to
Vail Road including all lighting retaining walls, railings, utility relocation, curb and gutter, drainage
and landscaping as necessary; (v) relocate the fire hydrant adjacent to South Frontage Road; and (vi)
pavement overlay from the centerline of South Frontage Road to the property line of the Property
from the main roundabout west to the bus stop adjacent to the Weststar Bank (subject to timing and
coordination of the CDOT overlay project that will be at CDOT's sole cost and expense).
(b) Vail Road. Vail Development shall perform the following improvements along
the Vail Road, using new and first class materials, as approved by the Town of Vail and the
Town of Vail Design Review Board and in accordance with all applicable federal, state and local
laws, statutes, ordinances and regulations: (i) install an attached heated paver sidewalk/walkway (6
to 8 feet wide) adjacent to Vail Road from the South Frontage Road south along the Property to 9
Vail Road property, including all lighting retaining walls, railings, utility relocation, curb and gutter,
drainage and landscaping as necessary; (ii) relocate the Spraddle creek piping and install new box
culverts; and (iii) pavement overlay from the centerline of Vail Road to the property line of the
Property from the main roundabout (South Frontage Road) south to the property line of9 Vail Road.
along West Meadow Drive, using new and first class materials, as approved by the Town of
Vail and the Town of Vail Design Review Board and in accordance with all applicable federal,
(c) West Meadow Drive. Vail Development shall perform the following
state and local laws, statutes, ordinances and regulations: (i) install an attached heated paver
sidewalk/walkway (6 to 14 feet wide, or as required by the final approved Town of Vail
Streetscape Master Plan for West Meadow Drive) adjacent to West Meadow Drive from the
western most side of Mayors' Park west along the 9 Vail Road property and the Property to the
western most property line of the Property, including all lighting retaining walls, railings, utility
relocation, curb and gutter, drainage and landscaping as necessary and to match. and be
coordinated with the final approved Town of Vail Streetscape plan for West Meadow Drive; (ii) all
design improvements along West Meadow Drive from the centerline of the right-of-way to the
property line of the Property and the 9 Vail Road property from the western most side of Mayors'
park west to the western most property line of the Property (specifically including any drainage
and grade tie-ins necessary beyond the western most property line of the Property), including all
drainage, lighting, art, streetscape enhancements, utility relocation, edge treatments, curb and gutter
and landscaping as necessary and to match and be coordinated with the final approved Town of
Vail Streetscape plan for West Meadow Drive.
(d) Pedestrian Walkway. Vail Development shall perform the following
improvements along the western property line of the Property from the South Frontage Road to
West Meadow Drive, using new and first class materials, as approved by the Town of Vail and the
Town of Vail Design Review Board and in accordance with all applicable federal, state and
local laws, statutes, ordinances and regulations: (i) design and install an attached heated
pedestrian sidewalk/walkway along the western property line of the Property from the South Frontage
Road south to West Meadow Drive, including all lighting retaining walls, railings, utility
relocation, drainage and landscaping as necessary.
(e) Spraddle Creek. Vail Development shall perform the following
improvements in connection with Spraddle Creek, using new and first class materials, as approved by
the Town of
Vail- and the Town of Vail Design Review Board and in accordance with all applicable federal,
state and local laws, statutes, ordinances and regulations. (i) relocate the Spraddle creek piping and
install new box culverts, as necessary.
IV. EASEMENTS
4. Vail Development shall be responsible, at its sole cost and expense, to prepare and submit
all applicable roadway, drainage, and pedestrian easements for dedication in connection with the
Project or the Improvements to the Town of Vail for review and approval by the Town of Vail, Town
Attorney and all such easements shall be filed and recorded with the Eagle County Clerk and
Recorder's Office prior to the issuance of a Temporary Certificate of Occupancy for the Property.
V. TOWN OF VAIL'S OBLIGATIONS
5. Once the Improvements have been completed by Nicollet and accepted by the Town of Vail,
the Town of Vail shall be responsible for all maintenance, upkeep, watering, mowing, trimming,
weed control, snow removal, debris removal, repair and replacement of any and all Improvements
located in a public right of way or in a public easement, including any and all cost and expenses
associated directly or indirectly therewith (except the Town of Vail shall have no obligation to heat or
repair the heat for the sidewalks) and Vail Development shall have no continuing or further
obligations or responsibilities in connection therewith.
VI. FINANCIAL GUARANTEE REQUIREMENTS
6. Nicollet shall provide and post with the Town of Vail a Bond in the total amount of One
Hundred Fifty Percent (150%) of the total cost of the Improvements (as mutually determined
and agreed to by and between Vail Development and the Town of Vail), to provide financial
security to the Town of Vail and to assure the completion of the Improvements by Vail Development.
The
Bond shall be provided and posted with the Town of Vail prior to the issuance of a building
permit for the Project.
VII. MISCELLANEOUS PROVISIONS
7.1 Amendments. This MOU and all documents and instruments executed in connection
herewith may be amended, modified or supplemented only by a written instrument, executed by
the party against which enforcement thereof may be sought.
7.2 Bindin, Effect. This MOU shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns. The obligations assumed and agreed to be
performed by each party hereunder with respect to the Property shall be binding upon such, party
and their respective successors, assigns and transferees. The covenants of the Parties contained
herein are intended by the parties to be covenants which run with the land under applicable law.
Vail Development, LLC, agrees to make any transfer of any interest in the Property subject to the
obligations contained in this MOU.
7.3 Colorado Law. This MOU shall be construed and enforced In accordance with the
laws of the State of Colorado.
7.4 Time of Essence. Time is of the essence of this MOU. In the event the provisions of
this MOU require any act to be done or action to be taken hereunder on a date which is a Saturday,
Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if done
or take on the next succeeding day which is not a Saturday, Sunday or legal holiday.
7.5 Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute a separate document but all of which together shall constitute one and the same
agreement. Signature and acknowledgment pages may be detached and reattached to.physically
form one document.
7.6 Attorneys' Fees. If legal action is commenced in connection with the enforcement,
interpretation, or breach of any provision of this MOU, the Court as part of its judgment shall
award reasonable attorneys' fees and costs to the prevailing party.
7.7 Invalidity of Certain Provisions. Every provision of this MOU is intended to be several.
In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever
by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the
terms and provisions hereof, which terms and provisions shall remain binding and enforceable.
7.8 Entire Agreement. This MOU and the documents referenced herein set forth all the
covenants, promises, agreements, conditions and understandings among the Parties concerning the
subject matter hereof and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as are herein set forth. All negotiations
and oral agreements acceptable to both parties have been merged into and are included herein, it
being understood that this MOU supersedes and cancels any and all previous negotiations,
arrangements, understandings and representations and none thereof shall be used to interpret or
construe this MOU.
7.9 Notices. All notices, certificates or other communications required to be given to the
Town of Vail or Vail Development, LLC, hereunder shall be sufficiently given and shall be deemed
given when delivered, or when deposited in the United States mail, first class, with postage
fully prepaid and addressed as follows:
If to the Town of Vail; Town of Vail
c/o
75 South Frontage Road
Vail, Colorado 81657
If to Vail Development, LLC: Vail Development LLC, c/o
Thomas J. Brink 600 Foshay Tower
821 Marquette Avenue South
Minneapolis, Minnesota 55402
7.10 No Third Party Beneficiary. This MOU and any financial guarantees required pursuant
to its terms are not intended for the benefit of any third party
7.11 Indemnification. Vail Development, LLC, agrees to indemnify and hold the Town
of Vail harmless against any and all liability, loss, damages, costs and expenses, including
reasonable attorney's fees, which the Town of Vail may hereafter sustain, incur or be required
to pay by reason of any negligent act or omission or intentional act of Nicollet, its agents,
officers, employees, contractors, or subcontractors, which is incurred in connection with or is of any
nature whatsoever arising out of the construction or the installation of the Improvements which
Nicollet is required to perform under the terms of this MOU.
