HomeMy WebLinkAbout2004 Core Site Development Agreement •
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CORE SITE DEVELOPMENT AGREEMENT
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THIS CORE SITE DEV LOPMENT AGREEMENT (this "Agreement")
is made effective as of the t day of , 2004, by and between
the TOWN OF VAIL, a municipal corporation duly organized and existing under and by
virtue of the laws of the State of Colorado (the "Town"), VAIL REINVESTMENT
AUTHORITY, a body corporate duly organized and existing as an urban renewal
authority under the laws of the State of Colorado (the "Authority"), and THE VAIL
CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail
Associates").
1. Vail Associates, Inc., intends to redevelop the site that it owns in the
Lionshead area of the Town of Vail to the north of the Eagle Bahn Gondola facilities and
which is commonly referred to as the Lionshead "Core", and more fully described in
Exhibit A attached hereto (the "Core Site Property"). That redevelopment is referred to
herein as the "Core Site Project."
2. Vail Associates intends that the Core Site Project be comprised of a
mixed-use real estate project, which will include residential condominium and/or other
multi-family units; public accommodations, including hotel and/or lodge uses; I
commercial retail uses, including, without limitation, restaurants, coffee shops and other
eating and drinking establishments; public and recreational uses and structures, including,
C without limitation, an outdoor skating rink, open plaza and other areas allowing for
recreational or entertainment activities and amenities, and ski clubs or similar
associations or operations relating to sporting,g P g,re creational or outdoor activities; and other
uses, improvements and facilities complementary, supplementary, ancillary, incidental or
related to any of the foregoing, including, without limitation, pedestrian and vehicular
access ways and facilities, and loading/delivery facilities.
3. The Town's Planning and Environmental Commission has approved
design and development plans for the Core Site Project as set forth or referenced on
Exhibit B, as approved on September 27, 2004, and attached hereto (the "Core Site
Design Approvals").
4. The Core Site Property is encumbered with certain covenants and other
restrictions on title that are inconsistent with the Core Site Project as proposed by Vail
Associates and as approved by the Town in the Core Site Design Approvals.
5. Pursuant to the Lionshead Reinvestment Agreement, the Authority has
initiated a condemnation action to acquire the Core Site Property for the purpose of
removing the covenants and other restrictions on title that are inconsistent with the Core
Site Project as proposed by Vail Associates and as approved by the Town in the Core Site
Design Approvals. Also, pursuant to the Lionshead Reinvestment Agreement,
completion of the condemnation process is contingent upon the Town and Vail
Associates entering into this Agreement.
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C 6. Initially capitalized terms used but not defined herein shall have the
meanings ascribed thereto under the Lionshead Reinvestment Agreement.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and agreements set forth herein, the parties agree as follows:
1. Construction Drawings: Within seven days of execution of this t
Agreement, Vail Associates will provide evidence to the Town that it has entered into a
contract with and authorized its architects, 42/40 Architecture, Inc., to commence final
construction drawings for the Core Site Project.
2. Conditions of Vail Associates Prior to Closing. As mutual conditions to i'
Closing:
a) Vail Associates will apply for and obtain all necessary land use
and design approvals from the Town and will obtain all necessary building permits for
the construction of the Core Site Project.
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b) Vail Associates will obtain easement grants and vacations and I'
other grants, approvals or dispositions from the holders of affected property interests that
are necessary for proceeding with the construction of the Core Site Project.
c) Vail Associates will secure adequate financing as is necessary, in
the sole discretion of Vail Associates, for the construction of the Core Site Project, which 1
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the Town acknowledges may be dependent upon pre-sales and other factors.
d) Upon the satisfaction of the Conditions specified in a) through c)
above, Vail Associates shall give written notice to the Authority and the Town of the
satisfaction of all of the Conditions. Written notice shall include evidence, satisfactory to i
the Authority and the Town in their respective reasonable discretion, of the satisfaction of l
all of the Conditions.
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3. The Authority's Requirements Prior to Closing.
a) Within fifteen (15) days of the execution of this Agreement, the
Authority, with the consent and stipulation of Vail Associates, will apply for and obtain a
judgment from the District Court in Civil Action No. 2004CV447 (the "Eminent Domain fi,
Proceeding") declaring that the Property has been condemned and the interests of all
parties have been determined, subject to the issuance of a Rule and Order upon the
request of the parties. The judgment will specify that if no Rule and Order has been
requested on or before October 1, 2008, that the judgment will be vacated and the
Petition in Condemnation dismissed.
