HomeMy WebLinkAbout2005-14 Approving the Adoption and Confirming the Effect of the IGA with Vail Reinvestment Authority, Vail Square Metropolitan District 1,2, and 3, and Vail AssociatesRESOLUTION No. 14,
Series of 2005
A RESOLUTION APPROVING THE ADOPTION AND CONFIRMING THE
EFFECT OF THE INTERGOVERNMENTAL AGREEMENT BY AND
AMONG THE VAIL REINVESTMENT AUTHORITY, THE VAIL SQUARE
METROPOLITAN DISTRICT NOS. 1, 2 AND 3, AND THE VAIL
CORPORATION, D/BIA VAIL ASSOCIATES, INC.
WHEREAS, on May 3rd 2005, the Town of Vail passed a resolution (the "Plan
Resolution"} approving the Consolidated Service Plan for the Vail Square Metropolitan District
Nos. 1, 2 and 3 (the "Districts"), conditioned upon execution of an intergovernmental agreement
between Vail Square Metropolitan District No. 1 and the Vail Reinvestment Authority
Authority") to transfer tax increment revenues for the purpose of funding of certain
infrastructure; and
WHEREAS, the proponents of the Districts, the Authority, and The Vail Corporation (the
Parties") have agreed upon an Intergovernmental Agreement to be made by and among the
Parties in the form attached hereto as Exhibit A (the "TIF Agreement"); and
WHEREAS, the Council considers that the condition under the Plan Resolution will have
been met upon the Districts' formation and subsequent execution of the TIF Agreement; and
WHEREAS, the adoption of the TIF Agreement, the implementation of the Plan
Resolution, and the actions under this Resolution aze necessary and proper for the health, safety
and welfare of the Town and its inhabitants; and
WHEREAS, the actions under this Resolution comply with all applicable laws and
regulations of the State of Colorado and the Town.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF VAIL, COLORADO:
1. That the Town Council of the Town of Vail, Colorado, approves and acknowledges that
the Authority has approved the form of TIF Agreement by and among the Vail Reinvestment
Authority, the Vail Square Metropolitan District Nos. 1, 2 and 3, and The Vail Coporation,
D/B/A Vail Associates, Inc. regarding the transfer of increment tax funding revenue from the
Vail Reinvestment Authority to Vail Square Metropolitan District No. 1 or the other Districts at
its direction for the purpose of funding certain infrastructure.
2. That the Town Council of the Town of Vail, Colorado, hereby fords that the condition to
the approval of the Consolidated Service Plan for the Vail Squaze Metropolitan District Nos. 1, 2
and 3, as set forth in the Plan Resolution, will have been met upon execution of the TIF
Agreement by The Vail Corporation (or its successor in interest) and by the Districts subsequent
to their formation.
Resolution No. 14, Series of 2005
3. A certified copy of this Resolution shall be filed in the records of the Town and, in
connection with the Districts' formation, submitted to the petitioners for the purpose of filing in
the District Court of Eagle County.
4. That all resolutions or parts thereof in conflict with the provisions hereof shall be and the
same are hereby repealed.
5. The Town Council hereby finds, determines and declares that this Resolution is necessary
and proper for the health, safety and welfare of the Town of Vail and the inhabitants thereof.
INTRODUCED, READ, APPROVED AND ADOPTED this ~ Q ~ day of
2005.
o~N:;.::;~q~
SEAL 's
co"ap-d°ATTEST:
Rodney E. Slifer,
Mayor, Town of Vail
Y /~
Y//
Lorelei Donaldson,
Town Clerk, Town of Vail
Resolution No. 14, Series of 2005 2
INTERGOVERNMENTAL AGREEMENT BETWEEN
THE VAIL REINVESTMENT AUTHORITY,
VAIL SQUARE METROPOLITAN DISTRICT NO.1,
VAIL SQUARE METROPOLITAN DISTRICT N0.2,
AND VAIL SQUARE METROPOLITAN DISTRICT N0.3, AND
THE VAIL CORPORATION, d/b/a/ VAIL ASSOCIATES, INC.
This INTERGOVERNMENTAL AGREEMENT is made effective as of the day of
2005, by and between the VAIL REINVESTMENT AUTHORITY, a
body corporate duly organized and existing as an urban renewal authority under the laws of the
State of Colorado, VAIL SQUARE METROPOLITAN DISTRICT Nos. 1, 2 and 3, quasi-
municipal corporations and political subdivisions of the State of Colorado, and THE VAIL
CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado Corporation.