7.12 Termination. So long as the Town of Vail approval for the Special Development
District No. 36 - Four Seasons Resort remains valid and has not terminated by passage of time or
otherwise, this MOU may not be terminated, in whole or in part, without the mutual written consent
of the Parties hereto
above.
WHEREFORE, the Parties hereto have executed this MOU as of the date first set forth
VAIL DEVELOPMENT, LLC
By: Thomas J. Brink
Its: Vice President & General Counsel
TOWN OF VAIL
By:
I
t
s
ss ACKNOWLEDGMENT BY VAIL DEVELOPMENT, LLC
STATE OF MINNESOTA
COUNTY OF HENNEPIN
This instrument was acknowledged on the day of , 2005, before
me a notary within and for said County by Thomas J. Brink, the Vice President and General
Counsel of Vail Development, LLC, a Minnesota corporation, on behalf of the corporation.
Notary Public
STATE OF COLORADO)
ss
COUNTY OF EAGLE
On the day of
, 2005, before me a notary public within and for
said County, personally appeared to me personally
known and by me duly sworn, the of the Town of Vail, a municipality
ACKNOWLEDGMENT BY TOWN OF VAIL
named in the foregoing instrument and that the seal affixed to said instrument was signed and
sealed on behalf of said municipality by authority of its
acknowledged said instrument to be the free act and deed of said municipality.
Page 1 of 1
Warren Campbell - Four Seasons Vail
, am
A.
From: "David Brooks" <dbrooks@jhgi.com>
To: "Warren Campbell" <wcmmpbell@vailgov.com>
Date: 10/18/2006 9:08 AM
Subject: Four Seasons Vail
CC: "TJ Brink" <tbrink@semperdev.com>, "Peter Speth" <Peter@jhgi.com>, "Doug Hipskind"
<dipskind@caprei.com>, "George Ruther" <gruther@vailgov.com>, "Russ Forrest"
<RForrest@vailgov.com>, "Tom Kassmel" <TKassmel@vailgov.com>
We have contacted Strategic Fence Company and requested them to make the necessary repairs to the
construction fencing around the Four Seasons property that you requested be repaired in your letter to TJ Brink
dated October 4, 2006. Strategic Fence has made a site visit to estimate the needed corrections. They told us
that they were trying to free up a crew to make the repairs by the end of this week. If not by Friday, then next
week.
We have made some temporary repairs to the screening material along Vail Rd. so it doesn't flat around in the
breeze.
When I have confirmation that a crew from Strategic Fence is scheduled, would you like me to notify you so
someone could meet me on site to review the necessary repairs?
David W. Brooks
Sr. Project Manager
The John Hardy Group, Inc.
The Centre Building
5180 Roswell Road
Atlanta, GA 30342
Phone # 404-256-8800 Ext. 105
Fax # 404-256-8810
Cell # 404-931-6584
E-mail dbrooks.@jh.gi,com
This e-mail and any attachments may contain confidential and privileged information. If you are not the intended recipient, please notify the sender
immediately by return e-mail, delete this e-mail and destroy any copies. Any dissemination or use of this information by a person other than the
intended recipient is unauthorized and may be illegal.
file://C:\Documents and Settings\Administrator\Local Settings\Temp\GW100001.HTM 10/19/2006
C+3/05/2007 16:34 FAX 9704764534
LAND TITLE-VAIL
q Ua.ll ROJ Easemre
RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:
Black Diamond Resorts - Vail LLC
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis. Minnesota 55402
Attention: President
4 reem e ref
SOIL NAILS EASEMENT AGREEMENT
16001/016
This Soil Nails Easement Agreement is made effective as of March 1, 2007 by and
between Black Diamond Resorts - Vail LLC; a Delaware limited liability company (which,
together with its successors and assigns, is referred to herein as the "Grantee"), and Holiday
House Condominium Association, d/b/a 9 Vail Road Condominiums (which, together with its
successors and assigns, is referred to herein as the "Grantor").
WHEREAS, Grantor is the association which represents each unit owner with respect to
the common elements of the Grantor Property, as hereafter defined, which in turn are the fee
owners of that certain parcel of real property located in the Town of Vail, County of Eagle, State
of Colorado, which is more particularly described on Exhibit "A" attached hereto (the "Grantor
Property"); and
WHEREAS, in conjunction with the development of a resort and hotel complex (the
"Resort") on property owned by Grantee that is adjacent to the Grantor Property, which
adjacent property owned by Grantee is more particularly described on Exhibit "B" attached
hereto (the "Grantee Property"), Grantee desires to acquire an easement under a portion of the
Grantor Property to permit Grantee and other Permitted Parties (as herein defined) to install soil
nails under, through and below the surface of a portion of the Grantor Property; and
WHEREAS, Grantor is willing to grant such easement to Grantee pursuant to the terms
and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of Easement. Grantor hereby grants unto Grantee, unto Grantee's design
consultants, agents, contractors, subcontractors and materialmen, and unto their respective
employees (collectively, the "Permitted Parties") a below ground, temporary easement within
the easement area legally described in Exhibit "C" attached hereto (the "Easement Area"), as
depicted on Exhibit "D" attached hereto, to permit the installation and existence of soil nails (the
"Soil Nails"), as generally depicted but not exceeding the intrusion depths onto Grantor Property
109721.doe
(03/05/2007 16:35 FAX 9704764534 LAND TITLE-VAIL 19 002/016
indicated on Exhibit "E", a sub-section of page XBS-2 of the plan for Caisson Drilling,
Excavation Shoring and Tieback Anchors by Coggins & Sons, Inc. dated 8/28/2006 and
modified 2/1/2007 attached hereto (the "Easement"). Notwithstanding anything herein to the
contrary, (a) in the event the Soil Nails or any device utilized to install the Soil Nails penetrates
or damages any building or other structure on the Grantor Property, the Permitted Parties shall
halt installation of the Soil Nails until such penetration and/or damage is corrected by the
Grantee or one of the permitted Parties; (b) the Soil Nails will remain in place and shall be of no
fiuther use or value upon completion of construction of the Resort and shall be abandoned in
place by Grantee; (c) Grantee shall have no obligation to remove the Soil Nails or to compensate
Grantor for Grantor's removal of the Soil Nails; (d) the Soil Nails shall be detached from the
shoring system and shall not provide continuing support for any building or structure on the
Grantee Property after completion of construction of the Resort; and (e) after completion of
construction of the Resort, the Soil Nails may be removed from the Easement Area by Grantor at
Grantor's expense.
2. Term. The rights of the Permitted Parties to use the Easement shall not commence
until Grantee has delivered to Grantor a notice of commencement of Grantee's use of the
Easement accompanied by the payment required by the terms of Section 7 hereof, and the
Easement shall terminate of its own accord, without further action by either party, on December
311 2009, provided that, in the event that Grantee completes its construction activities in the
Easement Area on or before such date, Grantee and Grantor agree to provide a recordable
termination of this Agreement and release of this Easement upon written request from either
Grantee or Grantor. Notwithstanding such termination, Grantor acknowledges that the Soil Nails
will remain in the Easement Area after termination of the Easement until removed by Grantor at
Grantor's expense.