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b) Within fourteen (14) days of written notice from Vail Associates
that it has satisfied all of the Conditions of Vail Associates Prior to Closing in Section 2
above, the Authority, with the consent and stipulation of Vail Associates, will obtain a
C Rule and Order from the District Court in the Eminent Domain Proceeding conveying
unencumbered fee title in the Property to the Authority.
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C 4. Closing: Upon entry of the final Rule and Order under Section 3(b)
above, the Authority the Town, and Vail Associates will proceed to conduct a closing
(the "Closing")on a mutually agreeable date not more than ten(10)days after completion
of the Eminent Domain Proceeding by the District Court's entry of the final Rule and
Order therein.
a) Authority Obligations at Closing: The Authority will duly execute,
acknowledge and deliver a special warranty deed (the "Deed") conveying the Core Site
Property to Vail Associates, subject only to the Remaining Exceptions for the Core Site
Property, real property taxes and assessments, and new restrictive covenants for the Core
Site Property attached as Exhibit D-1 to the Lionshead Reinvestment Agreement
(collectively the "Permitted Exceptions").
b) Town's Obligations at Closing:
(i) At Closing, or thereafter if and to the extent elected by Vail
Associates, the Town will vacate or abandon any
pre-existing utility easements in its favor that have
locations conflicting with the approved development of the
Core Site Project and the corresponding configurations of
water, sanitary sewer, storm drainage and"dry"utilities. In
furtherance of the development of the Core Site Project, the t
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Town will grant, across and upon any pertinent easement or
Cproperty ownership interests held by the Town, and/or
accept new corresponding public or quasi-public easements
for the affected utilities and other services as configured for
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the development of the Core Site Project, subject to the
Town's approval of those configurations as they may affect
Town property interests.
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(ii) The Town will convey to Vail Associates fee title to those i'
portions of Tract C, Vail/Lionshead First Filing, and
Tract C, Vail/Lionshead Third Filing (collectively
"Tract C"), that are presently owned by the Town and that
ultimately will be encroached by Core Site Project
improvements, as set forth in the development plans for the
Core Site Project approved by Town's Planning and
Environmental Commission and Design Review Board.
Specific legal descriptions for those encroachment areas
will be established administratively during the Town's
approval processes governing the final plans for issuance of
building permits for the Core Site Project, and/or any
replatting process for the Core Site Property.
c) Vail Associates' Obligations at Closing:
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C (i) At Closing Vail Associates will furnish the Town with a
promissory note or other form of p ersonal financial
undertaking committing to pay the sum of$3,000,000 (the
"Financial Commitment"), as security and collateral for the
commencement by Vail Associates of the Core Site Project
as evidenced by the commencement of "Vertical
Construction" as set forth herein. "Vertical Construction"
shall mean above ground construction of the frame or at
least one elevator core for the Core Site Project.
(ii) The Financial Commitment will be released by the Town if
the commencement of Vertical Construction occurs on or
before July 1, 2008; provided, that if excavation for the
Core Site Project has commenced on or before July 1,
2008, the Financial Commitment will be released if
Vertical Construction is commenced on or before July 1,
2009. The Town shall be entitled to convert the Financial
Commitment to cash for its sole and exclusive use if the
commencement of Vertical Construction does not occur on
or before July 1, 2008; provided, that if excavation for the
Core Site Project has commenced on or before July 1,
2008, the Financial Commitment will be released if
C Vertical Construction is commenced on or before July 1,
2009.