RECITALS
WHEREAS, the Town, the Authority and Vail executed the Development Agreement (as
defined below) to set forth their intentions regarding redevelopment of the area within the
collective boundaries of the Districts; and
WHEREAS, the Development Agreement required Vail to construct certain
improvements, including the On-Site Streetscape Improvements, the Off-Site Streetscape
Improvements and the Lionshead Place Improvements, and provided that if the Districts were
formed and made a commitment to construct the District Improvements, the Authority would
enter into an agreement with the Districts to transfer to the Districts the District Tax Increment
Revenues; and
WHEREAS, the formation of the Districts was conditionally approved by the Town in
conjunction with the conditional approval of the Service Plan on May 3, 2005; and
WHEREAS, the Town conditioned its approval of the Service Plan upon the Districts'
commitment to execute atax-increment refunding agreement with the Authority in coordination
with the Development Agreement, and the Parties intend this Agreement to fulfill that
commitment, as well as to fulfill the obligation of the Authority to enter into an agreement with
the Districts, as discussed above; and
WHEREAS, the Districts intend to commit to construct or cause to be constructed the
District Improvements under the Devel~~,~~.ent Agreement; and
WHEREAS, sections 31-25-105 and 31-25-112 of the Colorado Revised Statutes, and
section 4.5 of the Urban Renewal Plan authorize the Authority to enter into contracts and
agreements with other parties, including public bodies, for the purpose of aiding the Authority in
execution of its projects, programs, works, operations, and activities; and
WHEREAS, Article 1 of Title 32 of the Colorado Revised Statutes and the Service Plan
authorize the Districts to enter into contracts affecting the affairs of the Districts, authorize the
Districts to borrow money and to issue bonds, including revenue bonds, and authorize the
Districts to construct, operate and maintain certain public improvements such as the District
Improvements; and
WHEREAS, the Urban Renewal Plan authorizes the Authority to revitalize areas within
the Town of Vail by redeveloping infrastructure therein, including but not limited to the District
Improvements; and
WHEREAS, the purposes for which the Districts were formed include the provision of
the District Improvements and the undertaking of certain operation and maintenance obligations
related thereto; and
WHEREAS, the Parties desire for the Districts to enter into an agreement with the
Authority for the purpose of aiding the Authority in execution of the Authority's projects,
programs, works, operations and activities within the boundaries of the Districts; specifically, the
Parties desire for the Authority to contract with the Districts to construct the District
Improvements in accordance with the terms of the Development Agreement governing such
construction, and undertake any operation and maintenance activities related thereto; and
WHEREAS, under this Agreement and in consideration for the District's commitment to
undertake construction of the District Improvements, the Authority will transfer to the Districts
the District Tax Increment Revenues, to which the Authority would otherwise be entitled under
the Urban Renewal Plan, as consideration for the Districts' assumption of Vail's obligation to
construct the District Improvements; and
WHEREAS, the Districts anticipate issuing the District Bonds to pay for construction of
the District Improvements, the interest and principal payments of which the Districts intend to
pay from various revenue streams, including but not limited to, funds received from the
Authority pursuant to this Agreement, and the Parties recognize that the timely transfer of funds
to the Districts pursuant to this Agreement will be critical for the Districts to comply with their
obligations arising from the District Bonds as well certain other obligations and undertakings.
NOW THEREFORE, for and in consideration of the covenants and mutual agreements
herein contained, and of other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
SPECIFIC PROVISIONS
DEFINITIONS
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a. Agreement means this Intergovernmental Agreement, executed and
entered into by and among the Parties as of the date first written above.
b. Authority means the Vail Reinvestment Authority, a body corporate duly
organized and existing as an urban renewal authority under the laws of the State of Colorado.
c. Base Valuation means, with respect to the azea within the boundaries of
the Districts, the total assessed valuation of all taxable property last certified by the assessor prior
to the effective date of the original approval of the Urban Renewal Plan.
d. Core Site Propertv means a pazcel of property located in Eagle County,
Colorado, and more specifically described in Exhibit A, attached hereto and incorporated herein.
e. Development Agreement means the Core Site Development Agreement
entered into by and among the Town, the Authority and Vail, dated November 8, 2004, as may
be amended or supplemented from time to time.
