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HomeMy WebLinkAbout2021-02-02 Agenda and Supporting Documentation Town Council Evening Meeting Agenda VAIL TO W N C O U N C IL R E G U L AR ME E T IN G E vening Agenda Virtual 6:00 P M, February 2, 2021 Meeting to be held Virtually (access H igh Five Access Media livestr eam https://www.highfivemedia.org/live-five the day of the meeting and visit https://www.vailgov.com/town-council to participate in public comment) Notes: Times of items are approximate, subject to change, and cannot be relied upon to determine what time Counc il will consider an item. Public c omment will be taken on eac h agenda item. Citizen participation offers an opportunity for c itizens to express opinions or ask questions regarding town services, polic ies or other matters of community concern, and any items that are not on the agenda. Please attempt to keep c omments to three minutes; time limits established are to provide effic iency in the conduct of the meeting and to allow equal opportunity for everyone wishing to speak. 1.Citiz en Participation (10 min.) 2.Any action as a result of executive session 3.Consent Agenda (5 min.) 3.1.Resolution No. 5 Series of 2021, A Resolution Approving a Cost Sharing Agreement Between the Town of Vail and the Vail Park and Rec reation Distric t (the "V RD") Action Requested of Counc il: A pprove, approve with amendments or deny Resolution No. 5, Series of 2021 Bac kground: The Vail P ark and Rec reation District is contracting for the replacement and upgrade of the existing playing surface of all 18 greens on the Golf Course, including improved subdrainage, substructure and new play ing surface, over a period of 3 y ears. Staff Rec ommendation: Approve, approve with amendments or deny Resolution No. 5, Series of 2021 3.2.Resolution No. 7, Series of 2021 A Resolution Approving an I ntergovernmental Agreement B etween the Town of Vail and the C olorado Department of Transportation ("C D OT") Regarding the S mart Transit Grant Action Requested of Counc il: A pprove, approve with amendments or deny Resolution No. 7, Series of 2021. Bac kground: The Town of Vail is in the proc ess of replacing the c urrent bus fleet Nextbus System, with upgraded technology. This project relates to the hardware, and operating system and on-going support for S mart Transit Tec hnology needed to upgrade the Town bus fleet to support the projec t. February 2, 2021 - Page 1 of 180 The C olorado Department of Transportation is supporting this projec t with Multi-model Option Program Funds. The agreement outlines both parties’ responsibilities. Staff Rec ommendation: Approve Resolution No. 7, Series of 2021 4.Town Manager Report 5.Action Items 5.1.Resolution No. 3, Series of 2021, A Resolution Approving a Pre- Development Agreement B etween the Town of Vail and Triumph Development W est L L C . 45 min. Presenter(s): George Ruther, Housing Director; and Matt Mire, Town Attorney Action Requested of Counc il: A pprove, approve with modifications, or deny Resolution No. 3, Series of 2021. Bac kground: The purpose of this agenda item is to present a summary of the terms of a pre-development agreement by and between the Town of Vail and Triumph Development W est, LLC. The terms of the agreement are intended as initial steps to fac ilitate the future development of deed- restric ted homes on Lot 3, Middle Creek Subdivision (the “Middle Creek Projec t”) and Lot 1, Timber Ridge Subdivision (the “Timber Ridge Projec t”). The agreement serves, in part, to advance the strategic ac tions of the Vail Town Council’s Alternate Housing Sites I nitiative. Staff Rec ommendation: Approve Resolution No. 3, Series of 2021. 5.2.Resolution No. 6, Series of 2021, a Resolution approving a scope of work, total project budget, and project timeline for the design development/entitlement process for residential development on Lot 3, Middle C reek and authorizing the exec ution of a professional servic es agreement with Triumph Development W est, LLC. 10 min. Presenter(s): George Ruther, Housing Director Action Requested of Counc il: A pprove, approve with modifications, or deny Resolution No. 6, Series of 2021. Bac kground: The purpose of this agenda item is to present for approval, a scope work, total project budget, and project timeline for the design development/entitlement process for deed-restric ted housing on Lot 3, Middle C reek. Residential development on Lot 3, Middle Creek is a key component to advancing the Vail Town C ounc il's Alternate Housing Sites I nitiative. Staff Rec ommendation: Approve Resolution No. 6, Series of 2021. 5.3.Ordinanc e No. 2, Series 2021, an Ordinance c oncerning financ ing improvements to the Public W orks fac ility and authorizing the exec ution and delivery of a site lease, lease purchase agreement and related documents, and declaring an emergency. 10 min. Presenter(s): Kathleen Halloran, Finance Direc tor Action Requested of Counc il: A pprove Ordinanc e No. 2, Series 2021 Bac kground: Please see attached memorandum. Purpose of emergency ordinanc e is to facilitate a loc ked interest rate on the financ ing. C losing is scheduled for February 17,2021. Staff Rec ommendation: Approve Ordinance No. 2, Series 2021 5.4.Ordinanc e No. 3, Series of 2021, an Ordinanc e approving a c ertain parcel of land owned by the Town of Vail as D esignated Open Spac e pursuant to 10 min February 2, 2021 - Page 2 of 180 Sec tion 13.11 of the Vail Town Charter Presenter(s): Kristen B ertuglia, Environmental Sustainability Director Action Requested of Counc il: A pprove, approve with modifications, or deny Ordinanc e No. 3, Series of 2021. Bac kground: The Town of Vail Open Space Board of Trustees has forwarded a unanimous recommendation to the Vail Town Council for the designation of a 48.13 ac re parcel located in East Vail on the south side of Bighorn Rd., off W illow W ay, as D esignated Open Spac e. Staff Rec ommendation: Approve Ordinance No. 3., Series of 2021. 6.P ublic Hearings 7.Adjournment 7.1.Adjournment 7:35 pm (estimate) Meeting agend as and materials c an b e ac cess ed prior to meeting d ay o n the Town o f Vail website www.vailgov.c o m. All town counc il meetings will b e s treamed live by High F ive Acc es s Med ia and available fo r pub lic viewing as the meeting is hap p ening. T he meeting vid eo s are als o p o s ted to High F ive Acc es s Media website the week fo llo wing meeting d ay, www.highfivemed ia.org. P leas e c all 970-479-2136 for ad d itional informatio n. S ign language interpretatio n is availab le up o n req uest with 48 ho ur notific ation dial 711. February 2, 2021 - Page 3 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution No. 5 Series of 2021, A Resolution Approving a C ost Sharing A greement B etween the Town of Vail and the Vail P ark and Recreation D istrict (the "V R D") AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments or deny Resolution No. 5, Series of 2021 B AC K G RO UND: T he Vail Park and Recreation District is contracting for the replacement and upgrade of the existing playing surface of all 18 greens on the Golf C ourse, including improved subdrainage, substructure and new playing surf ace, over a period of 3 years. S TAF F RE C O M M E ND AT I O N: Approve, approve with amendments or deny Resolution No. 5, S eries of 2021 AT TAC H ME N TS : Description Resolution No. 5, S eries of 2021 public input February 2, 2021 - Page 4 of 180 RESOLUTION NO. 5 Series of 2021 A RESOLUTION APPROVING A COST SHARING AGREEMENT BETWEEN THE TOWN OF VAIL AND THE VAIL PARK AND RECREATION DISTRICT (THE “VRD”) WHEREAS, on June 12, 2019, The Town and the VRD entered into a lease under which the District operates the Vail Municipal Golf Course and is responsible for all maintenance of the golf course; WHEREAS, the District is contracting for the replacement and upgrade of the existing playing surface of all 18 greens on the Golf Course, including improved subdrainage, substructure and new playing surface, over a period of 3 years (the “Project”); and WHEREAS, because of the public benefit provided by the Golf Course, the Town wishes to contribute to the Project pursuant to the Cost Sharing Agreement, attached hereto as Exhibit A and made a part hereof by this reference (the “IGA”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the IGA in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town attorney, and authorizes the Town Manager to execute the IGA on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 2nd day of February 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 5 of 180 1 1/28/2021 S:\FINANCE\LEASES\VRD\GREENS COST SHARE-A123020.DOCX COST SHARING AGREEMENT THIS COST SHARING AGREEMENT (the "Agreement") is made and entered into as of the ____ day of ________________, 2021, by and between the TOWN OF VAIL, COLORADO, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town"), and the VAIL PARK AND RECREATION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado with an address of 700 South Frontage Road, Vail, CO 81657 (the "District") (each a "Party" and collectively the "Parties"). WHEREAS, on June 12, 2019, the Parties entered into a lease (the "Lease"), under which the District operates the Vail Municipal Golf Course ("Golf Course") and is responsible for all maintenance of the Golf Course; WHEREAS, the District is contracting for the replacement and upgrade of the existing playing surface of all 18 greens on the Golf Course, including improved subdrainage, substructure and new playing surface, over a period of 3 years (the “Project”), WHEREAS, because of the public benefit provided by the Golf Course, the Town wishes to contribute to the Project; and WHEREAS, the Town and the District are expressly authorized by C.R.S. § 29-1- 203 to enter into this Agreement. NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy of which is hereby admitted, the Parties hereto agree as follows: 1. Project Management. The District shall be the contracting party for the Project, and will have sole responsibility for managing the Project. 2. Cost Sharing. The Town shall pay for 50% of the cost of the Project, not to exceed $216,000 per year and $650,000 total. Payments shall be made on a monthly basis, within 30 days of the Town’s receipt of an invoice and supporting documentation evidencing the cost of the Project during that month. 3. Term. The term of this Agreement shall commence on the Effective Date and terminate on December 31, 2023. Upon termination of this Agreement, the Town’s obligation to share in the cost of the Project shall terminate. 4. Miscellaneous. a. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. b. Integration. This Agreement and any attached exhibits constitute the entire agreement between the Parties, superseding all prior oral or written communications. February 2, 2021 - Page 6 of 180 2 1/28/2021 S:\FINANCE\LEASES\VRD\GREENS COST SHARE-A123020.DOCX c. Third Parties. There are no intended third-party beneficiaries to this Agreement. d. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail to the Party at the address included on the first page of this Agreement. e. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. f. Modification. This Agreement may only be modified upon written agreement of the Parties. g. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. h. Governmental Immunity. The Parties and their officers, attorneys and employees are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Parties or their officers, attorneys or employees. i. Rights and Remedies. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. j. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement or liability beyond the current fiscal year. February 2, 2021 - Page 7 of 180 3 1/28/2021 S:\FINANCE\LEASES\VRD\GREENS COST SHARE-A123020.DOCX IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL ________________________________ Scott Robson, Town Manager ATTEST: _____________________________ Tammy Nagel, Town Clerk VAIL RECREATION DISTRICT ________________________________ Mike Ortiz, Director ATTEST: _____________________________ February 2, 2021 - Page 8 of 180 For the best experience, open this PDF portfolio in Acrobat X or Adobe Reader X, or later. Get Adobe Reader Now! February 2, 2021 - Page 9 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution No. 7, S eries of 2021 A Resolution Approving an I ntergovernmental A greement B etween the Town of Vail and the C olorado D epartment of Transportation ("C D O T ") Regarding the S mart Transit Grant AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments or deny Resolution No. 7, Series of 2021. B AC K G RO UND: T he Town of Vail is in the process of replacing the current bus f leet Nextbus S ystem, with upgraded technology. This project relates to the hardware, and operating system and on-going support for Smart Transit Technology needed to upgrade the Town bus fleet to support the project. T he C olorado D epartment of Transportation is supporting this project with Multi-model Option P rogram F unds. T he agreement outlines both parties’ responsibilities. S TAF F RE C O M M E ND AT I O N: Approve Resolution No. 7, S eries of 2021 AT TAC H ME N TS : Description Resolution No. 7, S eries of 2021 February 2, 2021 - Page 10 of 180 RESOLUTION NO. 7 Series of 2021 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION (“CDOT”) REGARDING THE SMART TRANSIT SYSTEM GRANT WHEREAS, the Town and CDOT wish to enter into an intergovernmental agreement regarding the disbursement of Multi-Modal Option Program funds in the form attached hereto as Exhibit A, and made a part hereof by this reference (the “IGA”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the IGA in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town attorney, and authorizes the Town Manager to execute the IGA on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 2nd day of February 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 11 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 1 of 24 Version 10/30/19 STATE OF COLORADO GRANT AGREEMENT COVER PAGE State Agency Department of Transportation Agreement Number/PO Number 21-HTR-ZL-00166/491002412 Grantee TOWN OF VAIL Agreement Performance Beginning Date The Effective Date Initial Agreement Expiration Date May 01, 2023 Grant Agreement Amount MMOF Funds Maximum Amount Fund Expenditure End Date May 01, 2023 State Fiscal Year 2021 Local Funds Total for all State Fiscal Years $350,000.00 $350,000.00 $350,000.00 Agreement Authority Authority to enter into this Agreement exists in CRS §§43-1-106, 43-1-110, 43-1-117, 43-2- 101(4)(c), 43-4-811(2), SB18-001, SB17-228 and SB17-267. Agreement Purpose The purpose of this Grant is for CDOT to disburse Multi-Modal Option Program Funds (MMOF) to Grantee to conduct work within the provisions of this Grant. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A, Statement of Work and Budget. 2. Exhibit B, Sample Option Letter. 3. Exhibit C, Title VI-Civil Rights. In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1. Exhibit C, Title VI-Civil Rights. 2. Colorado Special Provisions in §17 of the main body of this Agreement. 3. The provisions of the other sections of the main body of this Agreement. 4. Exhibit A, Statement of Work and Budget. 5. Executed Option Letters (if any). Principal Representatives For the State: Brodie Ayers Division of Transit and Rail 2829 W. Howard Place Denver, CO 80204 brodie.ayers@state.co.us For Grantee: Mike Rose TOWN OF VAIL 75 SOUTH FRONTAGE ROAD W VAIL, CO 81657 mrose@vailgov.com DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 12 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 2 of 24 Version 10/30/19 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature. GRANTEE TOWN OF VAIL __________________________________________ __________________________________________ By: Print Name of Authorized Individual Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director __________________________________________ __________________________________________ By: David Krutsinger, Director Division of Transit and Rail Date: _________________________ 2nd State or Grantee Signature if needed __________________________________________ __________________________________________ By: Print Name of Authorized Individual Date: _________________________ LEGAL REVIEW Philip J. Weiser, Attorney General __________________________________________ By: Assistant Attorney General Date: __________________________ In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD ___________________________________________ By: Department of Transportation Effective Date:_____________________ DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 13 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 3 of 24 Version 10/30/19 TABLE OF CONTENTS 1. PARTIES................................................................................................................................................. 3 2. TERM AND EFFECTIVE DATE .......................................................................................................... 3 3. DEFINITIONS ........................................................................................................................................ 4 4. STATEMENT OF WORK ...................................................................................................................... 6 5. PAYMENTS TO GRANTEE ................................................................................................................. 6 6. REPORTING - NOTIFICATION ........................................................................................................... 7 7. GRANTEE RECORDS ........................................................................................................................... 8 8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9 9. CONFLICTS OF INTEREST ............................................................................................................... 10 10. INSURANCE ........................................................................................................................................ 10 11. BREACH OF AGREEMENT ............................................................................................................... 12 12. REMEDIES ........................................................................................................................................... 12 13. DISPUTE RESOLUTION .................................................................................................................... 13 14. NOTICES and REPRESENTATIVES .................................................................................................. 13 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14 16. GENERAL PROVISIONS .................................................................................................................... 14 17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 16 1. PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases , the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit A. B. Initial Term The Parties’ respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms - State’s Option The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to Sample Option Letter attached to this Agreement. D. End of Term Extension If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Grantee in a form substantially equivalent to the Sample Option Letter attached to this Agreement, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement . DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 14 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 4 of 24 Version 10/30/19 E. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Agreement by the State for Breach of Agreement by Grantee, which shall be governed by §12.A.i. i. Method and Content The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the rights and obligations set forth in §12.A.i.a. iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Grantee for a portion of actual out -of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed the Grant Maximum Amount payable to Grantee hereunder. F. Grantee’s Termination Under State Requirements Grantee may request termination of this Grant by sending notice to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. C. “Budget” means the budget for the Work described in Exhibit A. D. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24 -11-101(1), C.R.S. E. “CORA” means the Colorado Open Records Act, §§24 -72-200.1, et seq., C.R.S. F. “Deliverable” means the outcome to be achieved or output to be provided, in the form of a tangible or intangible Good or Service that is produced as a result of Grantee’s Work that is intended to be delivered by Grantee. G. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature Page for this Agreement. H. “End of Term Extension” means the time period defined in §2.D. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 15 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 5 of 24 Version 10/30/19 I. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. J. “Extension Term” means the time period defined in §2.C. K. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. L. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. M. “Grant Maximum Amount” means an amount equal to the total of Grant Funds for this Agreement. N. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent. O. “Initial Term” means the time period defined in §2.B. P. “Matching Funds” (Local Funds) means the funds provided by Grantee as a match required to receive the Grant Funds. Q. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. R. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records. PII includes, but is not limited to, all information defined as personally identifiable information i n §§24-72-501 and 24- 73-101, C.R.S. S. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. T. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to PII, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include in formation or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. U. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24- 30-202(13)(a), C.R.S. V. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. W. “State Records” means any and all State data, information, and records, regardless of physical form. X. “Subcontractor” means any third party engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees of Grant Funds. Y. “Work” means the Goods delivered and Services performed pursuant to this Agreement. Z. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 16 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 6 of 24 Version 10/30/19 any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be construed and interpreted as defined in that section. 4. STATEMENT OF WORK Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PAYMENTS TO GRANTEE A. Grant Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Grant Maximum Amount for that State Fiscal Year shown on the Cover Page of this Agreement as “MMOF Funds Maximum Amount”. B. Payment Procedures i. Invoices and Payment a. The State shall pay Grantee in the amounts and in accordance with the conditions set forth in Exhibit A. b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and submission for advance payment is subject to State approval and must include approved documentation in the form and manner set forth and approved by the State. d. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Grantee and previously accepted by the State during the term that the invoice covers. If the State determin es that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice . e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables provided under this Agreement. ii. Interest Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24 -30- 202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days’ interest to be paid and the interest rate. iii. Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occ ur of Grantee’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection . iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State F iscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 17 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 7 of 24 Version 10/30/19 Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made o nly from Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E. C. Matching Funds Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Grantee’s obligation to pay all or any part of any Matching Funds, whether direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. If Grantee is a public entity, Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required b y Grantee’s laws or policies. D. Reimbursement of Grantee Costs i. Any costs incurred by Grantee prior to the Effective Date shall not be reimbursed. ii. The State shall reimburse Grantee’s allowable costs, not exceeding the Grant Maximum Amount shown on the Cover Page of this Agreement and on Exhibit A for all allowable costs described in this Agreement and shown in Exhibit A, except that Grantee may adjust the amounts between each line item of Exhibit A without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the Grant Maximum Amount of this Agreement or the Grant Maximum Amount for any State Fiscal Year, and the change does not modify any requirements of the Work. iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and b. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred.) iv. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. Grantee shall initiate any payment request by submitting invoices to the State in the form and manner set forth and approved by the State . E. Close-Out Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all Deliverables (including documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. 6. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 18 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 8 of 24 Version 10/30/19 to the State not later than five Business Days following the end of each calendar quarter o r at such time as otherwise specified by the State. B. Litigation Reporting If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Agreement. C. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extensio n Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s obligations hereunder. D. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 332 1, which may include, without limitation, suspension or debarment. 