5. Public Infrastructure. Vail Associates will construct or cause to be
constructed public streetscape improvements within the streetscape area depicted on the
drawing referenced on Exhibit C attached hereto. These public streetscape improvements
include improvements on property owned by Vail Associates ("On-Site Streetscape
Improvements") and improvements in public right of way or other Town properties
("Off-Site Streetscape Improvements"). In addition, Vail Associates will construct or
cause to be constructed certain right-of-way improvements to or affecting Lionshead
Place adjacent to the Core Site Property ("Lionshead Place Improvements"). The parties
will specifically delineate the On-Site and Off-Site Streetscape Improvements to be
undertaken in the process of the development plan approvals for the Core Site Project
rendered by the Town's Design Review Board, based on scope and quality standards
comparable to those historically employed by the Town for streetscape in Vail Village. t
The required Lionshead Place Improvements will be consistent with those provided for in
the Core Site Design Approvals. The On-Site and Off-Site Streetscape Improvements
and the Lionhead Place Improvements, as applicable, will otherwise be undertaken in
accordance with the following:
a) Certain Off-Site Streetscape Improvements may encroach into
third-party property interests. To the extent they do, it will be necessary for the Town to
secure the consents of the affected third-party owners. To the extent that those consents
Ccannot be obtained in a timely manner consistent with Vail Associates' construction
schedule, then the undertaking of the affected Off-Site Streetscape Improvements will not
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condition the development or occupancy of the Core Site Project, so long as Vail
C Associates posts or causes to be posted security with the Town (by a letter of credit or
other reasonably acceptable financial device) in an amount based on then prevailing
construction values in the market. The Town can then undertake the pertinent Off-Site
Streetscape Improvements by recourse to the security provided, if and when the requisite
third-party consents are obtained, and with the Town to bear any excess costs. At such
time, if ever, as the Town, acting in good faith, determines that it will not be able to
secure the requisite third-party consents for any applicable Off-Site Streetscape
Improvements, then the security attributable to those Off-Site Streetscape Improvements
shall be remitted to Vail Associates; in addition, to the extent those Off-Site Streetscape
Improvements are completed by the Town, and the resulting construction costs incurred
by the Town to third parties are less than the amount of the posted security applicable
thereto, then the remainder of that security will be returned to Vail Associates. The
requisite security will be posted in an escrow (with Land Title Guarantee Company, or
another escrow agent mutually satisfactory to the parties) and governed by written escrow
instructions mutually made by the parties on reasonable terms that are consistent with the
foregoing provisions. No certificates of occupancy, temporary or permanent ("C.O.s"), I
will be issued for the Core Site Project until Vail Associates (i)has completed the
required On-Site Streetscape Improvements, Off-Site Streetscape Improvements, and the
Lionshead Place Improvements or (ii)has posted or causes to be posted security for the
remaining incomplete items with the Town (again by letter of credit or other reasonably
acceptable financial device), in an amount equal to 125% of the projected construction
costs of those remaining items. Vail Associates will warrant the On-Site Streetscape
Improvements, Off-Site Streetscape Improvements, and the Lionshead Place
Improvements for a 2-year period. l
b) The parties will act reasonably to coordinate the construction of the
required On-Site Streetscape Improvements, Off-Site Streetscape Improvements, and the
Lionshead Place Improvements with other public infrastructure construction projects
being undertaken by the Town, so long as such coordination does not cause any material
delays in the construction schedule for the On-Site Streetscape Improvements, Off-Site
Improvements, and the Lionshead Place Improvements and/or the Core Site Project, any
material increases in related construction costs, or other material interference with the
construction of the Off-Site Improvements or the Core Site Project. In any event, if any
delays are incurred by Vail Associates in its construction schedule as a result of such
coordination, then the completion/security requirements under paragraph(a) above will
be deferred for a commensurate period with respect to the On-Site Streetscape
Improvements, Off-Site Streetscape Improvements, and the Lionshead Place
Improvements that are delayed, and no C.O.s will be withheld as a result; in addition,
when that security is required to be posted or the deferred construction is completed, it
will be in amounts based on the construction values that would have been applicable had
the delays not occurred (and the Town will bear any incremental costs over and above
those construction values).
c) The Town will be solely responsible for maintaining the Off-Site
C Streetscape Improvements. Vail Associates will be solely responsible for maintaining the
On-Site Streetscape Improvements and the Lionshead Place Improvements. Vail
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C Associates will provide separate heat source facilities for the snowmelt facilities
subsumed within the Town's maintenance obligations under the foregoing provisions,
and the Town shall be solely responsible to maintain and operate those heat source
facilities and bear the associated costs (including, without limitation, utilities charges).