f. District Bonds means bonds, notes, or any other instrument (including but
not limited to contract-based obligations such as loan agreements and reimbursement agreements
between the Districts and Vail or other private parties), or any combination thereof issued by one
or more of the Districts for the purpose of financing the District Improvements, and secured in
whole or in part by a Pledge of ad valorem property taxes imposed by the Districts and/or
District Tax Increment Revenues paid to the Districts by the Authority pursuant to this
Agreement.
g. District IGA means an intergovernmental agreement as described in
section 3.a.(2).
h. District Improvements means the On-Site Streetscape Improvements, the
Off-Site Streetscape Improvements and the Lionshead Place Improvements, collectively.
i. District Tax Increment Revenues means the amount of ad valorem
property taxes or levies collected on the increment Valuation of all taxable property located
within the boundaries of the Districts as a result of ad valorem taxes or levies imposed by the
Districts for both operations and maintenance purposes as well as for payment of debt service on
District Bonds.
j. Districts means Vail Squaze Metropolitan District No. 1, Vail Square
Metropolitan District No. 2 and Vail Square Metropolitan District No. 3, collectively.
k. Increment Valuation means, with respect to the area within the boundaries
of the Districts, the amount of assessed valuation, as established from time to time, on all taxable
properties therein, which exceeds the Base Valuation, if any.
1. Lionshead Place Improvements shall have the meaning set forth in the
Development Agreement.
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m. Off-Site Streetscane Improvements shall have the meaning set forth in the
Development Agreement.
n. On-Site Streetscane Improvements shall have the meaning set forth in the
Development Agreement.
o. Partv and Parties mean one or more of the following as indicated by
context: the Authority, one or more of the Districts, and/or Vail.
p. Pledge means such assignment, conveyance, promise to pay, remittance or
other transfer as may be customary and necessary or appropriate to make fully available for
payment of District Bonds any District Tax Increment Revenues.
q. Section xx means a section of this Agreement as indicated by the section
numbers herein.
Service District means Vail Square Metropolitan District No. 1.
s. Service Plan means the Consolidated Service Plan for the Vail Square
Metropolitan District Nos. 1, 2 and 3, conditionally at,y~.,ved on May 3, 2005, as amended from
time to time.
t. Taxing Districts means Vail Square Metropolitan District No. 2 and Vail
Square Metropolitan District No. 3, collectively.
u. Town means the Town of Vail, ahome-rule municipal corporation and
political subdivision of the State of Colorado.
v. Urban Renewal Plan means the Lionshead Public Facilities Development
Plan of the Vail Reinvestment Authority, as adopted by the Town of Vail in March 2004, and as
amended in June, 2005, and as may be further amended from time to time.
w. Vail means The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado
Corporation, and any successor thereto in accordance with the terms hereof.
2. Transfer and Pledee of District Tax Increment Revenues.
a. Transfers for Operations and Maintenance Functions. In order to provide
for operating revenues to allow the Districts to perform their governmental functions (including
the performance of its obligations under this Agreement), and, following construction of District
Improvements, to enable the Districts to operate, maintain and repair such District Improvements
to the extent such District Improvements are not dedicated to the Town or other entity), the
Districts intend to impose an operating mill levy upon property within the Districts. The
Authority will transfer revenues generated from the Districts' operating mill levy as provided
herein. When the Authority receives any portion of the District Tax Increment Revenues
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generated from the operating mill levy, it shall immediately pay over, or cause the payment over
of such District Tax Increment Revenues directly to the Service District, in immediately
available funds, (which transfer shall be accompanied by a copy of any statements received by
the Authority in conjunction with receipt of the District Tax Increment Revenues).
