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MEMORANDUM
To: Stan Zemler, Town Manager
From: George Ruther, Community Development Director
Date: August 30, 2007
Re: Arrabelle at Vail Square Employee Housing Requirements
The purpose of this memorandum is to outline my understanding of the employee
housing requirements for the Arrabelle at Vail Square project located in Lionshead.
As you are aware, I was, and presently remain, the planner directly responsible for the
continued development review of the Arrabelle at Vail Square project. I have been
serving in this capacity since the start of the project in 2003. 1 have remained involved in
nearly every aspect of the project, and will continue to do so, until a final certificate of
occupancy is issued for all phases of the project.
As the Town's representative directly responsible for development review process for
this project, I have direct, firsthand knowledge and recollection of the circumstances and
obligations surrounding the employee housing requirements of this project. My
recollection and knowledge is based on the town's legal files, public meeting minutes,
and my consistent presence throughout the development review process.
Pursuant to the conditions of approval for the Arrabelle at Vail Square project, the
developer of the project is required to satisfy an employee housing obligation of 120
"pillows". 100 "pillows" are required to replace the loss of employee housing units
previously located within the Sunbird Lodge and an additional 20 "pillows" are required
to mitigate the incremental increase in employee generation as a result of the construction
of the Arrabelle at Vail Square project.
In accordance with the Planning & Environmental Commission's stated conditions of
approval, and subsequent Developer Improvement Agreement, the developer of the
project,
"...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. "
Regardless of whether the developer chooses to take advantage of the interim opportunity
made available by the condition, it was clearly understood that all of the employee
housing requirement, whether interim or permanent, is to be available for occupancy at
the time of the issuance of anny C.O. for the project. It was understood by all parties
involved at the time, and documented as such in the developer improvement agreement,
that the five year interim period was only for temporary housing versus permanent
housing, and not a five year reprieve from providing any housing required under the
condition of approval
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Finally, it is further understood and clearly documented in the master lease between
Timber Ridge Village and Vail Associates, Inc., dated October 1, 2005, paragraph 5, that
the forty-four (44) units leased by Vail Associates satisfies the employee housing
requirement for the project on an interim basis until October 1, 2007, unless the renewal
option provisions of paragraph 3 are exercised. Nonetheless, permanent facilities for the
employee housing requirement must be provided in accordance with the conditions of
approval and the developer improvement agreement.
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C]
MURRAY
ID A"L.
KUEGFIENMEISTER
REfVAUM LLP
MEMORANDUM
TO: Stan Zemler
Matt Mire
Nina Timm
FROM: Malcolm Murray
DATE: August 31, 2007
RE: Vail Resorts' Employee Housing Obligation
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You have asked me to review Vail Resorts' employee housing obligations in the Core
Site Development Agreement ("Agreement") and advise you on the status of those obligations in
light of the imminence of a request for a certificate of occupancy for the Arrabelle Project
(referred to in the Agreement as the "Core Site Project").
Vail Resorts' employee housing obligations are recited in Paragraph 12 of the Core Site
Development Agreement, entered into as of November 8, 2004. Vail Resorts' employee housing
obligations are referred to in the Agreement as the "Core Employee Housing Requirements."
Paragraph 12 reads as follows:
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 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
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
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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").
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 interim basis, not to
exceed five (5) years, except that ultimately Vail Associates will be
required to furnish permanent facilities for the Core Employee
Housing Requirements.
It is my understanding that in addition to the 100 beds from the Sunbird, it has been
determined that Vail Resorts has an obligation to provide 20 beds for the Arrabelle Project and
12 beds for the Front Door Project. This means that the Core Employee Housing Requirement is
a total of 132 beds.
The Agreement requires that Vail Resorts satisfy the Core Employee Housing
Requirements through the provision of permanent housing units in Lionshead or any other
location in the Town approved by the PEC. At the time of the drafting of the Agreement, it was
recognized that provision of the units might not be accomplished by the completion of the
Arrabelle Project, so Vail Resorts was given 5 years from the date of the Agreement to provide
the additional units, so long as Vail Resorts provided employee housing on an interim basis. The
permanent housing must be provided by November 8, 2009.
Vail Resorts has provided the interim housing by leasing 44 units at Timber Ridge,
pursuant to the Master Lease between Vail Associates, Inc., and the Timber Ridge Village
Affordable Housing Corporation, dated October 1, 2005. Paragraph 5 of the Master Lease
acknowledges that the Maser Lease satisfies the requirement to provide interim housing. The
provision of interim housing is acceptable until November 8, 2009, but after that date, Vail
Resorts must provide those 132 beds in permanent locations in Lionshead or another location
acceptable to the PEC.
While Vail Resorts is allowed to provide interim housing for 5 years, its obligation to
provide permanent housing is a condition for the issuance of any certificate of occupancy for the
Arrabelle Project. In other words, Vail Resorts must provide or identify how it will provide 132
permanent beds prior to the issuance of a temporary or final certificate of occupancy for
Arrabelle.
It is my understanding that Vail Resorts has not acquired or identified how the 132 beds
will be provided on a permanent basis. As a result, Vail Resorts is not in compliance with
Paragraph 12 of the Agreement, and since Paragraph 12(b) makes provision of the required
employee housing a condition to issuance of any certificate of occupancy for the Arrabelle
Project, the Town may withhold a temporary certificate of occupancy.
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Vail Resorts may satisfy the Core Employee Housing Requirements in several ways:
1. Vail Resorts can commit to construct additional units in Lionshead. Those units
must provide a minimum of 132 beds and must be ready for occupancy no later
than November 8, 2009.
2. Vail Resorts can acquire existing units in the Town sufficient to provide 132 beds.
This solution will require approval of the PEC to the extent the units are outside
Lionshead.
3. Vail Resorts can construct or enter into an agreement for the construction of new
units at Timber Ridge or another location. The new units must provide 132 beds
and be permanently in the control of Vail Resorts for use by its employees. If the
units are outside of Lionshead, the PEC must approve the location.
4. Vail Resorts and the Town could enter into an agreement to pay to the Town a
sum sufficient to permit the Town to construct or to acquire units adequate to
satisfy the 132 beds requirement. Such an agreement would essentially be an
amendment to the Agreement and would acknowledge satisfaction of the Core
Employee Housing Requirements.
Unless one of the above solutions is not in place, the Town may withhold a temporary or
final certificate of occupancy.
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9 MEMORANDUM
TO: Town Council
FROM: Community Development Department
DATE: September 4, 2007
•
SUBJECT: Arrabelle / Core Site Employee Housing Requirements
The Core Site Hotel Project was approved by the Town of Vail in September,
2004. The Core Site Hotel Project, which is now known as the Arrabelle at Vail
Square, had an employee housing requirement based on the Town's previous
employee housing requirements. Under the previous requirements, residential
uses in commercial settings were assessed a requirement based on anticipated
employee generation as if they were a commercial use. This is the most
significant change to the Town's new employee housing requirements.
With the passage of Inclusionary Zoning on April 3, 2007, residential uses are
now required to mitigate for their employee housing impacts through the
inclusionary zoning requirements and not commercial linkage requirements. The
inclusionary zoning requirement is based on square feet of residential units rather
than number of residential units developed.
Additionally, the Town of Vail updated its employee generation rates with the
"Town of Vail Nexus/Proportionality Analysis for Employee Housing Mitigation
Programs," prepared for the Town by RRC Associates, Inc., dated March 12,
2007. The generation rates in the new report differ slightly, based on updated
research, from the employee generation rates the Town previously utilized.
Again, the most significant change from when the Arrabelle project was approved
to today is the change in policy and the addition of inclusionary zoning for
residential development rather than commercial linkage.
The attached spreadsheets show how the requirement for the Arrabelle project
was completed and how the employee housing requirement for the Arrabelle
project would be assessed under the new Commercial Linkage and Inclusionary
Zoning requirements.