7. GRANTEE RECORDS A. Maintenance Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and o ther written materials, electronic media files, and communications, pertaining in any manner to the Work and the delivery of Services (including, but not limited to, the operation of programs) or Goods hereunder (collectively, the “Grantee Records”). Grant ee shall maintain such records for a period of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively (the “Record Retention Period”). If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have b een resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Grantee shall permit the State and any other duly authorized agent of the State to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State and any other duly authorized agent of the State, in its discretion, may monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by the State. The State shall have the right, in its sole discretion, to change its monitoring procedures and re quirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. D. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 19 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 9 of 24 Version 10/30/19 8. CONFIDENTIAL INFORMATION - STATE RECORDS A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance wit h all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State’s Principal Representative identified on the Cover Page of this Agreement . B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, Grantee shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforc ement, as determined by the State. Unless Grantee can establish that Grantee, and its agents, employees, and Subcontractors are not the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at Grantee’s sole expense, require Grantee to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Grantee shall provide the State with the results of such audit and evidence of Grantee’s planned remediation in response to any negative findings. E. Data Protection and Handling Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any Subcontractors are protected and handled in accordance with the requirements of this Agreement, in cluding the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work Product only apply to Work Product that requires confidential treatment. F. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 20 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 10 of 24 Version 10/30/19 Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S., and shall maintain security procedures and practices consistent with §§24 -73-101, et seq., C.R.S. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. D. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S., with regard to this Agreement. For the a voidance of doubt, an actual or apparent conflict of interest shall exist if Grantee employs or contracts with any State employee, any former State employee within six months following such employee’s termination of employment with the State, or any immedi ate family member of such current or former State employee. Grantee shall provide a disclosure statement as described in §9.C. no later than ten days following entry into a contractual or employment relationship as described in this section. Failure to timely submit a disclosure statement shall constitute a Breach of Agreement. Grantee may also be subject to such penalties as are allowed by law. 10. INSURANCE Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, ins urance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by the State. A. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Grantee or Subcontractor employees acting within the course and scope of their employment . B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit . DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 21 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 11 of 24 Version 10/30/19 D. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows : i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. E. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. F. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. Additional Insured The State shall be named as additional insured on all commercial general lia bility policies (leases and construction contracts require additional insured coverage for completed operations) required of Grantee and Subcontractors. H. Primacy of Coverage Coverage required of Grantee and each Subcontractor shall be primary over any in surance or self-insurance program carried by Grantee or the State. I. Cancellation All insurance policies shall include provisions preventing cancellation or non -renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee and Grantee shall forward such notice to the State in accordance with §14 within 7 days of Grantee’s receipt of such notice. J. Subrogation Waiver All insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. K. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 -10-101, et seq., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or self - insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations unde r the GIA. L. Certificates For each insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State certificates evidencing Grantee’s insurance coverage required in this Agreement prior to the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement prior to the Effective Date, except that, if Grantee’s subcontract is not in effect as of the Effective Date, Grantee shall provide to the State certific ates showing Subcontractor insurance coverage required under this Agreement within seven Business Days following Grantee’s execution of the subcontract. No later than 15 days before the expiration date of Grantee’s or any Subcontractor’s coverage, Grantee shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 22 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 12 of 24 Version 10/30/19 term of this Agreement, upon request by the State, Grantee shall, within seven Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this section. 11. BREACH OF AGREEMENT In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debar red or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 12. REMEDIES A. State’s Remedies If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach of Agreement In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligat ions or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Grantee shall assign to the State all of Grantee’s rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State’s request, Grantee shall return materials owned by the State in Grantee’s possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee’s action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall re main liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover . DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 23 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 13 of 24 Version 10/30/19 ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the State; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes nonin fringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State . B. Grantee’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available at law and equity. 13. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. B. Resolution of Controversies If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S., for resolution following the same resolution of controversies process as described in §§24 -106-109, and 24-109-101.1 through 24-109-505, C.R.S., (collectively, the “Resolution Statutes”), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code ap plies to this Agreement. 14. NOTICES and REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 24 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 14 of 24 Version 10/30/19 Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative , by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product . B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and information provided by or on behalf of the State to Grantee are the exclusive property of the State (collectively, “State Materials”). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Grantee Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third -party materials, delivered by Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Grantee Property”). Grantee Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 16. GENERAL PROVISIONS A. Assignment Grantee’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without providing notice to the State. The State may reject any such Subcontractor, and Grantee shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform any work after that Subcontractor’s subcontract has been rejected by the State. G rantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 25 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 15 of 24 Version 10/30/19 laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns . D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to secti ons (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted . F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein . H. Digital Signatures If any signatory signs this Agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller . J. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Grantee’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 26 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 16 of 24 Version 10/30/19 N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84 -730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §16.A., this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege . Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee’s industry, trade, or profession. S. Licenses, Permits, and Other Authorizations. i. Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. ii. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its sole expense, a certificate of authority to transact business in the State of Colorado and designate a registered agent in Colorado to accept service of process. T. Federal Provisions Grantee shall comply with all applicable requirements of Exhibit C at all times during the term of this Agreement. 17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all agreements except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24 -37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or designee.. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 27 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 17 of 24 Version 10/30/19 C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq., C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (i) provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be nul l and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24 -106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, opera tion, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, wit hout limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflic t in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balan ces of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 28 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 18 of 24 Version 10/30/19 of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work un der this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E-Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Grantee (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment (“Department Program”) to undertake pre- employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within three days if Grantee has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Grantee fails to comply with any requirement of this provision or §§8 -17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 29 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 19 of 24 Version 10/30/19 EXHIBIT A, STATEMENT OF WORK AND BUDGET Project Description 2021 MMOF Smart Transit Technology System Project End Date May 01, 2023 Subrecipient Town of Vail DUNS # 075753293 Contact Name Mike Rose Vendor # 2000003 Address 75 South Frontage Road Vail, CO 81657-5096 Phone # 970-479-2349 Email mrose@vailgov.com Indirect Rate N/A WBS* 24201.10.50 ALI 11.42.08 Total Project Budget $700,000.00 State MMOF Funds (at 50% or less) $350,000.00 Local Funds (at 50% or more) $350,000.00 Total Project Amount Encumbered via this Grant Agreement $350,000.00 *The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion. A. Project Description Town of Vail shall use 2021 MMOF funds, along with local matching funds, to purchase and install Smart Transit Technology System as more fully described below. The purchase will support the goals of the Statewide Transit Plan. Description Number of Units Cost / Unit Estimated Cost Bus components Equipment 33 $ 16,500 $ 544,500 Installation 33 $ 1,000 $ 33,000 Total Bus $ 577,500 Signs Equipment Exterior Signs 24 $ 2,800 $ 67,200 Equipment Interior Signs 2 $ 5,000 $ 10,000 Installation 1 $ 15,000 $ 15,000 Total Signs $ 92,200 Project Management 1 $ 30,000 $ 30,300 Total Project Cost $ 700,000 Town of Vail shall use capital funds to purchase and install the following Capital Assets: ALI QTY Fuel Type Description MMOF Amount 11.42.08 1 Smart Transit Tech System $350,000 DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 30 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 20 of 24 Version 10/30/19 B. Performance Standards 1. Project Milestones Milestone Description Original Estimated Completion Date Submit Reimbursement Request in COTRAMS 3/1/2021 Submit Progress Reports to GU Manager Quarterly Submit Final Reimbursement Request in COTRAMS 05/01/2023 IMPORTANT NOTE: All milestones in this Statement of Work must be completed no later than the expiration date of this Grant Agreement: May 01, 2023 2. Town of Vail shall use the Capital Asset(s) purchased in its transit operations and shall perform regularly recurring maintenance with specific performance measures tied to Town of Vail’s written maintenance plans, including manufacturer’s recommendations and warranty program(s). Town of Vail will measure whether this project is successful and improves the efficiency, effectiveness, and safety of transportation. 3. Performance will be reviewed throughout the duration of this Grant Agreement. Town of Vail shall report to the CDOT Project Manager whenever one or more of the follo wing occurs: a. Budget or schedule changes; b. Scheduled milestone or completion dates are not met; c. Identification of problem areas and how the problems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. 4. Town of Vail must comply and submit all reimbursements and reports associated, including the assignment of “Colorado Department of Transportation” as the lienholder on the Capital Asset(s), as a condition of project closeout. 5. Progress Report. Mesa County shall submit to CDOT quarte rly upon request, or more frequently if requested by CDOT, a report of progress and expenditures on the scope of the project(s) described in Section A. Progress reports shall include: a. Description of project components completed b. Total of all expenditures made on each project component c. Total MMOF funding expended on each project component d. Anticipated delivery date of remaining unfulfilled project components. C. Project Budget 1. The Total Project Budget is $700,000.00. CDOT will pay no more than 80% of the eligible, actual project costs, up to the maximum amount of $350,000.00. CDOT will retain any remaining balance of the state share of MMOF Funds. Town of Vail shall be solely responsible for all costs incurred in the project in excess of the amount paid by CDOT from MMOF Funds for the state share of eligible, actual costs. For CDOT accounting purposes, the MMOF Funds of $350,000.00 will be encumbered for this Grant Agreement. 2. No refund or reduction of the amount of To wn of Vail’s share to be provided for the project will be allowed unless there is at the same time a refund or reduction of the state share of a proportionate amount. 3. Town of Vail may use eligible federal funds for the Local Funds share. Town of Vail’s sha re, together with the State MMOF Funds share, must be enough to ensure payment of the Total Project Budget. 4. Per the terms of this Grant Agreement, CDOT shall have no obligation to provide state funds for use on this project. CDOT will administer MMOF funds for this project under the terms of this Grant Agreement, provided that the state share of MMOF funds to be administered by CDOT are made available and remain available. Town of Vail shall initiate and prosecute to completion all actions necessary to enab le Town of Vail to provide its share of the Total Project Budget at or prior to the time that such funds are needed to meet the Total Project Budget. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 31 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 21 of 24 Version 10/30/19 D. Procurement Procurement of this Capital Asset(s) will comply with state procurement procedures and the DTR Quick Procurement Guide. In addition to the state requirements outlined below, state procedures for purchase of this Capital Asset(s) must be followed and will be outlined prior to purchase. 1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE). 2. The second step will be to obtain a Procurement Concurrence Request (PCR) approval from the CDOT Project Manager through COTRAMS. 3. Prior to entering into a purchasing agreement with the selected vendor, Town of Vail shall request a Purchase Authorization (PA), and submit a purchase order for the Capital Asset(s) in COTRAMS. 4. Upon delivery, Town of Vail shall be responsible for having the Capital Asset(s) inspected and accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the Capital Asset(s), Town of Vail will contact the vendor to resolve any defects and notify CDOT. 5. Town of Vail shall be responsible for reimbursing the selected vendor within forty-five (45) calendar days after acceptance of the Capital Asset(s). E. Reimbursement Eligibility Requests for reimbursement for eligible project costs will be paid to Town of Vail upon submission of a complete reimbursement packet in COTRAMS for those eligible costs incurred during t he Grant Agreement effective dates. Accepted reimbursement packets will include the following completed documents: ● Independent Cost Estimate (ICE) ● Procurement Concurrence Request (PCR) ● Purchase Authorization (PA) ● Signed Notice of Acceptance (NA) ● Invoice ● Proof of Payment to vendor Town of Vail must submit the final invoice by May 1, 2023 and submit a grant closeout and Liquidation (GCL) Form in COTRAMS within Fifteen (15) calendar days of issuance of the final reimbursement payment. F. State Interest-Service Life CDOT maintains its share of the remaining state interest upon disposition of state assisted property before the end of its useful life or for a value greater than $5,000 after the useful life has been met, according to the provisions of the State Management Plan. The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is removed from revenue service. The minimum useful life in years refers to total time in transit revenue service, not time spent stockpiled or otherwise unavailable for regular transit use. The minimum useful life in miles refers to total miles in transit revenue service. Non-revenue miles and periods of extended removal from service do not count towards useful life. Changes in operating circumstances, including unforeseen difficulty maintaining vehicles, higher cost of fuel, and changes in local law limiting where vehicles can be operated are not exemptions from minimum useful life requirements. Minimum useful life is determined by years of service or accumulation of miles, whichever comes first, in accordance with the State Management Plan. Town of Vail shall not dispose or otherwise release the Capital Asset(s) to any other party while there is state interest in the Capital Asset(s) without approval from the CDOT Project Manager. Town of Vail is responsible for making the request to the CDOT Project Manager in a timely manner, providing appropriate documentation, if indicated, when a lien release is being requested in order to allow CDOT to process the release of a lien.CDOT and Town of Vail will work in conjunction with Department of Revenue (DOR) to assure the lien is released according to state rules. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 32 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 22 of 24 Version 10/30/19 G. Training In an effort to enhance transit safety, Town of Vail and any subrecipients and subcontractors shall make a good faith effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to date in appropriate certifications. In particular, Town of Vail shall ensure that driving personnel are provided professional training in defensive driving and training on the handling of mobility devices and transporting older adults and individuals with disabilities. H. Safety Data Town of Vail and any subrecipients shall maintain and submit, as requested, data related to bus safety. This may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth by CDOT, the number and extent of passenger injuries or claims, and the number and e xtent of employee accidents, injuries and incidents. I. Restrictions on Lobbying Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement. J. Special Conditions 1. Town of Vail will comply with all requirements imposed by CDOT on Town of Vail so that the state award is used in accordance with state statutes, regulations, and the terms and conditions of the state award. 2. Town of Vail must permit CDOT and their auditors to have access to Town of Vail’s records and financia l statements as necessary, with reasonable advance notice. 3. Except as provided in this Grant Agreement, Town of Vail shall not be reimbursed for any purchase, issued purchase order, or leased capital equipment prior to the execution of this Grant Agreement. 4. Town of Vail shall document any loss, damage, or theft of FTA- or state-funded property, equipment, or rolling stock in COTRAMS. 5. Town of Vail shall ensure that it does not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color, national origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of 1964. 6. Town of Vail shall seek to ensure non-discrimination in its programs and activities by develop ing and maintaining a Title VI Program in accordance with the “Requirements for FTA Subrecipients” in CDOT’s Title VI Program Plan and Federal Transit Administration Circular 4702.1B, “Title VI Requirements and Guidelines for FTA Recipients.” The Party shall also facilitate FTA’s compliance with Executive Order 12898 and DOT Order 5610.2(a) by incorporating the principles of environmental justice in planning, project development and public outreach in accordance with FTA Circular 4703.1 “Environmental Justi ce Policy Guidance for Federal Transit Administration Recipients.” 7. Town of Vail will provide transportation services to persons with disabilities, in accordance with Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq. 8. Town of Vail shall develop and maintain an ADA Program in accordance with 28 CFR Part 35, Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA Circular 4710.1, and any additional requirements established by CDOT for FTA subrecipients. 9. Town of Vail shall ensure that it will comply with the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local laws, rules and/or regulations. In any contract utilizing federal funds, land, or other federal aid, Town of Vail shall require its subrecipients and/or contractors to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. 10. Town of Vail shall agree to produce and maintain documentation that supports compliance with the Americans with Disabilities Act to CDOT upon request. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 33 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 23 of 24 Version 10/30/19 EXHIBIT B, SAMPLE OPTION LETTER State Agency Department of Transportation Option Letter Number Insert the Option Number (e.g. "1" for the first option) Grantee Insert Grantee's Full Legal Name, including "Inc.", "LLC", etc... Original Agreement Number Insert CMS number or Other Contract Number of the Original Contract Current Grant Agreement Amount MMOF Funds Maximum Amount Initial Term Option Agreement Number Insert CMS number or Other Contract Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Agreement Performance Beginning Date The later of the Effective Date or Month, Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Agreement Expiration Date Month, Day, Year State Fiscal Year 20xx $0.00 Local Funds $0.00 Total for All State Fiscal Years $0.00 1. OPTIONS: A. Option to extend for an Extension Term or End of Term Extension. 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert start date and ending on the current agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. B. For use with all Option 1(A): The Grant Agreement Amount table on the Agreement’s Cover Page is hereby deleted and replaced with the Current Grant Agreement Amount table shown above. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director By: ________________________________________ David Krutsinger, Director, Division of Transit and Rail Date: ________________________________ In accordance with §24-30-202, C.R.S., this Option Letter is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:_______________________________________ Department of Transportation Option Letter Effective Date:__________________ DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 34 of 180 Contract Number: 21-HTR-ZL-00166/491002412 Page 24 of 24 Version 10/30/19 EXHIBIT C, TITLE VI – CIVIL RIGHTS Nondiscrimination Requirements The Parties shall not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color, national origin, sex, age or disability. During the performance of this Agreement, the Grantee, for itself, its assignees and successors in interest (hereinafter referred to as the “Grantee”) agrees as follows: (1) Compliance with Regulations: The Grantee shall comply with the Regulation relative to nondiscrimination in federally-assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the “Regulations”), which are herein incorporated by reference and made a part of this Agreement. (2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in the selection and retention of subgrantees, including procurements of materials and leases of equipment. The Grantee shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Grantee for Work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subgrantee or supplier shall be notified by the Grantee of the Grantee's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin or sex. (4) Information and Reports: The Grantee shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Colorado Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Grantee is in the exclusive possession of another who fails or refuses to furnish this information the Grantee shall so certify to the Colorado Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the nondiscrimination provisions of this Agreement, the Colorado Department of Transportation shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (a) withholding of payments to the Grantee under the Agreement until the Grantee complies, and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Grantee shall take such action with respect to any subcontract or procurement as the Colorado Department of Transportation may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that, in the event a Grantee becomes involved in, or is threatened with, litigation with a subgrantee or supplier as a result of such direction, the Grantee may request the Colorado Department of Transportation to enter into such litigation to protect the interests of the Colorado Department of Transportation. DocuSign Envelope ID: 8C33C50B-4C02-404F-9088-48CBC6D7C98D February 2, 2021 - Page 35 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution No. 3, S eries of 2021, A R esolution A pproving a P re-D evelopment A greement B etween the Town of Vail and Triumph Development West L L C. P RE S E NT E R(S ): George Ruther, Housing Director; and Matt Mire, Town A ttorney AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with modifications, or deny Resolution No. 3, Series of 2021. B AC K G RO UND: T he purpose of this agenda item is to present a summary of the terms of a pre-development agreement by and between the Town of Vail and Triumph Development West, L L C. The terms of the agreement are intended as initial steps to facilitate the future development of deed-restricted homes on L ot 3, Middle C reek S ubdivision (the “Middle Creek Project”) and L ot 1, Timber R idge S ubdivision (the “Timber R idge P roject”). The agreement serves, in part, to advance the strategic actions of the Vail Town C ouncil’s Alternate Housing S ites I nitiative. S TAF F RE C O M M E ND AT I O N: Approve Resolution No. 3, S eries of 2021. AT TAC H ME N TS : Description Resolution No. 3 Series of 2021 Memorandum 02022021 Resolution No. 3 Series of 2021 - Triumph P D A 02022021 Resolution No. 3, S eries of 2021 Exhibit A public input February 2, 2021 - Page 36 of 180 To: Vail Town Council From: George Ruther, Housing Director Matt Mire, Town Attorney Date: February 2, 2021 Subject: Resolution No. 3, Series of 2021 – A Resolution Approving a Pre-Development Agreement Between the Town of Vail and Triumph Development West LLC. I. Purpose The purpose of this memorandum is to present a summary of the terms of a pre- development agreement by and between the Town of Vail and Triumph Development West, LLC. The terms of the agreement are intended as initial steps to facilitate the future development of deed-restricted homes on Lot 3, Middle Creek Subdivision ( the “Middle Creek Project”) and Lot 1, Timber Ridge Subdivision ( the “Timber Ridge Project”). The agreement serves, in part, to advance the strategic actions of the Vail Town Council’s Alternate Housing Sites Initiative. Resolution No. 3, Series of 2021 authorizes the Town Manager to execute a pre- development agreement on behalf of the Town. Does the Vail Town Council approve Resolution No. 3, Series of 2021, as presented and read? II. Terms of the Agreement The purpose of the pre-development agreement is to establish the general terms of the future final development agreements, ground leases and other necessary agreements for the Middle Creek Project and the Timber Ridge Project. The Vail Town Council has expressed its desire to develop 100%, deed-restricted homes on the Middle Creek and Timber Ridge properties in partnership with Triumph Development. Combined, these developments are strategic actions to be taken in pursuit of achieving the Town’s adopted housing and environmental stewardship goals. A summary of the terms of the pre-development agreement include: February 2, 2021 - Page 37 of 180 Town of Vail Page 2 • The Town and Triumph Development will be co-applicants on the Middle Creek Project and the Town will grant Triumph Development permission to proceed through the development review process with the Timber Ridge Project. • The Town will pay up to $390,000 for the investment in the entitlement of the Middle Creek Project and pay Triumph Development a project management fee not to exceed $300,000. The Town will incur no cost for the entitlements of the Timber Ridge Project and incur no development risk for either of the Projects. • The project management fee will be payable in installments upon the completion of key project milestones. • The Town and Triumph Development will execute ground leases for the Projects thereby allowing the Town to retain ownership of the land beneath the Projects. • The Town’s interest in the ground leases will be freely assignable by the Town at its sole discretion. • The Town will have rights to master lease and sublease units within each of the Projects. • A minimum of 144 beds will be provided as part of the Middle Creek Project and at least 200 homes of varying sizes will be developed as part of the Timber Ridge Project. • The Middle Creek Project will be available for occupancy by no later than November, 2022, and no development of the Timber Ridge Project will begin prior to April, 2023. • Triumph Development will forego any and all development opportunities on the Booth Heights Parcel. • The Parties will actively pursue the adoption of a final development agreement for the Timber Ridge Project by no later than May 1, 2021. • The Parties will agree to certain remedies and obligations in the event of a breach or default to the terms of the agreement. III. Next Steps By the pre-development agreement, the Parties are setting forth their expectations regarding the Middle Creek Project and the Timber Ridge Project and establishing the terms of the future final development agreements, ground leases and other necessary agreements for the Projects. Upon mutual execution of the pre-development agreement, the Parties will take the steps necessary to draft and present final development agreements for the Middle Creek Project and the Timber Ridge Project. Once complete, the final documents will be distributed publicly and a meeting to present the final agreements for approval will be set. It is anticipated a final development agreement for the Middle Creek Project will be completed in time for review by the Town Council on March 5, 2021. February 2, 2021 - Page 38 of 180 Town of Vail Page 3 February 2, 2021 - Page 39 of 180 RESOLUTION NO. 3 Series of 2021 A RESOLUTION APPROVING A PRE-DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF VAIL AND TRIUMPH DEVELOPMENT WEST LLC WHEREAS, the Town is the owner of certain real property in the Town of Vail known as Lot 3, Middle Creek (the "Middle Creek Property") and the Timber Ridge Village Apartments (the “Timber Ridge Property”); WHEREAS, Triumph Development West, LLC (“Triumph”) wishes to redevelop both the Middle Creek Property and the Timber Ridge Property, in cooperation with the Town, as 100% deed-restricted housing developments; WHEREAS, the Pre-Development Agreement, attached hereto as Exhibit A and made a part hereof by this reference (the “PDA”), sets forth the parties’ expectations regarding the development of the Middle Creek Project and the Timber Ridge Project. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the PDA in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town attorney, and authorizes the Town Manager to execute the PDA on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 2nd day of February 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 40 of 180 1 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX PRE-DEVELOPMENT AGREEMENT THIS PRE-DEVELOPMENT AGREEMENT (this "Agreement") is made on the _____ day of _________________, 2021 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town") and Triumph Development West LLC, a Delaware limited liability company with an address of 12 Vail Road, Suite 700, Vail, CO 81657 (“Triumph”) (each individually a "Party" and collectively the "Parties"). WHEREAS, the Town owns Lot 3, Middle Creek (the "Middle Creek Property") and the Timber Ridge Village Apartments (the “Timber Ridge Property”), both as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, Triumph wishes to redevelop the Middle Creek Property, in cooperation with the Town, as a 100% deed-restricted employee housing project (the “Middle Creek Project”); WHEREAS, Triumph wishes to redevelop the Timber Ridge Property, in cooperation with the Town, as a 100% deed-restricted employee housing project with a minimum of 200 units (the “Timber Ridge Project”); and WHEREAS, by this Agreement, the Parties wish to set forth their expectations regarding the Middle Creek Project and the Timber Ridge Project. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Purpose. The purpose of this Agreement is to establish the terms of the future development agreements, ground leases and other necessary agreements for the Middle Creek Project and the Timber Ridge Project. 2. Middle Creek Project. a. The Town and Triumph, as co-applicants, will file all necessary development applications for the Middle Creek Project. The Town will be responsible for all related costs through final approval of such applications. The Town will have sole ownership rights to all application materials and approved development plans. b. The Town will contract with Triumph to manage the entitlement process for the Middle Creek Project, which contract will include a management fee not to exceed $300,000 (the "Management Fee"), plus all out-of-pocket expenses for design and development consultants not to exceed $390,000. The payment schedule of the management fee shall be based upon the schedule of completion of key design development/entitlement process milestones, as defined in Exhibit B, attached hereto February 2, 2021 - Page 41 of 180 2 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX and incorporated herein by this reference. Triumph shall commence work on the Effective Date. c. The Parties will cooperate to establish the number of units to be constructed and the appropriate unit types for the Middle Creek Project, provided that the Middle Creek Project shall include a minimum of 144 beds. d. The Town and Triumph will enter into a long -term ground lease that will be subordinated to a construction loan for the Middle Creek Property, and upon expiration of the ground lease, all improvements on the Middle Creek Property will transfer to the Tow n. Triumph will commit to maintaining such improvements in an acceptable condition, and to maintain adequate capital improvements reserve funds, throughout the term of the ground lease. The Town's interest in the ground lease will be freely assignable following the issuance of a certificate of occupancy for the Middle Creek Project, without Triumph's consent. e. Construction of the Middle Creek Project will begin in September 2021, and will be completed by November 2022. f. The Town will have the option to master lease and sublease units in the Middle Creek Project. g. If necessary for tax purposes, the Vail Local Housing Authority will be granted a nominal ownership interest in the entity formed by Triumph to construct and manage the Middle Creek Project. h. Triumph acknowledges that it will not be entitled to any Employee Housing Unit credit for the Middle Creek Project under Sections 12-23-7 and 12-24-7 of the Vail Town Code. i. After receiving all required Town approvals to construct the Middle Creek Project, if Triumph fails to deliver the Middle Creek Project in compliance with the development agreement later executed between the Parties, Triumph agrees to reimburse the Town for all of the Town's costs and expenses incurred in the Middle Creek Project, up to the date of final approval of the development applications, including without limitation the Management Fee. 3. Timber Ridge Project. a. Triumph will have the right to pursue the Timber Ridge Project at Triumph's own cost. As the owner of the Timber Ridge Property, the Town will sign the development applications for the Timber Ridge Project, provided that the Town will have no responsibility for any costs associated with such applications. b. The Timber Ridge Project shall include a minimum of 200 deed-restricted employee housing units of varying types. The Parties will cooperate to establish the appropriate unit types for the Timber Ridge Project, based on a housing market study to be prepared for the Parties, with each Party responsible f or 50% of the cost of such study. February 2, 2021 - Page 42 of 180 3 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX c. The Town and Triumph will enter into a long -term ground lease that will be subordinated to a construction loan for the Timber Ridge Property, and upon expiration of the ground lease, all improvements on the Timber Ridge Property will transfer to the Town. Triumph will commit to maintaining such improvements in an acceptable condition, and maintain adequate capital reserve funds, throughout the term of the ground lease. The Town’s interest in the ground lease will be f reely assignable following the issuance of a certificate of occupancy for the Timber Ridge Project, without Triumph's consent. d. Construction of the Timber Ridge Project may not begin prior to the completion of the Middle Creek Project, or April 2023, whichever occurs first, and shall be completed by November 2025. e. The Town will have the option to master lease and sublease units in the Timber Ridge Project. f. If necessary for tax purposes, the Vail Local Housing Authority will be granted a nominal ownership interest in the entity formed by Triumph to construct the Timber Ridge Project. g. Triumph acknowledges that it will not be entitled to any Employee Housing Unit credit for the Timber Ridge Project under Sections 12-23-7 and 12-24-7 of the Vail Town Code. h. The Parties acknowledge that there will be separate development agreements for the Middle Creek Project and the Timber Ridge Project, and that the development agreement for the Middle Creek Project will be completed and signed first. Triumph shall have the exclusive right to negotiate with the Town for development rights related to the Timber Ridge Project until May 5, 2021, and the Town will not enter into any negotiations related to the Timber Ridge Project with any other parties o n or before that date. 4. Booth Heights. a. So long as development agreements for both the Middle Creek Project and the Timber Ridge Project have been executed by the Town and Triumph, Triumph hereby agrees that it will not pursue any development that would otherwise be permitted under the development applications filed with and approved by the Town in PEC19-0018, PEC19-0019 and DRB19-0625 (the "Booth Heights Project"). b. Triumph acknowledges that, if the Town is presente d with applications to proceed with the Booth Heights Project, and such applications comply with all applicable Town regulations and the approved development plans for the Booth Heights Project, the Town will not be in a position to deny such applications, regardless of who asserts an ownership interest in such approved development plans. c. Triumph agrees to indemnify and hold harmless the Town and its officers, insurers, agents, and employees from and against any and all losses, costs, liabilities, expenses and damages incurred by the Town, including reasonable attorney fees, arising February 2, 2021 - Page 43 of 180 4 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX out of any claim against the Town by the owner of any property interest in the Booth Heights Project, which claim is based upon the effect or alleged effect of this Agreement upon such owner's interest, including without limitation claims of diminution of value, inverse condemnation and violation of vested property rights. 5. Breach and Remedies. a. By the Town. If the Town defaults on any obligation under this Agreement for any reason, Triumph may seek damages, but Triumph shall not be entitled to enforce this Agreement through an action for specific performance. b. By Triumph. If Triumph defaults on any obligation under this Agreement, the Town may: seek damages; and/or withhold issuance of building permits or certificates of occupancy not yet issued for any improvements on either the Middle Creek Property or the Timber Ridge Property until said default has been cured or waived. In addition to the specific remedies set forth herein, the Town shall have all other remedies available at law or equity, and the exercise of one remedy shall not preclude the exercise of any other remedy. 6. Miscellaneous. a. Severability. If any provision of this Agreement is determined to be void by a court of competent jurisdiction, such determination shall not affect any other provision hereof, and all of the other provisions shall remain in full force and effect. b. Integration. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. c. Waiver. 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. d. Modification. This Agreement may only be modified by subsequent written agreement of the Parties. e. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and venue for any legal action arising out of this Agreement shall be in Eagle County, Colorado. f. No Third Party Beneficiaries. No third party is intended to or shall be a beneficiary of this Agreement, nor shall any third party have any rights to enforce this Agreement in any respect. g. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Parties, and nothing contained in this Agreement shall be construed as making the Town and Triumph joint venturers or partners. February 2, 2021 - Page 44 of 180 5 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX h. Notices. A notice under this Agreement shall be in writing and be given by U.S. Mail, postage prepaid, to the address set forth on the first page of this Agreement. i. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, any financial obligation of the Town under this Agreement are specifically contingent upon annual appropriation of funds sufficient to perform such obligation. This Agreement shall never constitute a debt or obligation of the Town within any statutory or constitutional provision. j. Governmental Immunity. Nothing herein shall be construed as a waiver of any protections or immunities the Town and its officials, representatives, attorneys and employees may have under the Colorado Governmental Immunity Act, C.R.S. § 24 -10- 101, et seq., as amended. k. Tolling. Should any of the land use applications for the Project be approved by the Town, but the approvals are challenged by referendum or other legal action, any deadlines in this Agreement shall be tolled for the period of the legal action , plus 30 days. l. Force Majeure. Neither Party shall be in breach of this Agreement if a failure to perform any of the duties under this Agreement is due to Force Majeure, which shall be defined as the inability to undertake or perform any of the duties under this Agreeme nt due to acts of God, floods, storms, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes, forces of nature, pandemics or the authority and orders of government. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL ________________________________ Scott Robson, Town Manager ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 45 of 180 6 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX TRIUMPH DEVELOPMENT WEST LLC By:_____________________________ Name:___________________________ Title:____________________________ STATE OF COLORADO ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2021, by _____________________ as _________________________ of Triumph Development West LLC, a Delaware limited liability company. My commission expires: __________________ _______________________________ Notary Public February 2, 2021 - Page 46 of 180 7 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX EXHIBIT A Legal Descriptions Middle Creek Property LOT 3, AMENDED FINAL PLAT MIDDLE CREEK SUBDIVISION, A RESUBDIVISION OF LOT 1, COUNTY OF EAGLE, STATE OF COLORADO. Timber Ridge Property LOT 1, TIMBER RIDGE SUBDIVISION, COUNTY OF EAGLE, STATE OF COLORADO. February 2, 2021 - Page 47 of 180 8 1/29/2021 Q:\USERS\VAIL\TRIUMPH\AGR\PRE-DA-A012921.DOCX EXHIBIT B Management Fee Milestones The milestones for payment of the Middle Creek Project management fee are as follows: Approval by the Town of the budget, scope of work and schedule for the design development and entitlement process by February 2, 2021 $50,000 Execution of a final development agreement, ground lease $50,000 Planning and Environmental Commission development application submittal to the Town or development application submittal to the Town on or before February 19, 2021 $75,000 . Final Planning and Environmental Commission and Design Review Board action on the development applications $75,000 Issuance of a building permit and execution of an operating agreement to include the VLHA on or before September 30, 2021 $50,000 Total management fee $300,000 February 2, 2021 - Page 48 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 2:27 PM To:Stephanie Bibbens Subject:FW: Booth Heights     Tammy Nagel   Town Clerk  Town Clerk’s Office              970.479.2136  970.479.2157 fax  vailgov.com                 ‐‐‐‐‐Original Message‐‐‐‐‐  From: Xfinity <connietyson@comcast.net>   Sent: Monday, February 1, 2021 11:01 AM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: Booth Heights    As a tourist with my husband twice a year to Vail, one of the spectacular elements of coming to Vail is to experience  seeing the bighorn sheep.      I believe what Vail Resorts needs to understand is that you have a very special wildlife setting that is fragile, and cannot  be replicated.  Building can happen elsewhere.  You must preserve what is part of the experience of coming to Vail for so  many.  The experience of seeing the big horn sheep is breathtaking, and part of what drives tourism TO Vail.      In this time of trying to create climate change, it also means protecting and preserving those habitats for our wildlife.   This is your chance to be responsible.  Please take it upon yourselves to change policy on this particular trek of land to  eliminate its being a parcel that could be developed.    Instead change policy to permanently PRESERVE this habitat for the bighorn sheep.     Connie Tyson and Gary Schaub  Lake Oswego, Oregon        Sent from my iPad  February 2, 2021 - Page 49 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 12:41 PM To:Stephanie Bibbens Subject:FW: No on Booth Heights Development. Protect Bighorn Sheep!     Tammy Nagel   Town Clerk  Town Clerk’s Office              970.479.2136  970.479.2157 fax  vailgov.com                 ‐‐‐‐‐Original Message‐‐‐‐‐  From: James Clarke <jimclarkevail@gmail.com>   Sent: Monday, February 1, 2021 11:26 AM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: No on Booth Heights Development. Protect Bighorn Sheep!    Please do not allow any development whatsoever on the area of the Bighorn Sheep. It is time the greed comes to a stop.  Triumph and Vail Resorts must developed elsewhere ‐ NOT at the site of our endangered Bighorn Sheep. Thank you, JC  Clarke, 59 year resident    Sent from my iPhone  February 2, 2021 - Page 50 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 9:13 AM To:Stephanie Bibbens Subject:FW: Booth Heights Propsal     Tammy Nagel   Town Clerk  Town Clerk’s Office              970.479.2136  970.479.2157 fax  vailgov.com                 ‐‐‐‐‐Original Message‐‐‐‐‐  From: Harry Burn <harry@soundshore.com>   Sent: Sunday, January 31, 2021 6:48 PM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: Booth Heights Propsal    Dear Vail Town Council    Please register my and my wife’s strong disapproval of the Booth Heights project.    We believe we speak with the majority of Vail residents who do not believe this location nor the goals of the Booth  Heights project are appropriate. No one we have spoken with see this Booth Heights project as a positive addition to the  Vail community.    Thank you for your careful consideration of the concerns so many residents are expressing.    Respectfully,    Harry and Jean Burn  Residents of 1905 Sunburst Drive Vail CO 81657‐5166      Sent from my iPad  ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐  This e‐mail may contain information that is confidential or privileged. If you are not the intended recipient, do not read,  copy or distribute the e‐mail or any attachments. Instead, please notify the sender and delete the e‐mail and any  attachments. Thank you.  February 2, 2021 - Page 51 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 10:07 AM To:Stephanie Bibbens Subject:FW: Do NOT Approve Pre-Development Agreement -- Booth Heights     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: b27keller@aol.com <b27keller@aol.com>   Sent: Monday, February 1, 2021 9:52 AM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: Do NOT Approve Pre‐Development Agreement ‐‐ Booth Heights    Greetings Mayor Chapin, TOV Council Members & Town Manager Robson, Reams of community letters and testimonies have been presented to Council and PEC over the last 3+ years noting the limitations of the Booth Heights (BH) project. Not to reiterate all, but highlight a few: - Instability of the environmental/geological landscape, including land and rock slides - Scaring of the land to create massive berm(s) - Unsuitability of this location for employee housing - Totally inadequate services for groceries, gas, restaurants/stores - No safe pedestrian passage under I70 - And of course, the inevitable demise of the Bighorn Sheep herd Therefore, I request TOV Council to: 1. Not approve the Pre-Development Agreement as it appears ONLY a win for VR and Triumph 2. Instruct staff to renegotiate and redraft the agreement so plans and approvals cannot be obtained for any construction on BH property 3. Have Triumph transfer the BH development plans to the TOV, in exchange for the development rights of Middle Creek Lot February 2, 2021 - Page 52 of 180 2 4. Condemn the BH property 5. Establish a land-swap between TOV and VR so BH property becomes and remains protected territory I applaud the work the TOV Council, Manager and staff has put forth to develop a viable and successful Win-Win solution. At the same time I'm appalled and disgusted by Vail Resorts refusal to come to the negotiating table. A collaborative VR:TOV partnership? Hardly! Once again Goliath flexes his muscles with NO regard for the TOV or our shared environment. Thanks for hearing my concerns and requests. Respectfully, Barbara Keller Vail Colorado (303) 903-5334 B27Keller@aol.com February 2, 2021 - Page 53 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 9:13 AM To:Stephanie Bibbens Subject:FW: STOP the development of Booth Falls!     Tammy Nagel   Town Clerk  Town Clerk’s Office              970.479.2136  970.479.2157 fax  vailgov.com                 ‐‐‐‐‐Original Message‐‐‐‐‐  From: Tenley Beazley <tenleybeazley@gmail.com>   Sent: Monday, February 1, 2021 8:11 AM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: STOP the development of Booth Falls!    Our open space is a precious commodity and is much of what makes this beautiful area what it is.  We must stop the  spreading development of of these sacred open spaces and in particular STOP THE DEVELOPMENT OF BOOTH FALLS!   