3_ Liens. In the event that any liens are filed against the Grantor Property or any part
thereof arising out of or related to any work performed by or on behalf of Grantee in connection
with this Agreement, Grantee shall have such liens discharged of record or insured or bonded
over within thirty (30) days of receipt of notice of said lien.
4. Hazardous Waste. The Grantee shall indemnify and hold the Grantor harmless
from and against all claims of whatever nature related to hazardous substances whose presence
upon or under the Easement Area is caused directly, indirectly or by omission by Grantee or its
employees, agents, contractors, subcontractors or materialmen, pursuant to the terms of Section
10 hereof. Such term "hazardous substances" shall be interpreted herein as it and similar terms
are defined in the Federal Resource Conservation and Recovery Act of 1976, the Federal
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Superfund Amendments and Reauthorization Act of 1986 (U.S.C. § 9601, et seq.), as amended:
5. Conditions of Construction Easement. Grantor and Grantee shall abide by the
following terms and conditions in connection with the use of the Easement and installation of the
Soil Nails.
109721.doe 2
03/05/2007 16:35 FAH 9704764534 LAND TITLE-VAIL 19 003/016
(a) Grantee shall use its best efforts to minimize disruption to Grantor,
together with its unit owners and guests, during the installation of the Soil
Nails.
(b) Grantor shall cooperate with Grantee (without cost and expense to
Grantor) in the timely completion of the installation of the Soil Nails.
(c) Grantee shall not install any construction fencing on the Grantor Property.
6. Restoration. Grantee agrees, at its sole cost and expense, to restore the surface of
the Grantor's Property and any buildings, garage facilities, utility installations or other
improvements on or under Grantor's Property and any personal property located on Grantor
Property that are damaged as a result of the actions or omissions of Grantee or its employees,
agents, contractors, subcontractors and materialmen (if any) in the installation of the Soil Nails.
In the event the real or personal property referred to above cannot be restored to its original
condition, Grantee shall, at the option of the owner of such real or personal property, pay to any
injured party such damages as may be attributable to the loss suffered, including but not limited
to the value of the real or personal property damaged or destroyed.
7. Consideration. In consideration of the grant of the Easement, Grantee shall pay to
Grantor the sum of Two Hundred Fifty Thousand Dollars (5250,000.00), which sum shall be
paid by Grantee upon notice of commencement of Grantee's use of the easement and prior to the
use of the Easement by Grantee.
8, Engineering Costs. In addition to the consideration set forth in Section 7 hereof,
Grantee shall reimburse Grantor for Grantor's reasonable costs, not to exceed a total
reimbursement of Fifteen Thousand Dollars ($15,000), to engage an engineer licensed in
Colorado to evaluate the Soil Nails system to be installed on the Grantor Property in connection
with development and construction of the Resort and/or to install and monitor devices to measure
the movement of the Grantor Property resulting from the use of soil nails or dewatering;
provided however, that Grantor skull require such engineer, to certify and provide all such
evaluations and data to both Grantor and Grantee. Grantor may request such reimbursement in
installments as such costs are incurred, provided that the total of all such reimbursement requests
do not exceed Fifteen Thousand Dollars ($15,000). Each such requested reimbursement shall be
due and payable by Grantee within thirty (30) days of Grantee's receipt of reasonable evidence
documenting such casts. Grantee may, at its election, cause its own consultants to enter the
Grantor Property prior to commencement of construction of the Resort to assess the current soils
conditions and improvements on the Grantor Property.
9. Remedies and Enforcement.
(a) All Legal and Equitable Remedies Available- In the event of a breach or
threatened breach by Grantor or Grantee of any of the terms, covenants,
restrictions or conditions hereof, the other shall be entitled forthwith to full
and adequate relief by injunction and/or all such other available legal and
109721-doe
03/0512007 16:35 FAX 9704764534 LAND TITLE-VAIL 1&004/016
equitable remedies from the consequences of such breach, including
payment of any amounts due and/or specific performance.
(b) Self-He1ti. In addition to all other remedies available at taw or in equity,
upon the failure of a defaulting party to cure a breach of this Agreement
within thirty (30) days following written notice thereof by such non-
defaulting party (unless, with respect to my such breach the nature of
which cannot reasonably be cured within such 30-day period, the
defaulting party commences such cure within such 30-day period and
thereafter diligently prosecutes such cute to completion), the non-
defaulting party shall have the right to perform such obligation contained
in this Agreement on behalf of such defaulting party and be reimbursed by
such defaulting party upon demand for the reasonable costs thereof
together with interest at the prime rate announced from time to time by the
Wald Street Journal, plus two percent (2%) (not to exceed the maximum
rate of interest allowed by law). Notwithstanding the foregoing, in the
event of an emergency a party hereto may immediately cure the same and
be reimbursed by the other party upon demand for the reasonable cost
thereof together with interest at the prime rate, plus two percent (2%), as
above described.
(c) Lien Rights. Any claim for reimbursement, including interest as aforesaid,
and all costs and expenses including reasonable attorneys' fees awarded to
any party in enforcing any payment in any suit or proceeding under this
Agreement shall be assessed against the defaulting party in favor of the
prevailing party and shall constitute a lien (the "Assessment Lien")
against said defaulting party's property until paid, effective upon the
recording of a notice of lien with respect thereto in the Office of the
County Recorder of the County of Eagle, State of Colorado; provided,
however, that any such Assessment Lien shall be subject and subordinate
to (i) liens for taxes and other public charges which by applicable law are
expressly made superior, (ii) all liens recorded in the Office of the County
Recorder of the County of Eagle, State of Colorado, prior to the date of
recordation of said notice of lien, (iii) all leases entered into, whether or
not recorded, prior to the date of recordation of said notice of lien; and (iv)
all management and other agreements entered into with respect to the
operation and management of the Property, whether or not recorded, prior
to the date of the said notice of lien. All liens recorded subsequent to the
recordation of the notice of lien described herein shall be junior and
subordinate to the Assessment Lien. Upon the timely curing by the
defaulting party of any default for which a notice of lien was recorded, the
party recording same shall record an appropriate release of such notice of
lien and Assessment Lien.
(d) Remedies Cumulative. The remedies specified herein shall be cumulative
and in addition to all other remedies permitted at law or in equity-
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10. Indemnity. Grantee agrees to indemnify and hold Grantor harmless from and
against any and all claims, demands, debts, causes of action, suits, covenants, contracts,
agreements and costs, whether to persons or property, as a result of (i) any third party action
arising out of the activities of Grantee or its employees, agents, contractors, subcontractors or
rnaterialinen hereunder, and (ii) the construction activities performed in the Easement Area by
Grantee or its employees, agents, contractors, subcontractors or materialmen, and (iii) any other
direct or indirect activities or omissions of Grantee or its employees, agents, contractors,
subcontractors or materialmen hereunder, and Grantee agrees to defend and hold Grantor
harmless in any action or litigation, threatened or otherwise, arising out of such direct or indirect
activity or omissions of Grantee or its employees, agents, contractors, subcontractors or
materialmen hereunder, including, but not limited to, Grantor's reasonable attorney's fees and
costs.