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C ARRABELLE / CORE SITE HOTEL
Commercial Uses
Retail - Existing
Retail - Proposed
Retail - Net New
Skier Services - Existing
Skier Services - Proposed
Skier Services - Net New
0
Square Generation Employees Mitigation Emps to be
Feet Rate Generated Rate housed
9,217
24,069
14,852 2.4/1,000 35.64 20% 7.13
0
5,108
5,108 3.2/1,000 16.35
Spa - Existing
0
Spa - Proposed
11,365
Spa - New New
11,365 2.1/1,000 23.87
Eating & Drinking Est. - Existing
23,263
Eating & Drinking Est. - Proposed
7,773
Eating & Drinking Est. - Net New
-15,490 6.75/1,000 -104.56
Conference Facility - Existing 0
Conference Facility - Proposed 5,496
Conference Facility - Net New 5,496 .8/1,000
Accomodation Units - Existing 0
;_..z Accomodation Units - Proposed .36,
Accomodation Units - Net New 36 .7/unit
Commercial Linkage Requirement
if the Arrabelle were approved today
20% 3.27
20% 4.77
20% -20.91
4.40 20% 0.88
25.2
Replacement of beds lost at Sunbird
0
20% 5.04
0.18
emps to be housed
1 100 beds
0
ARRABELLE / CORE SITE HOTEL
Residential Uses Square Feet
Multi Family Units - Existing 0
Multi Family Units - Proposed 176,786
Multi Family Units - Net New 176,786
Inclusionary Zoning Requirement
if the Arrabelle were approved today
117,678.60 / 350 sq ft per employee
17,678.60 x $236.65 per sq ft
$4,183,640.69
100.18 employees x $131,385
$13,162,149.30
$17,345,789.99
t
Mitigation Requirement Mitgation
10% 17,678.60
17,678.60
deed restricted sq ft
18.94
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EMPLOYEE HOUSING AGREEMENT
THIS EMPLOYEE HOUSING AGREEMENT (this Agreement" of , , b
2007
duly organized and existing under nddb t venthheoTOWN ) is made l of the
Stateno f Colorado corpora day tion_
f the lapws of the,
"Town"), and THE NAIL CORPORATION, a Colorado corporation ("Vail Corp') Colorado (the
RECITALS:
A. Anabelle at Vail Square,
owns the site of and is in the process of developing alm xed,u eared liability company
Lionshead area the Town the
commonly known as « eal estate project located in the
well into construction; The Chalets at the Lodge ~Vai11eLLC Vail a S Clorado care"
company q that project being
("CLV" owns the site of and is in the process of developin oa mix limited liability
project located in the Vail Village area of the Town Commonl kno
that project also bean g mixed-use real estate
that pro ct also being well binto eing deve action y wn as "Nail's Front Door,,,
and including, among other things, a
Lodge at Vail," a skier services facili t7 p under the trade name
facilities, and a new spa facility , a ski club, subterranean loading/del Ve Chalets at the
and new accommodation units in the Lode at Vailnd parking
Vail, LLC, a Colorado limited liability company ("RCR o
mixed-use real estate project (including residential condominiums and g ' and RCR
in the Lionshead area r the Town commonly referred to as "The Ritz-CarnrResidences," for
preparation the permit requisite to and has commenced demolition and site
( "Applicable Projects"
AVS, CLV and RCR are each affiliates of Vail Corp.
B. In connection with the development approvals established
Projects under the applicable zone districts (Lionshead Mixe
Base/Recreation 2 SRB2 for the Applicable
Protects for the pr(RB )of the Town has established aggregate d Use 1 (Lr the and Ski
ggregate requirements for the A
cable
employees, or in the ision terminology below) that have an occupancy pelf 144
Housing Requirements" commonly employed by the Town, 144 "beds" tcapacity l 144
The term "EHUs" shall mean employee housing units established in
accordance with the governing provisions of the Vail Town Code th
Section 12-13-1 et se . t shed in
g (he "EHU Code Provisions" ( e "Town Code") under
XerOy current terms,]
C. The Town is the owner of a multi-family residential ro'ect
commonly known as "Timber Ridge" p J situated in the Town
order for the use and occu that is presently unoccupied and must be redeveloped in
and ma pncy of Timber Ridge to be feasible.
Y further consider various redevelopment alternatives, Vail Corp is that Timber Ridge could be redeveloped in a rri While the Town has considered
as Exhibit and made a rp presently ed a veto
part hereof by this reference; redevelopment pursuantn attached hereto
would entail the incorporation of approximately 263 rental EHUs, accounting
1,049 beds, and approximately 54 for-sale EHUs, accounting for approximately 134 beds the
"Redevelopment Projections"). The Town has made a significant c '
Timber Ridge. The Town acknowledges that an aPPro aPjtal investment in acquiring
redevelopment is in the best interests of the Town
s citizens disposition of Timber Ridge for
capital investment. Vail and its citi zens in order to realize upon that
Corp in turn acknowledges that Vail Corp may have interest in
.r
7443773
DRAFT MWft
acquiring and redeveloping Timber Ridge. The parties have mutually determined, in accordance
with and subject to the terms of this Agreement, to establish the acquisition and redevelopment
of Timber Ridge as one option or alternative available to Vail Corp for satisfying the Employee
Housing Requirements.
D. The parties have mutually determined to make this Agreement in order to set forth
specific alternative means for satisfaction of the Employee Housing Requirements, including one
alternative, as referenced above, which would serve the Town's purpose and goal of realizi
disposition and redevelopment of Timber Ridge. ng the
NOW, THEREFORE, in consideration of the above premises, and the mutual covenants
and agreements contained herein, the Town and Vail Corp covenant and agree as follows:
l • First Acquisition Right. Vail Corp shall have an elective first right to acquire and
redevelop Timber Ridge in accordance with the following provisions (the "First Acquisition
Right'):
(a) If the Town ever receives an offer from a third party to acquire Timber
Ridge which the Town wishes to accept, or determines to market Timber Ridge for sale
whether publicly or privately, then the Town shall give Vail Corp notice setting forth the
applicable terms that would govern the proposed disposition (the "Acquisition Terms").
The Acquisition Terms may entail requirements for redevelopment that are comparable to
the Redevelopment Projections. The Acquisition Terms shall be presented to Vail Co
in the form of a complete, fully integrated sale and purchase agreement (the "Purchase
Contract Form'). However, in any case the gross sales price (however denominated, and
including any consideration constituting an alternative in whole or part or a supplement
to gross sales price) shall not exceed $22,000,000 for purposes of an of the
Acquisition Right. If the First Acquisition Right is exercised, TimberrcRidge shall Abe
conveyed to Vail Corp or an affiliate of Vail Co desi
"Purchaser"). The conveyance of Timber Ridge to the Purchaser Land he losingoth re or by Vail (the
(assuming the First Acquisition Right is exercised) shall be in accordance with the
Acquisition Terms and Purchase Contract Form, subject to any modifications to which
the parties mutually agree or which are otherwise required herein (and the parties will
proceed to execute and deliver the Purchase Contract Form, as so modified, as a binding
agreement between them). In that regard Vail Corp may request clarifications or
supplements to the Purchase Contract Form to address ambiguous or unaddressed subject
matter, and the Town agrees to cooperate reasonably with Vail Corp in that regard. In
any case the Acquisition Terms will conform to the foregoing price limitation and also
the following provisions, and the Purchase Contract Form will be adjusted as necess
conform thereto: necessary to
(i) At the closing the Town, at the Town's cost and expense, will be
obligated to furnish the Purchaser with a 2006 ALTA owner's title insurance
policy for the fee interests in Timber Ridge (the "Title Policy"), with an effective
date and time subsequent to closing and providing insurance to Purchaser in the
amount of the gross purchase price to be paid by the Purchaser, to be free and
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7447 77 .7 2
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DRAFT. of
any liens, easements, restrictions -
affecting title, subject only to the , encumbrances or
Y Permitted Exceptions (hereinafter defined).
(ii) The closing shall be held no sooner than ninety (90) days after Vail
Corp gives its notice exercising the First Acquisition Right. Closi
conducted through Land Title Guarantee Com anng shall be
own behalf and as agent for Chicago Title Insurance
y ("Land Company (WT(w hich acting on its
underwriter for provision of the Title Policy)- P shall be the
and disbursement agent for the mutual benefit oft the Tlownhand Pures s escrow
disbursement of the net proceeds owing to the Town to occur only when Land
Title irrevocably commits to insure title in favor of the Purchaser as required
herein). (iii) Time shall be of the essence for the parties' respective obligations
in closing any exercise of the First Acquisition Right. In the event the Town
breach its obligations in connection with closing or otherwise in connection Wall
the conveyance of Timber Ridge, then Vail Co lth
and remedies available at law or equity therefor
rp may , including aneactY on and for s all rights
performance and the recovery of damages. P c
ecifi
(b) During the "Exercise Period" defined below:
(i) Vail Corp and its contractors, agents and designees shall have the
right to enter, inspect and evaluate the physical condition of Timber Ridge,
t.
well as such other matters and characteristics associated with Timber Ridge that
may affect its ownership, redevelopment, operation, use, occupancy or enjoyment.