6. Metropolitan Districts and Public Finance.
a) The Town will permit and provide requisite approvals for action
taken by Vail Associates to form not more than three metropolitan districts whose
boundaries will be inclusive of the Core Site Property and any other development sites
owned by Vail Associates or its corporate affiliates, and specifically excluding third-party
interests (the "Metropolitan Districts"). The Metropolitan Districts may undertake,
pursuant to agreement with Vail Associates, the construction and financing, of the Off-
Site Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead
Place Improvements as defined in Section above. The Metropolitan Districts' service
plans will specifically limit the Metropolitan Districts' powers to the construction and
financing of the Off-Site Streetscape Improvements, On-Site Streetscape Improvements,
and the Lionshead Place Improvements and maintenance of the On-Site Streetscape
Improvements and the Lionshead Place Improvements.
b) If the Metropolitan Districts are formed and if the Metropolitan
Districts undertake the obligations of Vail Associates with respect to the Off-Site
Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead Place
CImprovements, or portions thereof, the Authority will enter into an Intergovernmental
Agreement ("IGA") with the Metropolitan Districts for the construction of the Off-Site
Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead Place
Improvements, or applicable portions thereof, and maintenance of the On-Site
Streetscape Improvements, and the Lionshead Place Improvements, or applicable
portions thereof. The IGA shall provide that the Authority shall pay to the Metropolitan
Districts amounts equal to the property taxes generated by any mill levy imposed by the
Metropolitan Districts and collected by the Authority as tax increment funds. The IGA
shall terminate upon the expiration of the power of the Authority to utilize tax increment
funds.
7. Road Impact Fee. Vail Associates has submitted to the Town and the
Town has accepted a traffic study to evaluate the project trip generations produced by the
Core Site Project. As a condition to the issuance of any certificates of occupancy for the
Core Site Project, Vail Associates will be required to pay and/or provide in-kind
consideration for a traffic impact fee to the Town in an amount equal to $5,000 multiplied
by the number of trip generations attributable to the Core Site Project during the peak
hour period, as established by'the accepted traffic study which fee may be satisfied by
payments and/or credits in accordance with the Town's current prevailing standards and
policies, consistently applied, that are generally employed for development projects in the
Town. Any portion of the traffic impact fee paid in cash will be applied by the Town, in
reasonable consultation with Vail Associates, to traffic and road system improvements at
C the two intersections of West Lionshead Circle with Frontage Road or to any other
transportation project that may be approved by Vail Associates in writing.
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8. Loading/Delivery Facility. Vail Associates will construct within the Core
r Site Project a loading/delivery facility with eight (8) loading/delivery bays, which will be
in excess of the five bays required by the Town Code for the Core Site Project as a
private facility. The bays will be made available for public use by grant of appropriate
public easement to the Town, complemented by appropriate use regulations assuring
adequate loading/delivery capacities for operations and uses within the Core and in
relation to Vail Mountain (including ski operations). The public easement will include
provisions for sharing, between Vail Associates and the Town
of operating,
maintenance, and repair costs attributable to the loading/delivery facility, which sharing
shall be based equitably on relative use.
9. Lionshead Place Skier Drop-Off; North Day Lot. The existing Lionshead
Place skier drop-off will be removed by the Core Site Project. As a condition to the
issuance of any C.O.s for the Core Site Project, Vail Associates must either be under
construction,pursuant to a building permit or permits issued by the Town, for a project at
the North Day Lot(comprising part of Lot 1, Block 1, Vail/Lionshead Third Filing) that
incorporates skier drop-off under its approved plans, or else furnish comparable skier
drop-off at an acceptable alternative location. In conjunction with the development of the
North Day Lot project, Vail Associates will grant the Town an appropriate public
easement for public use of the transit center facilities ultimately therein. The
development of the North Day Lot will not act as any condition to development of the
Core Site Project.
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10. Courtyard Access. Vail Associates will convey appropriate public
easements to the Town for public use of the internal courtyard access ways within the
Core Site Project that will be owned by Vail Associates contemporaneously with the
initial issuance of any C.O.s for the Core Site Project.
11. Public Art. Vail Associates will provide $1,000,000.00 in public art in
conjunction with the development of the Core Site Project. Vail Associates will
determine the type and location of the art to be provided, subject to obtaining and giving
reasonable consideration to input from the Vail Arts Board(the"Art Board"). Such input
will be provided at a regularly scheduled public meeting of the Art Board. Vail
Associates will furnish an initial proposed conceptual plan for the public art to the Art
Board prior to the issuance of any building permits for the Core Site Project (for this and
other purposes, building permits will not include grading permits or similar approvals
authorizing grading or other site work). The timing for the installation of the public art
will be reasonably incorporated by Vail Associates into the Core Site Project construction
schedule in accordance with generally prevailing construction practices.