11. Survival of Terms: Binding Upon Successors and Assigns: Covenants Running
with the Land. The terms, conditions, liabilities and obligations contained in Sections 3, 4, 6, 7,
8, 9 and 10 hereof skull survive the termination of this Agreement regardless of the form or
timing of the termination. The provisions of this Agreement shall be, until termination of the
Easement, covenants running with the Grantor Property and the Grantee Property and the
provisions hereof skull be binding upon and inure to the benefit of the successors and assigns of
Crrantor and Grantee.
12. Notices. Notices, communications or demands required or permitted to be given
hereunder shall be given by certified mail, return receipt requested or by national overnight
courier company, or personal delivery. Notice shall be deemed given upon receipt or refusal to
accept delivery. Each party may cbange from time to time their respective address and/or
telephone and fax numbers for notice hereunder by like notice to the other party. The notice
addresses are as follows:
In the case of Grantor: Holiday House Condominium Association,
d/b/a 9 Vail Road Condominiums
P. O. Sox 5733
Vail, Colorado 81658-5733
,Attention: Association President
Phone: (970) 479-7100 / Fax: (970) 476-8852
In the case of Grantee: Black Diamond Resorts - Vail LLC
c/o Capital Real Estate, Inc.
50 South Sixth Street, Suite 1480
Minneapolis, MN 55402
Attention: President
Phone: (612) 313-2500 / Fax: (612) 313-0136
or at such other address as such party may specify in writing.
1 U9721.doc 5
03/0512007 16:35 FAH 9704764534 LAND TITLE-VAIL IQ0061016
13. Governing Law. The laws of the State of Colorado shall govern the interpretation,
validity, performance, and enforcement of this Agreement.
14. Estoppel Certificates. Each party hereto, within twenty (20) days of its receipt of a
written request from the other party, shall from time to time provide the requesting parry, a
certificate binding upon such party stating: (a) to the best of such party's knowledge, whether any
party to this Agreement is in default or violation of this Agreement and if so identifying such
default or violation; and (b) that this Agreement is in full force and effect and identifying any
amendments to the Agreement as of the date of such certificate.
15. Bankruptcy. In the event of any bankruptcy affecting any party, the parties agree
that this Agreement shall, to the maximum extent permitted by law, be considered an agreement
that runs with the land and that is not rejectable, in whole or in part, by the bankrupt person or
entity. .
16. Counterparts. This Agreement may be executed in counterparts, all of which
taken together shall constitute one and the same instrument.
17. Amendment. The parties agree that the provisions of this Agreement may be
modified or amended, in whole or in part, or terminated, only by the written consent of the
parties hereto (or such successors and assigns).
18. No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to such default.
19. Representations. Each of the parties hereto, hereby represents and warrants to the
other party that they bave the express authority and power to enter into this Agreement and to
grant the Easements set forth herein. Further, the parties represent and warrant to the other party
that the individuals executing this Agreement on behalf of said party have the unqualified
authorization and authority to execute this Agreement and bind said party to the express terms
hereof
20. Arbitration. The parties hereto hereby acknowledge and agree that subject to the
interim rights noted below any controversy or claim arising out of or related, directly or
indirectly to this Soil Nails Easement Agreement shall be resolved by arbitration administered by
the American Arbitration Association under its Construction Industry Arbitration Rules and
Mediation Procedures and judgment on the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. The parties hereto further acknowledge and agree that the
arbitration shall be held in the State of Colorado and that the arbitrator(s) may grant any remedy
or relief, consistent with Colorado law, that the arbitrator(s) deems just and equitable and within
the scope of this Soil Nails Easement Agreement, including, but not limited to, (a)specific
performance and, (b) upon a substantial violation of this agreement not cured by Grantee within
30 days after (i) notice of the violation, or (ii) if the violation is disputed, confirmation of the
violation by the arbitrator, termination of Grantee's rights hereunder. The parties hereto hereby
agree that the arbitrator(s) shall not have the authority, in the award, to assess damages (other
than those directly recoverable under sections 3, 4, 6, 7, 8, 9(b) and (c) and 10) or fees, expenses
109721.doc 6
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and compensation (including but not limited to, reasonable attorneys' fees and costs) in favor of
the prevailing ply in the arbitration, but shall have only the authority to require specific
performance. Each party shall also have the right to apply for and to obtain, from a court having
jurisdiction, interim judicial relief pending the results of the arbitration.
[Remainder of Page Intentionally Left Blank]
109721_doc 7
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IN WITNESS WHEREOF, the parties have executed this Soil Nails Easement
Agreement as of the day and year first above written.
"GRANTER"
BLACK DIAMOND RESORTS - VAIL LLC,
a Delaware limited liability company
By,
Douglas G. H skind
Its: Vice President
STATE OF MINNESOTA
COUNTY OF HENNEPIN
ss.
This instrument was acknowledged before me on k & .Z$ , 2007, by Douglas G.
Hipskind, the Vice President of Black Diamond Resorts - Vail "P, a Delaware limited liability
company, on behalf of the limited liability company.
WOMV HARLOTTE MARNOTARY PSTATE OF MINCOMMISSION WIt
Notary Public
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03/05/2007 16:36 FAX 9704764534 LAND TITLE-VAIL 16 0091016
STATE OF COLORADO
COUNTY OF EAGLE
ss.
"GRANTOR„
HOLIDAY HOUSE CONDOMINIUM
ASSOCIATION,
d/b/a 9 VAIL ROAD CONDOMINIUMS,
a Colorado corporation
By: . ;i~
,Gw dolyn ca peIrb, its President
By:
Barry also, its Secretary
This instrument was acknowledged before me on Kah 2007 by Gwendolyn
5calpello as the President of Holiday House Condominium Association, d/b/a 9 Vail Road
Condominiums, a Colorado corporation, on behalf of the corporation.
Vrht0
STATE OF eornm)e- )
1-0 CZLS ) ss.
COUNTY OF EmsE 1
This instrument was acknowledged before me on kar&) Q , 2007 by Barry Walsh
as the Secretary of Holiday House Condominium Association, d/b/a 9 Vail Road Condominiums,
a Colorado corporation on behalf of the corporation.
MEAED9H H. SLED
Nosy Pubk. SO of ODID
My C lesion Upkes 02-14 2810
109721.doc 9
03105/2007 16:36 FAX 9704764534 LAND TITLE-VAIL 1&010{016
EXHIBIT A
GRANTOR PROPERTY LEGAL DESCRIPTION
A part of the Northeast one-quarter of Section 7, Township 5 South, Range 80 West of the Sixth
Principal Meridian and being a part of Lots A, B, and C of Amended Map of Sheet 1 of 2 of Vail
Village Second Filing, County of Eagle, State of Colorado, more particularly described as
follows:
Commencing at the Northeast corner of said Section 7;
thence Southerly and along the East line of the Northeast one-quarter of said Section 7,
39.20 feet to the South right-of-way line of US. Highway No. 6;
thence on an angle to the right of 100 degrees 41'4T' and along said South right-of-way
line 25.44 feet to a point on the West line of Vail Road, said point being the
Northeasterly corner of said Lot A;
thence continuing along the aforementioned line and along the Northerly line of said Lot
A,, 152.65 feet to the Northwesterly corner of said Lot A;
thence on an angle to the left of 100 degrees 41'47" and along the West line of said Lot
A, 139.15 feet to the true point of beginning;
thence on an angle to the left of 73 degrees 53'12", 156.13 feet to the West line of Vail
Road;
thence on an angle to the right of 73 degrees 53'12" and along said West line 202.15 feet;
- thence on an angle to the right of 90 degrees 00'00", 98.75 feet to the Northerly line of
West Meadow Drive;
thence on an angle to the right of 58 degrees 16'39" and along said Northerly line and
along a curve to the left having a radius of 175.00 feet, a central angle of 36 degrees
0015", an arc distance of 109.97 feet to a point of tangent;
thence along said tangent and along said Northerly line 11.00 feet;
thence on an angle to the right of 141 degrees 46'30", 101.50 feet;
thence on an angle to the left of 102 degrees 13'17", 86.00 feet;
thence on an angle to the right of 90 degrees 00'00", 18.27 feet;
- thence on an angle to the left of 90 degrees 00'00", 67.00 feet, more or less, to the true
point of beginning; containing 28,347.31 square feet or 0.65 acres. more or less.