The Town agrees to furnish promptly all reasonable cooperation that Vail C
may request in that evaluative process, and specifically includin out
limitation, conferring with and providing information to Vail Corp in relatio
the development approvals that will be necessitated for Timber Ride n to
and
Redevelopment Project, and the related procedures and other relevant mattany
ers.
s,
Vail Corp shall indemnify the Town against any losses, damages or claims,
including any mechanics' lien claims against Timber Ridge, that may arise
from
Vail Corp's on-site physical inspections. To the extent the Purchase Contract
Form duplicates the foregoing inspection rights, the Purchase Contract Form ct
be appropriately modified to remove that duplication for will
of the First Acquisition Right. purposes of any exercise
furnish (ii) Within the first ten (10) days of the Exercise Period, the Town will
Vail Corp with a title insurance commitment provided by Land Title
the issuance of the Title Policy, and the Town will cooperate reasonably with Vail for
Corp in determining and mutually establishing in writing the title exce ti all
ns
reflected in that title commitment to be permitted and acceptable for the
conveyance to the Purchaser (the "Permitted Exceptions").
Exceptions may be further limited, and the Town's obligations reg d n Pe
g title be further supplemented, by the Acquisition Terms. However, in an g event may
Permitted Exceptions will not include any taxes or assessments except for the
general
7443773
3
DRAFT
property taxes and assessments accruing after the closing date (Timber Ride
being tax-exempt because of the Town's ownership until closing); the st
g
a
exception for mechanics' lien claims, except for claims any such g by,
through or under Vail Corp; any exception for lease or tenanc esor otherlpa parties
in possession; any other standard or generic exceptions, exception only the
standard survey exception; or any deeds of trust, mortgages or other only the
liens or security interests against Timber Ridge or an monetary
y personal roe y
conveyed in conjunction therewith (with the Town being obli
gated to secure the
release, satisfaction and discharge of any such monetary liens or security inter
as of or prior to the closing). The Town will also secure the deletion from the
Title Policy of the form co-insurance clause and the form exclusions for creditors,
'
rights. The Purchase Contract Form will, for purposes of the First Acquisition
Right, be modified as necessary to conform to the foregoing title requirements.
(c) Vail Corp shall have a period of ninety (90) days after the Town Vail Corp notice setting forth the Acquisition Terms and delivering the Purchase
Form (the "Exercise Period") in which to exercise its First Acquisition Right gives
Timber Ridge pursuant to the foregoing Contract
and acquire
provisions by giving the Town notice ther.
the event Vail Corp does not give such notice within the Exercise Period, then the In
may proceed with the conveyance of Timber Ridge to anthird-party e Town
to a purchase and sale agreement made in substantial conformity wlithhtherPurchase
Contract Form, and in any case any modified terms therein (i) may not be economically
or financially more favorable to the third-party
(ii) may not otherwise be more favorable to the third-party der in any material respect, and
material respect when compared with the original of the Purcha er Contract Foy other
least ten (10) days before making any purchase and sale agreement with a third- d- At
purchaser, the Town shall furnish its final form to Vail Corp to e Vail party
opportunity to verify the Town's compliance with the foregoing limitations ail Corp
the Town fails to make and close athird-In the event
provisions within six (6) months after the azexpirrat expiration the Exerc se Period foregoing
above procedures for the First Acquisition Right must be repeated, and d,
all then the
afforded the opportunity again to exercise the First Acquisition Right, before t Corp
may make any conveyance of Timber Ridge to a third he Town
completes the closing with athird-
party purchaser in ac ply. If the Town timely
provisions, then the First Acquisition Right shall be of nocfurther forcle the foregoing
Town may not convey Timber Ridge until Vail Corp's First Acquisition Ri ht ect. The
satisfied in accordance with the terms hereof. g has been
(d) Notwithstanding any of the foregoing
imply to the contrary, the Town may not (i) make or Propose to make a c n eyance or
Timber Ridge to a third party that is not independent of the Town or otherwise on of of
than a bona fide, arm's-length basis, and the proposed Acquisition Terms ma on other
affected in favor of the third party purchaser by any other transactions or dealings not be
Town may have with that same party or its affiliates, ii make or propose to that the
conveyance of only a portion of Timber Ridge, or (iii) make or ro os make any
make an
third-party conveyance of Timber Ridge involving an exchange of properties or any other
t
form of consideration that cannot be readily replicated by Vail Corp or the Purchaser. In
0
ple~
7443773
4
I)RAFT J G WWDWk
addition, the Town may not enter into a long-term lease for Timber Ridge
device or transaction structure which by intent or effect circumvents the First Acq cq similar
Right. If the Town ever conveys Timber Ridge or enters into an othertr uisition
violation of the foregoing limitations, such conveyance or transaction will have no
therein) in e limiting effect upon the First Acquisition Right, which any transaction in
Timber Ridge (or the applicable portion thereof or interest
elect on may thursuaa nds of any
relief to secure a rescission of any such violative conveyance or transaction equitable
Corp is successful in that regard
(and
pursuant to , it may recover costs and attorneys' fees from the Town
(e) The "Contract Date" shall mean the date of the parties' mutual ex
and delivery of this Agreement (and the date of this Agreement at the beginning
shall be completed as of that date , execution
has not acquired Timber Ridge purl antto the Firsta Acauis'e.that in the event Vail Corp
date that is 36 months after the Contract Date (the "Satisfaction Datet"), then before the
Acquisition Right, if not sooner terminated pursuant to paragraph l(c) a
First
thereupon terminate and be of no further force or effect; provided, however, th that the
shall
termination shall not occur if (i) the First Acquisition Right has been exercised hove, but its
such
closing date not yet reached, or ii the Purchaser has failed to acquire T'
because of a default by the Town or the Purchaser in connection with any prior exercise
of the First Acquisition Right, and the Purchaser or the To amber Ridge
process of pursuing or otherwise still has available to it the remedy of specific
performance for the default (and the Satisfaction as applicable, is still in the
the closing or the exercise of the specific performance remael be extended t accommodate
dy, as applicabl le).
(1) In the event
(subject to the effect of any ail Corp i(or the designee Purchaser) acquires Timber
Acquisition Right, the Townpagreesletha casualty
such or
acquis ti'on a son Ridge
complete satisfaction of all Employee Housing R ) Pursuant the First
hall constitute e full and
Requirements for the Applicable Projects.
The Town specifically acknowledges that i) in all likelihood the purchase rice
be paid for Timber Ridge would far exce dthe amount of the Em to p that will
and (ii) in any case the disposition of Timber Ridge pursuant to the Acquisition
that the Town may designate would constitute a material public P benefit Housing Fees,
fit inuring
welfare of the citizens of the Town which may result in significant Ttoeiinthes
capacity, employee housing
2 Market Acciuisitions
may elect to sati . As an alternative to the First Acquisition Ri
sfy the Employee Housing Requirements b
Corp
through one or more of its acquiring, fee title to existing residential dwelling Right,
units thVailat are
available from time to time for purchase within the Town, with those units to be made subject of
EHU restrictions of record on residential dwe r ced below, and/or (ii) securing the requisite
fling units owned by others within the Town
(collectively, the "Market Option"). Those dwelling units so acquired and/or restricted pursuant
to the Market Option are sometimes referred to hereinafter as the "Market
I"""' outside TOV boundaries be considered?] The Market Option will
in certain respects by the following provisions: be further governed
7447 77 7
5
DRAFT %ur'
~DIEJVT
(a) The record restrictions for Market Units must meet the EHU Code
Provisions in effect as of the date hereof for "Type
mployee housing
units/?J. The Town will cooperate diligently and reasonably 'ail Corp to establish
a form for those record restrictions, such form to be consistent with and no more
burdensome to ownership than those used historically by the Town to establish othe
EHU requirements of record for the same EHU Type. r
(b) The Town agrees that if Vail Corp elects for the Market Option, and
pursuant thereto Vail Corp has in place the requisite number of Market EHUs on or
before the Satisfaction Date, then the Employee Housing Requirements will be full and
completely satisfied. The requisite number of Market EHUs will be determined b
reference to the standards for allocating a number of "beds" to EHUs that the Town
historically employed before the adoption of the New Housing Ordinances (hereinafter
defined), since, as set forth hereinafter, the New Housing Ordinances do not apply to t
Applicable Projects; nonetheless, the bed allocation standards employed for the Market
EHUs shall be no more burdensome to Vail Corp than those under the New Housing
Ordinances. Again the Town will cooperate diligently and reasonably from time to tim
with Vail Corp in defining and applying those standards. e
(c) To the extent Vail Corp partially executes the Market Option, then the
Employee Housing Requirements will be partially satisfied to the same extent. For
example, if, pursuant to the Market Option, Vail Corp were to purchase and establish a
number of Market EHUs sufficient for 70 beds, then Vail Corp would remain obligated
under the Employee Housing Requirements for the difference of 74 beds, to be satisfied
by payment of the proportional Employee Housing Fees under paragraph 3 below,
ddetermined-at the rate of $82,639 per bed.
(d) Should Vail Corp exercise the First Acquisition Right and acquire Timber
Ridge after any units have already been established as Market EHUs, then Vail
rp will
no longer be obligated to maintain those units as EHUs, and the Town will furnis
sh such
documentation as Vail Corp may request to release those units from the EHU restriction
of record and otherwise evidence that the EHU requirements no longer aPPl s
y.