This area in particular is too pristine and precious as highlighted by the fact that for years and years the Big Horn sheep  have chosen it has their habitat.  Let’s not allow this gift of nature to be destroyed!!!!!    Tenley Beazley  Marilyn Fleischer    Sent from my iPad  February 2, 2021 - Page 54 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 2:26 PM To:Stephanie Bibbens Subject:FW: say "no" to predevelopment plan     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: cbartmd@aol.com <cbartmd@aol.com>   Sent: Monday, February 1, 2021 10:31 AM  To: Council Dist List <TownCouncil@vailgov.com>; PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: say "no" to predevelopment plan    To Town Council: I have been following the saga of Booth Heights closely for the last couple of years. It reads like a good guy/bad guy thriller. I am still hoping that the good guys will win: the sheep, the community, our environment....the ethics of this project are really hard to stomach. The VHA has clearly stated in their letter, much better than I am capable of articulating, the issues. I think they are incontrovertible. If VR and TOV actually value their public persona, then how could they possibly push/shove this project through? It will be a giant black spot on the reputations of the players for years to come. Please look in the mirror, do the right thing, and "can" the Booth Heights project. Sincerely DR. Chris Bartlett February 2, 2021 - Page 55 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 10:06 AM To:Stephanie Bibbens Subject:FW: Say no to the predevelopment agreement     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: cbartmd@aol.com <cbartmd@aol.com>   Sent: Monday, February 1, 2021 10:02 AM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>; Council Dist List <TownCouncil@vailgov.com>  Subject: Say no to the predevelopment agreement    Democracy worked! Community voices throughout the valley spoke and an election was held. Collaboration and thoughtfulness resulted in a superior location being found. And now, a largely absent player is throwing a wrench in the development plans and therefore what is best for our community, environment and wildlife. Say NO to the loophole! Say NO to the violation of the agreement intent! Say NO to corporate irresponsibility with regards to community they inhabit.! Donna Mumma Vail February 2, 2021 - Page 56 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 2:00 PM To:Stephanie Bibbens Subject:FW: Booth Heights agreement with Triumph     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: gpaxvail@aol.com <gpaxvail@aol.com>   Sent: Monday, February 1, 2021 12:46 PM  To: Council Dist List <TownCouncil@vailgov.com>  Subject: Booth Heights agreement with Triumph    Members of the Council, It seems that the proposed agreement with Triumph has gotten worse with this iteration. It is made very clear that VR could strike a deal with another developer who could buy Triumph's design and drawings and come back in for approval. Per the wording in the agreement, the TOV is acknowledging that there would be no grounds to deny that application. Yes, we will be getting employee housing on lot 3 and redeveloped housing at Timber Ridge: those are good things. But the whole point of this exercise was to find a way to stop the development at Booth Heights. Looks like we will fail in that endeavor. After my previous comments (apologize for the hyperbole), George Ruther called me and we discussed at length that while VR is not a party to this agreement, the TOV has/had sufficient leverage over VR to negotiate a solution to the Booth Heights problem. With this agreement, I see just the opposite. VR, in order to recoup the costs associated with the Triumph project on Booth Heights, HAS to proceed expeditiously with development of that site as a way to neutralize any leverage the TOV may have over them. As shocking as it is, I actually am in agreement with the editorial Diana Donovan recently placed in the Daily: there are other options. February 2, 2021 - Page 57 of 180 2 So may I suggest signing a no-bid agreement with Triumph to redevelop Timber Ridge in exchange for their Booth Heights approvals and drop the language about VR being guaranteed approval on Booth Heights. A different applicant is not necessarily guaranteed approval when the underlying conditions change. (And there may be a less amenable PEC and Council when it comes back in.) Negotiate with VR directly on exchanging Lot 3 for Booth Heights. It's a win/win deal for them. And if Triumph balks at this, I see no reason to reward them with a sweetheart deal on the Timber Ridge or Lot 3 projects- put them both out to bid. If they want to lose both Lot 3 and Timber Ridge in order to build on Booth Heights, call their bluff. If Booth Heights is going to happen regardless of who the applicant is, might as well try to turn things our way; nothing to lose really. Thank you for your time, Henry Pratt east Vail February 2, 2021 - Page 58 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 4:59 PM To:Stephanie Bibbens Subject:FW: Vail Resorts investments     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Tom Burch <tomburch@burchllc.com>   Sent: Monday, February 1, 2021 4:48 PM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Cc: Robin Burch <robinburch@mac.com>; investorrelations@vailresorts.com  Subject: FW: Vail Resorts investments    To: Vail Town Council:  Below is a copy of an email I sent to Investor Relations at Vail Resorts on January 26, 2021.  To date I have not received a  response.  I am disappointed, but unfortunately not surprised.  I have tried to believe that Vail Resorts actually believes  in their Epic Promise “to conserve the natural environment.”  Their actions, however, speak louder than their words.   As a Vail resident and property owner in Vail,  I would be happy to support any tax increase or special assessment  necessary to condemn the Booth Heights property.    Tom Burch    From: Tom Burch   Sent: Tuesday, January 26, 2021 9:51 AM  To: investorrelations@vailresorts.com  Subject: Vail Resorts investments    This email is intended for Rob Katz, but, as Vail Resorts intends, his email is difficult to  obtain.  February 2, 2021 - Page 59 of 180 2 My wife and I live in Vail, have been skiing in Vail for 30+ years, have had Epic Passes  since the program began and are devoted to our community and your resort.  We have owned  shares in Vail Resorts in the past, but are now hesitant to invest in VR as I explain below.  VR is a large company, with many resorts and many challenges.  Rob Katz may not even  know about the proposed Booth Heights development here in Vail, but I wish he would look at  it.  Although certainly not anyone’s intention, the proposed development is  a means to  further the decline and extirpation of the Rocky Mountain Big Horn Sheep herd in the area of  Booth Heights.  I am confident that VR does not intend that result, but even a cursory look at  the activities of the herd around Booth Heights leads to that conclusion.              The herd spends significant amounts of time along the ridge line above Booth Heights.  If  a few hundred residents of a development at Booth Heights start hiking and running and going  for walks with their dogs where the herd now lives, then obviously the herd will vacate that  area.  Smaller grazing and living areas for the herd means life is even more difficult for the  herd, and that means less successful breeding and fewer animals.  Does Vail Resorts really  want to contribute to that result?              I look forward to a response.              Sincerely, Tom Burch       Thomas G Burch Jr  3225 Katsos Ranch Rd Vail Colorado 81657  404‐274‐2097  tomburch@burchllc.com    February 2, 2021 - Page 60 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 4:58 PM To:Stephanie Bibbens Subject:FW: February 2 Meeting     Tammy Nagel   Town Clerk  Town Clerk’s Office              970.479.2136  970.479.2157 fax  vailgov.com                 ‐‐‐‐‐Original Message‐‐‐‐‐  From: betseykci@comcast.net <betseykci@comcast.net>   Sent: Monday, February 1, 2021 4:52 PM  To: Council Dist List <TownCouncil@vailgov.com>  Subject: February 2 Meeting    My name is Betsey Kiehl. I am a resident of Vail and my legal address is: 4093 East Spruce Way #37, Vail CO 81657. I am  writing this email to be admitted into the record regarding the hearing on Booth Heights being held remotely via Zoom  on Tuesday, February 2, 2021.   >   > I would first like to thank the Town Council of Vail for their tireless negotiations with the Department of Wildlife, the  US Forest Service and Triumph Development.  All of the aforementioned were trying for a win‐win; housing and  protection of vital sheep habitat. However, there was one player missing from the table, Vail Resorts. They were missing  from the negotiations “purportedly” because they had to focus on running a ski resort in a pandemic; while all the while  Vail Resorts was continuing their development planning of Booth Heights.    >   > Although we would all like to believe Vail Resorts has the best interests of the community in mind, it is just not true.   Their Epic Promise on the wall in Mid‐Vail states “Zero net impact to Forests and Habitat.” Yet they are set to destroy  winter habitat for the bighorn herds of Summit and Eagle County by pursuing the development of Booth Heights. Vail  Resorts waited for every deadline to announce what they are doing without disclosing their true intentions.  They are  trying to develop a piece of land that is valued at millions of dollars yet they have paid a mere two years of taxes and  cheated the town out of thousands of dollars in property taxes.    >   > Since its incorporation as a town, the Town of Vail and Vail Resorts have been in a symbiotic relationship.  Times have  changed and it appears that in place of a symbiotic relationship the Town of Vail is in a parasitic relationship with Vail  Resorts.  The town needs to be bold, stand up for themselves, and the future of our community by not approving the  development, not funding anything related to the parcel, and condemning the Booth Heights parcel.    >   > Thank you.  February 2, 2021 - Page 61 of 180 2 >>>> Sincerely,  >>>> Betsey Kiehl  >>>>   >   >   >     February 2, 2021 - Page 62 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Sunday, January 31, 2021 10:24 AM To:Stephanie Bibbens Subject:FW: Post Script to Rondeau's input re Booth Heights Alternative     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Rondeau's <nanpaul@vail.net>   Sent: Saturday, January 30, 2021 8:46 AM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: Post Script to Rondeau's input re Booth Heights Alternative    My (2) enforcement works…….. means rental/leases compliance pretty well works out, while compliance for purchased  units is really problematic + the “issue" down the line of workers retiring in place is real, whether you consider it a  problem  or not.  …….. Paul Rondeau  =======================================================    Begin forwarded message:    From: Rondeau's <nanpaul@vail.net>  Subject: Public input re Booth Heights Alternative  Date: January 29, 2021 at 7:58:54 PM MST  To: publicinput.vailtowncouncil@vailgov.com  Cc: Rondeau Nancy <nanpaul@vail.net>    Folks ………….    144 deed‐restricted beds, yes but please 144 rental/leased beds as (1) they should be only for workers who  February 2, 2021 - Page 63 of 180 2 work in Vail, (2) enforcement works     Regards ……. Paul Rondeau    February 2, 2021 - Page 64 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 4:22 PM To:Stephanie Bibbens Subject:FW: Booth Heights "non-agreement"     Tammy Nagel   Town Clerk  Town Clerk’s Office              970.479.2136  970.479.2157 fax  vailgov.com                 ‐‐‐‐‐Original Message‐‐‐‐‐  From: Ron Sege <ronsege@gmail.com>   Sent: Monday, February 1, 2021 12:57 PM  To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>  Subject: Booth Heights "non‐agreement"    Esteemed Town Council members,    Regarding the proposed development agreements between Triumph and the Town of Vail, if you get back to first  principles, plus basic negotiating tactics, you will not approve this.  As to first principles, the goal of all this work is to  preserve the beautiful Booth Heights land for our dwindling wildlife while providing for needed workforce housing.  As I  understand it, since Vail Resorts is not a party to this agreement they are free to develop the land without Triumph any  time they want as long as they have a conforming development proposal.  So, the first principles have not been  achieved.    As to negotiating tactics, VR delays (using the excuse of COVID?), plus the town approving the agreement with Triumph  in return for the Middle Creek and Timber Ridge projects, means that the ToV has given up valuable assets and gotten  basically nothing in return.  Not good negotiating tactics.    VR needs workforce housing.  The proposal between ToV and Triumph delivers it.  Force VR to be a party to the  agreement by way of a non‐development commitment, even if it requires delaying the overall project.  Otherwise, all  the work put in so far will have been for nothing.    Sincerely,    Ron Sege  East Vail      February 2, 2021 - Page 65 of 180 1 Stephanie Bibbens From:Tammy Nagel Sent:Monday, February 1, 2021 9:13 AM To:Stephanie Bibbens Subject:FW: Amendments to the Pre-Development Agreement between the Town of Vail and Triumph     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Grace Poganski <pogansg@bellsouth.net>   Sent: Sunday, January 31, 2021 12:58 PM  To: Council Dist List <TownCouncil@vailgov.com>; Scott Robson <SRobson@vailgov.com>  Subject: Amendments to the Pre‐Development Agreement between the Town of Vail and Triumph    To the Town of Vail Council and Town Manager: The recent developments that have come to light regarding the proposed changes to the Pre-Development agreement between the TOV and Triumph Development, on the agenda for the virtual meeting scheduled for Tuesday, Feb. 2, are quite distressing. I respectfully request that the Town Council do not approve any changes that would favor Vail Resorts development of the Booth Heights parcel. The negotiations regarding this parcel were originally set forth as a win-win proposal for all with the potential for a land swap that would preserve said parcel for protection of Vail's bighorn sheep herd. Vail Resorts chose to remove itself from these negotiations. Now, with an agreement close at hand, it seems Vail Resorts has stepped back in, the bully in the room threatening litigation, demanding that the agreement be amended to include the ability of Vail Resorts to go ahead and develop Booth Heights as an employee housing site. This, despite the proposed Middle Creek development, which would match the amount of employee housing that was to be supplied by Booth Heights. What is a legitimate swap, bed for bed, a win-win for all involved, is now becoming a win-win for Vail Resorts alone, the biggest losers being, once again, our bighorn sheep herd. The facts on the ground have not changed. The bighorn sheep are stilll in danger of being decimated. The geography and the geology remain a potentially disasterous risk should development go forth. The reports from the experts have clearly February 2, 2021 - Page 66 of 180 2 laid out the problems. Vail Resorts has not proven itself to be a good faith partner. Why would the TOV even consider bending to their heavy handed approach? The groundswell of support for the bighorns' protection has proven strong in the past and will continue to grow. I hope the Town Council will step up and continue as a partner the battle to preserve this rare natural resource. Thank you. Grace Poganski February 2, 2021 - Page 67 of 180 1 VAIL HOMEOWNERS ASSOCIATION 01/31/21 Dear Mayor and Town Council: Attached are the Vail Homeowner’s comments on the current version of the Pre-Development Agreement with Triumph Development. As you will note, we object to the approval of the agreement in its present form. As we have made clear on multiple occasions, we are not opposed to the plan that underlies the agreement, just how the rights and obligations of the parties are described, particularly in paragraph 4, “Booth Heights.” For the reasons stated in the attached comments, that provision is not sufficient to carry out what we believe is the Council’s intention: to see that the Booth Heights project does not get built. To be constructive, the VHA suggests that paragraph 4 should be redrafted to provide guarantees that the previously approved Booth Heights development will not take place. The redrafting should (1) make it clear that the Booth Heights provisions are part of the essential consideration for the agreement so that any default on Triumph’s part would void the agreement, (2) make it clear that Triumph warrants it owns both the plans and the development rights, (3) make it clear that Triumph will not only not pursue the Booth Heights project, but that it also will not sell or transfer the plans or development rights to anyone else, (4) require Triumph to release all development rights for the Booth Heights project, and (5) provide broad protections for the Town in the event VR sues. Triumph should readily agree to such changes. In its January 19, 2021 letter to VR, Triumph unequivocally states that it owns both the plans and all the development rights and approvals for the Booth Heights project, so it should be willing to warrant those facts and agree not to sell or transfer those rights. Triumph has also already made clear its willingness to transfer those rights to the Town, so there should be no objection to releasing and forfeiting those rights as part of the deal with the Town. And since Triumph is getting a hugely advantageous deal to develop Lot 3 and the right of first refusal on Timber Ridge, it has also already agreed to protect the Town from VR’s litigation, so those provisions should also be agreeable. If for any reason, Triumph now is not willing to make these agreements, which we do not expect, then the Town should put the Lot 3 project out to bid. To be even more specific, the VHA offers this proposed rewrite of paragraph 4: 4. Booth Heights. As an integral and necessary consideration for this agreement, without which this agreement is void, Triumph agrees as follows: a. Triumph warrants to the Town that it is the sole owner and holder of all studies, reports, plans and other items included in the development applications filed with the Town for the Booth Heights project in PEC19-0018, PEC 19-0019 and DRB19-625 (the "Plans") and that it is the sole owner and holder of all approvals and development February 2, 2021 - Page 68 of 180 2 rights authorized in PEC19-0018 & 0019 and DRB19-652 (“the Booth Heights Project”). b. Triumph agrees that it will not pursue any development that would otherwise be permitted under the development applications filed with and approved by the Town in the Booth Heights Project. Triumph further agrees that it will not sell, assign, relinquish or otherwise transfer any right or interest in the Booth Heights Plans or the Booth Height Project to any other person, corporation, institution or entity. c. Upon execution of the final development agreement, Triumph will provide the Town, in a form satisfactory to the Town, a written release, forfeiture and abandonment of all development approvals and rights for the Booth Heights project. d. Triumph agrees to indemnify and hold harmless the Town and its officers, insurers, agents, and employees from and against any and all losses, costs, liabilities, expenses and damages incurred by the Town, including reasonable attorney fees, arising out of any claim from any third party based upon the Booth Heights Plans, the Booth Heights Project or the effect or alleged effect of this Agreement, including without limitation claims of diminution of value, inverse condemnation and violation of vested property rights, and agrees to defend the Town against any such claim. e. To the extent any third party successfully establishes a property interest in any portion of the Booth Heights Plans or the Booth Heights Project, Triumph agrees to reimburse the Town for all of the Town's costs and expenses incurred in the Middle Creek Project, up to the date of final approval of the development applications, including without limitation the management fee. These changes will eliminate the possibility that Booth Heights will be constructed under the current plans and approvals. We note that there is some confusion about the correct DRB number, whether it is 19-625 or 19-652. It is described both ways in different versions of the agreement; it seems obvious that one of those versions is a typo. That needs to be clarified. There is one other step that the Council should agree needs to be done. Once the Town gets Triumph’s release of all development rights, it should rescind the extension of the development rights which was recently approved. If the agreement were re-drafted as above stated, the VHA is prepared to recommend to its members that the agreement be supported. Finally, as stated in our attached comments, the VHA believes that the Town should immediately begin a condemnation process for the Booth Heights property. Although not part of the Pre-Development approval, we also note that Vail Resorts’ current posturing about the Booth Heights project is completely at odds with its avowed Code of Ethics and Business Conduct. In introducing its most recent update to that Code, Bob Katz, VR’s Chairman and CEO, stated: February 2, 2021 - Page 69 of 180 3 I believe that we all understand what it means to carry out our business and conduct ourselves ethically. Simply put, ethics is doing the right thing even if nobody is watching. This Code of Ethics and Business Conduct provides guidance to help us live by our values and responsibly serve our five key stakeholders - our employees, our guests, our communities, our environment and our shareholders. In essence, this Code gives us guidance to operate with integrity and to do the right thing, knowing that it leads to the right outcome. The Code then provides that one of VR’s key values is its collective commitment to “Do Good: Preserve our natural environment and contribute to the success of the community.” Further it requires “Fair Dealing with Others: We learned about playing fair on the playground, and even now it’s important that we “play fair” with our guests, suppliers, vendors, competitors, and other employees. Officially, this means not taking unfair advantage of anyone through manipulation, concealment, abuse of confidential information, falsification, misrepresentation of material facts, or any other intentional unfair behavior.” In its “Epic Promise – Commitment to Zero” progress report on the 2019-2020 season, VR stated that “The environment is our business, and we have a special obligation to protect it” and VR’s focus is on “preserving the incredible outdoor places where we live, work, and play.” The Town should not hesitate to remind VR that it has an obligation to be a socially responsible citizen of Vail and to live up to those promises. The proposed land swap of Lot 3 for the Booth Heights property would accomplish those goals. VR would obtain employee housing (at a much more advantageous location) and, at the same time, it would be protecting the environment and the endangered bighorn sheep. We hope that the foregoing is helpful. Thank you for your consideration of these comments, Jim Lamont Executive Director Post Office Box 238 Vail, Colorado 81658 Telephone: (970) 827-5680 Email: vha@vail.net Website: www.vailhomeowners.com February 2, 2021 - Page 70 of 180 4 Bighorn Sheep herd occupies the site, as its primary winter habitat, the ownership of the plans to develop the site are in di spute. Attachment: VAIL HOMEOWNERS ASSOCIATION January 30, 2021 IMPORTANT UPDATE NO. II Faced with Litigation Threats From VR, the TOV Has Amended the Pre- Development Agreement with Triumph to Open Up the Possibility that Booth Heights Will Be Constructed in the Near Future. Critical Town Council Meeting, February 2d As VHA previously reported, Vail Resorts withdrew from negotiations over the Booth Heights property and the proposed land swap for Lot 3, Middle Creek. When the TOV continued its negotiations with Triumph and prepared a draft Pre-Development Agreement, VR threatened litigation. The Town of Vail has now revised the Pre-Development February 2, 2021 - Page 71 of 180 5 Agreement and it will be before the Town Council for approval on Tuesday evening. February 2nd. The amendments are not simple adjustments; they open the door for the Booth Heights development to go ahead. If you care about the bighorn sheep and the possibility of a development on the Booth Heights site, this is a meeting you do not want to miss. While the TOV is working to be able to continue with a housing project on Lot 3, Middle Creek, it seems clear that a land swap is no longer a possibility, at least not for now. The Pre-Development Agreement does, however continue to provide the Town with the ability to make the land swap with VR, if or when it ever decides to reengage in the process. While the overall plan detailed in the Pre-Development Agreement is still the same, there has been a major change insofar as Booth Heights is concerned. Originally, the intent of the Pre-Development Agreement was for Triumph to transfer to the Town all of the plans and all rights and approvals for the Booth Heights development. That way, the Town would possess the approvals for Booth Heights and could then abandon them. The VHA had a concern that, even though that was the intent of the agreement, the original agreement didn’t sufficiently spell out the transfer of the development and approval rights and had planned to raise that before the Town Council at the January 19 meeting. Now, the Pre-Development Agreement has been amended in an effort to avoid VR’s lawsuit threat and the changes open the door for the Booth Heights development to take place. No longer is the TOV to get the plans and development rights. They would now remain with Triumph. The Agreement states only that: Triumph hereby agrees that it will not pursue any development that would otherwise be permitted under the development applications filed with and approved by the Town in PEC19-0018, PEC19-0019 and DRB19-0625 (the "Booth Heights Project"). In other words, the development approvals will not be owned by the TOV and will not be abandoned. They will continue to be owned by Triumph. Recall that recently the TOV extended those approvals to 2025 . Sources inform the VHA that VR didn’t just threaten the TOV, it also threatened Triumph. There is nothing in the Agreement that would prevent Triumph from selling the plans and approvals to VR. Rumor has it that VR has already offered Triumph a six - figure number for the plans. By selling the plans and their approvals to VR, Triumph could pocket a nice profit and also avoid contentious litigation with VR. Once VR has the plans and approvals, it can then get a new developer and proceed with the project. If that were to happen, VR could roll construction equipment on the site this spring. As VR has stated, its intention is “to move forward with the Booth Heights project in the shortest timeframe possible.” If you think that outcome might be farfetched, then consider the very next clause in the amended agreement: Triumph acknowledges that, if the Town is presented with applications to proceed with the Booth Heights Project, and such applications comply with all applicable Town regulations and the approved development plans for the Booth Heights Project, the Town will not be in a position to deny such applications, regardless of who asserts an ownership interest in such approved development plans. Development of Booth Heights would be the antithesis of a “win-win” outcome. And for it to come at the hands of the Town Council would be a complete abdication of what so many have worked for over the past year. If the Town Council is sincere about protecting the sheep, and VHA believes they are, then this Agr eement SHOULD NOT BE APPROVED. The Council should instruct staff to renegotiate and redraft the agreement so that the plans and approvals cannot be used for any development on Booth Heights and the existing approvals will be abandoned and/or forfeited. The Council should also take it one step further and immediately instruct the Town attorney to begin condemnation proceedings on the Booth Heights property. Rumor also has it that VR was going to sell the Booth Heights property to Triumph for around $4 million. For some inexplicable reason, the Town does not have a copy of that contract but it would seem that it would be Exhibit 1 at the condemnation trial. The TOV used condemnation to acquire Ford Park February 2, 2021 - Page 72 of 180 6 when a developer threatened to build condominiums there. And that is what the TOV should do now to acquire Booth Heights and dedicate it as open space land. The February 2nd meeting will be a Zoom meeting. Register now on the TOV website. A copy of the amended Pre - Development Agreement is attached to the Town Council agenda. This is not going to be a long meeting so the Pre- Development Agreement should come up shortly after 6 p.m. Please clear your calendars and REGISTER HERE to attend Tuesday’s Council meeting. You may also send comments to the Town Council via towncouncil@vailgov.com ***** The VHA has been fighting to protect the bighorn sheep for years. If this is an issue that concerns you, we invite you to join VHA or become a subscriber to our reports. Our most valuable tool in influencing decision makers is through the proactive engagement of our informed readers. Your support will ensure that the VHA can continue to bring such matters to the community’s attention and, by doing so, make a difference for the good and the future of our community. It is you, our members and subscribers, who sustain our efforts with financial and vocal support. For further membership or subscriber information, please send an email to vailhomeownersassoc@gmail.com and specify if your interest is as a member or subscriber. Post Office Box 238 Vail, Colorado 81658 Telephone: (970) 827 -5680 Email: vha@vail.net Website: www.vailhomeowners.com Copyright 2021: Vail Homeowners Association Report February 2, 2021 - Page 73 of 180 January 30, 2021 RE: Pre-Construction Agreement with Triumph Development Dear Mayor and Town Council: Starting with the conclusion, the Pre-Construction Agreement should be tabled and sent back to the drawing board without hesitation! For more than a year, the community was led to believe that negotiations were underway to create a win/win whereby the Town and Vail Resorts (VR) gain workforce housing and the bighorn sheep habitat in East Vail is permanently protected. What this Agreement does is cre- ate a win/lose/lose/lose/lose. -There is a big win for housing and VR as the proposed Middle Creek Lot 3 is a far superior lo- cation for workforce housing than the so named Booth Heights (BH) site. -Losers are: #1, the community which feels duped and cheated out of an agreement that was repeatedly reported to protect the BH site; #2, the bighorn sheep herd; #3, the Town which now appears inept at negotiating a win/win; # 4 & 5, Children’s Garden of Learning (CGL). CGL loses at least twice, as it is first uprooted and moved to a temporary site, then in a few years moves to a permanent site, all this creating upheaval for the children and parents on all levels. (Why the Lionshead site is considered temporary rather than planning a long term fu- ture there is hard to understand but that is a question for another conversation.) As written, this Agreement gives NO protection to the BH site. It allows Triumph Development (TD) to sell the plans and approvals it gained to the highest bidder, likely VR, who could have bulldozers rolling as early as this spring. After waiting in the background behind the shield of ‘working on business during this pandemic’ VR emerges to state that they have every intention of building on the BH site; their non-participation in the process is disingenuous at best. A headline in the Vail Daily dated June 20, 2020 stated “Booth Heights won’t be built if there’s an alternative”. The Town has given over one Town owned site and a second, well located piece of land is being investigated; yet the Agreement fails to protect BH in any way. The Agreement should be amended to require TD to convey all plans and approvals to the Town of Vail and prohibit them from going to any other entity. The Town should pledge that they will not build at BH and that they will guarantee the site will become permanently protect- ed. Further, the duration of the long term leases on Lot 3 and Timber Ridge should be dis- closed to the public; what reason would the Town or TD have to keep that under wraps? We recognize that some people at the the Town worked diligently to create a three way suc- cess between the Town, VR and TD. Clearly the Town and TD have been working on an agreement, however flawed, but VR has not participated in an honest fashion. It is time for the Town to give up on ‘playing nice’ with a player who doesn’t care about the community or envi- ronment or fair play. On behalf of its citizens, the environment and the irreplaceable bighorn sheep herd, the Town should immediately pursue all avenues to acquire the entire East Vail site and once acquired, should permanently protect it without delay. Regards, Pamela Stenmark Cc/Scott Robson February 2, 2021 - Page 74 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:13:08 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Greg Kissler <gkissler@summitnet.com> Sent: Monday, February 1, 2021 8:15 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights I fully support the excellent work that the Town of Vail is doing to provide more affordable Locals housing while being sensitive to the environment. The planning, research and public input In Booth Heights clearly shows that this parcel must be preserved for the critical sheep habitat. As a full time resident living in Vail I feel it is critical to find the right balance between development and preservation of our fragile environment. I trust my elected leaders to encourage development where it makes sense, and to also protect and preserve critical wildlife habitat. Please fight the corporate greed and stop the development of Booth Heights. Vail has better choices for housing, the sheep don’t. Greg Kissler February 2, 2021 - Page 75 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:13:51 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: JANE BLANCH <jblanch846@aol.com> Sent: Saturday, January 30, 2021 1:49 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights Please reject this project fir all the reasons that have been stated over and over. This is bait and switch with potential disastrous results. This is not to the benefit of Vail, the big horn sheep or the children. Jane Blanch Sent from my iPhone February 2, 2021 - Page 76 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:12:46 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Mike Browning <mfbrowning@pbblaw.com>  Sent: Sunday, January 31, 2021 9:52 PM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights   Dear Council Members:  I am the Chair of the Eagle Summit Wilderness Alliance (ESWA).  We are a local non-profit that works with the USFS to protect and preserve the Wilderness Areas in Eagle and Summit Counties, including the Eagles Nest Wilderness and its related ecosystems. We were initially encouraged when the Town was working with Vail Resorts (VR) and Triumph Development on what seemed like a “win-win” scenario whereby the Town would acquire Triumph’s rights to develop affordable housing on the Booth Heights property in exchange for property in Middle Creek more suitable for development and with equal development rights, thereby preserving the critical bighorn sheep habitat on the Booth Heights parcel.  We were dismayed by VR’s recent announcement that is pulling out of those discussions and would pursue development of the Booth Heights property.    We urge the Town to do everything in its power to protect the critical bighorn sheep winter habitat on the Booth Heights parcel by acquiring that parcel and dedicating it to the Town’s open space program, and specifying that the parcel will only be used for wildlife habitat purposes.    The Town, and VR, have spent hundreds of millions of dollars over the years to bring people and February 2, 2021 - Page 77 of 180 development to the Vail Valley.  We urge the Town to spend a tiny fraction of that amount to help protect the natural values that brought us all here. The Town should not approve the proposed Pre- Development Agreement on the Booth Heights property unless and unless it clearly requires the transfer of title and all related development rights to the Town.  If this is not possible, the Town should  immediately initiate condemnation proceedings to acquire the parcel.    The development of the Vail Valley has destroyed the habitat of many non-human species to the extent that it threatens their very survival.  These animals called the Vail Valley home for centuries before we did.  The least we owe them is a chance to survive.  The Booth Heights property is critical winter habitat for bighorn sheep.  Please, please do not let it be taken away.   Sincerely,   Michael Browning 2021 ESWA Chair 4229A Nugget Lane, Vail 303-408-0995 mfbrowning@pbblaw.com February 2, 2021 - Page 78 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:12:25 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Ted Simonett <nettd@comcast.net>  Sent: Sunday, January 31, 2021 12:07 PM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights   Dear Council Members, We are relying on you to rectify this situation with Booth Heights and VRA. You did a great job last year but it seems VRA was not on board. Please don’t allow this project to go forward. We are behind you 100% in fighting this. Thank you for your efforts   Ted and Anne Simonett February 2, 2021 - Page 79 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:12:20 AM Attachments:image001.png image008.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Robert Schilling <robfromvail@gmail.com>  Sent: Sunday, January 31, 2021 10:57 AM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights   I encourage the TOV and the Vail Town Council to condemn the Booth Heights parcel. Vail Resorts should be strongly encouraged to pursue the Middle Creek option.  I’m not sure why VR does not prefer the Middle Creek Parcel for development of deed-restricted housing.  If you can, please explain why VR would prefer Booth Heights.  Thank you! rob  February 2, 2021 - Page 80 of 180 Curious about Vail Valley/Cordillera real Estate? Click here to see my Monthly Newsletter Click here to see all Vail Valley properties I pledge to give 5% of my earnings to the charity of my clients’ choice.   February 2, 2021 - Page 81 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Sunday, January 31, 2021 10:24:06 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Kiwi Hilliard <kiwibird48@gmail.com> Sent: Saturday, January 30, 2021 1:35 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights My husband and I have lived at 2049 Sunburst Drive since 1993. We are adamantly against any development of the Booth Creek property. Kiwi Hilliard Kiwi Hilliard 325 S Lake Drive Palm Beach, Fl 33480 516 669-1589 (C) February 2, 2021 - Page 82 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Sunday, January 31, 2021 10:24:00 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: JANE BLANCH <jblanch846@aol.com> Sent: Saturday, January 30, 2021 1:49 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights Please reject this project fir all the reasons that have been stated over and over. This is bait and switch with potential disastrous results. This is not to the benefit of Vail, the big horn sheep or the children. Jane Blanch Sent from my iPhone February 2, 2021 - Page 83 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Sunday, January 31, 2021 10:23:53 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Louise Hoversten <lbhoversten@gmail.com> Sent: Saturday, January 30, 2021 3:55 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights Please do not allow development on the Booth Heights property! Please instruct the Town Attorney to begin the process to condemn the Booth Heights property. You have done well so far in preventing the building on Booth Heights, it would be a shame to have the Bighorn Sheep habitat destroyed now. Thanks for your consideration. Louise Hoversten Sent from my iPad February 2, 2021 - Page 84 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Sunday, January 31, 2021 10:23:49 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Sue Rychel <srychel@slifer.net>  Sent: Saturday, January 30, 2021 5:28 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: RE: Booth Heights   Dear Council members,   Use your backbone and see the history and misrepresentation. Any forthcoming agreement SHOULD NOT BE APPROVED.  Instead, the Council should instruct staff to renegotiate and redraft any agreement so that the plans and approvals cannot be used for any development on Booth Heights. The existing approvals should be abandoned and/or forfeited.     B. Susan (Sue) Rychel February 2, 2021 - Page 85 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 4:24:11 PM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Katherine Marshall <kjwmarshall@gmail.com> Sent: Monday, February 1, 2021 9:51 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights Please get a rewrite of the agreement with Triumph, making sure the rewritten agreement states that the area can never be developed. Safeguarding the bighorn sheep habitat is crucial to their survival, and you on the Council can make it happen. Thank you! Katherine Marshall 85 Willis Place, #180 February 2, 2021 - Page 86 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:14:05 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Sue Rychel <srychel@slifer.net>  Sent: Saturday, January 30, 2021 5:28 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: RE: Booth Heights   Dear Council members,   Use your backbone and see the history and misrepresentation. Any forthcoming agreement SHOULD NOT BE APPROVED.  Instead, the Council should instruct staff to renegotiate and redraft any agreement so that the plans and approvals cannot be used for any development on Booth Heights. The existing approvals should be abandoned and/or forfeited.     B. Susan (Sue) Rychel February 2, 2021 - Page 87 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:13:57 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Louise Hoversten <lbhoversten@gmail.com> Sent: Saturday, January 30, 2021 3:55 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights Please do not allow development on the Booth Heights property! Please instruct the Town Attorney to begin the process to condemn the Booth Heights property. You have done well so far in preventing the building on Booth Heights, it would be a shame to have the Bighorn Sheep habitat destroyed now. Thanks for your consideration. Louise Hoversten Sent from my iPad February 2, 2021 - Page 88 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Monday, February 1, 2021 9:14:05 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Sue Rychel <srychel@slifer.net>  Sent: Saturday, January 30, 2021 5:28 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: RE: Booth Heights   Dear Council members,   Use your backbone and see the history and misrepresentation. Any forthcoming agreement SHOULD NOT BE APPROVED.  Instead, the Council should instruct staff to renegotiate and redraft any agreement so that the plans and approvals cannot be used for any development on Booth Heights. The existing approvals should be abandoned and/or forfeited.     B. Susan (Sue) Rychel February 2, 2021 - Page 89 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: STOP the development of Booth Falls! Date:Monday, February 1, 2021 9:13:02 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Tenley Beazley <tenleybeazley@gmail.com> Sent: Monday, February 1, 2021 8:11 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: STOP the development of Booth Falls! Our open space is a precious commodity and is much of what makes this beautiful area what it is. We must stop the spreading development of of these sacred open spaces and in particular STOP THE DEVELOPMENT OF BOOTH FALLS! This area in particular is too pristine and precious as highlighted by the fact that for years and years the Big Horn sheep have chosen it has their habitat. Let’s not allow this gift of nature to be destroyed!!!!! Tenley Beazley Marilyn Fleischer Sent from my iPad February 2, 2021 - Page 90 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: STOP the development of Booth Falls! Date:Monday, February 1, 2021 9:13:02 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Tenley Beazley <tenleybeazley@gmail.com> Sent: Monday, February 1, 2021 8:11 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: STOP the development of Booth Falls! Our open space is a precious commodity and is much of what makes this beautiful area what it is. We must stop the spreading development of of these sacred open spaces and in particular STOP THE DEVELOPMENT OF BOOTH FALLS! This area in particular is too pristine and precious as highlighted by the fact that for years and years the Big Horn sheep have chosen it has their habitat. Let’s not allow this gift of nature to be destroyed!!!!! Tenley Beazley Marilyn Fleischer Sent from my iPad February 2, 2021 - Page 91 of 180 From:Lynne Campbell To:Stephanie Bibbens Subject:RE: Completed: Please DocuSign: waiver Vail InDEED Towns Option 2111 N Frontage Rd W A4.pdf Date:Monday, February 1, 2021 5:04:12 PM Attachments:image003.png Thank you Steph! Lynne Campbell Coordinator Housing Department 75 South Frontage Road Vail, CO 81657 Direct: 970.479.2150 From: Stephanie Bibbens <SBibbens@vailgov.com> Sent: Monday, February 1, 2021 4:53 PM To: Lynne Campbell <LCampbell@vailgov.com>; Charis Patterson <cpatterson@ltgc.com>; Karen Campbell <kcampbell@ltgc.com> Subject: RE: Completed: Please DocuSign: waiver Vail InDEED Towns Option 2111 N Frontage Rd W A4.pdf Good afternoon, Attached for your records is a GRANTED Town of Vail Real Estate Transfer Tax exemption application for the property known as 2111 North Frontage Road West, Unit A$, Vail, CO 81657. Please let me know if there is anything else I can help you with and I hope you all have a great rest of the night. Stephanie Bibbens Deputy Town Clerk Town Clerk’s Office 75 S. Frontage Road | Vail, CO 81657 Office: 970.479.2460 vailgov.com February 2, 2021 - Page 92 of 180 From: Lynne Campbell <LCampbell@vailgov.com> Sent: Thursday, January 28, 2021 5:02 PM To: Charis Patterson <cpatterson@ltgc.com>; Karen Campbell <kcampbell@ltgc.com> Cc: Stephanie Bibbens <SBibbens@vailgov.com> Subject: RE: Completed: Please DocuSign: waiver Vail InDEED Towns Option 2111 N Frontage Rd W A4.pdf Charis, Stephaine is confirming she received the completed form. Thus far neither she nor I have a completed form. Lynne Campbell Coordinator Housing Department 75 South Frontage Road Vail, CO 81657 Direct: 970.479.2150 From: Charis Patterson <cpatterson@ltgc.com> Sent: Thursday, January 28, 2021 4:58 PM To: Lynne Campbell <LCampbell@vailgov.com> Subject: Re: Completed: Please DocuSign: waiver Vail InDEED Towns Option 2111 N Frontage Rd W A4.pdf Thank you! I think we still need the Exemption approval, as well. Charis Patterson Closing Agent Colorado Title License #419383 Land Title Guarantee Company 0090 Benchmark Rd, Suite 205 (Fed-Ex and UPS only) PO Box 3480 (US Mail) February 2, 2021 - Page 93 of 180 Avon, CO 81620 Direct: 970-748-4784 Office: 970-949-5099 Fax: 877-408-7373 Email: cpatterson@ltgc.com www.ltgc.com On Thu, Jan 28, 2021 at 4:39 PM Lynne Campbell via DocuSign <dse_NA3@docusign.net> wrote: Your document has been completed VIEW COMPLETED DOCUMENT Lynne Campbell lcampbell@vailgov.com February 2, 2021 - Page 94 of 180 All parties have completed Please DocuSign: waiver Vail InDEED Towns Option 2111 N Frontage Rd W A4.pdf. This is confirming the Town's waiver to a right of first refusal for an existing Vail InDEED restriction being resold. Please execute by end of today. Thank you. Powered by Do Not Share This Email This email contains a secure link to DocuSign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit DocuSign.com, click 'Access Documents', and enter the security code: 715CD1097EC4497D9A349CEEE92DA00F3 About DocuSign Sign documents electronically in just minutes. It's safe, secure, and legally binding. Whether you're in an office, at home, on-the-go -- or even across the globe -- DocuSign provides a professional trusted solution for Digital Transaction Management™. Questions about the Document? If you need to modify the document or have questions about the details in the document, please reach out to the sender by emailing them directly. Stop receiving this email Report this email or read more about Declining to sign and Managing notifications. If you are having trouble signing the document, please visit the Help with Signing page on our Support Center. Download the DocuSign App This message was sent to you by Lynne Campbell who is using the DocuSign Electronic Signature Service. If you would rather not receive email from this sender you may contact the sender with your request. February 2, 2021 - Page 95 of 180 January 26, 2021 Vail Town Staff and Council In the beginning most businesses provided housing for some of their employees, if not all, as was done in Europe. We were here for the quality of life, not to get rich. In the 80’s it became obvious that you could open a business and make a living but maybe you didn’t have to provide housing. You could just pocket that money as developers were building housing not designed for guests. Somewhere in here the town started requiring employee units in all commercial developments not only for the housing but to have people living in the commercial areas to make a safer situation by having people on site. Was it in the 90’s when the town purchased Timber Ridge in order to guarantee it would stay “affordable” housing. Prior to that, housing was built as a for profit business. Designated housing was restricted by law but could not be designated for that use indefinitely. Later councils actually lifted some of the restrictions. And then the housing ordinance came along: a start but poorly written and benefiting businesses who had not acted responsibly. I do not believe it has ever been reviewed or even simple errors corrected. I read every word of it when I was off all boards and suggested improvements and clarifications but my suggestions were never responded to. And that is where we are today except the pursuit of anything called housing has reached the level of a cult. There needs to be an awareness of the need and a finding of opportunities but not hysteria and artificial deadlines. Currently standards are too easily ignored. Off site impacts are ignored. Quality of construction is not a concern. It is a guaranteed money maker for developers who are treated as though the developer is building a gift to the town rather than a business for himself. The process needs a better balance with other needs and community expectations. The housing documents need a review. To go along with this evolution the quality of our councils has trended toward less capable candidates with less applicable qualifications and experiences. Wanting to give back is NOT a reason to run for office. We have people elected who have not even attended a council meeting and are running to serve a special interest and are February 2, 2021 - Page 96 of 180 commonly committed to a developer. This was on full display by 2005. In addition, the middle class that has traditionally included the movers and shakers and council members left the Gore Valley. And that brings us to the pathetic situation you find your selves in today. It feels like a housing cult has developed in response to lobbying from the business community, a few council members and one staff member all in the name of “community”. If you pay attention “community” is dropped even when it is awkward to use the word because these housing proposals are about money for the developer: not preserving community. Actions today are hurting the community. The InDeed program is good and does promote community. The Booth Creek deal has been compromised since day one. It has ALWAYS received special treatment and has never been held accountable. Even the ownership lacks integrity. The rezoning to housing was done in record time with the bare minimum of review and promises to complete studies after approval which is dishonest at best. Appropriate reviews would have identified the bighorn conflict and if staff had adhered to the Land Use Plan, which advised that the town should acquire the parcel, the town would not be in the legal quagmire you are now in although you show no signs of realizing that. All other processes concerning Booth Heights lacked integrity on the part of staff, council and the developer. The land owner just watched as everything went their way while they openly did nothing. You treated the public with contempt who by the end of the appeal had more factual knowledge of the project than council or staff. The decision to not hire an experienced negotiator was short sighted. The developer had nothing but a plan on paper that was worthless without the land and the Broomfield group who more and more care