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EXHIBIT B
GRANTEE PROPERTY LEGAL DESCRIPTION
PARCEL A:
A PART OF THE NORTHEAST ONE-QUARTER OF SECTION 7, TOWNSHIP 5 SOUTH,
RANGE 80 WEST OF THE SIXTH PRINCIPAL MERIDIAN AND BEING A PART OF
LOTS A, B, AND C OF AMENDED MAP OF SHEET 1 OF 2 OF VAIL VILLAGE SECOND
FILING, COUNTY OF EAGLE, STATE OF COLORADO, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 7; THENCE
SOUTHERLY AND ALONG THE EAST LINE OF THE NORTHEAST ONE-QUARTER OF
SAID SECTION 7; 39.20 FEET TO THE SOUTH RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6; THENCE ON AN ANGLE TO THE RIGHT OF 100 DEGREES 41
MINUTES 47 SECONDS AND ALONG SAID SOUTH RIGHT OF WAY LINE, 25.44 FEET
TO A POINT ON THE WEST LINE OF VAIL ROAD, SAID POINT BEING THE
NORTHEASTERLY CORNER OF SAID LOT A; THENCE CONTINUING ALONG THE
AFOREMENTIONED LINE AND ALONG THE NORTHERLY LINE OF SAID LOT A,
152.65 FEET TO A POINT ON THE NORTHWESTERLY CORNER OF SAID LOT A, SAID
POINT BEING THE TRUE POINT OF BEGINNING; THENCE ON AN ANGLE TO THE
LEFT OF 100 DEGREES 41 MINUTES 47 SECONDS AND ALONG THE WEST LINE OF
SAID LOT A, 110.0 FEET; THENCE ON AN ANGLE TO THE LEFT OF 73 DEGREES 53
MINUTES 12 SECONDS, 156.13 FEET TO THE WEST LINE OF VAIL ROAD; THENCE
ON AN ANGLE TO THE RIGHT OF 73 DEGREES 53 MINUTES 12 SECONDS AND
ALONG SAID WEST LINE 29.15 FEET; THENCE ON AN ANGLE TO THE RIGHT OF 106
DEGREES 06 MINUTES 48 SECONDS, 156.13 FEET TO THE WEST LINE OF SAID LOT
A; THENCE ON AN ANGLE TO THE LEFT OF 134 DEGREES 17 MINUTES 11 SECONDS,
67.00 FEET; THENCE ON AN ANGLE TO THE RIGHT OF 90 DEGREES 00 MINUTES 00
SECONDS, 18.27 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00
MINUTES 00 SECONDS, 86.00 FEET; THENCE ON AN ANGLE TO THE RIGHT OF 102
DEGREES 13 MINUTES 17 SECONDS, 101.50 FEET, MORE OR LESS TO THE
NORTHERLY LINE OF WEST MEADOW DRIVE; THENCE ON AN ANGLE TO THE
RIGHT OF 38 DEGREES 13 MINUTES 30 SECONDS AND ALONG THE SAID
NORTHERLY LINE 264.42 FEET TO A POINT OF CURVE; THENCE CONTINUING
ALONG SAID NORTHERLY LINE AND ALONG A CURVE TO THE LEFT HAVING A
RADIUS OF 525.00 FEET, A CENTRAL ANGLE OF 06 DEGREES 23 MINUTES 12
SECONDS, AN ARC DISTANCE OF 58.52 FEET TO THE WESTERLY LINE OF LOT C;
THENCE ON AN ANGLE TO THE RIGHT OF 84 DEGREES 48 MINUTES 35 SECONDS
AND ALONG THE WESTERLY LINE OF LOT C, 251.25 FEET TO THE SOUTH RIGHT OF
WAY LINE OF U.S. HIGHWAY NO. 6; THENCE ON AN ANGLE TO THE RIGHT OF 90
DEGREES 00 MINUTES 00 SECONDS AND ALONG SAID SOUTH RIGHT OF WAY LINE
300.00 FEET; MORE OR LESS, TO THE TRUE POINT OF BEGINNING.
03/05/2007 16:36 FAX 9704764534 LAND TITLE-VAIL 19012/016
PARCEL B:
A PART OF LOT A OF AMENDED MAP OF SHEET 1 OF 2 OF VAIL VILLAGE, SECOND
FILING, COUNTY OF EAGLE, STATE OF COLORADO, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT A; THENCE SOUTH
79 DEGREES 41 MINUTES 13 SECONDS EAST AND ALONG THE NORTHERLY LINE
OF SAID LOT A, A DISTANCE OF 152.65 FEET TO THE NORTHEAST CORNER OF
SAID LOT A; THENCE SOUTH 0 DEGREES 23 MINUTES 00 SECONDS EAST ALONG
THE EASTERLY LINE OF SAID LOT A, A DISTANCE OF 125.00 FEET; THENCE NORTH
74 DEGREES 16 MINUTES 12 SECONDS WEST A DISTANCE OF 156.13 FEET TO A
POINT OF INTERSECTION WITH THE WESTERLY LINE OF SAID LOT A; THENCE
NORTH 0 DEGREES 23 MINUTES 00 SECONDS WEST AND ALONG SAID WESTERLY
LINE OF SAID LOT A, A DISTANCE OF 110.00 FEET TO THE TRUE POINT OF
BEGINNING, COUNTY OF EAGLE, STATE OF COLORADO.
03/05/2007 16:36 FAX 9704764534 LAND TITLE-VAIL 1&073/076
EXHIBIT C
EASEMENT AREA PROPERTY LEGAL DESCRIPTION
LAND DESCRI ION
A Fbreel of lend rb0dltd in the COncominlum Naa for 140 HORNY Ha. 4p uf, Iee.0'ceo m J00k 2211 of Po k r!%,
fuggy Cnunl v, t.nmrona, oe:ng more 1)(2-dedwly ac,-;bpd ue foilawt.