3. In-Lieu Fees. If, by the Satisfaction Date, the Employee Housing Requirement
have not been satisfied (i) by the exercise of the Market Option, or ii b the exercise of t
Acquisition Right and the purchase of Timber Ridge pursuant thereto, hen within an he First
additional
120 days thereafter, Vail Corp shall be required to pay the sum of $11,900,000 (the "Em
Housing Fees"). The amount of the Employee Housing Fees will be subject to proportional loyee
reduction for a partial execution of the Market Option, as set forth in paragraph 2(c) above.
Town agrees that the payment of the Employee Housing Fees will fully satisfy and di scharge the
discharge the
Employee Housing Requirements for the Applicable Projects. Inc The
Town further specifically acknowledges and agrees as follows: °nnection therewith, the
(a) The Employee Housing Fees, which produce a fee per employee/bed of
$82,639, is at least materially consistent with the in-lieu fees per employee/bed
historically levied by the Town under the applicable standards for other development
projects, and in many cases of comparison actually exceed significantly the fees er
p
744777
6
R~.~I FT
~o e
I' y e/tied levied for other
the Applicable Projects are specific projects. The applicable histori
for
cal standark dsand
usionary zoning" to those that pre-date the commercial lina
employee housing ordinances adopted "by the To
"Hinclousing Ordinances" , et se wn and now
the Town acknowled esan and 12-24-1, et s (the "New
Ordinances do not apply to the Applicable g and agrees that the New
development applications for each of theApplic
Projects, able Projects ause were submitted before Housing
enactment of the New Housing Ordinances, among other things,
the While Project (b)he E p ogee the
Housing New Housing Ordinances do not apply Fees nonetheless conform substantially to he fee-in-lieu lieu
standards established for the inclusionary zoning provisions within
Ordinances, assuming an allocation of 350 square feet of floor area for each of the
144 employee/beds under the Employee Housing Requirements
consistent with the square footage standards under the New Housing e
assumption produces an aggregate square fo71ousing ta e (Which assumption is
144 employees/beds; thus, the Employee ll ocaFe equates
tion of 50,4 0 square feet for he
$236.11 per square foot, which is substantially th same as thefee-in- with approximately
presently established for the inclusion the lieu of
therefore is not materially contr' zoning under the New Housing Ordinan$ S3 and
ary to present Town policies.
4. No Other Re uirements. The Town acknowledges and agrees that the Employee
Housing Requirements do and shall constitute the sole re lire for
employee housing in relation to the A q ments that may be subject to any Projects, and that the Applicable Projects will not
Y other employee housing requirements or standards that the To
for development projects, whether based on or arising from
Practices or policies heretofore existing ordinances ~ may Impose
' regulations,
, presently outstanding, or hereafter arising rules.
5. Securi .
(a) As a condition to the issuance of any temporary certificate
relation to any of the Applicable Projects Vail Co
shall furnish the Town with an irrevocable standbyletter e occupancy
p or another affiliate of Vail
r Corp
the beneficiary in the full amount of the Employee Housing Of credit made to the Town as
to secure the obligations of Vail Co 900, Housing Requirements (the "Letter of Credit" g Fees, 1. e'' satisfy $1 t11 he E00 l and
Corp under this Agreement to
if the Employee Housin The Letter of Credit shall ot be required
g Requirements have been satisfied in accordance with th
provisions of this Agreement before an such issue. The Letter of Credit shall be by a temporary certificate of occupancy e
Corp. No transfer of the Letter of Credit shall be pbaenking institution designa teed by is to
iced
to maintain or cause the Letter of Credit to be maintained in force by
Employee Housing q required
until the
g Reuirements have been satisfied in accordance with thfectro
of this Agreement. The Letter of Credit shall be of what rmitted, is commonly Corp will be re
"evergreen" varlet P visions
Y, with an initial one- year known as the for
successive one-year terms Y term that renews
unless and until the Letter of Credit issuer go es tthe lTown
written notice that the Letter of Credit will not be renewed a
applicable one-year term, such notice to be s of the end of the then
given no later than thirty (30) days prior
7443773
7
E
Q
DRAFT CO
thereto. If the Letter of Credit issuer gives any such notice of non-renewal before
satisfaction of the Employee Housing Requirements, then the Town may proceed to draw
the full amount of the Letter of Credit and hold the proceeds thereof as security for w
obligations hereunder to satisfy the Employee Housing Requirements if and whe
the
default in those obligations arises. n a
(b) If from time to time the Employee Housing Requirements are partially
satisfied by the establishment of Market EHUs, the required amount of the Letter of
f
Credit will be reduced to the same extent, and Vail Corp at its election may furnish a
replacement Letter of Credit in such reduced amount that meets the other requirements
hereunder; in exchange therefor the Town will surrender and return the Letter of Credit
being replaced (and thereafter all references herein to the "Letter of Credit" shall
can
the replacement Letter of Credit). Similarly, if Market EHUs have been established
before the initial Letter of Credit is provided, the amount of the initial Letter of C
may also be reduced in like manner. Credit
(c) Pursuant to the Colorado Uniform Commercial Code, C.R.S. Section 4-9-
101, et leg., Vail Corp hereby grants the Town a security interest in and to the rocee
p ds
of the Letter of Credit as collateral and security for the obligations under th'
s Agreement
to satisfy the Employee Housing Requirements. However, before making any draws
upon the Letter of Credit, the Town will give Vail Corp notice of the pertinent default in
satisfying the Employee Housing Requirements and the pending draw against the Lette
of Credit, and Vail Corp shall have a period of forty-five (45) days thereafter in whic r
cure the pertinent default in satisfying the Employee Housing Requirements (hose ero
such notice and cure provisions will not apply to a draw made under paragraph
above for a non-renewal). At such time as the Employee Housing Requirements ave
been satisfied, the Town will return to Vail Corp or its designee the Letter of Credit have
any unapplied proceeds thereof, and the Town shall have no further interest therein or and
any remaining proceeds thereof.
6. ReccOrdine. At Vail Corp's election, the Town and Vail Co
execute and deliver a memorandum acquisition agreement, to be in a form prepar ed b V
Corp, that evidences the First Acquisition Right and that wit ~ will mutually
records for Eagle County, Colorado. 1 be recorded in the real property
7 Notices Business Da s. Any notice required or permitted under the terms of t
Agreement shall be in writing, may be given by the parties hereto or such parties' res this
e
legal counsel, and shall be deemed given and received (i) when hand delivered to the inende tended
recipient, by whatever means; (•tt•) three (3) business days after the same is deposited
in the
United States mails, with adequate postage prepaid, and sent by registered or certified m
return receipt requested ttt one (1) business day after the same is deposited with an overnight
courier service of national or international reputation having mail, with
address of the intended recipient, with the delivery charges prepaid;eor (iv) when received the
facsimile on the intended recipient's facsimile facilities accessed by the applicable teleph Ieph via
number set forth below (provided such facsimile delive one
facsimile facilities of the noticing party). and receipt is confirmed on the
delivered or mailed, as the case may be, to t~ appropriate address sset ( forth below.
7443773
8
DRAFT J
If to Vail Corp:
The Vail Corporation
c, o Vail Resorts Development Company
P.O. Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Keith Fernandez, Authorized Agent
Fax No.: (970) 754-2555
with a copy to:
Vail Resorts Development Company
Legal Department
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention. Julie Stencel, Esq.
Fax No.: (970) 754-2555
If to Town:
Town of Vail
75 S. Frontage Road
Vail, Colorado 81657
Attention: Town Manager
Fax No.: (970) 479-2157
with a copy to:
Town of Vail
75 S. Frontage Road
Vail, Colorado 81657
Attention: Town Attorney
Fax No.: (970) 479-2157
0
OfffATIk
Either party may change its addresses and/or fax numbers for notices pursuant to a
which is given in accordance with the terms hereof. As used herein the to
shall mean any day other than a Saturday, a Sunday, or a legal holida fo business written notice
day
g
service is not provided. Whenever any date or the expiration of any r which U.S. mail
Agreement falls on a day other than a business day, then such date or period shall rl eriodd shall l under this
y pd extended to the next succeeding business day thereafter. be deemed
8. Seve_ rabi]ity. In the event an
invalid or unenforceable under any provision of this Agreement is held to be illegal,
of the remaining provisions in this Agreement
present or u halll not,be affected, validity and enforceability
affected provision there shall be deemed added to this Agreement a substitute
legal, valid and enforceable and that is as similar as possible in content to the thereby, and in lieu of the
ta provision that is
affected provision.
