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HomeMy WebLinkAbout2005-20 Repealing and Reenacting Ordinance No. 9, Series 2003, Providing for the Major Amendment of SDD No. 26, Four Season Resort, and Amending the Approved Development Plan h • ORDINANCE N0.20 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, I_LC, has submitted an application for a major amendment to Special Development District No. 36, Four Seasons Resort; and WHEREAS, in accordance with the provisions outlined in the Zoning Regulations, the Planning & Environmental Commission held public hearings on the application; and WHEREAS, the Planning & Environmental 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 • 6 • 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. Plannina 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 b • 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') I. 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 b r. A-5.0.2 Elevations s. A-5.0.3 Elevations t. A-8.0.1 Site Pfan 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 Heightllnterpolated 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 ~I 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. a • 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 -16 Accommodation Units -122 Fractional Fee Club Units -19 Type III Employee Housing Units - 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. Sr~ecifically: 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 e (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 71 ~ 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%). Parkin and Loadin - g 9 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 reauired, 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 reauired parkirtg 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 reauired 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 v • 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: 1. 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. 3. 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 develo r h II pe s a 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. ~0. 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. 4 • 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. 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. 14. 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. 5. 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 Aprif 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. 18. 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. •0. 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 B • 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. 21. 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. I~~ 22. That the develo er shall incor orate ublic art into the develo ment and shall c or in p p p p o d ate a l 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 wolfs 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 I. 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 6 • 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. f I any part, section, subsection, sentence, clause or hrase of this ordinance is far an reason p Y 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 7. 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 re Baled an r ena to . Th r I f r v' i h r h II n r viv n r vi i r n d e c d e e ea o an o is on a eb s a of B e a o s on o a p p YP Y YP Y ordinance previously repealed or superseded unless expressly stated herein. Section 8. 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. e • INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 20'h day of December, 2005, and a public hearing for second reading of this Ordinance set for the 3`~ day of January, 2006, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. SSA , Rodney E. Slifer, Mayor ATTEST: oo~o~' t? relei Donaldson, Town Clerk INTRODUCED, READ, ADOPTED AND ENACTED ON SECOND READING AND ORDERED ~UdLISHED IN FULL this 3`d day of January, 2006. ' Rodney E. Slifer, Mayor ~O~N .O F ATTEST: ; • SEAL • e"' ~ COLOFtP`00 • Lorelei Donaldson, Town Clerk fi • Exhibit A: TOWN OF VAIL MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is made and entered into on the 3'd day of January, 2006, 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 Devel~r...ent LLC is planning the devel~Y..