~r-mmlf pt Inn Noilneea corner or Secdoo TownYdf; Sa,';h, Ro'Iga 60 Wes; DI lne Seth
Erin Oiar: xlrridro<r; tarn:.w airing the Los. fl^.e cf :r'c Nrr;-cn!t Qvafto, 51 ,ha NOrthecs:
Q.mlew or sme SoOhpY, 1, Cn0 loferfing an aeo,i.+ga con[o,r+arf n n ■6d hi! L-crq. gD0T0'7C'W,
a Cala,ce ar 30 79 Ice:, thence aeponing m-0 -ne N7pT,g'W, o c3tonef! of 75,Al feel
m ,he Ner,rpal enfm&' of moo[ A A'amdcd Mao at 5heal I of 7 0; Veil Win a. Secorlc fiing• Rereptfp- Np, 07109,
;hence oleno the Ccvl "„r 7f +nid tot 4 non thn Werl fl9hl-or-ray file of va'r Rocd
600a9'2a'W, o ;,starve of 17500 rrnL 1r1aMH. eonls.,hg along sa;c cnf s009P'28'W. = mataacr of
zy.7~ reel to [he• NM,haml rNlH of acr r:nranr.miam uop for !Ile uuiday "cult.
one the fblnt of (fen-.1g1 'H.ALA MMg ton North and Well bounaaips of roW Clrly-ieiLm Map,
T>le ld:ow;ng too (21 vw-aw p•rd a„ ttoneas
T) WJ!'AXWW, tyg 11 frr';
2) 228-009,v c. 51 50 4vL th,lnvv dppprl9,y the .•esteny 1- Of Lnndnm,nhrrr mop N70'5"i3'C, C 31 feet:
thence 3990.86/'f, `879 feel: Inrna+ NFI~TaO'I', 61311101 along a rlne pardld :a uld Ofr7 rvnt o, nom the northa•rol
wdl Df the nd,oay Hovan, nlrna: 57lS:tYlc t., 8.130 feet tsona a fire pr,wlr~ 1o nnn 1:07 reef away fro-, lltp noflhvoel
wall of the Iloncby llvvft mend! NG1Ti7" 10'.. 7197 fee; along r line aaia'101 'n qnd `,.N9 fee: awry frumn the no+lnnest
of the holiday 11D'Jre: "Icnre 50,W'45'f.. 1797 foot, hence S79'.5'20-L, 2J.29 -fell '•nnan N59'1.5'Wf, Ir, 4n N_r:;
I? a acme or. eaawly !nf of 5e,a Conefornelum mall law lnt. Molpay h(,ovtll llwef N00'0920%, olonq sold I..!
11.be Ifal 20 U,e po;n; or i,cpIl,hg.
T`•0 rplfpr ttn~ D-gel ten[am 9.92 deer me•C M less
qNG INC
)F~gr"
Q3/05/2007 16:36 FAX 9704764534 LAND TITLE-VAIL 16014/016
EXHIBIT D
DRAWING OF EASEMENT AREA
FOUR SEASONS RESORTS
SOIL N a.Il
0' + aSOINK° 1+p-Ir OF
I
pARM
L01 Y
r rY~Ff: -F7s4Ai~IG7„ r` ~-BCC qa-Y,'~
\r
\a-foil. X170 1~ - - rr !-rr.r r. ng
r
r'6 ti~ zA7►• rYah I
I r rwa I
ngoav W4C ~WM•WAr r•US116a9ln
C I to wa Ram coypway,u51
1 cmeGmm w YM
SCNA 7• . M 1100AY NM -.w
9GPf 779 PAGE 9]9 \
PONT OF CDUiiFNCFbrWY
7 1/l QUUINUM CAP
NQYYmrASl cwNCA Oc SBCYIDN 7
c1
I JS 4'
aKw E~sra~ /all .ws- wy r•yal }A -
h Uti uem rnY M dN I WUI .Itlri.. ~
ai914!' Ml'- hklb h M 1 r~aY mf aelar bawl N-m Y sNe{
a,-Ca c,Nn,lsw rM~ Ylaa tan rata YY o W M-• d ay 1
AIUfsW:w .1..1•- Iran. r
olh {
1
I O'. A h I Y I.
A--Rnfed WUP of Sna i 1 01 2
Of We \N r, Svccr-_ Fi.rg {I
1
\rr PGNI lv' ~'vl
WA ALL I le
r~WA {TES
fV I~
CONDONINIUU y,ip I
1 Nr P OLJDAr I IQUg~
SON 249 PACE C]6 t
$CAE; 11' 40'
SHEET 1 Cl 2
Affl
1 ~~L+ - Imor INC INC
~i9.fftl COkN~R wA L...Ir.. .
J Fi1bN r
(x3/05/2007 16:37 FAX 9704764534 LAND TITLE-VAIL 16 015/016
EXHIBIT E
DEPICTION OF SOEL NAILS
(see attached)
t;3/05/2007 16:37 FAH 9704764534
SONS,
-791-0967
LAND TITLE-VAIL
LAYTON CONSTRUC
9090 SOUTH SAN[
SANDY, UTAH 840
PH_ 801-568-909
1&016/016
VAIL
DEVELOPMENT
March 29, 2007
Ms. Gwen Scalpello
President, Holiday House Condominium Association
d/b/a 9 Vail Road Condominiums
9 Vail Road
Vail, Colorado 81657
Mr. George Ruther
Chief of Planning, Town of Vail
75 South Frontage Road
Vail, Colorado 81657
RE: 9 Vail Road Balcony Encroachment
Dear.Gwen & George:
50 South Sixth Street
Suite 1480
Minneapolis, MN 55402
Phone: 612-313-0123
Fax: 612-313-0136
This letter shall confirm that Vail Development, LLC and Black Diamond Resorts - Vail
LLC (collectively "Vail Development") are fully aware of the balcony redesign and anticipated
redevelopment of the four (4) balconies that encroach upon its property located at One Vail
Road, Vail Colorado 81657, as generally depicted in the attached "Railing Section" prepared by
the company of Fritzlen Pierce and in the Deck Encroachment Exhibit prepared by Alpine
Engineering, Inc. (collectively the "Drawings"). Vail Development hereby approves the
redesign as specifically set forth in the Drawings and confirms for 9 Vail Road and the Town of
Vail that the four (4) balconies to be altered as depicted in the Drawings are allowed to altered
without further approval or other action by Vail Development pursuant to the terms of the Air
Space and Maintenance Easement Agreement entered into between 9 Vail Road and Vail
Development and recorded with the Eagle County Recorder's Office on February It, 2005.
If you have any further questions regarding this matter, please do not hesitate to contact
me.
Very truly yours,
By: Tho J. Brink
Its: Authorized Agent
TJB/
Enclosures
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FILE COPY
JOHN MACKINNON
SENIOR VICE PRESIDENT
DESIGN & CONSTRUCTION
August 7, 2007
FOUR SEASONS
A'ea al-A-lAe&I'm4
Mr. George Ruther
Director of Community Development
Town of Vail
75 South Frontage Road
Vail CO 81657
USA
Re: Four Seasons Resort - Vail
Dear Mr. Ruther:
At the request of TJ Brink, the developer of the Four Seasons Resort - Vail, I am writing to
confirm for the Town of Vail the intended use and operation of the nineteen (19) Residence
Club Units to be constructed as part of the hotel. The Residence Club Units will not be used
as a primary residence and will be sold in 1/12th interests. The rules governing the Residence
Club Units act to restrict the ability of any one owner from using the unit a residence and the
typical occupancy of any one guest is one week or less. Accordingly, the Residence Club
Units will be used more like a hotel room rather than a residence.
If you need anything further in connection with the use and operation of the Residence Club
Units, please do not hesitate to contact me.
Yours truly,
JM.jc
Copy: T.J. Brink, HB Development Co.