7443773
9
DRAFT -
It is CD
generally 1
mended b the ~
It is y Parties that this ~ I
enforceab
le to the fullest extent permitted by law. Agreement and its separate provisions be `0'
9. Entire A reement.
specifically referred to herein representst egent Beat reemehe other contracts or agreements
respect to the subject matter hereof, and all prior or extrinsi cagree agreements, understandings
negotiations shall be deemed merged herein. Parties hereto with
or
10. Rules of Construction.
p
The h which a
urposes of convenience and reference and are noteadings
in any senseppear in this Agreement are for
paragraphs in which they appear. Each to be construed as modi d the
opportunity to review PAY hereto acknowledges that it has had full and fair
make comment upon, and negotiate the terms and provisions of
Agreement, and if there arise any ambiguities in the provisions hereof
which necessitate judicial interpretation of such provisions, the or any other circumstances this
umstar~es
provisions shall not be construed against the drafting party, and waive any rule Of law which
would otherwise require interpretation or construction against the parties
interests of the mutually drafting agreethat the
References herein to the singular shall include the plural, and to the plural shall include the
party-
singular, and any reference to any, one gender shall be deemed to include PAY
genders. The titles of the paragraphs in this Agreement are for convenience '
and are not intended in and be applicable to all
Agreement.
any way to define, limit or prescribe the cope or intent of this
11. Town q nrovals. The To
Agreement have been approved b wn acknowledges and confirms that the terms of this
greem and also pursuant approved by the Town's Planning and Environmental Co
represents that pursuant to that ordinance, the Town adopted by the Vail Town mmission
Council. The Town
deliver this Agreement on behalf of the Town. Mager has been authorized toe ecute and
12. Waivers and Amendments.
any extent unless and except to the extent rtherwa ver sf sheciF~reement may be waived to
instrument executed by the party to be bound thereby.
N P modification set forth in a
Agreement shall have any force or effect unless embodied in an am written
fication or amendment this
executed by Vail Corp and the To
other agreement
e
wn, with the Town's execution to be endato authorized by Town
Council resolution. However, if, on behalf of the Town, the Town M rYanager, or after consultation
with the Town Attorney, determines that any Proposed amendment or modification constitutes a
and deliver such wn Manager shall have the unilateral power and authority to execute
amendment or modification on behalf of the Town and to bind the
thereby. In any event the Town Manager will have the unilateral o on behalf of the Town and deliver any P wen and authority to execute
provisions of this Agreement. Y documents or communications contemplated by the
13. Governin Law. This Agreement shall be
accordance with the laws of the State of Colorado, governed by
and construed in
14. Additional Assurances. The
additional documents and to take c Parties agree to reasonably cooperate to execute any
out the purposes of this Agreement. Y additional action as may be reasonably necessary to carry 14~
7443773
10
GAR AFT
INTEM
15. Third Party Beneficiaries. Vail Corp's affiliates, including AVS, CLV, and RC
and their successors in the ownership of the Applicable Projects, are expressly intend R
shall be third- ed to and
party beneficiaries of Vail Corp's rights and the Town's obligations and
agreements hereunder. For purposes of this Agreement, the "affiliates" of Vail Corp will include
any corporation, limited liability company or other entity which by virtue of direct or indirect
majority ownership interests is controlled by, controls or is under common control with Vail
Corp. 16. Countero . This Agreement may be executed in counterparts, each of whic
shall constitute an original, and which together shall constitute one and the same a eem h
gr ent.
IT No Joint Venture or Partnershi . No form of
between the T joint venture or partnership exis
own and Vail Corp, and nothing contained in this Agreement shall be con is
making the Town and Vail Corp joint venturers or partners. strued as
18. Attornevs' Fees. In the event any legal proceeding arises out of the subject matte
of this Agreement and is prosecuted to final judgment, the Prevailin
recover from the other all of the r
entitled to
prevailing g party shall in connection
therewith, including reasonable attorneys' fees (and the presiding court will e bound
this award). to make
[Balance of page intentionally left blank)
[1076J
7443773
F T CONFUNk
IN WITNESS WHEREOF, the Town and Vail Corp have made this Employee Housing
Agreement effective as of the day, month and year first above written.
ATTEST:
Lorelei Donaldson, Town Clerk
TOWN:
TOWN OF VAIL, a municipal corporation
duly organized and existing by virtue of the
laws of the State of Colorado
By:
Stanley B. Zemler, Town Manager
Signature Block of Vail Corp Follows on Next Pagel
~'E
744377 3
12
P, 0 CONFOWwA,
VAIL CORP:
THE VAIL CORPORATION, a Colorado
corporation
By:_
Name:
Title:
•
•
744777
13
-C - - I
I R o +r 1 A414 ~1ll~w~ ~o 64=0 ovlo~.a.
l
x x`131, 3aS A-G, 766, ZOO . <r
t Zo x 4 8z., b38. 'Gs= .4 q 916,666.-So
ly,I j IF /:5/0 58s 18, ~l9, yyd.
Jyy 8Z, ^ .
Ch
G,GY,A y
C ARRABELLE / CORE SITE HOTEL
Residential Uses Square Feet
Multi Family Units - Existing 0
Multi Family Units - Proposed 176,786
Multi Family Units - Net New 176,786
Mitigation Requirement Mitgation
10% 17,678.60
Inclusionary Zoning Requirement
if the Arrabelle were approved today
17,678.60
deed restricted sq ft
117,678.60 / 350 sq ft per employee 18.94
17,678.60 x $236.65 per sq ft
$4,183,640.69 240/1
100.18 employees x $131,385
$13,162,149.30 C'V
-16°i0
$17,345,789.99
l~ x ~~~~~3gS~
Z + 15 ? c to Znc). DD
~ 140f
ARRABELLE / CORE SITE HOTEL
Square Generation Employees Mitigation Emps to be
Commercial Uses
Feet
Rate
Generated
Rate
housed
Retail - Existing
9,217
Retail - Proposed
24,069
Retail - Net New
14,852
2.4/1,000
35.64
20%
7.13
Skier Services - Existing
0
Skier Services - Proposed
5,108
Skier Services - Net New
5,108
3.2/1,000
16.35
20%
3.27
Spa - Existing
0
Spa - Proposed
11,365
Spa - New New
11,365
2.1/1,000
23.87
20%
4.77
Eating & Drinking Est. - Existing
23,263
Eating & Drinking Est. - Proposed
7,773
Eating & Drinking Est. - Net New
-15,490
6.75/1,000
-104.56
20%
-20.91
Conference Facility - Existing
0
Conference Facility - Proposed
5,496
Conference Facility - Net New
5,496
.8/1,000
4.40
20%
0.88
Accomodation Units - Existing
0
Accomodation Units - Proposed
36
Accomodation Units - Net New
36
.7/unit
25.2
20%
5.04
0
s
Commercial Linkage Requirement
if the Arrabelle were approved today 0.18
emps to be housed
Replacement of beds lost at Sunbird 100 beds
0 40
0
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RESOLUTION NO. 6
Series of 2007
A RESOLUTION AUTHORIZING THE VAIL REINVESTMENT AUTHORITY TO
ENTER INTO AN AGREEMENT WITH THE VAIL CORPORATION AND THE
TOWN OF VAIL REGARDING EMPLOYEE HOUSING OBLIGATIONS IN
CONNECTION WITH THE ARRABELLE PROJECT.
WHEREAS, the Vail Corporation, the Town of Vail and the Vail
Reinvestment Authority (the "Authority"), entered into the Core Site Development
Agreement, dated November 8, 2004; and
WHEREAS, the Town and the Vail Corporation have agreed to amend the
Core Site Development Agreement to allow the Arrabelle Project to receive a
temporary certificate of occupancy while assuring the Town that the Vail
Corporation will provide the employee housing required by the Core Site
Development Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE VAIL REINVESTMENT
AUTHORITY THAT:
The Core Site Housing Agreement is hereby approved in
substantially the same form as attached hereto.
2. This resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail
Reinvestment Authority held this 18th day of December, 2007.
Dick Cleveland
Chairman
ATTEST:
Stan Zemler,
Secretary/Executive Director
U
Resolution No. 6, Series 2007
CORE SITE EMPLOYEE HOUSING AGREEMENT
THIS CORE SITE EMPLOYEE HOUSING AGREEMENT ("Agreement") is made as of
the 18th day of December, 2007, by and between the TOWN OF VAIL, a municipal corporation
duly organized and existing under and by the Vail Town Charter (the "Town"), and THE VAIL
CORPORATION d/b/a VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates").
Recitals:
A. Vail Associates, the Town and the Vail Reinvestment Authority (the "Authority"),
entered into the Core Site Development Agreement, dated as of November 8, 2004. Initially
capitalized terms used but not defined herein shall have the meanings given them under the Core
Site Development Agreement.