12. Employee Housing.
a) In connection with the undertaking of the Core Site Project, Vail
Associates will be required to replace the resulting loss of employee housing (i.e., the 100
"beds"lost)at the existing Sunbird Lodge, which will be razed and redeveloped as part of
the Core Site Project, and to add incremental employee housing (again determined
pursuant to a requisite number of "beds") corresponding with the employee housing
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C burdens generated by the Core Site Project development as and when actually developed.
The requirement for incremental housing will be determined during the Town of Vail
development plan review process for the Core Site Project in accordance with the current
prevailing standards and policies, consistently applied, that are generally employed for I
development projects in the Town. The replacement housing for the Sunbird Lodge and
such incremental housing are sometimes referred to hereinafter collectively as the "Core
Employee Housing Requirements." The Core Employee Housing Requirements will be
satisfied from housing within the Lionshead area of the Town of Vail, or any other
location that may be approved by Town's Planning and Environmental Commission in
the development plan process("Acceptable Locations").
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b) The provision of required employee housing to satisfy the Core
Employee Housing Requirements will act as a condition to the issuance of any C.O.s for
the Core Site Project. Vail Associates may provide required employee housing on an 1
interim basis, not to exceed five (5) years, except that ultimately Vail Associates will be f
required to furnish permanent facilities for the Core Employee Housing Requirements. `'
13. Vested Rights. Vail Associates and the Town agree that the Core Site
Design Approvals and this Agreement collectively constitute an approved "site-specific
development plan" for the Core Site Property and the Core Site Project under the Vested
Rights Laws (as defined below). Pursuant thereto, the Town agrees that Vail Associates,
and its successors in interest in the ownership of the Core Site Property, or any portion
thereof, will be entitled and have the right to undertake and complete development of the
CCore Site Property and the Core Site Project in accordance with the Core Site Design
Approvals, as the same may be further amended or supplemented in connection with the
development process by additional development and construction plans, platting or
otherwise. This right to so develop shall constitute a vested property right under C.R.S.
§ 24-68-101, et seq. (the "Vested Rights Act"), and/or Town Code § 12-19-1 et seq.
(collectively the "Vested Rights Laws"), and this Agreement shall constitute a
development agreement within the meaning of the Vested Rights Act. This vested right
is being established in consideration of the substantial time and investment which already
has been and will be incurred by Vail Associates and its affiliates in planning for and
undertaking the Core Site Project, and to afford Vail Associates and its affiliates and
successors certainty of the availability of development rights during the potential phasing
of the Core Site Project and the economic cycles and variability in market conditions that
Vail Associates and its affiliates and successors may encounter during the build-out of
the Core Site Project. The following language is hereby deemed incorporated into each
of the Core Site Design Approvals (and amendments and supplements thereto) as well as
this Agreement: "Approval of this plan may create a vested property right pursuant to
Colorado Revised Statutes title 24, article 68, as amended." This vested property right
shall have a term commencing as of the effective date of this Agreement and continuing
for a period ending on July 1, 2008. ,,
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14. Liability of Successors. The provisions hereof touch and concern and run
with the ownership of the Core Site Property. However, any successor owner to Vail
C Associates with respect to any portion of the Core Site Property or the Core Site Project
will not have any personal liability for any of Vail Associates' obligations hereunder,
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except to the extent such successor succeeds to Vail Associates' position as the
C owner/developer of any building improvements in the Core Site Project before they are
initially completed (as evidenced by the issuance of any temporary or permanent
certificate of occupancy therefor). This Agreement shall cease to act as any limitation or
encumbrance upon any building improvements within the Core Site Project when such
building improvements have been thus initially completed. The Town agrees to
cooperate reasonably and diligently in furnishing recordable releases and terminations of
this Agreement, or for discrete portions of the requirements hereunder, as and when the
relevant requirements have been satisfied. Subject to the foregoing provisions, (i)this
Agreement shall be binding upon and inure to the benefit of Vail Associates and its
successors and assigns, and (ii)references herein to "Vail Associates" shall be construed
to include its successors and assigns from time to time Vail Associates may also assign
its maintenance and other obligations under Section 5 above to any successor owner in
the Core Site Project, to one or more of the Metropolitan Districts, and/or to any owners'
association formed for the Core Site Project or any portion thereof, and Vail Associates I`
will have no further liability for any of those obligations that are so assigned.