D. Atmore, Hill Glazier Studio HKS
G:\dc\Vail\Owner\L_GRuther Town of Vail.doc
1165 LESLIE STREET, TORONTO, ONTARIO, CANADA M3C 2K8
TEL: (416) 441.3833 FAX: (416) 441.4397 www.fourseasons.com
FILE COPY
SOLS/-Y)s
TOWN OF VAIL
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding is made and entered into on the 3- day of
October, 2007, by and between BLACK DIAMOND RESORTS - VAIL LLC, a
Delaware Limited Liability Company and the TOWN OF VAIL a Municipal
corporation, situated in the County of Eagle, State of Colorado.
WHEREAS, Black Diamond Resorts - Vail LLC is planning the development
and construction of a mixed use project consisting primarily of a five star hotel, a
fractional fee club, condominiums, retail, employee housing units and related facilities at
One Vail Road (formerly known as 28 South Frontage Road and 13 Vail Road), Vail,
Colorado (Lots 9A and 9C, Vail Village 2°d Filing) commonly known as the Chateau at
Vail hotel and the Alpine Standard/Amoco gasoline station;
WHEREAS, in connection with its proposed mixed use development Black
Diamond Resorts - Vail LLC, is requesting from the Town of Vail certain entitlements
pursuant to its applications for a major amendment to Special Development District No.
36, a conditional use permit for Type III Employee Housing Units, a conditional use
permit for a Fractional Fee Club and a rezoning of Lot 9A, Vail Village 2nd Filing;
WHEREAS, in connection with the applications and requested entitlements,
Black Diamond Resorts - Vail LLC, is required by the Town of Vail to make certain off-
site/public improvements (as specifically set forth in detail below) along South Frontage
Road and West Meadow Drive consistent with the Town of Vail Streetscape Master
Plan, as amended;
yull, 31E1
WHEREAS, as a condition to the second reading of Ordinance No. 20, Series of
2005, the parties are required to enter into this Memorandum of Understanding setting
forth the responsibilities, obligations and requirements of the parties in connection with
said offsite/public improvements to be performed by Black Diamond Resorts - Vail LLC:
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, parties hereto agree as follows:
1. DEFINITIONS
When used in this Memorandum of Understanding, the following terms
shall have the following meanings unless otherwise specifically defined. The singular
shall include the plural and masculine gender shall include the feminine and the neuter
unless otherwise required by the context.
"Improvements" shall mean those off-site/public improvements as specifically
defined in Section III below.
"MOU" shall mean this Memorandum of Understanding agreement and all
exhibits annexes hereto.
"Black Diamond" shall mean Black Diamond Resorts - Vail LLC, a Delaware
Limited Liability Company, whose address is 50 South Sixth Street, Suite 1480,
Minneapolis, Minnesota 55402; Attention: Douglas G. Hipskind.
"Parties" shall mean both Black Diamond and the Town of Vail.
"Project" shall mean the mixed use project being planned by Black Diamond and
consisting primarily of a five star hotel, fractional fee club, condominiums, retail,
employee housing units and related facilities to be located at the Property, which mixed
use project is the subject of Ordinance No. 20, Series 2005.
"Property" shall mean those properties commonly know as the Alpine
Standard/Amoco gasoline station and the Chateau at Vail hotel, located at One Vail Road
(and formerly known as respectively 28 Frontage Road and 13 Vail Road), Vail Colorado
- Lots 9A and 9C, Vail Village 2 Filing.
"Town of Vail" shall mean the Town of Vail, a municipal corporation, whose
address is 75 South Frontage Road, Vail Colorado 81657; Attention: Director of
Community Development.
II. PURPOSE
2. The express purpose of this MOU is to establish the mutual responsibilities,
obligations and requirements of the Parties hereto regarding the Improvements to be
performed by Black Diamond in connection with Black Diamond's entitlements and
Project. These Improvements are required to be made by Black Diamond based upon the
design and functionality of the Project or as specifically required by the Town of Vail in
connection with Black Diamond's entitlements.
111. BLACK DIAMOND'S OBLIGATIONS
3. Black Diamond shall be responsible, at its sole cost and expense, except as
specifically provided herein, to complete and perform the following (collectively, the
"Improvements") in connection with the Project:
(a) South Frontage Road. Black Diamond shall perform the following
improvements along the South Frontage Road, using new and first class materials, as
approved by the Town of Vail and the Town of Vail Design Review Board and in
accordance with all applicable federal, state and local laws, statutes, ordinances and
regulations: (i) widen the south side of South Frontage Road and install a left turn in
South Frontage Road to the entrance of the hotel and a corresponding left turn lane to the
entrance of the existing Town of Vail Police Station: (ii) install medians in South
Frontage Road from the main roundabout to the western lot line of the Scorpio
Condominium property; (iii) provide all landscaping, irrigation, electrical power for
holiday lights, and lighting within the proposed South Frontage Road median to be
constructed by Black Diamond; (iv) install an attached heated paver sidewalk/walkway (6
to 8 feet wide) adjacent to the South Frontage Road from the bus stop adjacent to the US
Bank Building, formerly, Weststar Bank east along the Scorpio Condominium property
and the Property to Vail Road including all lighting, retaining walls, railing, utility
relocation, curb, gutter, drainage, storm sewer, irrigation and landscaping as necessary;
(v) relocate the fire hydrant adjacent to South Frontage Road, if required by the Town of
Vail fire department; and (vi) complete a two (2) inch pavement overlay of the South
Frontage Road from the westerly edge of the main roundabout west to the bus stop
adjacent to the US Bank Building, formerly, Weststar Bank.
(b) Vail Road. Black Diamond shall perform the following improvements
along the Vail Road, using new and first class materials, as approved by the Town of Vail
and the Town of Vail Design Review Board and in accordance with all applicable
federal, state and local laws, statutes, ordinances and regulations: (i) install an attached
heated paver sidewalk/walkway (6 to 8 feet wide) adjacent to Vail Road from the South
Frontage Road south along the Property to 9 Vail Road property, including all lighting
retaining walls, railings, utility relocation, curb and gutter, drainage, irrigation, and
landscaping as necessary; and (ii) pay the Town of Vail, Black Diamond's proportionate
share of the two (2) inch pavement overlay of Vail Road from the main roundabout
(South Frontage Road) south to the property line of 9 Vail Road as set forth on Exhibit
"A" attached hereto.
(c) West Meadow Drive. Black Diamond shall perform the following
along West Meadow Drive, using new and first class materials, as approved by the Town
of Vail and the Town of Vail Design Review Board and in accordance with all applicable
federal, state and local laws, statutes, ordinances and regulations: (i) install an attached
heated paver sidewalk/walkway (6 to 14 feet wide, or as required by the final approved
Town of Vail Streetscape Master Plan for West Meadow Drive) adjacent to West
Meadow Drive from the western most side of Mayors' Park west along the 9 Vail Road
property and the Property to the western most property line of the Property, including all
lighting retaining walls, railings, utility relocation, curb and gutter, irrigation, drainage
and landscaping as necessary and to match and be coordinated with the final approved
Town of Vail Streetscape plan for West Meadow Drive, (ii) completion of the
construction documents for the West Meadow Drive roadway based on the existing West
Meadow Design plan prepared by Otak and construction of all design improvements
along West Meadow Drive from the centerline of the proposed road to the property line
of the Property and the 9 Vail Road property from the western most side of Mayors' park
west to the western most property line of the Property and all necessary reasonable
construction tie-ins to match existing conditions, including all drainage, storm sewer (to
the necessary outfall which may or may not extend beyond the described limits), lighting,
art, streetscape enhancements, utility relocation, edge treatments, curb and gutter,
irrigation and landscaping as necessary and to match and be coordinated with the final
approved Town of Vail Streetscape plan for West Meadow Drive. (iii) install an attached
heated paver sidewalk/walkway adjacent to West Meadow Drive and Vail Road from the
western most property line of Mayor's Park to the northeastern most property line of
Mayor's Park. Curb and gutter work shall be completed by the Town of Vail at the Town
of Vail's sole cost and expense.