b. Pledge of District Tax Increment Revenues for Debt Service. In
connection with the issuance of District Bonds, and pursuant to the written direction of the
Service District, the Authority will Pledge and pay to the Districts (or any one of them in
accordance with the requirements of the District Bonds), or to any trustee or escrow agent
engaged to administer receipts and payments in connection with the District Bonds all of the
District Tax Increment Revenues, except those revenues to be transferred to the Districts
pursuant to Section 2.a. hereof. The Pledge shall take such form and contain such terms as may
then be required in order permit the issuance of District Bonds, subject to the approval of the
Authority, which will not be unreasonably withheld consistent with the intent of the parties
hereto that a Pledge sufficient to support the issuance of the District Bonds as if the District were
levying and collecting the District Tax Increment Revenues directly. If and when the Authority
receives any portion of the District Tax Increment Revenues, it shall immediately pay over, or
cause the payment over of such District Tax Increment Revenues directly to the Service District,
in immediately available funds, (which transfer shall be accompanied by a copy of any
statements received by the Authority in conjunction with receipt of the District Tax Increment
Revenues). Alternatively, pursuant to the written direction of the Service District, and if
consented to by the Eagle County Treasurer, the District Tax Increment Revenues shall be paid
directly to the Districts (or any one of them in accordance with the requirements of the District
Bonds or otherwise per the direction of the Service District), or to any trustee or escrow agent
engaged to administer receipts and payments in connection with the District Bonds.
3. Parties' Obligations.
a. Districts' Obligations.
1) The Districts hereby agree to use their best efforts to obtain
financing for construction of the District Improvements, including but not limited to financing
from private developer entities. Contingent upon the District's ability to obtain financing for
construction of the District Improvements, and otherwise subject to the provisions of Paragraph 4
hereof, the Districts will construct the District Improvements to the extent required by the
Development Agreement and as permitted in the Service Plan, in compliance with applicable
requirements imposed by all state and local authorities with proper jurisdiction pursuant to
applicable laws, and consistent with the Urban Renewal Plan. Following construction, and as
contemplated by the Development Agreement, and to the extent of available funds, the Districts
shall conduct (or cause to be conducted) such operations and maintenance activities as may be
necessary for those District Improvements that are not dedicated to other governmental entities,
in order to assure that the District Improvements confer the benefits intended.
2) The Districts shall proceed to negotiate and execute the District
IGA by and among themselves to manage and coordinate construction of the District
Improvements. The District IGA shall contain provisions under which the Service District will
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be the party entitled to direct the receipt and expenditure of the District Tax Increment Revenues
on behalf of the Districts in accordance with the Service Plan. The obligations of this Section
2(a}(ii) shall be deemed fulfilled if such an intergovernmental agreement already exists or if the
Districts amend an existing intergovernmental agreement so as to conform to the requirements
set forth in this Section 2(a)(ii).
3) The Districts shall keep proper books of record and account, in
which full and correct entries shall be made of financial transactions and the assets and
operations of the Districts in accordance with generally accepted accounting principles to the
extent applicable to governmental entities.
4) At any reasonable time, from time to time and as may be
reasonably requested, the Districts shall permit other Parties or any of their respective agents or
representatives to examine and make copies of the abstracts from the minutes, records and books
of account of, and visit the properties of the Districts.
b. Authoritv's Obligations. In addition to its obligations in Section 1 of this
Agreement, the Authority agrees to the following:
1) The Authority shall keep proper books of record and account, in
which entries of all transfers of District Tax Increment Revenues pursuant to Section 1 shall be
made, and shall make such books available, at any reasonable time, from time to time and as may
be reasonably requested, to the other Parties or their respective agents or representatives for
examination and the making of copies from such books; and
2) The Authority acknowledges and agrees that, as might be
necessary, the Districts may negotiate for and obtain certain security or credit enhancement for
the District Bonds from persons which as of the date hereof own property within the Districts.
The Authority further acknowledges and agrees that if it breaches this Agreement, such breach
may result in the inability of the Districts to comply with obligations owing to such persons in
connection with security or credit enhancements for the District Bonds. Consequently, the
Authority agrees that it shall not be entitled to terminate this Agreement except pursuant to the
express provisions of Section 7 below, and that this Agreement is intended to be strictly enforced
and will be specifically enforceable to the maximum extent permitted by law. Nothing in this
paragraph shall be construed as granting any rights to third parties; and
3) The Authority acknowledges and agrees that the Districts intend to
issue the District Bonds in the future, and the District Bonds will be issued in reliance upon the
Authority's obligations to transfer the District Tax Increment Revenues to the Districts consistent
with the provisions of this Agreement. Consequently, the Authority agrees that trustees and
bondholders related to the issuance of the District,Bonds shall be considered intended third party
beneficiaries of this Agreement with rights to enforce this Agreement with respect to the transfer
of District Tax Increment Revenues as set forth herein. The Authority further acknowledges that
a breach of its duties to pay over the District Tax Increment Revenues to the Service District
under Section 2 may result in the inability of the Districts to perform their duties regarding
6
maintenance of portions of the District Improvements in accordance with the Development
Agreement.