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15. Notices; Business Days. Any notice required or permitted under the terms
of this Agreement shall be in writing, may be given by the parties hereto or such parties'
respective legal counsel, and shall be deemed given and received (i) when hand delivered
to the intended recipient, by whatever means; (ii)three (3)business days after the same is
deposited in the United States mails, with adequate postage prepaid, and sent by
C'' registered or certified mail, with return receipt requested; (iii) one (1)business day after
the same is deposited with an overnight courier service of national or international
reputation having a delivery area encompassing the address of the intended recipient,
with the delivery charges prepaid; or (iv) when received via facsimile on the intended a
recipient's facsimile facilities accessed by the applicable telephone number set forth
below (provided such facsimile delivery and receipt is confirmed on the facsimile
facilities of the noticing party). Any notice under clause (i), (ii)or (iii) above shall be
delivered or mailed,as the case may be, to the appropriate address set forth below:
If to Vail Associates:
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c/o Vail Resorts Development Company
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Jack Hunn, Vice President of Design and Construction
Fax No.: (970) 845-2555
Phone: (970) 845-2359
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with a copy to:
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c/o Vail Resorts Development Company
Legal Department
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Kursten Canada, Esq.
Fax No.: (970) 845-2555
If to Town:
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Town of Vail
75 S. Frontage Road
Vail, Colorado 81657
Attention: Town Manager
Fax No.: (970)479-2157
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with a copy to:
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Town of Vail
75 S. Frontage Road
Vail, Colorado 81657
Attention: Town Attorney
Fax No (970)479-2157
Either party may change its addresses and/or fax numbers for notices pursuant to
a written notice which is given in accordance with the terms hereof. As used herein, the
term "business day" shall mean any day other than a Saturday, a Sunday, or a legal
holiday for which U.S. mail service is not provided. Whenever any date or the expiration
of any period specified under this Agreement falls on a day other than a business day,
then such date or period shall be deemed extended to the next succeeding business day
thereafter.
16. Severability. In the event any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future laws, the legality, validity
and enforceability of the remaining provisions in this Agreement shall not be affected
thereby, and in lieu of the affected provision there shall be deemed added to this
Agreement a substitute provision that is legal, valid and enforceable and that is as similar
as possible in content to the affected provision. It is generally intended by the parties that
this Agreement and its separate provisions be enforceable to the fullest extent permitted
by law.
17. Exhibits. All Exhibits to this Agreement which are referenced by the
provisions hereof as being attached hereto are deemed incorporated herein by this
reference and made a part hereof.
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18. Entire Agreement. This Agreement and the other contracts or agreements
specifically referred to herein represent the entire agreement between the parties hereto
with respect to the subject matter hereof, and all prior or extrinsic agreements,
understandings or negotiations shall be deemed merged herein.
19. Estoppel Certificate. At any time and from time to time (but upon not less
than ten (10)days' prior notice by Vail Associates), the Town shall execute,
acknowledge and deliver to Vail Associates and its designees an estoppel certificate in
writing certifying that this Agreement is unmodified and in full force and effect (or if
there have been modifications, that this Agreement is in full force and effect as so
modified, and stating the modifications); that Vail Associates is not in default of any
obligations, conditions or requirements hereunder, except as otherwise specified in the
response; and such other matters and information related to this Agreement as may be
reasonably requested. Failure of the Town to furnish its response within the requisite 10-
day period shall be conclusive upon the Town that the matters requested for disclosure
are in the status most favorable to Vail Associates, as determined by Vail Associates.
20. Rules of Construction. The headings which appear in this Agreement are
for purposes of convenience and reference and are not in any sense to be construed as
modifying the paragraphs in which they appear. Each party hereto acknowledges that it
has had full and fair opportunity to review, make comment upon, and negotiate the terms
and provisions of this Agreement, and if there arise any ambiguities in the provisions
hereof or any other circumstances which necessitate judicial interpretation of such
provisions, the parties mutually agree that the provisions shall not be construed against
the drafting party, and waive any rule of law which would otherwise require
interpretation or construction against the interests of the drafting party. References
herein to the singular shall include the plural, and to the plural shall include the singular,
and any reference to any one gender shall be deemed to include and be applicable to all
genders. The titles of the paragraphs in this Agreement are for convenience of reference
only and are not intended in any way to define, limit or prescribe the scope or intent of
this Agreement.