less and less about our town was not in a hurry and just played you. And now you are reduced to throwing a critical part of the community out of a facility built for them, regardless of ownership, and telling them to sit down and shut up or lose everything. They are the rightful occupants of the building on lot 3 because they were displaced by the housing development on Middle Creek and that developer was February 2, 2021 - Page 97 of 180 required to replace their building that was in his way. It is unethical at best for council to throw them out and put them in a building that can not even get approved by DRB, in a horrible location that is dangerous and possibly can not get licensed. To say nothing of the traffic impacts and conflicts created by forcing this use to this site. The comments a couple of you have made to me about children are dead wrong and even mean which is a huge disappointment to me. Children have been the proof that we are a community and not a sterile resort. Pirate Ship was one of the first things built and Dobson and the library were built for the children knowing our guests would also use them. The town demanded our own school, Red Sandstone, and supported great child care because it is a critical need in a community. The Town of Vail has an ethical responsibility to replace the home they are confiscating. CGL can never afford to buy land or build a new home as they never anticipated they would need to. You lied to them for months by telling them there were no issues with their lease. You have even suggested they change their operation to be absorbed by a national operation. That is not the quality Vail’s children deserve. We have a lot of housing in Vail, probably an appropriate percentage. The huge estate homes now being built in Vail due to the unauthorized change made in the GRFA computations do not have people working from home but they do require a large number of services to maintain the property and service the owners. They should be paying a minimum of $300,000. into a housing fund to mitigate their impacts. We are out of land in Vail to build housing. Grabbing land reserved as open space is not sustainable and is detrimental to the community and our brand. In most cases it is more expensive to build on. There are no valid sustainability arguments to keep building housing in Vail. The letter issued regarding not protecting the Middle bench of Donovan Park was not factual. It is on every housing lobby’s list and was even in the first Booth Heights MOU. February 2, 2021 - Page 98 of 180 You all know I spent more then two decades directly involved in writing law and regulations which were designed to guide, not block, the development we could see was coming. It appears one staff member greatly weakened or rewrote many of the things we worked so hard on. Another staff person enforces his own interpretations. This is detrimental to Vail. I worked hard to be informed. I read all the materials (all but one time), attended every meeting relevant to my role and missed just a couple meetings in 24 years. We had great educational debates. Having a “go along to get along” policy is not constructive. Having a united front is not reassuring. I see things that are wrong and try to inform you. I would think you would be curious why I say what I say or want something fleshed out and call to discuss ideas or comments. Almost never does that happen. I am sorry this is so long but there is much to be said. I know you want to do a good job but you have unknowingly tied your own hands. . Bottom line: the council does not have the expertise essential to run the town nor were you elected to run the town. You are to give direction/goals to the town manager who is supposed to have the skills/expertise to find the best way to get there or tell you why you are off base. Sadly, council does not even have the confidence to have open discussions in front of or with the public where you could get unbiased valuable input. Time for council to step back and serve the entire community. With the best of intentions, Diana Donovan February 2, 2021 - Page 99 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: A Concerned Resident Date:Tuesday, February 2, 2021 9:22:45 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Scott Theodore Bartlett <Scott.Bartlett@colorado.edu>  Sent: Tuesday, February 2, 2021 7:58 AM To: Council Dist List <TownCouncil@vailgov.com> Subject: A Concerned Resident   Hello,   I am an East Vail resident. I have just learned about Vail Resorts recent counter to the agreement reached by Vail residents and Vail Town Council regarding the Booth Heights property. I am dismayed to hear the proposed building is back on the table.   The evidence suggests building on this property would severely threaten Vail's Big Horn Sheep population and as such we citizens have a moral and ethical obligation to fight this proposal.   The word about Vail Resorts late entry into the subject and the seeming underhandedness of their strategy is spreading fast, and with email chains and internet forums will continue to do so.   Please do not sign the pre development agreement and please condemn the Booth Heights property to ensure the protection of our wildlife habitat.   February 2, 2021 - Page 100 of 180 A concerned resident, Scott B February 2, 2021 - Page 101 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Bighorn sheep Date:Tuesday, February 2, 2021 9:26:36 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Joanne Waring <joannewaring@comcast.net> Sent: Tuesday, February 2, 2021 8:23 AM To: Council Dist List <TownCouncil@vailgov.com> Subject: Bighorn sheep To Town of Vail and Vail Resorts, I was shocked to see the recent possible change of plans for the Booth Heights property in East Vail. I would like to add my voice to protect the big horn sheep habitat and continue protecting wildlife in the Vail Valley. I would like to see Vail resorts follow through on its core values of community and environment. There are other options available for development and employee housing that have been explored that do not adversely affect are wildlife population here in the valley. Vail resorts needs to walk the talk and follow its commitment to the environment, Joanne Waring East Vail resident Sent from my iPhone February 2, 2021 - Page 102 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Falls Date:Tuesday, February 2, 2021 9:17:01 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Rossie C Hutcheson <rosshutch@aol.com> Sent: Monday, February 1, 2021 6:52 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Falls Dear Town of Vail Planning, My name is Mary Ross Carter Hutcheson although I go by Rossie. I am the owner of 3 properties on East Vail Valley Road. My parents bought the first property in 1968. I am sorry to learn of proposed Booth Heights project. The area is already congested and parking is limited. Please do not vote for this development. The Big Horn Sheep are one of The Town of Vail’s best PR. Thank you for your consideration. Best, Rossie Hutcheson Rossie Carter Hutcheson President The Beirne Carter Foundation 1802 Bayberry Court, Suite 401 Richmond, VA 23226 Office: 804.288.0300 February 2, 2021 - Page 103 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 9:17:40 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: rolvail@aol.com <rolvail@aol.com> Sent: Monday, February 1, 2021 5:07 PM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights Dear Vail Town Council: I am writing now so as not to consume the Council’s time during your busy meeting Tuesday eve. The VHA, via Jim Lamont, has already provided you with an excellent presentation concerning the language in the Booth Heights land swap agreement. The Booth Heights provisions are the essential core of all the work that you have been doing for the past year and if these, or similar, recommendations are not incorporated into the agreement then we as a town have nothing. The will of the citizens of Vail will have been thwarted by exceptionally unscrupulous behavior on the part of some participants. Also, permitting a VR employee to cast the deciding vote in the initial PEC ruling goes against any sense of fairness with respect to conflict of interest in the first place. I urge you not to allow further degradation of justice and fair play to corrode the will of the citizens of Vail. The last TOV Council election and the resulting excellent efforts on the part of this Council has been a joint effort of our community. Please, let’s not retreat on our enviorment, quality of life and ethical behavior. Respectfully, Rol Hamelin 5167 Gore Cir. E. Vail February 2, 2021 - Page 104 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 9:21:30 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Chip McKeever <chip@denveragency.com>  Sent: Tuesday, February 2, 2021 6:43 AM To: Council Dist List <TownCouncil@vailgov.com> Cc: Lindsey McKeever <misslindsey@mac.com> Subject: Booth Heights   TOV council, As an owner of multiple properties in East Vail, we wanted to share a few words of encouragement in advance of your Booth Heights meeting this afternoon.... Please, please, PLEASE show some conviction here. Stand up for our town, our bighorn sheep, our Aspen grove and our open space. Please don’t be bullied - you’ve offered up an alternative location/solution that is more suitable, so we urge you not to back down. You do important work and we are counting on you to consider the long view of how additional expansion in our Valley, that isn’t necessary, has permanent ramifications. This potential change would forever be recognized as occurring on your watch.... your legacy.     We are bewildered how and why a company that has made an Epic Promise to protect our environment can so hypocritically and without compromise wish to destroy and build upon a known natural treasure.    February 2, 2021 - Page 105 of 180 Further, after another winter weekend welcoming 619 parked cars along the frontage road approaching East Vail, have we not been accommodating enough of VR’s over-promising? Space in our mountain town is finite and VR will push and push and push, per their fiduciary responsibilities to shareholders, and continue to develop and over populate. What has VR done for the TOV? It sure seems like the balance is off. Again, there are other options aside from this proposed building site, if development is necessary. Please demand those be pursued.    Thanks for representing all nature lovers and property owners.    Chip McKeever (owner of Booth Creek Townhome A1 and 4030 bighorn Rd)   February 2, 2021 - Page 106 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 9:27:16 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Runblondie49@comcast.net <Runblondie49@comcast.net> Sent: Tuesday, February 2, 2021 9:24 AM To: Council Dist List <TownCouncil@vailgov.com> Cc: runblondie49@comcast.net Subject: Booth Heights Dear Mr. Mayor and Council Members, I come before you feeling the same way some of you do, blind sided and duped. After 13 months of negotiations we learned the BH development is back on the table. Or maybe, according to Kyle Griffith of Vail Resorts, it was never off the table. The VR letter was threatening, bullying and not representative of a corporation committed to the environment, sustainability, wildlife or the values of our community. Vail citizens entrusted the negotiating process to you.You adopted the posture of a “United” Council on this issue and asked for our support. “Cease and Desist” if you will. Remain silent. We complied. Covid restrictions reinforced our silence and citizen participation dwindled. Executive sessions spiked and the people’s business was often conducted behind closed doors. We received no updates. “Trust us.” The “Alternative Housing Initiative” was born and you were at the helm along with Mr. Ruther and others. We heard “win win” over and over and the swap parcel was identified; Middle Creek Lot 3. The hiccup involved re- zoning and displacing the CGL. On the street some referred to it as “Sophie’s Choice”.....Bighorn sheep or Children. Many locals squirmed in silence. We believed it could be a win win. BH would be preserved, the sheep would be safe, housing goals would be met with the trade and the pre school would be thoughtfully re-located. We were wrong. You were wrong. You were duped and you are once again putting yourselves at risk with the revised pre- development agreement that sits before you tonight. Cowering to Vail Resorts sets an ugly and dangerous precedent and excuses their indecent actions. We are better than this. And trusting Triumph Development and hoping they do not share the same DNA as Vail Resorts is both reckless and naive. Moving forward with 2 deed restricted developments will not erase the fumbling and gross mismanagement of this entire process. Booth Heights and the Bighorn sheep remain unprotected. Abandoned. February 2, 2021 - Page 107 of 180 And the fate of the CGL remains bleak, at best. Our town is broken and you, the sitting Council, are facing a crisis—a severe breach of trust. We did not elect staff to run our town. We elected you. Stop the bleeding. Please vote to reject this revised pre-development agreement and return it for a re-draft. You have a thoughtful blueprint submitted by Mr. Lamont which should be given careful consideration. Do the right thing and restore some dignity to the process. Take another look at the Town of Vail survey. Listen to your constituents. Sincerely, Blondie Vucich Vail Sent from my iPad February 2, 2021 - Page 108 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 9:24:38 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: daniel frederick <danieljfrederick@icloud.com> Sent: Tuesday, February 2, 2021 8:03 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights I urge the Council to consider the powers available as a Government to determine the future of critical wildlife within town borders. This and the misleading intent by the “owner” and development team is plain wrong!! Daniel Frederick - Vail Sent from my iPhone February 2, 2021 - Page 109 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: DRAFT agreement for deed-restricted housing Date:Tuesday, February 2, 2021 9:16:02 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Diana Donovan <dianamdonovan@msn.com> Sent: Monday, February 1, 2021 5:49 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: DRAFT agreement for deed-restricted housing This was a process to guarantee the protection of the Bighorn Sheep in East Vail. Now it is about deed-restricted housing on two parcels. No mention of the sheep in any way. The public deserves a clear explanation of how you went from saving Bighorns to developing housing on two different parcels. You asked the public to lay low and not endanger the process. What was the process besides secretive? Deeply disappointing! February 2, 2021 - Page 110 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Stop Booth Heights Proposal! Date:Tuesday, February 2, 2021 9:22:00 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: lindsey mckeever <misslindsey@mac.com> Sent: Tuesday, February 2, 2021 7:17 AM To: Council Dist List <TownCouncil@vailgov.com>; Lindsey McKeever <misslindsey@mac.com> Subject: Stop Booth Heights Proposal! Dear Vail Town Council, I implore you as representatives of your community to fight back the proposed development of Booth Heights in my neighborhood, my home, our open space. Having grown up in the Vail Valley, each year becomes harder and harder to stomach what Vail Resorts has done to our little town. They have eaten up the Village and Lionshead and now intend to do the same with what is left with our precious open spaces. Why? With other options presented to them? How did this happen? How have they gone against the goodwill with our community and how has the Town let this happen? Again, I ask you to fight back. We’ve lost so much to this money grabbing corporation, don’t let us loose our land and our bighorn sheep. Please, please, please. Thank you, Lindsey McKeever ..... February 2, 2021 - Page 111 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Town of Vail and Triumph Development for Deed-Restricted Housing on Two Sites Date:Tuesday, February 2, 2021 9:25:26 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Vickie Strate <vickster19@comcast.net>  Sent: Tuesday, February 2, 2021 8:15 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Town of Vail and Triumph Development for Deed-Restricted Housing on Two Sites   Good morning: I would like to voice my opposition to the proposed development in Vail. It appears that the current agreement has a loophole which could violate the original intent of protecting our wildlife by allowing Triumph to sell its rights to a different developer and skirt the intent of the original location swap and as a part-time resident, I am very much opposed to this . . . please do not approve this proposal.   Thank you-   Vickie Strate 4862 Meadow Lane East Vail     February 2, 2021 - Page 112 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Project Date:Tuesday, February 2, 2021 9:33:31 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Debbie Hawley <debbiehawley@aol.com> Sent: Tuesday, February 2, 2021 8:43 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights Project I oppose project. Dr Deborah S Hawley February 2, 2021 - Page 113 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 9:27:16 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Runblondie49@comcast.net <Runblondie49@comcast.net> Sent: Tuesday, February 2, 2021 9:24 AM To: Council Dist List <TownCouncil@vailgov.com> Cc: runblondie49@comcast.net Subject: Booth Heights Dear Mr. Mayor and Council Members, I come before you feeling the same way some of you do, blind sided and duped. After 13 months of negotiations we learned the BH development is back on the table. Or maybe, according to Kyle Griffith of Vail Resorts, it was never off the table. The VR letter was threatening, bullying and not representative of a corporation committed to the environment, sustainability, wildlife or the values of our community. Vail citizens entrusted the negotiating process to you.You adopted the posture of a “United” Council on this issue and asked for our support. “Cease and Desist” if you will. Remain silent. We complied. Covid restrictions reinforced our silence and citizen participation dwindled. Executive sessions spiked and the people’s business was often conducted behind closed doors. We received no updates. “Trust us.” The “Alternative Housing Initiative” was born and you were at the helm along with Mr. Ruther and others. We heard “win win” over and over and the swap parcel was identified; Middle Creek Lot 3. The hiccup involved re- zoning and displacing the CGL. On the street some referred to it as “Sophie’s Choice”.....Bighorn sheep or Children. Many locals squirmed in silence. We believed it could be a win win. BH would be preserved, the sheep would be safe, housing goals would be met with the trade and the pre school would be thoughtfully re-located. We were wrong. You were wrong. You were duped and you are once again putting yourselves at risk with the revised pre- development agreement that sits before you tonight. Cowering to Vail Resorts sets an ugly and dangerous precedent and excuses their indecent actions. We are better than this. And trusting Triumph Development and hoping they do not share the same DNA as Vail Resorts is both reckless and naive. Moving forward with 2 deed restricted developments will not erase the fumbling and gross mismanagement of this entire process. Booth Heights and the Bighorn sheep remain unprotected. Abandoned. February 2, 2021 - Page 114 of 180 And the fate of the CGL remains bleak, at best. Our town is broken and you, the sitting Council, are facing a crisis—a severe breach of trust. We did not elect staff to run our town. We elected you. Stop the bleeding. Please vote to reject this revised pre-development agreement and return it for a re-draft. You have a thoughtful blueprint submitted by Mr. Lamont which should be given careful consideration. Do the right thing and restore some dignity to the process. Take another look at the Town of Vail survey. Listen to your constituents. Sincerely, Blondie Vucich Vail Sent from my iPad February 2, 2021 - Page 115 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Broken Promise leads to bad publicity Date:Tuesday, February 2, 2021 9:35:43 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Tom Burch <tomburch@burchllc.com> Sent: Monday, February 1, 2021 5:22 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Broken Promise leads to bad publicity Dear Town Council, It was with shock and disbelief that I read today’s Vail Daily’s headline: "Booth Heights Saga Continues.” Vail Resorts has broken a promise to the Town of Vail and all of its guests at every resort. Here is their Mission statement: At Vail Resorts, EVERYTHING we do is built upon the PROMISE of bringing together the mountains, our COMMUNITIES, employees and guests to ignite a passion for the outdoors, CONSERVE the NATURAL ENVIRONMENT and support our local communities for a bright sustainable future. Really???? If the Booth Heights project goes forward, it will kill the east Vail herd of Big Horn Sheep. We know that from the testimony of experts. Without the pasture they will starve to death or sacrifice themselves to I-70. Maybe it would be more humane if Vail Resorts hired someone to just shoot the herd. It is better than slowly starving to death. And I have never been able to get a clear understanding of why VR would only have to pay 2 years of back property taxes on the land. If it had previously been thought to be CDOT property, does that mean taxpayers dollars have been spent to pay taxes for Vail Resorts since 1981??? Yikes, Robin Burch 3225 Katsos Ranch Rd Vail, CO 81657 February 2, 2021 - Page 116 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Broken Promise leads to bad publicity Date:Tuesday, February 2, 2021 9:35:43 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Tom Burch <tomburch@burchllc.com> Sent: Monday, February 1, 2021 5:22 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Broken Promise leads to bad publicity Dear Town Council, It was with shock and disbelief that I read today’s Vail Daily’s headline: "Booth Heights Saga Continues.” Vail Resorts has broken a promise to the Town of Vail and all of its guests at every resort. Here is their Mission statement: At Vail Resorts, EVERYTHING we do is built upon the PROMISE of bringing together the mountains, our COMMUNITIES, employees and guests to ignite a passion for the outdoors, CONSERVE the NATURAL ENVIRONMENT and support our local communities for a bright sustainable future. Really???? If the Booth Heights project goes forward, it will kill the east Vail herd of Big Horn Sheep. We know that from the testimony of experts. Without the pasture they will starve to death or sacrifice themselves to I-70. Maybe it would be more humane if Vail Resorts hired someone to just shoot the herd. It is better than slowly starving to death. And I have never been able to get a clear understanding of why VR would only have to pay 2 years of back property taxes on the land. If it had previously been thought to be CDOT property, does that mean taxpayers dollars have been spent to pay taxes for Vail Resorts since 1981??? Yikes, Robin Burch 3225 Katsos Ranch Rd Vail, CO 81657 February 2, 2021 - Page 117 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: No Development on Booth Heights Date:Tuesday, February 2, 2021 9:51:47 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: b ducey <bartducey@hotmail.com>  Sent: Tuesday, February 2, 2021 9:49 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: No Development on Booth Heights   Dear Vail Town Council Members,   I strongly encourage you to oppose any future development on the Booth Heights site.  The proposed housing is to the detriment and possible extinction of the bighorn sheep herd which habitually uses the area.   Sincerely,   Michael Bartholomew Ducey Vail Resident February 2, 2021 - Page 118 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Date:Tuesday, February 2, 2021 10:57:14 AM Attachments:I was astonished to read Vail Resort.docx image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Tom Vucich <vucicht@gmail.com>  Sent: Tuesday, February 2, 2021 9:57 AM To: Council Dist List <TownCouncil@vailgov.com> Cc: Tammy Nagel <TNagel@vailgov.com> Subject:   Please see attached for my comments re: tonight's council meeting. Thank you.   Tom Vucich February 2, 2021 - Page 119 of 180 To Vail Town Council, I was astonished to read Kyle Griffith’s (of Vail Resorts) letter to the town regarding the PDA being considered tonight. Initially, it seemed to me that Scot Robson’s response letter was thoughtful, factual and clearly in the spirit of desiring an on-going partnership to successfully complete the alternative housing site initiative to Booth Heights. Since then, the amended document before you tonight indicates someone has caved to Mr. Griffith’s threats and legalistic intimidation. Please don’t succumb to those threats. For 13 months the Vail citizenry has been led down a path to tonight—trusting our “united council” to find a way to partner with VR and Triumph in finding a better development parcel for them, adding to workforce housing and ultimately saving the Booth Heights parcel from development and saving the Bighorn Sheep. The public was essentially asked to be patient—to trust the process that was underway in the negotiations between the town, VR and Triumph. February 2, 2021 - Page 120 of 180 Mr. Griffith’s letter is so in your face it’s hard to believe they were in any way acting in good faith for the past 13 months. Did Mr. Griffith ever attend any of the many executive sessions and express what’s in his letter? Did he ever inform the town that “VR is committed to moving forward as soon as possible with the BH project” or of any other concerns about the land swap as it progressed? It’s not so hard to see that VR’s position changed significantly only after the town extended the entitlements on Booth Heights until 2024 and finalized re-zoning on the Lot 3 Middle Creek parcel—in good faith on the town’s part, but in my view, in conflict with VR’s stated Code of Ethics to “operate with integrity and do the right thing” on their part. And, let’s not all be so inclined to believe that there is some sort of schism between VR and Triumph regarding ownership of the BH so called intellectual property re: plans and approvals. Item 4 (b) recently added to the PDA before you tonight is telling and concerning—I think you should share my skepticism. February 2, 2021 - Page 121 of 180 This PDA as presented is not ready to be approved. Please deny it and send it back for the suggested changes offered by the Vail Homeowners Association—and rebuff the threats our community’s supposed partner, Vail Resorts, is currently making. I would hope you, as a council can be “united” in denying this tonight, but if not, I know there are 4 of you who’ve opposed the BH project all along—this needs to be amended and fought for or it won’t be an “alternative site initiative”—it will clearly be an “additional site proposal” which was never the intent or outcome any of us expected or wanted. The opposition to re-zoning the Children’s Garden of Learning site would have been fierce if it was known Booth Heights would be developed anyway by Vail Resorts. Tom Vucich Vail February 2, 2021 - Page 122 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Colorado Wildlife Federation letter re draft revised pre-development agreement [Booth Heights] Date:Tuesday, February 2, 2021 11:03:53 AM Attachments:Colorado Wildllife Federation letter re 22 Town Council mtg.pdf image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Suzanne CO <cwfed@coloradowildlife.org>  Sent: Monday, February 1, 2021 8:18 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Colorado Wildlife Federation letter re draft revised pre-development agreement [Booth Heights]   Colorado Wildlife Federation had participated throughout the earlier process during 2019 before the Planning and Environmental Commission and the Vail Town Council as to the Booth Heights parcel. Please accept and consider the attached letter today as to the Town Council's consideration of the draft revised pre-development agreement on February 2.    