4) The Authority agrees to take all commercially reasonable action
reasonably necessary to cause Eagle County to pay to the Authority (or, in the event direct
payment to those parties permitted in Paragraph 2 hereof, then to such parties directly) the
District Tax Increment Revenues. In the event Eagle County fails to do so in whole or in part,
the Authority agrees to take all commercially reasonable action necessary to effect a direct cause
of action and exercise its full right and authority to collect the District Tax Increment Revenues.
The costs of such collection shall be offset against the District Tax Increment Revenues.
4. Assignment of Vail's Obligations Under Development Agreement. With respect
to Vail's rights and obligations under the Development Agreement to construct, operate and/or
maintain the Off-Site Streetscape Improvements, the On-Site Streetscape Improvements and the
Lionshead Place Improvements, Vail hereby assigns and delegates, respectively, such rights and
obligations, to the Districts, and the Districts, cumulatively with their direct obligations to the
Authority under this agreement, to the extent of available funds, and otherwise subject to the
Districts Service Plan, hereby accept assignment and delegation of such rights and obligations
and assume Vail's obligations to construct, operate and/or maintain the same (the
Assignment"). The parties agree and acknowledge that the Districts' financing capability is
limited and that the Districts will not be able to finance all of the District Improvements;
accordingly, this Assignment shall be subject to the designation of specific projects or types of
improvements in the future based on the then-current information concerning the Districts'
financing capabilities. Vail shall take no action that could impair the ability of the Districts to
construct or obtain financing for construction of the District Improvements.
5. Events of Default and Remedies.
a. Default. The occurrence of any of the following events shall bean "Event
of Default" hereunder, unless waived by the non-defaulting party pursuant to Section 5 hereof:
1) Subject to the provisions of Paragraph 4 hereof, the failure of the
Districts to make a good faith effort to construct the District Improvements or issue debt
necessary to construct the District Improvements to the extent required by the Development
Agreement; or
2) The failure to pay any payment within five (5) business days of the
date upon which the same shall become due and payable as provided herein and to cure such
failure within three (3) business days of receipt of notice from the Service District of such
failure; or
3) The failure of the Authority to provide copies of any statements
received by the Authority in conjunction with receipt and payment over to the Service District of
the District Tax Increment Revenues; or
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4) The filing of a voluntary petition under federal or state bankruptcy
or insolvency laws by the Districts or the Authority or the appointment of a receiver for any of
the Authority's assets which are not remedied or cured within thirty (30) days of such filing or
appointment.
b. Remedies. Whenever any Event of Default shall have occurred and is
continuing, the non-defaulting party may take whatever action at law or in equity which may
appear necessary or desirable to enforce performance and observance of any obligation,
agreement or covenant of the defaulting Party under this Agreement.
c. Payments During Litigation. The Authority acknowledges and agrees that
during the pendency of any litigation which may arise hereunder, all payments owing under this
Agreement shall be made by the Authority for the purpose of enabling the Districts to make
payments on the District Bonds and to perform maintenance and other authorized functions, until
such claims have been finally adjudicated. Only upon such final adjudication may the Authority
then seek to recover any payments the Authority believes the Districts were not entitled to, by
actions at law or in equity for damages or specific performance, respectively.
d. Inability to Obtain Financing to Construct District Improvements. If,
despite the Districts' best efforts, the Districts are unable, for any reason, to obtain financing for
the District Improvements designated to be constructed by the Districts in accordance with the
Assignment referenced in Paragraph 4 hereof, or are unable to construct said District
Improvements, then to the extent of the Districts' inability to obtain financing, this Agreement
shall be considered null and void and all obligations owing hereunder shall be unenforceable.
6. Amendments and Waivers. No amendment or waiver of any provision of this
Agreement nor consent to any departure by any Party from any of its obligations hereunder shall
in any event be effective unless the same be in writing and signed by the Parties, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which such waiver or consent is given.