21. Town Council Approval. This Agreement shall not become effective until
the Town Council's adoption and approval of this Agreement by ordinance. As part of
that ordinance, the Town Council will designate and authorize the Town Manager to
execute and deliver this Agreement on behalf of the Town. The effective date of this
Agreement shall be the date upon which this Agreement has been executed and delivered
by Vail Associates and so executed as set forth above by the Town Manager.
22. Waivers and Amendments. No provision of this Agreement may be
waived to any extent unless and except to the extent the waiver is specifically set forth in
a written instrument executed by the party to be bound thereby. No modification or
amendment to this Agreement shall have any force or effect unless embodied in an
amendatory or other agreement executed by Vail Associates and the Town, with the
Town's execution to be authorized by Town Council ordinance or resolution, as
applicable. However, if, on behalf of the Town, the Town Manager, after consultation
with the Director of Community Development, determines that any proposed amendment
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or modification constitutes a minor change, then the Town Manager shall have the
unilateral power and authority to execute and deliver such amendment or modification on
behalf of the Town and to bind the Town thereby. In any event the Town Manager will
have the unilateral power and authority to furnish any estoppel certificates, approvals,
confirmations of whole or partial termination, or other documents or communications
contemplated by the provisions of this Agreement.
23. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
24. Additional Assurances. The parties agree to reasonably cooperate to
execute any additional documents and to take any additional action as may be reasonably
necessary to carry out the purposes of this Agreement.
25. No Third Party Beneficiary. Except for the corporate affiliates of Vail
Associates, who are expressly intended to be third-party beneficiaries of Vail Associates'
rights hereunder, no third party is intended to or shall be a beneficiary of this Agreement,
nor shall any such third party have any rights to enforce this Agreement in any respect.
Vail Associates' "corporate affiliates" will include any entity which by direct or indirect
majority ownership interests is controlled by, controls, or is under common control with
Vail Associates. Other corporate affiliates of Vail Associates may have ownership
interests in the Property and/or the Core Site Property, and references herein to "Vail
Associates" shall be deemed to include any such corporate affiliate with an ownership
interest.
26. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, and which together shall constitute one and the same
agreement.
27. Recording. This Agreement shall be recorded in the real property records
for Eagle County,Colorado.
28. No Joint Venture or Partnership. No form of joint venture or partnership
exists between the Town and Vail Associates, and nothing contained in this Agreement
shall be construed as making the Town and Vail Associates joint venturers or partners.
29. Attorneys' Fees. In the event any legal proceeding arises out of the
subject matter of this Agreement and is prosecuted to final judgment, the prevailing party
shall be entitled to recover from the other all of the prevailing party's costs and expenses
incurred in connection therewith, including reasonable attorneys' fees (and the presiding
court will be bound to make this award).
IN WITNESS WHEREOF, the Town and the Authority and Vail Associates have
made this Core Site Development Agreement as of the day, month and year first above written.
[Signature blocks on following page]
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MUR\59599.01\486462.4 12
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0
e i
TOWN:
TOWN OF VAIL, a municipal corporation duly
organized and existing by virtue of the laws of the
• es*CF` State of Colorado
e
SEA:, 74,A-- 1
�
, By:
c�N .r Name: ter t'
Title: Town Manager
ATTES`:
dlf_ Brifli lib
Or ei yonaldson, own Clerk
i
STATE OF COLORADO )
ss:
COUNTY OF ) 1
Lif05144,4tt..
The foregoing • strument as acknowledged before me this day of
C , 200 by S -?-2,..,tpX as Town Manager
of the Town of Vail, a municipal corporation duly organized and existing by virtue of the laws of
the State of Colorado.
• Witness my hand and official seal.
My commission expires: . i
9-
.-lP !9.4 J , . A i i -•
1
, . � o blic 0•• .. ,
•
i i i
,'�� •� [Signature blocks continue on following page]
I,*•••101 •
1
i
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MUR\59599.011486462.4 13
® 0
it
C [
VAIL ASSOCIATES:
1
THE VAIL CORPORATION D/B/A VAIL
ASSOCIATES, INC., a Colorado corporation
B •-sir.m
MIL_ 1
Name: l • D. -.._.,..u,
Title: .,_ • G::0-t•-
STATE OF COLORADO )
) ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
NOVEivte.,r , 20014 , by 640...r++1.a... P• lack,rv-% as
oY V i c,G Pr'e-si de4,11- of The Vail Corporation d/b/a Vail Associates, Inc., a
Colorado corporation.