~ent 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 2nd 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 ~C, is requesting from the Town of Vail certain entitlements ursuant to its a lications for a p Pp 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 Devel.,r...ent, LLC, is required by the Town of Vail to make certain off-site/public improvements (as I 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: I. DEFINITIONS 1. When used in thas 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 Develo me t" shall mean Vail D vel p ~ e opment, 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, which 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) Yail 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 i • 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 of 9 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 • 0 ~alk/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 i~andscaping 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 t~wn of B 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 I Recorder's Office prior to the issuance of a Temporary Certificate of Occupancy for the Property. ~ V. TOWN OF VAIL'S OBLIGATIONS S. Once the Improvements have been completed by Nicollet and accepted by the Town of Vail, I'~ 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 11 cost and ex enses located in a ublic ri t of wa or in a ublic easement, including any and a p P P~ Y P 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. III i 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 Devel.,~~~~ent. The • b .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 maybe 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. 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 d'ay which is not a Saturday, Sunday or legal holiday. 7.5 Counteraarts. 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 • e ~greement. 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 ~ ubject matter hereof and there are no covenants, promises, agreements, conditions or derstandings, 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 Devel.,y~.~ent, 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: 6 . 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, ntractors which is incurred in connection with or is of any i officers, employees, contractors, or subco , 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 • b • 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 ~TATE OF MINNESOTA ff ~OUNTY OF HENNEPIN This instrument was acknowledged on the day of 2006, 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 • • I e • STATE OF COLORADO ) ss ACKNOWLEDGMENT BY TOWN OF VAIL ' COUNTY OF EAGLE On the day of , 2006, before me a notary public within and for said County, personally appeared tome personally known and by me duly sworn, the of the Town of Vail, a municipality 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. • • 1 a 1 Q r ~ ~ g ~ a o ~ o d R. ' G ~ y ~ U+ ~ p c_4i '7' ~ ~ G+ Q ~ ~ ~ ~ ~ N O ~ ~ C~ a.r ~ ~ Z ~ N ~ C-- ~ 'a 0 3 ca C y a W r ~ N • ~ ~ .J~p ~ ••O gyp, g ~ ti ~ ~ Q ~ ~ b4 ~ N N ~N ~ O cad p~ G A V U W ~ v r. o A, d a~~~.. o ~ ~ ~ ~d~ r ' ~ ~ ~ p ~ ~ ~ 77 ~ 7 y ~ ~ N ~ r `Fi ~ A nn 3 ~ 'd T , P'' • ~ w ~ v as ~ o ~ o o rd.••. 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January 6. 2006 Palle C29 ' ORDINANCE NO. 20 SERIES OF 2005 AN ORDINANCE REPEALING AND RE-ENACTING ORDINANCE NO. 9, SERIES OF 2003, Conference Facilities - 11,139 square feet PROVIDING FOR THE MAJOR AMENDMENT OF SPECIAL DEVELOPMENT DISTRICT NO. Health Club and Spa - 18,577 square feet 38, FOUR SEASONS RESORT, AND AMENDING THE APPROVED DEVELOPMENT PLAN FOR Setbscks- SPECIAL DEVELOPMENT DISTRICT NO. 36 IN ACCORDANCE WITH CHAPTER 12AA, VAIL Required setbacks for Special Development District No. 36, Four Seasons Resort, shall be as set TOWN CODE; AND SETTING FORTH DETAILS IN REGARD THERETO. forth in the Approved Development Plan referenced in Section 4 of this ordinance. Ffelght- WHEREAS, Chapter 12-9A of the Town of Vail Zoning Regulations permits the adoption of Special _ The maximum building height for Special Development District No. 36, Four Seasons Resort, shall • Development Districts; and be as set forth in the Approved Development Plan referenced in Section 4 of this ordinance (89 feet WHEREAS, Vail Development, LLC, has submitted an application for a major amendment to Special maximum). Development District No. 36, Four Seasons Resort; and Site Coverags- WHEREAS, in accordance with the provisions outlined in the Zoning Regulations, the Planning & The maximum site coverage allowed for Special Development District No. 36, Four Seasons Resort, Environmental Commission held public hearings on the application; and shall be as set forth in the Approved Development Plan referenced In Section 4 of this ordinance WHEREAS, the Planning & Environmental Commission has reviewed the prescribed criteria for the (70,150 square feet above grade or 59%, and 85,097 square feet below grade or 71 % amendment of special development districts