7. Obligations Absolute. The obligations of the parties hereunder shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement. The Parties' obligations shall be specifically enforceable and time shall be of
the essence. Without limitation of the foregoing, the Parties' obligations shall not be affected by
any of the following circumstances:
a. Any lack of validity or enforceability of the District Bonds or any
document or instrument relating thereto;
b. Any amendment or waiver of, or any consent to departure from, the terms
of this Agreement; or
c. The existence of any claim, counterclaim, setoff, defense or other right
which any Party may have at any time against any of the other Parties, whether in connection
8
with this Agreement or any unrelated agreement or transaction, and all funds owing hereunder
shall be paid without any setoff or reduction.
Termination. This Agreement shall terminate upon the earlier of:
a. Expiration of the power of the Authority to utilize tax increment funds; or
b. Acknowledgment, in writing, by the Districts, that the Districts have paid
all capital costs and satisfied all obligations with respect to the costs of constructing the District
Improvements, including costs of issuance of and principal and interest paid for debt used to
finance construction of the District Improvements, together with the execution of a supplemental
agreement to address remaining maintenance functions of the Districts.
9. Assignment. No Party may assign this Agreement or parts hereof or its duties
hereunder without the express written consent of the other Parties; provided, however, that any
of the Districts may assign any or all of its rights and obligations herein to an assignee without
the consent of the Authority so long as such assignee assumes such rights and obligations of the
assigning District as set forth herein. Such assignment by a District in accordance with the terms
set forth herein shall release such assigning District from such assigned and assumed duties and
obligations.
10. Authorization. Each Party represents to the other that it has taken all action
necessary to enable it to enter into this Agreement, and that the persons whose signatures appear
below are authorized to execute this Agreement and bind their respective Parties to the terms
hereof.
11. Third Party Beneficiaries. Except as expressly provided in this Agreement, this
Agreement is not intended to give any rights to third parties, and no such third party who is not a
party to this Agreement shall be entitled to enforce any provision hereof or claim any damages
arising from a breach hereof.
12. Notices. All payments, notices, and other communications provided for
hereunder shall be effective upon being sent by registered or certified mail, postage fully prepaid,
addressed to the respective parties as follows:
To the Districts: Vail Square Metropolitan District Nos. 1, 2 and 3
Attn: William P. Ankele, Jr.
White, Bear & Ankele
Professional Corporation
1805 Shea Center Drive, Suite 100
Highlands Ranch, CO 80129
To Vail: Vail Associates, Inc.
Attn:
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To the Town: Town of Vail
Attn:
With a copy to:
To the Authority Vail Reinvestment Authority
Attn:
13. Miscellaneous
a. Subject to and without limitation of the provisions hereof restricting or
limiting rights of assignment and transfer, all of the terms, covenants, conditions and agreements
herein set forth shall be binding upon and shall inure to the benefit of Vail, the Authority, and the
Districts and their respective successors and assigns.
b. This Agreement and the provisions hereof shall be governed by and
construed in accordance with the laws of the State of Colorado.
c. If any provision of this Agreement or the application thereof to any party
or circumstance is determined to be invalid, illegal or unenforceable to any extent, the remainder
of this Agreement and the application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law.
d. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument.
e. This Agreement constitutes the entire agreement between the Parties
hereto relating to the matters set forth herein, and sets forth the rights, duties and obligations of
each Party. Any prior agreements, promises, negotiations or representations not expressly set
forth in this Agreement are of no force and effect.
f. The various headings and numbers herein and the grouping of the
provisions of this Agreement into separate Sections or paragraphs are for information and
convenience only and do not limit or construe the contents of any provision hereof.
g. If any Party brings any action or proceeding to enforce, protect or
establish any right or remedy, the prevailing Party shall be entitled to recover reasonable
attorneys' fees and costs to be fixed by the court wherein such judgment is entered.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the date first above written.
VAIL REINVESTMENT AUTHORITY
By:
Name:
Title:
THE VAIL CORPORATION D/B/A
VAIL ASSOCIATES, INC.
By:
Name:
Title:
VAIL SQUARE METROPOLITAN DISTRICT NO. 1
By:
Name:
Title:
VAIL SQUARE METROPOLITAN DISTRICT N0.2
By:
Name:
Title:
VAIL SQUARE METROPOLITAN DISTRICT N0.3
By:
Name:
Title:
VSMDiAGTSiv4 JPP0110061405
0801.0302
11
EXHIBIT A
CORE SITE PROPERTY
Lot 4, Block 1, and Tract D, VaillLionshead First Filing, according to the plat recorded May 10,
1970, in Book 217 at Page 675;
Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217
at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds
recorded in Book 560 at Page 180 and in Book 389 at Page 502;
Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in
Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in
deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert
Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at
Page 698; and
Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded
October 15, 1971 in Book 221 at Page 992;
County of Eagle,
State of Colorado.