Sincerely,   Suzanne O'Neill   Suzanne O'Neill Executive Director Colorado Wildlife Federation February 2, 2021 - Page 123 of 180 1580 Lincoln Street, Suite 1280 Denver CO 80203 303-987-0400 303-919-3949 cell cwfed@coloradowildlife.org coloradowildlife.org   February 2, 2021 - Page 124 of 180 February 1, 2021 Re: draft revised pre-development agreement with Triumph Development (Booth Heights) Dear Mayor and Vail Town Council: Colorado Wildlife Federation (CWF) is a tax exempt, 501(c)(3) non-profit corporation, founded in 1953, whose mission and purpose is to advocate and educate for sound wildlife conservation and management policy in Colorado. Its members and supporters are anglers, wildlife viewers, hunters, photographers, other outdoor recreationists, and people who want to conserve quality of life as enhanced by Colorado’s unparalleled wildlife resource. The matter before you, a pre-construction agreement, has direct ramifications to Colorado’s bighorn sheep, our state mammal, to wildlife conservation interests, the wildlife viewing public in Colorado and to the Vail community. A decision that will lead to development of the Booth Heights parcel will produce long-term adverse consequences that will prove, in all probability, irreversible to the Gore-Eagles Nest bighorn sheep herd, an iconic and treasured symbol of Colorado and of the Vail community. CWF asks you to include this letter in your record. Unfortunately, the public became aware of this proposed agreement on Friday January 29 and we believe our letter submitted only three calendar days later should be deemed timely. As recently as 2007, the Gore-Eagles Nest bighorn sheep herd consisted of 100 sheep. The herd has declined in number and Colorado Parks and Wildlife (CPW) estimated its current size at 60 pursuant to its 2019-2020 winter aerial and ground survey counts: 28 ewes (adult female sheep), 11 lambs born in 2019 and 24 rams, less three mortalities from traffic collisions at the East Vail frontage road and I-70. CPW S-2 Winter Ground Counts & Classification, 2019-2020. Policy to conserve Colorado’s bighorn sheep must be based upon the most current science. The scientific studies and experts teach us of the biological realities of fidelity and the role of severe winter range. It is an uncontroverted biological fact that bighorn sheep – especially ewes and lambs – exhibit high fidelity to their range. In other words, bighorn sheep do not pioneer new range areas well. “Immigration and emigration are relatively insignificant in most bighorn sheep populations because of high range fidelity.” John Beccham, et.al., Rocky Mountain Bighorn Sheep: A February 2, 2021 - Page 125 of 180 Technical Conservation Assessment, U.S. DEP’T OF AG., FOREST SERVICE, ROCKY MOUNTAIN REGION, SPECIES CONSERVATION PROJECT at 20, available at https://www.fs.usda.gov/Internet/FSE_DOCUMENTS/stelprdb5181936.pdf. “Bighorn sheep behavior patterns are extremely rigid and ritualized and play an important role in population persistence.” Studies suggest that bighorns do not adjust well to perturbations in these behavioral patterns.” Id. p 31. According to CPW, the parcel is relied upon for survival particularly by the ewes and lambs, which are key to maintaining a herd’s stable population. Small, isolated populations are more vulnerable to extirpation than larger, interconnected populations. The location of the Booth Heights parcel is a critical, occupied area of the herd’s very small severe winter range. Elimination of this area would be a direct loss of 5.4 acres of severe winter habitat. CPW defines severe winter range as “that part of the overall range where 90% of the individuals are located when the annual snowpack is at its maximum and/or temperatures are at a minimum in the two worst winters out of 10.” Colorado Parks and Wildlife 2020 Status Report: Big Game Winter Range and Migration Corridors (April 1, 2020). Greater winter severity results in smaller seasonal range size. According to CPW in 2019, the parcel is relied upon for survival particularly by the ewes and lambs, which are key to maintaining a herd’s stable population. The sheep inhabit winter range for far more time than just during the winter. The 5.4-acre parcel serves as foraging and connecting habitat at this high elevation, enabling the adult female sheep and lambs to access the forage along the frontage road. CPW noted that there is little severe winter range available and that “every little bit helps.” in July and August 2019, the independent expert bighorn sheep biologists engaged by the Town of Vail, when the matter was before the Planning and Environmental Commission, clearly expressed their professional opinion that loss of the 5.4-acre parcel would be extremely harmful to this bighorn sheep herd. Throughout their review process, the independent biologists reiterated that the only way to protect the sheep was to select an alternative site for the housing project. In his July 3, 2019 statement, one of these independent experts. Richard Kahn, stated, “[t]he herd is constrained to a very small portion of their range during the winter. This is exacerbated in harsh winters with low temperatures and deep snow." He also emphasized, “This [elevation] and the persistence of deep snow into spring makes this herd particularly vulnerable to winter stresses from limited food sources…..Based on my experience with bighorn sheep I can find absolutely no beneficial effects this project on bighorn sheep. There will be a net loss of habitat, significant human-related disturbance and the potential impacts of habitat improvement may never be fully realized due to bighorn sheep behavior, elk impacts on aspen regeneration and the highly variable responses of bighorn sheep to vegetation manipulation. This project increases the likelihood that an already compromised bighorn sheep herd will have an increased risk of extirpation." CPW’s Area Manager, too, had communicated a similar opinion when expressly asked by the Town Council during the October 2019 proceeding. February 2, 2021 - Page 126 of 180 CWF implores the Town Council to table a decision on this draft revised pre-development agreement pending consideration of future development’s likely irreversible impact (that is, extirpation) to the Town’s iconic bighorn sheep herd. Sincerely, Suzanne O’Neill Executive Director Colorado Wildlife Federation 1580 Lincoln Street, Suite 1280, Denver, Colorado 80203 (303) 987-0400 www.coloradowildlife.org cwfed@coloradowildlife.org February 2, 2021 - Page 127 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Bighorn Parcel Agreement Date:Tuesday, February 2, 2021 11:05:07 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Josef Staufer <joestaufer@live.com>  Sent: Tuesday, February 2, 2021 11:01 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Bighorn Parcel Agreement   Mayor and Town Council Town of Vail Vail, Colorado 81657 Via - email February 2, 2021 Dear Mayor and Council Members: February 2, 2021 - Page 128 of 180 For over a year, the Town has negotiated in good faith regarding the “sheep pasture” and the Booth Heights parcel. Vail Resorts left those negotiations to “attend their core business.” Now, at the 11th hour, they have announced they have no intention of giving up development rights on the parcel in question. Vail Resorts has no interest in being our partners, neither on this issue or on any other. It is time we realize that.. It is time for us to realize that if we continue down the path they’re leading us down, we will lose our customers and we will lose our community. It is time to realize our supposed “partners” may have left us no choice but to proceed with condemnation. In the 1970’s, we had the brains to realize that if we kept going in the direction of rapid development, we would lose everything that made Vail a wonderful place to live, work, and visit. We put the brakes on. We condemned Ford Park. We put in the RETT fund to secure more open space. All told, we protected 1/3 of the Gore Valley floor as open space. That was my generation’s legacy. How you deal with the Bighorn parcel will be your legacy. You have the power to protect open space, protect bighorn sheep, and maintain the feeling our community is connected and friendly to its environment. Or you can follow Vail Resorts down the path to over-crowding, and over- development and eventually, drive everyone who actually cares about the place away. It’s time to put the brakes on and have a look at what you’re February 2, 2021 - Page 129 of 180 leaving behind. The Town has no business being party to any agreement that leaves the door open for future development of the Bighorn parcel. Sincerely, Joe Staufer February 2, 2021 - Page 130 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 10:56:46 AM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Kathryn Middleton <katmidds@gmail.com>  Sent: Tuesday, February 2, 2021 10:10 AM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights   Hello Mayor & Town Council Members, I am very concerned about any development on the Booth Heights site. It seems to me that this is a might versus right argument. I am emailing to give a voice to the voiceless, namely representing the bighorn sheep and their right in this case. Bighorn sheep have revived themselves in Colorado over the past 50 years, however they are still threatened by human activity such as year-round recreation and development. Although you all already know this, it is my request that you look more deeply into your hearts and consider the bighorn sheep's natural instinct to survive and that the human impact of a Booth Heights development will most likely mean that this herd will not survive. It is a small herd without a lot of options to relocate naturally. Although this bighorn sheep herd seems to havehabituated themselves to our presence on the Booth Heights site with the Pitkinrecreational trail, Frontage Rd, I-70 and other human disturbances and development, evenmild alarm can cause stress and undue energy expenditure for all bighorn sheep.Their seasonal winter migration is only the short distance down from the Booth/Pitkin drainages to the south and southwest-facing slopes of the I-70 corridor in east Vail. Do we really want to further disrupt this already disturbed habitat that is precious to them? All that being said, I am in full support of the letter from the Vail Homeowners Association February 2, 2021 - Page 131 of 180 (VHA) dated 1/31/21 to the Mayor and Town Council, and the objections to the Pre- Development Agreement with Triumph Development as it is currently written. I also recommend, and am in favor of the re-write of paragraph #4 as they (VHA) have drafted it for a revised pre-development plan.   Thanks for hearing my thoughts,Kathryn Middleton(970) 376-1076katmidds@gmail.com February 2, 2021 - Page 132 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights/Triumph pre-development agreement Date:Tuesday, February 2, 2021 10:55:09 AM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: Kerala WR <kkdoit77@gmail.com> Sent: Tuesday, February 2, 2021 10:45 AM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights/Triumph pre-development agreement Good morning, I wanted to voice my concern at the threatening nature of Vail Resorts latest stand on developing Booth Heights. I urge the Council to amend the pre-development agreement such that it protects the Town and Triumph from litigation from Vail Resorts, and further protects the Booth Heights area from development. The fact that we need workforce housing is not a new phenomenon; VR has had decades to address this issue and has done little about it. Housing needs to be closer to the work, i.e. town and ski slopes. There is a win-win situation, but VRs current stance is not it. Nor are they acting in anyway that is inline with their supposed stance on ethics, the environment, the community, nor their employees. Please stand up to their bullying. Respectfully, Kerala Rush February 2, 2021 - Page 133 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Letter Date:Tuesday, February 2, 2021 10:55:58 AM Attachments:Letter from Cindy Ryerson.pdf image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Cynthia Ryerson <cindyvvss@mac.com>  Sent: Tuesday, February 2, 2021 10:13 AM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Letter   Dear Vail Town Council Members,   I am Cindy Ryerson residing at 4859 Meadow Dr. unit B Vail Colorado. I am submitting this letter to be admitted into record at tonight‘s 2/2/21 town Council meeting.  This email was mailed yesterday to Rob Katz and I have forwarded it to Bruce Finley at the Denver post. Thank you ,  Cindy Ryerson 4859 Meadow Drive Unit B February 2, 2021 - Page 134 of 180 Vail, Co. 81657 970-390-5759 Sent from my iPhone February 2, 2021 - Page 135 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 4:44:12 PM Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com -----Original Message----- From: CCC <14erhiker@gmail.com> Sent: Tuesday, February 2, 2021 4:31 PM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights Dear Vail Town Council Members, Please do whatever it takes to preclude any and all development on the property east of Vail Mountain School in perpetuity. The terrain is essential to the survival of Vail’s herd of Bighorn Sheep, as attested to by wildlife experts. You, as stewards of Vail’s tomorrows, have the distinct responsibility of protecting this parcel for generations to come. Thank you for your service to the Town of Vail, its citizens and guests. Sincerely, Charlyn C. Canada 2940 Mann’s Ranch Road Vail, Colorado (970)471-0323 Sent from my iPhone February 2, 2021 - Page 136 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights | Opposed to Pre-Development Agreement with Triumph Development Date:Tuesday, February 2, 2021 3:29:02 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: ldmontan@comcast.net <ldmontan@comcast.net>  Sent: Tuesday, February 2, 2021 3:10 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Cc: ldmontan@comcast.net Subject: Booth Heights | Opposed to Pre-Development Agreement with Triumph Development   We are writing to express our continuing opposition to ANY development at Booth Heights.   This includes our opposition to the draft pre-development agreement the Town Council is considering at tonight’s meeting.    The Booth Heights open space needs to be preserved for the Bighorn Sheep herd.  The TOV and the Town Council must find a way to preserve the open space.   Sincerely, Larry Montan Jerry Johnson 2875 Manns Ranch Road, A2 Vail, CO  81657   612 840 0457 February 2, 2021 - Page 137 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Development- NO! Date:Tuesday, February 2, 2021 4:48:12 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Collins Canada Kelly <alpenglow80@gmail.com>  Sent: Tuesday, February 2, 2021 4:46 PM To: Council Dist List <TownCouncil@vailgov.com> Subject: Booth Heights Development- NO!   Dear Vail Town Council Members,   I am so disappointed that Vail Resorts continues to push for development on the land near the East Vail exit. The "Booth Heights" development is strongly opposed by a large number of property owners in Vail.    Please stand firm and work to preserve this land from development. As cited by wildlife experts, this land is critical winter habitat for the endemic bighorn sheep herd. The addition of a high-density housing development would not only degrade the environment but also cause irreparable damage to the natural beauty of Vail's East entrance.    Vail Resorts is not acting in the interest of the environment, the health of the Vail Community, or the wishes of current residents in the neighborhood (human and wild). Vail Resorts is now only acting in the interest of its stockholders.   February 2, 2021 - Page 138 of 180 Council members, please counter this move by VR and Triumph with a definitive "NO" to the development of the "Booth Heights" parcel.   Thank you,   Collins Kelly 2875 Manns Ranch Rd. Unit G4 Vail, CO 81657 (970) 485-5842   February 2, 2021 - Page 139 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Booth Heights Date:Tuesday, February 2, 2021 5:28:01 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Christie Hochtl <cjbhochtl@gmail.com>  Sent: Tuesday, February 2, 2021 5:16 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Subject: Booth Heights   No! No! No! Do not allow VR to develop Booth Heights.  I thought the sheep were safe, what happened? No times 10 for all members of the Hochtl families!   Christie and Karl Hochtl 890 Red Sandstone Circle Vail, O\CO 81657 cjbhochtl@gmail.com February 2, 2021 - Page 140 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: Feb.2 Meeting Booth Heights Decision Date:Tuesday, February 2, 2021 6:53:16 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Anne Esson <alesson055@gmail.com>  Sent: Tuesday, February 2, 2021 5:58 PM To: Council Dist List <TownCouncil@vailgov.com>; Scott Robson <SRobson@vailgov.com>; Suzanne Silverthorn <SSilverthorn@vailgov.com>; Kristen Bertuglia <KBertuglia@vailgov.com> Subject: Feb.2 Meeting Booth Heights Decision   Ladies and gentlemen:    It is high time to stop bargaining, negotiating with Vail Resorts, which has proven itself again a faithless partner.  Ask others who have tried to do it. Ask the Gilette's, ask former officials of the Town of Breakinridge, ask others known to you if it resulted in a win for all parties. Vail officials are paid to play hardball only. They are not troubled by the scruples, norms of most of us. They protect their assets & may well wind up with yours.   Don't be put off by threats of litigation as they may well launch this effort despite whatever you do. Just use your weapon of condemnation to stop their plans for the BH property, then declare it designated open space--- as earlier Town leaders courageously did to stop developer plans for the parcel that is now Ford Park.    February 2, 2021 - Page 141 of 180 Anne Esson February 2, 2021 - Page 142 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: February 02, 2021 Town Council Regular Evening Meeting Confirmation Date:Tuesday, February 2, 2021 8:07:07 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: coltenllc@gmail.com <coltenllc@gmail.com>  Sent: Tuesday, February 2, 2021 6:59 PM To: Tammy Nagel <TNagel@vailgov.com> Subject: FW: February 02, 2021 Town Council Regular Evening Meeting Confirmation         Jerry Colten 719-491-2381 ColtenLLC@gmail.com   From: Tammy Nagel <no-reply@zoom.us>  I’m very comfortable with Zoom-Use it several hours a day. I came on and could see about 6 of you. I raised my hand and you called on me but, I did not come up on the screen and had no audio. I wasn’t able to join until 6:25. I’m sorry for the problem. I was just concerned how Triumph got into, what appeared to me, a position of strength.? Why would they be in control of the plans and the development. Who were they working for? I have a home in East Vail and February 2, 2021 - Page 143 of 180 another one that one of my sons rents from me. My other son has a home in East Vail. So, 3 homes and concerned about losing the Bog Horn Sheep and concerned about the housing that would replace it. Just curious how we MAY have lost control…..I have read the news for the last year-I feel like I missed something. Anyways, I guess I’ll get caught up in the next TOV letter but confused why we have to go to litigation---does TOV own the land or VR?……I must be mistaken-I thought TOV owned it. Thanks, Jerome Colten Sent: Monday, February 1, 2021 11:14 AM To: ColtenLLC@gmail.com Subject: February 02, 2021 Town Council Regular Evening Meeting Confirmation   Hi Jerome Colten, Thank you for registering for "February 02, 2021 Town Council Regular Evening Meeting". Please submit any questions to: tnagel@vailgov.com Date Time: Feb 2, 2021 06:00 PM Mountain Time (US and Canada) Join from a PC, Mac, iPad, iPhone or Android device: Click Here to Join Note: This link should not be shared with others; it is unique to you. Add to Calendar Add to Google Calendar Add to Yahoo Calendar Description: February 02, 2021 Town Council Regular Evening Meeting Or iPhone one-tap : US: +13462487799,,85448524394# or +16699006833,,85448524394# Or Telephone: Dial(for higher quality, dial a number based on your current location): US: +1 346 248 7799 or +1 669 900 6833 or +1 253 215 8782 or +1 312 626 6799 or +1 646 558 8656 or +1 301 715 8592 Webinar ID: 854 4852 4394 International numbers available: https://us02web.zoom.us/u/kcdQuZ76uk You can cancel your registration at any time. February 2, 2021 - Page 144 of 180   February 2, 2021 - Page 145 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: February 02, 2021 Town Council Regular Evening Meeting Confirmation Date:Tuesday, February 2, 2021 8:07:14 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: Richard M. Leslie <richardmleslie@me.com>  Sent: Tuesday, February 2, 2021 6:57 PM To: Tammy Nagel <TNagel@vailgov.com> Subject: Re: February 02, 2021 Town Council Regular Evening Meeting Confirmation   HOW DISCOURAGING TO SIGN ON AT 6:00 AND TRY TO SPEAK FOR 45 MINUTES AND NEVER BE ALLOWED BY YOU, EVEN THOUGH YOU ACKNOWLEDGED SEEING ME. I spoke against building at Booth Heights to the Counsel 3 years ago when VR sought     a Zoning change. I begged the Council NOT to grant it. The Council assured me, and all the others who opposed the zoning change, that It was “no problem, that the Council would retain control”. I said as a trial lawyer that was FALSE and that Council MUST not grant the Zoning change. Now the Council MUST not pass this new Agreement, but MUST condemn the property under Eminent Domain. (It may also be possible to rezone it again, but Town Counsel would have to advise on the legality of that.) On Jan 30, 2021, at 3:19 PM, Tammy Nagel <no-reply@zoom.us> wrote:   Hi Richard Leslie, Thank you for registering for "February 02, 2021 Town Council Regular Evening Meeting". Please submit any questions to: tnagel@vailgov.com Date Time: Feb 2, 2021 06:00 PM Mountain Time (US and Canada) Join from a PC, Mac, iPad, iPhone or Android device: Click Here to Join Note: This link should not be shared with others; it is unique to you. Add to Calendar Add to Google Calendar Add to Yahoo Calendar Description: February 02, 2021 Town Council Regular Evening Meeting Or iPhone one-tap : US: +13462487799,,85448524394# or +16699006833,,85448524394# Or Telephone: Dial(for higher quality, dial a number based on your current location): US: +1 346 248 7799 or +1 669 900 6833 or +1 253 215 8782 or +1 312 626 6799 or +1 646 558 8656 or +1 301 715 8592 Webinar ID: 854 4852 4394 International numbers available: https://us02web.zoom.us/u/kcdQuZ76uk You can cancel your registration at any time.   February 2, 2021 - Page 146 of 180 From:Tammy Nagel To:Stephanie Bibbens Subject:FW: opposition to Booth Heights Date:Tuesday, February 2, 2021 8:06:54 PM Attachments:image001.png     Tammy Nagel Town Clerk Town Clerk’s Office 970.479.2136 970.479.2157 fax vailgov.com   From: John <johnwaring@comcast.net>  Sent: Tuesday, February 2, 2021 8:00 PM To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com> Cc: John <johnwaring@comcast.net> Subject: opposition to Booth Heights   Dear Vail Town Council, As a 20 year resident of East Vail, I wish to express my opposition to the plans for development of the Booth Heights area. I do realize that a need exists for employee housing and support this idea although I believe there are far more suitable sites without the environmental impact that the Booth Heights project would have.   Please recognize the input of the Vail and especially East Vail residents as valid and of great concern.   Sincerely, John Waring   Sent from Mail for Windows 10   February 2, 2021 - Page 147 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution No. 6, S eries of 2021, a R esolution approving a scope of work, total project budget, and project timeline for the design development/entitlement process for residential development on L ot 3, Middle Creek and authorizing the execution of a prof essional services agreement with Triumph Development West, L L C . P RE S E NT E R(S ): George Ruther, Housing Director AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with modifications, or deny Resolution No. 6, Series of 2021. B AC K G RO UND: T he purpose of this agenda item is to present for approval, a scope work, total project budget, and project timeline f or the design development/entitlement process for deed-restricted housing on L ot 3, Middle Creek. Residential development on L ot 3, Middle C reek is a key component to advancing the Vail Town C ouncil's Alternate Housing S ites I nitiative. S TAF F RE C O M M E ND AT I O N: Approve Resolution No. 6, S eries of 2021. AT TAC H ME N TS : Description Resolution No 6 S eries of 2021 Scope of W or k Budget Timeline Memorandum 02022021 Resolution No. 6 - Triumph P S A February 2, 2021 - Page 148 of 180 To: Vail Town Council From: George Ruther, Housing Director Date: February 2, 2021 Subject: Resolution No. 6, Series of 2021, a Resolution Authorizing a Professional Services Agreement Between the Town of Vail and Triumph Development West LLC. 1. SUMMARY The purpose of this memorandum is to present for approval a scope work, total project budget, and project timeline for the design development/entitlement process for deed-restricted housing on Lot 3, Middle Creek and authorize a professional services agreement with Triumph Development. The development of deed-restricted housing on Lot 3, Middle Creek is a key element of a larger Alternate Housing Sites Initiative directed by the Vail Town Council. The Alternate Housing Sites Initiative was undertaken, in large part. to achieve the following community objectives: • Achieve the Town adopted housing goal of acquiring 1,000 additional deed restrictions by the year 2027, and • To protect, preserve, and enhance critical wildlife habitat in East Vail along with implementing wildfire mitigation improvements on Town and USFS-owned lands. Developing resident-occupied, deed-restricted homes on Lot 3, Middle Creek furthers the goals and priorities articulated within the Vail Town Council Action Plan 2018 – 2020. 