(d) Pedestrian Walkway. Black Diamond shall perform the following
improvements along the western property line of the Property from the South Frontage
Road to West Meadow Drive, using new and first class materials, as approved by the
Town of Vail and the Town of Vail Design Review Board and in accordance with all
applicable federal, state and local laws, statutes, ordinances and regulations: (i) design
and install an attached heated pedestrian sidewalk/walkway along the western property
line of the Property from the South Frontage Road south to West Meadow Drive,
including all lighting, retaining walls, railings, utility relocation, drainage and
landscaping as necessary.
(e) Maintenance Agreement Black Diamond shall enter into with the
Town of Vail a Sidewalk/Streetscape Heat and Maintenance Agreement, provided by the
Town of Vail.
IV. EASEMENTS
4. Black Diamond shall be responsible, at its sole cost and expense, to prepare
and submit all applicable roadway, drainage, and pedestrian easements for dedication in
connection with the Project or the Improvements to the Town of Vail for review and
approval by the Town of Vail, Town Attorney and all such easements shall be filed and
recorded with the Eagle County Clerk and Recorder's Office prior to the issuance of a
Certificate of Occupancy for the Property.
V. TOWN OF VAIL'S OBLIGATIONS
5. Once the Improvements have been completed by Black Diamond and accepted
by the Town of Vail, the Town of Vail shall be responsible for all general maintenance,
of any and all roadway surfaces, medians and storm sewer located in a public right of
way or in a public easement, including any and all costs and expenses associated directly
or indirectly therewith and Black Diamond shall have no continuing or further obligations
or responsibilities in connection therewith, unless as otherwise indicated within this
agreement.
VI. FINANCIAL GUARANTEE REQUIREMENTS
6. Black Diamond shall provide and post with the Town of Vail a Bond in
the total amount of One Hundred Twenty-five percent (125%) of the total cost of the
Improvements (as mutually determined and agreed to by and between Black Diamond
and the Town of Vail), to provide financial security to the Town of Vail and to assure the
completion of the Improvements by Black Diamond. The Bond shall be provided and
posted with the Town of Vail prior to the issuance of a Certificate of Occupancy for the
Project.
VII. MISCELLANEOUS PROVISIONS
7.1 Amendments. This MOU and all documents and instruments executed in
connection herewith may be amended, modified or supplemented only by a written
instrument, executed by the party against which enforcement thereof may be sought.
7.2 Binding Effect. This MOU shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns. The obligations
assumed and agreed to be performed by each party hereunder with respect to the Property
shall be binding upon such, party and their respective successors, assigns and transferees.
The covenants of the Parties contained herein are intended by the parties to be covenants
which run with the land under applicable law. Black Diamond agrees to make any
transfer of any interest in the Property subject to the obligations contained in this MOU.
7.3 Colorado Law. This MOU shall be construed and enforced in accordance
with the laws of the State of Colorado.
7.4 Time of Essence. Time is of the essence of this MOU. In the event the
provisions of this MOU require any act to be done or action to be taken hereunder on a
date which is a Saturday, Sunday or legal holiday, such act or action shall be deemed to
have been validly done or taken if done or take on the next succeeding day which is not a
Saturday, Sunday or legal holiday.
7.5 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute a separate document but all of which together shall constitute one
and the same agreement. Signature and acknowledgment pages may be detached and
reattached to physically form one document.
7.6 Attorneys' Fees. If legal action is commenced in connection with the
enforcement, interpretation, or breach of any provision of this MOU, the Court as part of
its judgment shall award reasonable attorneys' fees and costs to the prevailing party.
7.7 Invalidity of Certain Provisions. Every provision of this MOU is intended
to be several. In the event any term or provision hereof is declared to be illegal or invalid
for any reason whatsoever by a court of competent jurisdiction, such illegality or
invalidity shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.
7.8 Entire Agreement. This MOU and the documents referenced herein set
forth all the covenants, promises, agreements, conditions and understandings among the
Parties concerning the subject matter hereof and there are no covenants, promises,
agreements, conditions or understandings, either oral or written, between them other than
as are herein set forth. All negotiations and oral agreements acceptable to both parties
have been merged into and are included herein, it being understood and representations
and none thereof shall be used to interpret or construe this MOU.
7.9 Notices. All notices, certificates or other communications required to be
given to the Town of Vail or Black Diamond, hereunder shall be sufficiently given and
shall be deemed given when delivered, or when deposited in the United States mail, first
class, with postage fully prepaid and addressed as follows:
If to the Town of Vail; Town of Vail
c/o Director of Community Development
75 South Frontage Road
Vail, Colorado 81657
If to Black Diamond: Black Diamond Resort - Vail LLC
c/o Douglas G. Hipskind
50 South Sixth Street, Suite 1480
Minneapolis, Minnesota 55402
7.10 No Third Party Beneficiar. This MOU and any financial guarantees
required pursuant to its terms are not intended for the benefit of any third party.
7.11 Indemnification. Black Diamond agrees to indemnify and hold the Town
of Vail harmless against any and all liability, loss, damages, costs and expenses,
including reasonable attorney's fees, which the Town of Vail may hereafter sustain, incur
or be required to pay by reason of any negligent act or omission or intentional act of
Black Diamond, its agents, officers, employees, contractors, or subcontractors, which is
incurred in connection with or is of any nature whatsoever arising out of the construction
or the installation of the improvements which Black Diamond is required to perform
under the terms of this MOU.
7.12 Termination. So long as the Town of Vail approval for the Special
Development District No. 36 - Four Seasons Resort remains valid and has not terminated
by passage of time or otherwise, this MOU may not be terminated, in whole or in part,
without the mutual written consent of the Parties hereto above.
WHEREFORE, the Parties hereto have executed this MOU as of the date first
set forth
BLACK DIAMOND RESORTS - VAIL LLC
By: Douglas G. Hipskind
Its:
TOWN OF VAIL
By:
Its:
ACKNOWLEDGMENT BY BLACK DIAMOND RESORTS - VAIL LLC
STATE OF COLORADO )
ss
COUNTY OF EAGLE )
vC;~nL-, e---
This instrument was acknowledged on the day ofSeptembef 2007 before
me a notary within and for said County by Douglas G. Hipskind, the
Y t c:Eof Black Diamond Resorts - Vail LLC, a
Delaware Limited Liability Company, on behalf of the company.
cr~
Nota Public 's U,~ L t G.'.
ACKNOWLEDGMENT BY TOWN OF VAIL
STATE OF COLORADO
ss
COUNTY OF EAGLE )
Cc4ob
On the 4 4 day of S tbff 2007, before me a notary public within and for
said County, personally appeared S` a" -.e M l'er to me
personally known and by me duly sworn, the IM cA ti ~ of the
Town of Vail, a municipality named in the foregoing instrument and at the seal affixed
to said instrument was signed and sealed on behalf of said municipality by authority of its
acknowledged said instrument to be the free
act and deed of said municipality.
X.- COP,, )v1{Hth
NO, I STATE OF COLORADO
Nov tarPllb11C My Commission Expires 1013110