Resolution No. #15, Series of 2005 RESOLUTION NO. 15
Series of 2005Resolution No. #15, Series of 2005
A RESOLUTION AMENDING CERTAIN SECTIONS OF THE LIONSHEAD
REDEVELOPMENT MASTER PLAN EXPANDING THE BOUNDARIES OF THE
MASTER PLAN TO INCLUDE THE EVERGREEN LODGE DEVELOPMENT SITE AND
ADDING DETAILED PLAN RECOMMENDATIONS FOR FUTURE DEVELOPMENT ON
THE EVERGREEN LODGE DEVELOPMENT SITE, AS PRESCRIBED IN CHAPTER 5
OF THE LIONSHEAD REDEVELOPMENT MASTER PLAN, AND St i t ING FORTH
DETAILS IN REGARD THERETO.
WHEREAS, on December 15, 1998, the Vail Town Council (the "Town Council")
adopted the Lionshead Redevelopment Master Plan (the "Master Plan"); and
WHEREAS, the Master Plan was initiated by the Town of Vail to encourage
redevelopment and new development initiatives within the Lionshead Study Area; and
WHEREAS, Section 2.8 of Master Plan outlines a procedure for amending the
Master Plan; and
WHEREAS, pursuant to Section 2.8 of the Master Plan, the Town of Vail
Community Development Department has proposed an amendment to the Master Plan;
and
WHEREAS, the Town of Vail Planning & Environmental Commission has held a
public hearing on the proposed amendment on August 22, 2005, and has forwarded a
recommendation of approval with modifications of the amendment to the Town Council;
and
WHEREAS, the purpose of this amendment is to amend the boundaries of the
Master Plan to include the Evergreen Lodge development site and to add detailed plan
recommendations for future development on the Evergreen Lodge development site, as
prescribed in Chapter 5, Detailed Plan Recommendations, Lionshead Redevelopment
Master Plan; and
WHEREAS, the Town Council finds that the proposed amendment improves and
enhances the effectiveness of the Master Plan without negatively affecting the goals,
objectives, and policies prescribed by the Master Plan.
Resolution No. #15, Series of 2005
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO:
1. The Town Council of the Town of Vail hereby amends the Lionshead
Redevelopment Master Plan as follows:
The amendments to the text of the Lionshead Redevelopment Master Plan are
indicated in BOLD ITALICS (additions) and ~AN6S
deletions).
in part)
CHAPTER 5
Detailed Plan Recommendations
5.19 Evergreen Lodge at Vail
The Evergreen Lodge is located directly east of the Middle Creek Stream
Tract and is bordered to the north by the South Frontage Road, to the south
by the Vail Valley Medical Center, and to the east by the WestStar Bank
office building. The lot area is 114,337 square feet or 2.625 acres. Physical
improvements that currently exist on the site are a nine story stucco
hoteUcondominium structure with an adjoining two-story hotel facilities
wing, two below-grade structured parking garages, and paved surface
parking. The nine story structure has a predominant east-west orientation
along the southerly edge of the site while the facilities wing has anorth-south
orientation along the western edge of the site. The eastern parking garage is
utilized by the Vail Valley Medical Center for employee parking and is
accessed from the South Frontage Road through a shared entry/exit with the
WestStar Bank office building.
Opportunities for future improvements and upgrades include:
Creation of more underground parking;
Architectural enhancements consistent with the Lionshead
Architectural Design Guidelines;
Improved exterior lighting;
Coordinated vehicular access;
Improved pedestrian circulation; and
Upgraded and expanded hotel accommodations and amenities
5.19.1 Pedestrian Access
Pedestrian access should be upgraded to provide a safe and attractive
pedestrian connection from the Evergreen Lodge to West Meadow Drive and
along the South Frontage Road. A gravel path connecting the South
Frontage Road to the paved pedestrian path located on the east side of the
Dobson Ice Arena presently exists along the south side of the property. This
2
path, while functional, receives little, if any, regular maintenance and
includes a railroad tie set of stairs that is unsafe and in disrepair.