antl has submitted its recommendation of approval to Lendsceping- the Vail Town CounciC and The minimum landscape area requirement for Special Development DisVict No. 36. Four Seasons WHEREAS, the Vail Town Council finds that the proposed amendment to Special Development Resort, shall be as set forth in the Approved Development Plan referenced in Section 4 0l this - District No. 36, Four Seasons Resort, complies with the nine design criteria outlined in Section 12- ordinance (35,268 square feet or 30% 9A-8 of the Vail Town Code antl that the applicant has demonstrated that any adverse effects of the Parking and Loading - requesled deviations from the development standards of the underlying zoning are outweighed by the public benefits provided; and The required number of off-street parking spaces and loadingldelivery berths for Special WHEREAS, the approval of the major amendment to Special Development District No. 36, Four Development District No. 36, Four Seasons Resort, shall be provided as set forth in the Approved Seasons Resort, and the development standards in regard thereto shall not establish precedence Development Plan referenced in Section 4 of this ordinance (211 spaces required. 215 spaces or entitlements elsewhere within the Town of Vail; and provided). In no instance shall Vail Road, West Meadow Drive or the South Frontage Road be used WHEREAS, nil notices as required by the Town of Vail Municipal Code have been sent to the for loading/delivery or guest dmp-offJpick-up without the prior written approval of the Town of Vail. appropriate parties; and The reeu~red parking spaces shall not be individually sold, transferred, leased, conveyed, rented or WHEREAS, the Vail Town Council considers it in the best interest of the public health, safety, and restricted to any person other than a condominium owner, fractional fee owner, tenant, occupant or welfare to atlopt the proposed Approved Development Plan for Special Development District No other user of the building, except that six (6) of the recurred spaces may be utilized by the Holiday 36, Four Seasons Resort. 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 NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OP THC TOWN OF VAIL, use of the parking spaces for events or uses outside of the building, subject to the approval of the COI ORADO, l HAT. Town of Vail nor shall it limit the number of spaces available for sale or lease to condominium and/or Section 1. pslgmsft of the Ordinance fractional fee owners. The purpose of Ordinance No. 20, Series of 2005, is to adopt an Approved Development Plan for Section 5.Aporovel groemants for Spacial DsvNoprent Dlstria No. 38. Four Ssepna Special Development District No. 36, Four Seasons Resort, and to prescribe appropriate development ResoA standards for Special Development District No. 36, in accordance with the provisions of Chapter 12- The approval of Special Development District No. 36, Four Seasons Resort shall be conditioned 9A, Vail Town Code. The "underlying' zone district for Special Development District No. 36 shall upon the developer's demonstrated compliance with the following approval agreements: remain Public Accommodation zone district. Section 2. EEtab11~4mam Procedure FylWfasl, Planning Commission HeRQR 1 That the developer shah provide ee:ed restricted housing that complies with the Town of Vail The procedural requirements described in Chapter 12-9A of the Vail Town Code have boen fulfilled Employee Housing requirenik7nis (Chapter 12-13) for a minimum of 56 employees on the Four and the Vail Town Council has received the recommendation of approval from the Planning & Seasons Resort site, and that said deed-restricted employee housing shall be made available Environmental Commission for the major amendment to Special Development District No. 36, for occupancy, and that tho deed restrictions shall be recorded with the Eagle County Clerk 8 Four Seasons Resort. Requests for the amendment of a special development district follow the Recorder, prior to issuance of a Temporary Certificate of Occupancy for the Four Seasons Resort. procedures outlined in Chapter 12-9A of the Vail Town Code. Section 3. SpacJsl_Deyai7tpment Dlatrlct No. 38 2. That the Memorandum of Understanding as provided in Exhibit A, shall be adopted with the The Special Development District is hereby amended to assure comprehensive development and second reading of Ordinance No. 20, Series of 2005. This fulfills approval agreement number 2 of use of the area in a manner that would be harmonious with the general character of the Town, provide first reading of Ordinance No. 20, Series of 2005. 