B. All obligations of the Authority and obligations owed to the Authority have been
satisfied and the Authority is not a necessary party to this Agreement (as confirmed by the
Authority by its execution at the end hereof).
C. Paragraph 12 of the Core Site Development Agreement obligated Vail Associates
to provide replacement employee housing for the Sunbird Lodge and incremental employee
housing for additional development in the Lionshead area of the Town of Vail. The obligation
for employee housing is referred to in the Core Site Development Agreement as the "Core
cr Employee Housing Requirements."
D. The Core Employee Housing Requirements have been determined to be
equivalent to 120 employee housing beds (and the foregoing will be part of the parties'
agreement hereunder).
E. Paragraph 12 of the Core Site Development provides that provision of the Core
Employee Housing Requirements shall be a condition to the issuance of any certificate of
occupancy for the Core Site Project (now known as "Arrabelle Project"), and that Vail
Associates could provide the employee housing on an interim basis for a period of five years.
F. The Arrabelle Project is nearing completion and Vail Associates anticipates
applying for a temporary certificate of occupancy in the near future.
G. The parties differ on the interpretation of Paragraph 12 of the Core Site
Development Agreement and on whether Vail Associates is in compliance with the terms of
Paragraph 12.
H. In order to resolve the differences between the parties and to avoid litigation, the
parties now enter into this Agreement to insure that Vail Associates satisfies the Core Employee
Housing Requirements in a timely manner and that necessary certificates of occupancy are
issued for the Arrabelle Project.
0
® i
C Agreement:
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements set forth herein, the parties covenant and agree as follows:
1. Vail Associates shall post an irrevocable letter of credit in the amount of
$17,345,789 (the "Letter of Credit"), in a form satisfactory to the Town, with Land Title
Guarantee Company to secure the Core Employee Housing Requirements.
2. The amount of the Letter of Credit shall be adjusted on April 1, 2008, and each
April 1 thereafter, to an amount consistent with the rates set by the Town Council by resolution
for payment of fees in lieu as required by Section 12-23-6 and Section 12-24-6, Vail Town Code
(Chapters 12-23 and 12-24 of the Vail Town Code being referred to hereinafter as the "New
Housing Ordinances").
3. Upon posting of the Letter of Credit, the Core Employee Housing Requirements
shall no longer act as a condition to the issuance of any certificate of occupancy for the Arrabelle
Project.
4. Vail Associates shall use its best efforts to submit or cause to be submitted to the
Town, by February 25, 2008, a complete development review application for a project or
projects in the Town of Vail, which proposals shall include not less than 120 newly constructed
employee housing beds to comply with the Core Employee Housing Requirements (provided the
Town may not require more than 120 beds in the aggregate in relation to the Arrabelle Project),
but may be part of larger mixed use development(s) on the North Day Lot and/or alternative
location(s) in the Lionshead Master Plan Area or other location approved by the Town
(collectively the "North Day Lot and/or Alternative Project"). The Town acknowledges and
agrees that the North Day Lot and/or Alternative Project may involve direct or indirect
ownership interests in favor of Vail Associates (or its affiliates) and/or third parties. The Town
shall consider and process the review of such application promptly and in good faith, subject to
the application being in compliance with the Vail Town Code, and by reasonable application of
the Town's adopted development review requirements that are applicable to the particular site(s)
(the "Review Standards").
5. Vail Associates may amend or alter any North Day Lot and/or Alternative Project
development application, or withdraw any such application from consideration by the Town and
submit a new application, subject to its obligations in Section 6.
6. Vail Associates and/or any third party developers shall obtain approval of the
development review application for the North Day Lot and/or Alternative Project on or before
November 5, 2008 (the "Development Review Approval Date," subject to extension as provided
in Paragraph 13 herein), and the Town shall work in good faith to provide any approvals by such
date for a timely filed application, all in accordance with the Review Standards.
7. Vail Associates and/or such other third party developer shall obtain a building
permit for the construction of the North Day Lot and/or Alternative Project and shall commence
construction of a North Day Lot and/or Alternative Project no later than May 1, 2009 (the
"Construction Commencement Date," subject to extension as provided in Paragraph 13 herein),
2
•
and shall actively prosecute construction of the North Day Lot and/or Alternative Project to
completion pursuant to a building permit or permits for the construction of the North Day Lot
and/or Alternative Project. Upon issuance of a temporary certificate of occupancy for the North
Day Lot and/or Alternative Project, the Letter of Credit shall be promptly returned to Vail
Associates and Vail Associates shall be deemed to have satisfied the Core Employee Housing
Requirements.
8. Any employee housing units provided pursuant to this Agreement shall be
permanently restricted by provisions incorporated into the deed or other instrument. Such
provisions shall be in accordance with Town Code and the deed, as restricted, or other
instrument shall be recorded in the records of the Clerk and Recorder of Eagle County.
9. Breach by Vail Associates. A "breach" or default" by Vail Associates under this
Agreement shall be defined as: (i) the failure of Vail Associates no later than the Development
Review Approval Date to obtain from the Town a complete development review approval for the
North Day Lot and/or Alternative Project; (ii) the failure of Vail Associates, by no later than the
Development Review Approval Date, to obtain from the Colorado Department of Transportation
(CDOT), if necessary, all approvals by CDOT for the North Day Lot and/or Alternative Project;
(iii) the failure of Vail Associates to obtain a building permit for the construction of the North
Day Lot and/or Alternative Project and to commence construction of the North Day Lot and/or
or Alternative Project on or before the Construction Commencement Date, or (iv) any failure by
Vail Associates to actively pursue construction of the North Day Lot and/or Alternative Project
pursuant to a building permit for the construction of the North Day Lot and/or Alternative
Project once construction has commenced.
10. Breach by the Town. A "breach" or "default" by the Town under this Agreement
shall be defined as follows: (i) failure by the Town to timely, diligently and in good faith
consider and process the development review application for the North Day Lot and/or
Alternative Project in accordance with the Review Standards, or (ii) failure of the Town to issue
building permits or other requisite approvals for construction if proper application is made
therefor under Town Code based on construction documents that conform to the approved
development plan.
11. Mandatory Mediation. In the event a Notice of Breach is given by either party,
the parties shall retain the services of a mediator, acceptable to both parties, within 15 days of the
receipt of the Notice of Breach. In the event the parties are unable to agree on a mediator within
15 days, the parties may exercise any remedy provided herein and no mediation will be required.
In the event the parties agree on a mediator, the parties shall engage in mediation for a period not
to exceed sixty (60) days from the date of retention of a mediator. Neither party may exercise its
Remedy provided for in Paragraphs 12 and 13 below until the completion of the period for
mediation. Either party may also cure any default during the mediation period.
12. Remedies for Breach by Vail Associates. The sole and exclusive remedy of the
Town for a breach or default by Vail Associates shall be to draw on the Letter of Credit. Any
proceeds that the Town may retain shall be applied solely to the Town's procurement in good
faith of employee housing units in accordance with Town Code and to the end of furnishing the
requisite 120 beds.
0 •
13. Remedies for Breach by the Town. The sole and exclusive remedy of Vail
Associates for breach by the Town shall be: (i) for a breach occurring prior to the Development
Review Approval Date, an extension of the Development Review Approval Date and the
Construction Commencement Date by six (6) months, but not to be sooner than six (6) months
after the date upon which the breach by the Town ceases; (ii) for a breach occurring after the
Development Review Approval Date but before the Construction Commencement Date, an
extension of the Construction Commencement Date for a period of six (6) months, but not to be
sooner than six (6) months after the date upon which the breach by the Town ceases.
14. Tolling of Construction Commencement Date. In the event of any third-party
appeal or litigation challenging any development review approval hereunder, the parties will
consult regarding the tolling of the Construction Commencement Date. In the event an
injunction is granted enjoining construction, the Construction Commencement Date will be
tolled and further extended until the injunction is lifted. If the development review approval is
not so affirmed, the parties will mutually determine in good faith a new schedule for re-
processing the development review approval in accordance with the other terms of this
Agreement, with the Development Review Approval Date and the Construction Commencement
Date to be extended accordingly.
15.' Notices. 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 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 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:
Vail Corporation
c/o Vail Resorts Development Company
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Keith Fernandez, President
Fax No.: (970) 845-2555
Phone: (970) 845-2359
n
4
•
C If to the Town or the Authority:
Town of Vail
Stanley Zemler, Town Manager
75 South Frontage Road
Vail, Colorado 81657
Phone: (970) 479-2105
Fax No.: (970) 479-2452
Any 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.
16. Attorneys' Fees. In the event any legal proceeding arises out of this Agreement
and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the
other party all of the prevailing party's costs and expenses incurred in connection therewith,
including reasonable attorneys' fees (and any presiding court will be bound to make this award).