There are currently no pedestrian improvements located along the South
Frontage Road. Though no improvements exist, a fair number of
pedestrians use the southerly edge of the South Frontage Road when entering
or exiting the site. In order to improve pedestrian access and safety, it is
recommended that future redevelopment of the site includes the construction
of a continuous pedestrian/bicycle path along the South Frontage Road and
that the existing gravel path along the southerly edge of the site be improved
and regularly maintained.
5.19.2 South Frontage Road Improvements and Vehicular Access
The site is currently accessed by vehicles off of the South Frontage Road
from two, two-way access points. Given the proximity of the eastern most
access point to those of the Vail Valley Medical Center and the WestStar
Bank office building, less than desirable vehicular traffic patterns and
turning movements exist in the vicinity. In keeping with Policy Objective
2.3.4, Improved Access and Circulation, of the Plan, opportunities for public
transportation and vehicular circulation improvements should be explored in
conjunction with any future redevelopment of the site. Possible
opportunities for improvements may include, an improved mass transit stop,
relocated points of entry/exiting, acceleration/ deceleration lanes, greater
sight distances, dedicated turning lanes and landscaped medians.
5.19.3 Preservation of Existing Accommodation Units
The Evergreen Lodge presently contains 128 short term accommodation
units. In addition, The Evergreen Lodge also contains a restaurant, lounge,
spa, and meeting space facilities incidental to the operation of the Lodge.
Given the importance and need for short term accommodations to the
vitality and success of the community, any future redevelopment of the site
shall ensure the preservation of short term accommodation units on the site.
The preservation of short term accommodations should focus on maintaining
the number of existing hotel beds and the amount of gross residential square
footage on the site rather than merely requiring the preservation of 128
accommodation units. With this in mind, the quality of the existing
accommodation unit room could be upgraded and the rooms could be
reconfigured to create multi-room suites. In no instead, however, should the
amount of gross residential floor area devoted to accommodation units be
reduced.
5.19.5 Impacts on Middle Creek Stream Tract
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The Middle Creek Stream Tract lies to the west of the Evergreen Lodge. The
Tract is owned by the Town of Vail. The tract is heavily vegetated with
several substantial deciduous trees and a significant lower layer of
underbrush. Although the site borders the Middle Creek Stream Tract, there
is no significant amount of quality vegetation on the site, and the parcel lies
out of the 100-year flood plain. As currently configured, opportunities exist
to better recognize the benefits of creekside development. While the natural
riparian corridor of Middle Creek needs to remain protected and preserved,
the physical and visual relationships and references between adjacent
development and the stream tract should be strengthened. An opportunity
exists to create a significant connection between the Evergreen Lodge and
Middle Creek. Any use of Middle Creek for aesthetic or recreational
purposes, however, should be subordinate to the preservation of the natural
riparian corridor and its inherent character.
5.19.6 Relationship to the Vail Valley Medical Center and the proposed Vail
Civic Center
Perhaps the most critical functional relationship is the need to coordinate
any future development on the Evergreen Lodge site with the Vail Valley
Medical Center. For example, every effort should be taken to ensure that
future development on the Evergreen Lodge site does not preclude the Vail
Valley Medical Center from reconfiguring the design of the medical center to
eliminate vehicular access off of West Meadow Drive and relocate the access
to the South Frontage Road. Additional opportunities may include, shared
service and delivery facilities, grading and site improvements, shared
parking, and pedestrian pathway connections.
5.19.7 Service and Delivery
Service and delivery functions for the hotel are accommodated on grade
from the westerly entrance. Service and delivery for the Evergreen Lodge
should occur underground or be hidden from public view. Service and
delivery truck turning maneuvering should not negatively impact traffic flow
on the South Frontage Road. With a realignment of the vehicular access
points, attention should be given to the location of service and parking areas.
An additional level of structured parking at the current Frontage Road level
would help to minimize the apparent height of the existing or future
structures, decrease the grade at existing access points, increase the amount
of landscaping on the surface of the structure, and hide service functions
below grade.
Resolution No. #15, Series of 2005
4
INTRODUCED, READ, APPROVED AND ADOPTED this 6th day of
September, 2005.
F VAI(
1,
r~~t•Q' Rodney Slifer, Mayor,~l'own of Vail
CO~-
ATTE -"~
l :,c-~~~~
Lorelei Donaldson, Town Clerk
Resolution No. #15, Series of 2005