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, 3. That the developer shall record a drainage easement for Spraddle Creok. The easement shall is regarded as being romplementary to the Town of Vail by the Vail Town Council and the Planning be prepared by the developer and submitted for review and approval by the Town Attorney. The & [nvironmental Commission, and has been amendetl because there are signdicant aspects of the easement shall be recorded wuh tho Eagle County Clerk 8 Recorder's Office prior to the issuance Special Development District that cannot be satisfied through the imposition of the standard Public of a Temporary Certificate of Occupancy for the Four Seasons Resort. Accommodation zone district requirements Section 4. D21t41onmen] Standards - $paclal Oavelopment Dlatrict Np- 36. Four Sea44DE 4. That the developer shall submit a final exterior building materials list, a typical wall section and gasort Davslopmant Plen - complete color renderings for review and approval of the Design Review Board, prior to submittal The Approved Development Plan for Special Deveopment District No 36, Four Seasons Resort, shall of an application for a building permit. include the following plans and materials prepared by Zehren and Associates, Inc., and Hill Glazier Architects, and Alpine Engineering, dated August $ 2005, and stamped approved by the Town of 5. That the developer shall submit a comprehensive sign program proposal for the Four Seasons Vad, dated August 8, 2005: Resort for review and approval by the Design Review Board, prior to ilia issuance of a Terciporery a. C1 Existing Conditions Plan Certificate of Occupancy for the Four Seasons Resort. b. C3 Water and Sanitary Sewer Plan 6. That the developer shall submit a rooftop mechanical equipment plan for review and approval • c C4. Gratlmg and Drainage Plan by the Design Review Board prior to the issuance of a building permit All rooftop mechanical d C5. Erosion and Sediment Control Plan equipment shall be incorporated Into the overall design of the hotel and enclosed and visually e. C6. Shallow Utility Plan screened 6om public view. I. A-2.0.1 Level 1 Plan (132') g. A-2.0 2 Level 2 Plan (140',142') 7 That the developer shall post a bond W provide financial security for the 150% of the total cost h. A-2.03 Level 3 Plan (752') of the required off-site public improvements. The bond shall be in place with the Town prior to the i. A-2.0.4 Level 4 Plan (162') issuance of a building permit. j. A-2.0.5 Level 5 Plan (172') k. A-2 0.6 Level 6 Plan (182') B. That the developer shall comply with all Lire department staging and access requirements pursuant I. A-2.0.7 Level 7 Plan (192') to Title 14, Development Standards. Vail Town Code. This will be demonstrated on a set of revised m A-2.0.8 Level 8 Plan (202') plans for Town review and approval prior to building permit submittal. n. A-2.0.9 Level 9 Plan (212') ° o. A-2.0.10 Level 10 Plan (222') 9. That the required Type III deed-restricted employee housing units shall not be eligible for resale p. A-2.0.11 Roof Plan and that the units be owned and operated by the hotel and that said ownership shall transfer with q. A-5.0.1 Elevations the deed to the hotel property. r. A-50.2 Elevations s. A-5 0 3 Elevations 10. That the developer shall coordinate the relocation of the existing electric transformers on the t. A-8 0.1 Site Plan North property with local utility providers. The revised location of the transformers shall be part of the final u A-8.0.2 SRe Plan South landscape plan to be submitted for review and approval by the Design Review Board. v. A-9.0.1 Landscape Plan Nonh w. A-9.0.2 Landscape Plan South 11 That the developer shall submit a wntten letter of approval from Nine Vail Road Condominium x. A-10.0.1 Building Height Calculations -Absolute HeighVlnterpolated Contours Association, the Scorpio Condominium Association, and the Alphorn Condominium Association y. A-10.0.2 Building Height Calculations -Maximum HeighVlnterpolated Contours granting access to allow for the construction of sidewalk, drainage, Spraddle Creek relocation, and z. A-10.0.3 Building Height Calculations at Proposed Grades landscaping improvements, respectively, prior to the issuance of a building permit. aa. A-11.0.1 Existing Circulation bb. A-11.0 2 Proposed Circulations 12. That the developer provides a 6 ft. to B ft. heated paver pedestrian walkway from the Frontage cc. A-12 0.1 OH-site Improvements Plan Road bus stop adjacent to the West Star Bank then continuing east to Vail Road and then south to dd A-13.0.1 Landscape Area the 9 Vail Road property line. All work related to providing these improvements including lighting, ee A-14.0.1 