17. Waiver. No failure by either party hereto to insist upon the strict performance of
any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy
consequent upon a breach of this Agreement, will constitute a waiver of any such breach or of
such or any other covenant, agreement, term or condition. Either party by giving notice to the
other parry may, but will not be required to, waive any of its rights or any conditions to any of its
obligations hereunder. No waiver will affect or alter the remainder of this Agreement, but each
and every other covenant, agreement, term and condition of this Agreement will continue in full
force and effect with respect to any other then existing or subsequent breach.
18. Applicable Law. The laws of the State of Colorado will govern the interpretation
and enforcement of this Agreement.
19. Binding Effect. This Agreement will be binding on and inure to the benefit of the
parties hereto, and their successors and assigns.
20. Time of Essence. Time is of the essence of this Agreement. The parties will
make every reasonable effort to expedite the subject matters hereof and acknowledge that the
successful performance of this Agreement requires their continued cooperation.
21. Counterparts. This Agreement may be executed in counterparts, each of which
will be an original and all of which will constitute one and the same instrument.
22. Jointly Drafted; Rules of Construction. The parties hereto agree that this
Agreement was jointly drafted, and, therefore waive the application of any law, regulation,
holding, or rule of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document.
23. Entire Agreement. This Agreement represents the entire agreement between the
parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements,
undertakings or negotiations shall be deemed merged herein, superseded hereby, and of no force
5
•
E
or effect, and the parties mutually acknowledge and agree that Paragraph 12 of the Core Site
Development Agreement is superseded and terminated.
[Balance of page intentionally left blank]
•
•
6
• o
IN WITNESS WHEREOF, Vail Associates, the Town and the Authority have made this
Agreement as of the day, month and year first above written.
VAIL REINVESTMENT AUTHORITY
By:s~'v/~r'L! ~j
Name:
Title: O ea NtL RC r`
STATE OF COLORADO
~ ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this 4L day of
2007, by n Z,cr,nl ey- as Szjc of Vail Reinvestment
Authority.
Witness my hand and official seal.
My commission expires: CQ rYa! D
Jzl No c
U.
0 J
i Ature blocks continue on following page]
EO
0
TOWN OF VAIL
•
By:
jzue-
Name:
Title:
ATTE
orelei onaldson, Town Clerk
STATE OF COLORADO
ss:
COUNTY OF a~1~ )
The foregoing instrument was acknowledged before me this add day of
2007, by,5&4.,, 1a,- as-Town rYlc~ of the Town of Vail.
113
Witness my hand and official seal.
My commission expires: .-4= ! o
°arl►q~~i
Notar
rC/) A ~•O
-Wignature blocks continue on following page]
0
0
0
THE VAIL CORPORATION, d/b/a VAIL
ASSOCIATES, INC., a Color corporation
By: Keith Fernandez, President and COO-VRDC
STATE OF COLORADO )
) ss:
COUNTY OF I~ )
The foregoing instrument was acknowledged before me this day of Ot"y -~W-
2007, by Keith Fernandez, President and COO-VRDC of The Vail Corporation, d/b/a Vail
Associates, Inc., a Colorado corporation.
Witness my hand and official seal.
My commission expires: L-4 - I I ` I I
E
CZ (C
Notary Public
je as to Fond:
ts L Dep art at
IAN ~1AURIELLO
FN
:
BankafAmerica
BANK OF AMERICA - CONFIDENTIAL PAGE: 1
DATE: DECEMBER 18, 2007
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3091306
ISSUING BANK
BANK OF AMERICA, N.A.
1000 W. TEMPLE STREET
7TH FLOOR, CA9-705-07-05
LOS ANGELES, CA 90012-1514
BENEFICIARY APPLICANT
THE TOWN OF VAIL, STATE OF COLORADO THE VAIL CORPORATION
75 S. FRONTAGE ROAD WEST DBA VAIL ASSOCIATES, INC.
VAIL, CO 81657 390 INTERLOCKEN CRESCENT, STE 1000
BROOMFIELD, CO 80021
AMOUNT
NOT EXCEEDING USD 17,345,789.00
NOT EXCEEDING SEVENTEEN MILLION THREE HUNDRED FORTY FIVE THOUSAND SEVEN
HUNDRED EIGHTY NINE AND 001100'S US DOLLARS
EXPIRATION
DECEMBER 18, 2008 AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF
CREDIT WHICH IS AVAILABLE WITH BANK OF AMERICA, N.A. BY PAYMENT
AGAINST PRESENTATION OF THE ORIGINAL OF THIS LETTER OF CREDIT AND
YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA, N.A., ACCOMPANIED BY
THE DOCUMENT DETAILED BELOW:
BENEFICIARY'S SIGNED STATEMENT STATING THE FOLLOWING:
QUOTE
1) THERE HAS BEEN A BREACH OR DEFAULT BY THE VAIL CORPORATION DBA
VAIL ASSOCIATES, INC. UNDER THE CORE SITE EMPLOYEE HOUSING AGREEMENT
DATED AS OF DECEMBER 18, 2007 BY AND BETWEEN THE TOWN OF VAIL AND THE
VAIL CORPORATION DBA VAIL ASSOCIATES, INC. AND SUCH BREACH OR DEFAULT
HAS NOT BEEN CURED AS PROVIDED THEREIN.
2) THE AMOUNT DRAWN IS REQUIRED TO REMEDY SUCH BREACH OR DEFAULT.
3) SUCH DRAW IS THE TOWN OF VAIL'S SOLE AND EXCLUSIVE REMEDY FOR SUCH
BREACH OR DEFAULT AND WILL BE APPLIED IN ACCORDANCE WITH THE TERMS OF
THE CORE SITE EMPLOYEE HOUSING AGREEMENT.
UNQUOTE
PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE NOT PERMITTED.
THIS IRREVOCABLE LETTER OF CREDIT SHALL EXPIRE ON DECEMBER 18, 2008
AND SHALL BE AUTOMATICALLY EXTENDED FOR SUBSEQUENT ONE YEAR TERMS
UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY EXPIRATION DATE, WE
ORIGINAL
05-17-1486B 7-2000
' BankofAmeric a
--lw~
°ww lw~
BANK OF AMERICA - CONFIDENTIAL PAGE: 2
THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 3091306
NOTIFY YOU, WITH A COPY TO THE VAIL CORPORATION DBA VAIL ASSOCIATES,
INC. BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE
ADDRESS, THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR SUCH
ADDITIONAL PERIOD.
THIS LETTER OF CREDIT MAY NOT BE DRAWN UPON PRIOR TO NOVEMBER 6,
2008.
WE HEREBY ENGAGE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE
WITH THE TERMS OF THIS LETTER-OF CREDIT WILL BE DULY HONORED UPON
PRESENTATION TO US AT BANK OF AMERICA, N.A., TRADE OPERATIONS CENTER,
1000 W. TEMPLE STREET, MAIL CODE: CA9-705-07-05, LOS ANGELES, CA
90012-1514, ATTN: STANDBY LETTER OF CREDIT DEPARTMENT ON OR BEFORE
THE EXPIRATION DATE OR ANY AUTOMATICALLY EXTENDED EXPIRATION DATE AS
SPECIFIED HEREIN.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY
PRACTICES 1998, ICC PUBLICATION NO. 590.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS
TRANSACTION, PLEASE CALL 213-481-7844-
AUTHORIZED SIGNATURE
THIS DOCUMENT CONSISTS OF 2 PAGE(S).
101
ORIGINAL
05-17-1486B 7-2000
0° Page 1 of 1
Jay Peterson
From: "Jay Peterson" <jkp@vail.net>
To: <gruther@vailgov.com>
sCc: <jackh@vailresorts.com>
Sent: Wednesday, October 18, 2006 5:21 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.
100 beds lost at the Sunbird Lodge will be replaced.
The incremental housing for the Core Site development (determined to be 20 beds during the entitlement
process) must be provided.
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
•
10/18/2006
CORE SITE DEVELOPMENT AGREEMENT
THIS CORE 1TE DEVI~ OPMENT AGREEMENT (this "Agreement")
is made effective as of the _``-.-day of _~S 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 ova-is in the
Lionshead area of the Town of Vail to the north of the Eagle Balm Gondola facilities and
which is commonly ref&red. 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;
commercial retail uses, including, without limitation, restaurants, coffee shops and. other
eating and dririking establislunents; public and recreational uses and structures, including,
without limitation, an outdoor skating rink, open plaza and other areas allowing for
k recreational or entertainment activities and amenities, and ski clubs or similar
associations or operations relating to sporting, recreational or outdoor activities; and other
uses, improvements and :facilities compleineritary, supplementary, ancillary, incidental or
related to any of t11e 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 Septernber 27, 2004; and attached hereto (the `"Core Site
Design Approvals").
4. Tlie 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 l ,ionshead 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.