Witness my hand and official seal. .4.1-.c•
C ==WO L A. `"‘I My commission expires: 4 -I I-01
=
G .. ..
•
Notary Public
;.p
11,11-4%'�4. �.' i
'• . 7• -. •' ' [Signature blocks continue on following page]
k‘‘ COLORP0=
■�.��-
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MUR\59599.01 486462.4 14
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C 1
VAIL REINVESTMENT AUTHORITY
', �4ESTgtir1G,y► By:
Zil------
x,01:• �+� Name: a� ��.,„ IA-
,. Title: Ex,. 17j\re-e*V-
;� •
o •••
e
+, '•
I
STATE OF COLORADO )
) ss:
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this ) —day of
, 2004, by �'�+-rr.. o as
of Vail Reinvestment Authority, a body corporate duly organized and existing as an urban
renewal authority under the laws of the State of Colorado.
•
Witness my hand and official seal.
My commission expires. c) b 6.
C
YP n I
O.f40--..v , ��+./' Al DAY
�i. N,I , r Publ.
: LOR9.9 •
I
DONALDSON
i , ti _ NNE
1
Co' 1
1
MUR\59599.01\486462.4 15
EXHIBIT A
CORE SITE PROPERTY
Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10,
1970, in Book 217 at Page 675;
Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217
at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds
recorded in Book 560 at Page 180 and in Book 389 at Page 502;
Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in
Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in
deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert
Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at
Page 698; and
Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded
October 15, 1971 in Book 221 at Page 992;
County of Eagle,
State of Colorado.
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EXHIBIT B
CORE SITE DESIGN APPROVALS
Design Development Plans entitled"Lionshead Core Area Redevelopment"
prepared by 42/40 Architecture, Project No. 20826.02, submitted to the Town of
Vail as of September 10, 2004, and approved by the Town's Planning and
Environmental Commission as of September 27, 2004
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M U R\59599.01\486462.4
EXHIBIT C
STREETSCAPE AREA
Drawing No. SD1.10, "Site Improvements Plan," within the Core Site Design Approvals and
describing part of the Core Site Project, as attached hereto.
C
MUR\59599.01\486462.4
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Streetscape area ;4 �_ _ '"°'^�c°°°'
is constituted by I o' --- T•---- , /T'�
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on this drawing, _
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improvements. ;�i //
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•
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George Ruther- Fw: Employee Housing
6,
rraBelle Page 1
LFrom: "Jay Peterson" <jkp @vail.net>
To: "George Ruther" <GRuther @vailgov.com> OR/GiAiii Date: 12/12/2006 12:14:04 PM Subject: Fw: Employee Housing at ArraBelle
George,
•
Here it is again.
Jay
Original Message
From: Jay Peterson
To: gruther @vailgov.com
Cc:jackh @vailresorts.com
Sent: Wednesday, October 18, 2006 4:21 PM
Subject: Employee Housing at ArraBelle
George,
Pursuant to our last conversation, I am writing this e-mail to inform you that I have discussed our
employee housing requirements for the Core Site with Vail Resorts. The following is set forth in the Core
Site Development Agreement in Article 12, entitled Employee Housing.
a.. 100 beds lost at the Sunbird Lodge will be replaced.
b.. The incremental housing for the Core Site development(determined to be 20 beds during the
entitlement process) must be provided.
Cc.. The replacement housing for the Sunbird Lodge and the incremental housing for the Core
Site(collectively the"Core Site Employee Housing Requirements") must be satisfied from housing within
the LionsHead area of the Town of Vail or other location that may be approved by the PEC.
The Core Site Employee Housing Requirements will act as a condition to the issuance of any C.O. for the
Core Site. Vail Associates may provide the required employee housing on an interim basis, not to exceed
five years, except, that ultimately Vail Associates will be required to furnish permanent facilities for the
Core Employee Housing Requirements.
I will hand deliver a copy of this e-mail along with a copy of the Core Site Development Agreement so you
can verify the same.
Jay K. Peterson
K