Hardscape Area retaining, utility relocation, curb and gutter, drainage and landscaping shall be included. A plan ff. A-15.0.1 Above Ground Site Coverage shall be submitted for review and approval by the Town and the Design Review Board prior to gg. A-15.0.2 Site Coverage Below Grade submittal of a building permit. hh. A-16.0.1 Sireetscape Elevations Permitted Uses- 13. That the developer shall provide a heated pedestrian walk connection from the Frontage Road The permitted uses in Special Development District No. 36 shall be as set forth in the development to West Meadow Drive. The developer shall record a pedestrian easement for this connection plans referenced in Section 4 of this ordinance. for review and approval by the Town Attorney prior to issuance of a Temporary Certificate of ContllUOna1 Uses- Occupancy. The conditional uses for Special Development District No. 36, Four Seasons Resort, shall be set 14 That the developer shall prepare and submit all applicable roadway and drainage easements forth in Section 12-7A-3 of the Town of Vaii Zoning Regulations. All conditional uses shall be for dedication to the Town for review and approval by the Town Attorney All easements shall be reviewed per the procedures as outlined in Chapter 12-16 of the Town of Vail Zoning Regulations. recorded with the Eagle County Clerk and Recorder's Office prior to issuance of a Temporary Density- Unas per Aero -Dwelling Unlls, Accommodation Untts, Fractional Fee Club UnHS Certrficate of Occupancy. end Employes Housing Units - The number of units permitted in Special Development District No. 36, Four Seasons Resort, shall 15. That the developer shall be assessed an impact fee of $5,000 for all net increase in pm Vaffic not exceed the following: generation as shown in the revised April 4, 2003, Traffic Study. The net increase shall be calculated Dwelling Units - 16 using the proposed peak generating trips less the existing Resort Hotel and Auto Care Center trips, Accommodation Units 122 respectively being 155-(108+7) = 40 net peak trips ~ $5,000 = $200,000. This fee will be offset by Fractional Fee Club Units - 19 the cost of non-adjacent improvements constructed. Type III Employee Housing Units - 28 Density-Floor Area-- 16. That the developer shall receive approval for all required permits (COOT access. ACOE, The gross rosidential floor area (GRFA), common area and commercial square footage permitted dewatering, storm-water discharge, etc.) prior to issuance of a building permit. for Special Development District No. 36. Four Seasons Resort, shall be as set forth in the Approved Development Pian referenced In Section 4 of this ordinance. 17 That ilia developer shall submit a full site grading and drainage plan for review and approval S'grrlllrrally by the Town and the Design Review Board The drainage plan wJl need to he substantiated by a • GHFA - 177.609 square feet drainage report provided by a Cclomdo professional Engineer. Include aP drainage, roof drains, Retail - 2,386 square feet landscape drains etc ,and how They will connect wdh the TOV storm system. The developer shall Restaurant/Lounge - 5,946 square feet (seating capacity) submit all final civil plans and final drainage report to the Town for civil approval by the Department J The Dally C fleds 970.845.9937 / vaildailv.com Friday. January 6. 2006 ape C31 r ~ 't control, snow rc,~~oval, debris removal, repair and replacement of any and all Improvements tie used to interpret or construe this MOU located in a public right of way or in a public easement, including any and all cost and expenses 7.9 [Y4iLCgg All notices, certificates or other communications required to be given to the Town of associated directly or indirectly therewith (except the Town of Vail shall have no obligation to heat Vail or Vail Development, LLC, hereunder shall be sufficiently given and shall be deemed given or repair the heat for the sidewalks) and Vail Development shall have no continuing or further when delivered, or when deposited in the United Slates mail, first class, with postage fully obligations or responsibilities in connection therewith. prepaid and addressed as follows If to the Town of Vail;Town of Vail c/o 75 South Frontage Road Vail, Colorado 81657 YI_FINANCIAL GD.ARANTEE REQUIREMENTS If to Vail Development, LLC. Vail Development LLC, c/o Thomas J. Brink 600 Foshay Tower d21 6 Nicollet shall provide and post with the Town of Vail a Bond in the total amount of One Marquette Avenue South Minneapais, Minnesota 55402 Hundred Fifty Percent (150%) of the total cost of the Improvements (as mutually determined 7.10 Nn Tnirr) pvrrv }3Anefir:~arq This MOU and any financial guarantees required pursuant to its and agreed to by and between Vail Development and the Town of Vail), to provide financial terms are not intended for the benefit of any third party. • security to the Town of Vail and to assure the completion of the Improvements by Vail 7.11 Ipdemnalpaenq, Vail Development, LLC, agrees to indemnify and hold the Town of Vail Development. The Bond shell be provided and posted with the Town of Vail prior to the harmless against any and all liability, loss, damages, costs and expenses, including issuance of a building permit for the Project. 