Ml !R\59599.01\486462.4
i •
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
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
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.
b) Vail Associates will obtain easement grants and vacations and
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
(r the sole discretion of Vail Associates, for the construction of the Core Site Project, which
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
the Authority and the Town in their respective reasonable discretion, of the satisfaction of
all of the Conditions.
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
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,
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 A thority, with the consent and stipulation of Vail Associates, will obtain a
Rule and Order from the District Court in the Eminent Domain Proceeding conveying
unencumbered fee title in the Property to the Authority.
MUR\59599.01 \486462.4 2
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 Reinvestinent Agreement
(collectively the "Permitted Exceptions").
b) Town's Obligations at Closing:
(1) 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
Town will grant, across and upon any pertinent easement or
property 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
the development of the Core Site Project, subject to the
Town's approval of those configurations as they may affect
Town property interests.
(ii) The Town will convey to Vail Associates fee title to those
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
Enviromnental 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:
•
M UR\59599.01 \486462.4 3
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(1) At Closing Vail Associates will furnish the Town with a
promissory note or other form of personal 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 Con-unitment 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
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.
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
cannot be obtained in a timely manner consistent with Vail Associates' construction
schedule, then the undertaking of the affected Off-Site Streetscape Improvements will not
MUR\59599.01 \486462.4 4
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® condition the development or occupancy of the Core Site Project, so long as Vail
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"),
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.
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 Linder 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
Streetscape Improvements. Vail Associates will be solely responsible for maintaining the
On-Site Streetscape Improvements and the Lionshead Place Improvements. Vail
MUR\59599.0 1\486462.4 5
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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
Improvements, 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
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.
M U R\59599.01 \486462.4 6
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8. Loading/Delivery Facility. Vail Associates will construct within the Core
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 giant 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.
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. Emlllovee HousirIL)
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
MUR\59599.01 \486462.4 7
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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
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").
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
interim basis, not to exceed five (5) years, except that ultimately Vail Associates will be
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
Core 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 terin commencing as of the effective date of this Agreement and continuing
for a period ending on July 1, 2008-
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
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,
M UR\59599.01 \486462.4 8
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except to the extent such successor succeeds to Vail Associates' position as the
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 funushing 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
will have no further liability for any of those obligations that are so assigned.
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 (1) 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
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
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 (1), (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:
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
•
MU W69599.01 \486462.4 9
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with a copy to:
c/o Vail Resorts Development Company
Legal Department
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Karsten Canada, Esq.
Fax No.: (970) 845-2555
If to Town:
Town of Vail
75 S. Frontage Road
Vail, Colorado 81657
Attention: Town Manager
Fax No.: (970) 479-2157
with a copy to:
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
MUR\59599.0 4 \486462.4 10
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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 pasty 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 quay 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
MUR\59599.01 \486462.4 11
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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. Countemarts. 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)
MUR\59599.01 \486462.4 12
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TOWN:
TOWN OF VAIL, a municipal corporation duly
DA--W organized and existing by virtue of the laws of the
State of Colorado Y:
Name:
:
Title: Town Manager
ATT T:
rele' Donaldson, Town Cleric
STATE OF COLORADO )
ss:
COUNTY OF )
The foregoing instrumei t was a owledged before me this ~'-day of
r
200 by as Town Manager
of the Town of Vail, a municipal corporation dtxl organized and existing by virtue of the laws of
the State of Colorado.
Witness my hand and official seal.
My commission expires:_
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No t is
[Signature blocks continue on following page]
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MUR\59599.01\486462.4 j i
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VAIL ASSOCIATES:
THE VAIL CORPORATION D/B/A VAIL
ASSOCIATES, INC., a Colorado corporation
f>°
By,
Name. C~. AA
Title:
STATE OF COLORADO )
ss:
COUNTY OF ~c•~~ G )
The foregoing instrument was acknowledged before me this day of
NoVeIVIIQQ_f , 200 W , by as
6zn', pY Vi Le- P r e-S i Gle-s-& of The Vail Corporation d/b/a Vail Associates, Inc., a
Colorado corporation.
Witness my hand and official seal.
e
My commission expires: L - L p -7
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L A•e~lo
C~ ~pTA '0
Notary Public
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BOG; QO [Signature blocks continue on following page]
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STATE OF COLORADO
COUNTY OF EAGLE
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VAIL REINVESTMENT AUTHORITY
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By:
N acne:
Title: y
ss:
The foregoing instrument was acknowledged before me this -day of
2004, by - as X-a l~-( ~
of Vail Reinvestment Authority, a bod " orporate 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: ~p
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OF
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MUR\59599.01 \486462.4 15
0 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 Pa-e 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.
LE
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0 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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MUR\59599.01 \486462.4
0 EXHIBIT C
STREETSCAPE AREA
Drawing No. SDI. 10, "Site Improvements Plan," within the Core Site Design Approvals and
describing part of the Core Site Project, as attached hereto.
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MUR\59599.01 \486462.4
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Streetscape area
is constituted by
the shaded areas
on this drawing,
excluding building
improvements.
Right edge of this
page is a match
line with the left
edge of the next
page.
EXHIBIT C
ATTACHMENT
FOR CORE SITE
DEVELOPMENT
AGREEMENT
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Robert Fitzgerald
prom:
,dent:
To:
Subject:
David and Fitz,
Jay Peterson Okp@vail.net]
Thursday, October 19, 2006 3:45 PM
David Thorpe; Robert Fitzgerald
Fw: Arrabelle Exterior Changes - proposed
I am forwarding an e-mail I received from George on the proposed revisions to the
ArraBelle. Please contact me to discuss.
Jay
Original Message
From: "George Ruther" <GRuther@vailgov.com>
To: <jkp@vail.net>
Sent: Thursday, October 19, 2006 3:22 PM
Subject: Arrabelle Exterior Changes - proposed
> Jay-
> I have reviewed the proposed changes to the exterior elevations of the
> Arrabelle. In general, 900 of the revisions could be staff approved.
> There are loo that can not be approved. The basis for determining
> whether a change could be approved is based on th impact the change has
> to the quality and detail of project. To put it another way, would the
> Board have approved current proposal during the initial review?
> The following list, along with the revised plans stamped received
C > 10/18/06, indicate the revisions requiring more information:
Vheet A211 removal of cast stone trim ova
> Sheet A212 removal ~~loping roof, removal of railing, addition of '
> louvers
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eet A213 removal of architectural trim, trim detail SIC
'Okeet A214 re im, detail, cast stone, etc.
> Sheet A215 a on of "hi her" r' change in railing detail
> Sheet A218 removal o ste detail it
> Sheet A220 removal of ste LLV 40 Wo •
> Sheet A221 addition gher" ridge, imination of iron gate,
> addition of storefront o stencil detail
> Sheet A222 storefront m difications, change in railing detail
> Additionally, my underst nding of the plans is that all architectural
> elevation sheets not sub 'tted for review of revisions shall remain
> unchanged. If this is an 'ncorrect understanding, please let me know.
> Thanks,
> George Ruther, AICP Ott •
> Chief of Planning
> Town of Vail
> (970) 479-2145 office • • ~
> (970) 376-2675 cell
> (970) 479-2452 fax
> gruther@vailgov.com owtmm VMS
ArraBelle Changes Since Design Review Board
November 21, 2006
A211 Cast stone jambs at Facade No. 16 deleted so as to match the storefront detailing at Facade
No. 15. This is one restaurant and 4240 Architecture wanted all the storefronts to read the same.
A212 1. Facade No. 13 pool deck railing omitted for cleaner look. More privacy at pool deck for
sunbathers.
2. Flat roof at Mechanical Room Level 7 would be under height limit and facilitate mechanical
equipment.
3. Louver required per mechanical. Color to match stucco.
A213 Window pattern revised. Architectural trip reduced for more stencil pattern at gamble.
A214 4240 Architecture believes this elevation is improved.
• Carriage door added with cast stone surround.
• Cast stone around windows is clean/crisp, not fussy.
• Retail display cases recessed/good detail.
Trellis at Level 2 Terrace - greater detail.
• No cast stone has been deleted.
A215
• Railings detailed at clock tower to integrate with streetscape railings. Bronze handrails added.
• No higher ridge.
A218/ Stencil will be maintained. "Removed only for CD development."
A220
A221 1. This is the back elevation of east facing gable.
2. Iron gate would have to be fixed in open position since this is a required exit.
3. Bay removed in favor of greater storefront/retail window exposure, light, views. 4240
Architecture unified the detailing of storefronts to make the fagade read as one building "to look
as if built at one period in time".
4. Stencil will remain.
A222 4240 Architecture believes we have improved the design of the storefronts. Color changes at each
building fagade.
M.\Vail Lionshead\Documents\3.2 Local Building AuthontyWra Belle Changes - DRB - 21 Nov 06.doc
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