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. VII. At11SCELLANEDUS PROVISIONS ~ officers, employees, contractors, or subcontractors, which is incurred in connection with or is of 7 1 Amendments, This MOU and all documents and instruments executed in connection herewith any nature whatsoever arising out of the construction or the installation of the Improvements may be amended, modified or supplemented only by a written instrument, executed by the which Nicollet is required to perform under the terms of this MOU. party against which enforcement thereof may be sought. 7 12 TergiinaGnn, So long as the Town of Vail approval for the Special Development District No Z2 in i ENecL This MOU shall be binding upon and shall inure to the benefit of the parties 36 -Four Seasons Resort remains valid and has not terminated by passage of time or otherwise, and their respective successors and assigns. The obligations assumed and agreed to be this MOU may not be terminated, in whole or in part. without the mutual written consent of the performed by each party hereunder with respect to the Property shall be binding upon such, Parties hereto above. 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 WHEREFORE, the Parties hereto have executed this MOU as of the date first set forth VAIL under applicable law Vall DevelopmepL LLC, agrees to make any transfer of any interest in the DEVELOPMENT, LLC Property subject tolhe obligations contained in this MOU. ~ 7.3 Cnlnrahn~w. This MOU shall be construed and enforced In accordance with the laws of By: Thomas J. Brink the State of Colorado. Its: Vin Prosldsnt 8 Gsnerel Counsel 7 q nine nt F~«„~n_ Time is of the essence of this MOU In the event the provisions of this TOWN OF VAIL MOU require any act to be done or action to be taken hereunder on a date which is a Saturday, By' Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if ss ACKNOWLEDGMENT BY VAIL DEVELOPMENT, LLC done or take on the next succeeding day which is not a Saturday, Sunday or legal holiday. tte: 7.5 CgJttyeroar~. This Agreement may be executed in counterparts, each of which shall STATE OF MINNESOTA constitute a separate document but alt of which together shall constitute one and the same i COUNTY OF HENNEPIN agreement. Signature and acknowledgment pages may be detached and reattached to Thle Instrument wss acknowledged on tM day o1 , 2008, beforo me s notsry wlthln physically form one document. ~ and for said County by Thomas J. Brink, the Vlee Preeldent and General Counpl of WII 7 6 Aunrngvc' If legal action is commenced in connection with the enforcement, Dewlopmsnq LLC, a MlnMeoq eorpontlon, on behatt o1 tM eorpon8on. mlerprefation, or breach of any provision of this MOU, the Court as part of its judgment shall Notary Publle award reasonable attorneys' tees and costs to the prevailing party. STATE OF COLORADO ) 7.7 invalidity of Certain PrnvLCinne Every provision of this MOU is intended to be several. In the COUNTY OF EAGLE event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by es ACKNOWLEDGMENT BY TOWN OF VAIL a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the On tM day of , 2008, bl?~ore me a notsry publle wlthln and for terms and provisions hereof, which terms and provisions shall remain binding and enforceable ssld County personally spp~ered to me personally 7.8 Fnttrs Anrg~ggt, This MOU and the documents referenced herein set forth all the known end by Ilte duly sworn, tM of tM Town o} Vall, a munlclpellry named In the covenants, promises, agreements, conditions and understandings among the Parses concerning loregolnp Instrument and that the seal aHl><sd to sold Instrument was elgned end the subject matter hereof and there are no covenants, promises, agreements, conditions or sealed on behalf of sold munlelpallty by authority of Its understandings, either oral or written, between them other than as are herein set forth. All acknowledged sold Instrument to bs the tree set and deed of said munlolpelNy. 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 Published in the Vail Daily January 6, 2006. O~® • •