2. BACKGROUND The Vail Town Council has directed the town staff to take the actions necessary to coordinate and facilitate the development of deed-restricted homes on the Town-owned Lot 3, Middle Creek. In doing so, the Vail Town Council has expressed an interest in collaborating with Triumph Development West, LLC as a co-applicant on this development initiative. An initial step in the process is to identify and approve a scope work, total project budget, and project timeline for completion. In furthering this collaborative partnership, the parties are obligated to the following: Town of Vail • Partner with Triumph Development, as a co-applicant, on the design development and entitlement process for the development of Lot 3, Middle Creek for deed-restricted housing. February 2, 2021 - Page 149 of 180 Town of Vail Page 2 • Hire Triumph Development for project management services in an amount not to exceed $300,000 and fund the design development and entitlement process to an amount not to exceed $390,000. Triumph Development • Partner with the Town, as a co-applicant, on the design development and entitlement process for the development of Lot 3, Middle Creek for deed-restricted housing. • Perform a specified scope of work intended to gain the Town entitlement rights for development on Lot 3, Middle Creek following a prescribed path of milestone steps within a predetermined budget. 3. SCOPE OF WORK, BUDGET, AND TIMELINE FOR COMPLETION Scope of Work The Town of Vail will hire Triumph Development to provide project management services for the design development and entitlement process for Lot 3, Middle Creek. To that end, the parties will execute a professional services agreement in a form approved by the Town attorney and executed by the Town Manager. A scope of work has been prepared to ensure a successful outcome to the design development and entitlement process. The key deliverable of the process is the preparation and presentation of a complete set of design development documents to be submitted to the Town of Vail Planning & Environmental Commission and Design Review Board for review. The plans shall be prepared in full compliance with all adopted Town of Vail zoning regulations, development standards, and design standards and guidelines. The design development documents will be prepared and presented in collaboration with the town staff. A detailed list of tasks will be provided within the professional services agreement. In sum, however, a series of project management milestones have been established highlighting key tasks in the design development and entitlement process, which include the following: • Approval by the Town of the budget, scope of work and schedule for the design development and entitlement process by February 2, 2021 • Execution of a final development agreement and ground lease by March 5, 2021. • Submit the Planning & Environmental Commission development application and Design Review design application to the Town on or before February 19, 2021 . • Receive final Planning & Environmental Commission and Design Review Board action on the development applications • Issuance of a building permit and execution of an operating agreement to include the VLHA on or before September 30, 2021 February 2, 2021 - Page 150 of 180 Town of Vail Page 3 Budget The Town of Vail has agreed to pay a project management fee and reimburse all costs incurred associated with the design development and entitlement process. With that understanding in mind, a total project budget has been established. The project budget is inclusive of the project management fee and all related entitlement process soft costs, including a project contingency of 3%, to take the project from schematic design to design development to approved development plan. The total project budget is exclusive of any costs attributed to the preparation of the construction documents for the purposes of obtaining a building permit or the construction process. Those costs are the sole obligation of Triumph Development. The total project budget is $690,000, which includes a $300,000 project management fee and all soft costs necessary for the preparation of the design development and entitlement documents as reimbursable expenses not to exceed $390,000. The total project budget represents approximately 3.5% of the estimated total development cost of the housing development. Timeline for Completion A timeline for completion of the design development and entitlement process has been prepared. A number of key critical path assumptions are built into the proposed timeline. The key critical path assumptions are based upon terms expressed within the pre-development agreement. As presented, the critical path assumptions of the timeline require a minimum of 8 months to complete. Those assumptions include: • The residential development on Lot 3, Middle Creek shall be completed and available for occupancy by no later than November, 2022 • A 14-month construction duration requires construction to begin by no later than September, 2021. • 30 days (min.) - plan review and building permit issuance • 100 days (min.) - fully prepare construction documents for building permit application submittal. • 90 days (min.) - design review and entitlement process. • 30 days (min.) - PEC/DRB application material submittal preparation. *note: (the critical path assumptions as outlined above is sequential in order and cannot be completed concurrently) The detailed scope of work and tasks, an itemized project budget, and a fully developed timeline for completion of the project will be attached as exhibits to the professional services agreement. 4. RECOMMENDATIONS The Town staff recommends the Vail Town Council approves Resolution No. 6, Series of 2021, as presented. February 2, 2021 - Page 151 of 180 RESOLUTION NO. 6 Series of 2021 A RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF VAIL AND TRIUMPH DEVELOPMENT WEST LLC (“TRIUMPH”) WHEREAS, the Town and Triumph wish to enter into a professional services agreement, in a form approved by the Town Attorney, which shall set forth a scope of work, total project budget and project timeline for the design development and entitlement process for residential development on Lot 3, Middle Creek (the “PSA”); NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby authorizes the Town Manger to execute and deliver the PSA on behalf of the Town in a form approved by the Town Attorney. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 2nd day of February 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 152 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : O rdinance No. 2, Series 2021, an Ordinance concerning f inancing improvements to the P ublic Works facility and authorizing the execution and delivery of a site lease, lease purchase agreement and related documents, and declaring an emergency. P RE S E NT E R(S ): Kathleen Halloran, F inance Director AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove Ordinance No. 2, S eries 2021 B AC K G RO UND: Please see attached memorandum. Purpose of emergency ordinance is to f acilitate a locked interest rate on the financing. C losing is scheduled f or F ebruary 17,2021. S TAF F RE C O M M E ND AT I O N: Approve O rdinance No. 2, Series 2021 AT TAC H ME N TS : Description pw shops ppt February 2, 2021 - Page 153 of 180 TO: Town Council FROM: Finance Department DATE: February 2, 2021 SUBJECT: Public Works Shops Financing I. SUMMARY On January 5, Town Council approved moving forward with selection of Truist Bank for the financing of the Public Works Shops project. Attached is Ordinance No. 2, Series 2021, which authorizes the execution of a site lease and lease purchase agreement with the bank. Highlights of the financing include:  15-year term, maturing December 2035  Loan amount: $15,200,000  True interest rate of 1.76%, with estimated interest cost of $2.2 million over the life of the loan  Issuance costs and lender fees of approximately $200,000  Maximum annual debt service payment: $1.2M  Prepayment options: Callable anytime on or after 12/1/2025. The town may make partial payment or pay in full once per year.  Closing date: February 17, 2021 REPEATED INFORMATION II. BACKGROUND The Public Works Shops project has been identified as a need in the town’s long-term capital plan for over 6 years. The Public Works Shops Building was built in 1979. Expansion of service levels over the past 40 years have surpassed the capacity of the current space. Efficiency, functionality, and safety are a growing concern. Improvements were approved by Town Council to move forward with construction in 2020 and the project has now successfully gone through PEC and DRB approvals. However, due to the economic impacts of COVID-19, construction was put on hold in 2020. Due to the size of the project (current budget totals $19.6 million), it is challenging for the town to cash-fund along with other priority capital projects each year. During the 2021 Budget process, Town Council directed staff to move forward with financing options. February 2, 2021 - Page 154 of 180 - 2 - A favorable interest rate environment has afforded the town an opportunity to complete this large project in a fiscally responsible manner. During the 2021 Budget discussions, it was determined that financing would be less costly than waiting until the town is able to cash-fund the project. Financing the project will cost the town approximately $2.2M in total interest expense over the life of the loan. If financing was not pursued, the project would need to be delayed by at least five years in order to cash fund based on forecasted reserve levels. The delay would incur approximately 3% per year in escalation of construction costs, or $5.1M. Design and architectural updates would cost an additional $500K. In comparing the options, the town will save $3.4M by financing the project rather than waiting to cash-fund. In addition, the annual debt service payments of approximately $1.2 million per year preserves capital project fund balance for other town initiatives within the 15-year capital plan such as bus replacements, public safety and technology improvements, snowmelt system replacement, and unforeseen future projects. History of Debt Below is a history of capital improvements financed by the town. Other than re- financing activities and Vail Reinvestment Authority debt, the town has not financed a project since 1991. This is the largest capital project the town has undertaken in a number of years outside of grant-funded projects such as the Sandstone Underpass, or the multi-year streetscape improvements during the Billion Dollar Renewal. Year Amount Purpose 1970 $ 250,000 Fire House construction 1971 $ 800,000 Municipal building construction 1974 $5,500,000 Vail Village Parking structure 1975 $ 850,000 Vail Village Transportation Center 1977 $2,350,000 Dobson 1982 $3,700,000 Lionshead Parking Structure 1982 $2,900,000 Library 1984 $1,600,000 Improvements to LH Mall area 1991 $2,555,000 Police building February 2, 2021 - Page 155 of 180 - 3 - Financing Activities On November 3rd, Hilltop Securities made a presentation to Town Council outlining the options of financing the PW Shops project. One option included issuing a Certificate of Participation (COP), which does not need a vote of citizens because they are a series of one-year finance-lease agreements. A second option is a direct loan or placement with a bank, which is a similar lease-purchase agreement except that the lease-purchase is direct with the bank rather than a public issuance done by a COP. Council was supportive of learning more about both options and directed staff to move forward with issuing a Request for Proposals (RFP). In November, a team was assembled to facilitate the financing process consisting of Dee Wisor of Butler Snow LLP (bond counsel), Mattie Prodanovic (financial advisor) of Hilltop Securities, Scott Robson, Town Manager, Matt Mire, Town Attorney and Kathleen Halloran, Finance Director. On November 30, a Request for Proposal (RFP) was sent out to 16 banks. The RFP asked for both types of financing responses: Certificates of Participation (COP’s) or a direct loan/placement with a bank. Five proposals were returned on December 22nd and reviewed by the finance team. Upon review, Piper Sandler’s placement with Truist Bank was approved by Town Council as the winning bid. While a few local banks replied to the RFP, there was a significant difference in the 1.76% interest rate offered by Truist. The next lowest bidders were BOK Financial with 1.86% (rate not locked) and Vectra Bank at 2.07%. The town did seek local bids; First Bank responded with 2.74% (rate not locked). In January, the town’s bond counsel drafted site lease and lease purchase / sale agreements in coordination with the bank’s attorney. III. ACTION REQUESTED OF COUNCIL Staff recommends approving Ordinance No. 2, Series 2021. This ordinance is being brought as an emergency ordinance in order to lock interest rates at the rate proposed in the lender’s bid. Once approved, the site lease and lease documents will be ready for a closing date of February 17, 2021. February 2, 2021 - Page 156 of 180 1 ORDINANCE NO. 2 SERIES 2021 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, CONCERNING FINANCING IMPROVEMENTS TO THE PUBLIC WORKS FACILITY AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SITE LEASE, A LEASE PURCHASE AGREEMENT, AND RELATED DOCUMENTS; AND DECLARING AN EMERGENCY. WHEREAS, the Town of Vail, Eagle County, Colorado (the “Town”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”); and WHEREAS, the members of the Town Council of the Town (the “Council”) have been duly elected and qualified; and WHEREAS, pursuant to Article XX, Section 6 of the Colorado Constitution and Section 13.3 of the Charter, the Town is authorized to lease, for such term as Council shall determine, any real or personal property to or from any person, firm or corporation, public or private, governmental or otherwise; and WHEREAS, the Town is the owner of certain land (the “Site”), and the premises, buildings and improvements situated on the Site as further described in the Lease (hereinafter defined), which property consists of the Public Works Facility (collectively, the Site and the building and improvements constructed or to be constructed thereon are referred to as the “Leased Property”); and WHEREAS, the Council has determined and now hereby determines that it is in the best interests of the Town and its inhabitants to finance the construction of an addition and renovations to the Leased Property for Town purposes (the “Project”); and WHEREAS, in order to finance the Project, the Council has determined and hereby determines that it is in the best interests of the Town to lease the Leased Property to Truist Bank (the “Bank”) pursuant to a Site and Improvement Lease (the “Site Lease”), and to lease such property back from the Bank pursuant to the terms of a Lease Purchase Agreement (the “Lease”); and WHEREAS, the Bank will prepay all rental payments due under the Site Lease and the net proceeds from such rental payment received by the Town will be used by the Town to finance the Project; and WHEREAS, pursuant to the Lease, and subject to the right of the Town to annually terminate the Lease and other limitations as therein provided, the Town will pay certain Rent (as defined in the Lease) in consideration for the right of the Town to use the Leased Property; and WHEREAS, the Town’s obligation under the Lease to pay Rent and Additional Rentals (as defined in the Lease) shall be from year to year only; shall constitute a currently February 2, 2021 - Page 157 of 180 2 budgeted expenditure of the Town; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or other indebtedness or multiple fiscal year direct or indirect Town debt or other financial obligation of the Town within the meaning of any constitutional or statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Supplemental Public Securities Act, part 2 of article 57 of title 11, Colorado Revised Statutes (the “Supplemental Act”), provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act to an issue of securities, including any financial contract; and WHEREAS, there have been filed with the Town Clerk proposed forms of: (i) the Site Lease; and (ii) the Lease; and WHEREAS, no member of the Council has any conflict of interest or is interested in any pecuniary manner in the transactions contemplated by this ordinance; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. Ratification. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Council or the officers, employees and agents of the Town related to the Site Lease, the Lease, the selection of the Bank, or directed toward the financing of the Project and the leasing of the Leased Property is hereby ratified, approved and confirmed. Section 2. Findings and Authorization. The Council hereby finds and determines, pursuant to the Constitution and the laws of the State of Colorado, that acquiring the Project, and financing the costs thereof pursuant to the terms set forth in the Site Lease and the Lease, including the payment of the costs of execution and delivery of such documents, are necessary, convenient, and in furtherance of the Town’s purposes and are in the best interests of the Town and the inhabitants of the Town and the Council hereby authorizes and approves the same. The Council hereby finds and determines that the Project is advantageous to and in the best interest of the Town and its citizens and inhabitants. Section 3. Application of Supplemental Act. The Council hereby elects to apply all of the provisions of the Supplemental Act to the Site Lease and the Lease, except that it shall not apply Section 11-57-211 thereof. In connection therewith, the Council hereby delegates to the Mayor, the Town Manager or the Finance Director of the Town the authority to make any determination delegable pursuant to Section 11-57-205(1)(a-i) of the Supplemental Act in relation to the Site Lease and the Lease, and to execute a sale certificate (the “Sale Certificate”) setting forth such determinations, subject to the following parameters and restrictions: February 2, 2021 - Page 158 of 180 3 (a) the minimum amount of rental payments to be received by the Town from the Bank pursuant to the Site Lease shall not be less than $15,000,000; (b) the term of the Site Lease shall not extend beyond December 31, 2045; (c) the maximum total principal amount of the Rent payable by the Town under the Lease shall not exceed $15,200,000; (d) the maximum annual and maximum total repayment of Rent under the Lease shall not exceed $1,200,000 and $17,400,000 respectively; (e) the maximum Applicable Rate on the interest component of the Rent under the Lease shall not exceed 1.76%, provided that this limitation shall not apply to any increase in the Applicable Rate resulting from the occurrence and continuation of an Event of Taxability under the Lease; and (f) the Lease Term shall end no later than December 31, 2035. The delegation set forth in this Section 3 shall be effective for one year following the date hereof. Section 4. Approval and Execution of Lease and Site Lease. The Site Lease and the Lease, in substantially the forms thereof presented at this meeting of the Council, are in all respects approved, authorized and confirmed, and the designated officers of the Town are hereby authorized and directed to execute the Lease and Site Lease in substantially the forms and with substantially the same contents as presented at this meeting of the Council, for and on behalf of the Town, with any such changes as the Mayor, the Town Manager or the Town’s Finance Director may hereafter approve. Section 5. Authorization to Execute Collateral Documents; Direction to Officers. The Mayor (or Mayor Pro Tem), the Town Clerk (or her deputy), the Town Manager, the Finance Director of the Town and other officers, employees and agents of the Town are hereby authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the execution, attestation and delivery of any document authorized and approved by this Ordinance for and on behalf of the Town; entering into any agreements necessary or appropriate in connection with the Project; the execution of such certificates as may be required by the Bank, including the tenure and identity of Town officials, the absence of litigation, pending or threatened, affecting the Lease and Site Lease, and performing all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized by this Ordinance. The appropriate officers of the Town are also authorized to execute on behalf of the Town agreements concerning the deposit and investment of funds in connection with the transactions contemplated by this Ordinance. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance and to comply with the terms of the Sale Certificate. The February 2, 2021 - Page 159 of 180 4 execution of any document or instrument by the aforementioned officials or employees of the Town shall be conclusive evidence of the approval by the Town of such document or instrument in accordance with the terms hereof and thereof. Section 6. No General Obligation Debt. No provision of this Ordinance, the Site Lease or the Lease, shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional or statutory provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall have no obligation to make any Rent payment under the Lease and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. Neither the Site Lease nor the Lease shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year, or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any Charter, constitutional or statutory debt limitation and shall not constitute a multiple fiscal year direct or indirect Town debt or other financial obligation whatsoever. No provision of the Site Lease or the Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Site Lease nor the Lease shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town’s then current fiscal year. Section 7. Reasonableness of Rent. The Council hereby determines and declares that the Rent due under the Lease, in the maximum amounts authorized pursuant to Section 3 hereof, constitute the fair rental value of the Leased Property and do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew the Lease or to exercise its option to purchase the Bank’s leasehold interest in the Leased Property pursuant to the Lease. The Council hereby determines and declares that the period during which the Town has an option to purchase the Bank’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. The Council hereby further determines that the amount of rental payments to be received by the Town from the Bank pursuant to the Site Lease, in the minimum amount set forth in Section 3 hereof, is reasonable consideration for the leasing of the Leased Property to the Bank for the term of the Site Lease as provided therein. Section 8. No Recourse Against Members of the Council, Officers or Agents. Pursuant to Section 11-57-209 of the Supplemental Act, if a member of the Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the Rent. Such recourse shall not be available either directly or indirectly through the Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. Section 9. Repealer. All acts, ordinances and resolutions, or parts thereof, in conflict with this Ordinance or with any of the documents hereby approved, are hereby rescinded, annulled and repealed to the extent of such inconsistency. This repealer shall not be construed to February 2, 2021 - Page 160 of 180 5 revive any act, ordinance or resolution or part thereof, heretofore repealed. All rules of the Council, if any, which might prevent the final passage and adoption of this Ordinance as an emergency measure at this meeting of the Council be, and the same hereby are, suspended. Section 10. Severability. If any section, subsection, paragraph, clause or provision of this Ordinance or the documents hereby authorized and approved (other than provisions as to the payment of Rent by the Town during the Lease Term, provisions for the quiet enjoyment of the Leased Property by the Town during the Lease Term and provisions for the conveyance of the Leased Property to the Town under the conditions provided in the Lease) shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance or such documents. Section 11. Electronic Transactions. In the event the Mayor, Mayor Pro Tem, Town Clerk, Town Manager, Finance Director, or other employee or official of the Town that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Ordinance (collectively, the “Authorized Documents”) is not able to be physically present to manually sign any such Authorized Document, such individual or individuals are hereby authorized to execute Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. It is hereby determined that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 12. Charter Controls: Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the provisions of this Ordinance and the Sale Certificate authorized hereby and such statutes. Any such inconsistency or conflict is intended by the Council and shall be deemed made pursuant to the authority of Article XX of the State Constitution and the Charter. Section 13. Declaration of Emergency: In order to effect the Project in a timely manner, including the ability to fix interest rates at historically low rates it is hereby declared that an emergency exists and that this Ordinance is immediately necessary for the preservation of the public peace, health, safety, and financial well-being of the Town. This Ordinance is hereby declared, pursuant to Section 5.1(b) of the Charter, exempt from referendum. Section 14. Effective Date, Recording and Authentication: In accordance with Section 4.11 of the Charter, this Ordinance shall be in full force and effect immediately upon enactment following final passage. A true copy of this Ordinance shall be numbered and recorded in the official records of the Town, authenticated by the signatures of the Mayor and the Town Clerk, and published in accordance with the Charter and the Town’s municipal code. February 2, 2021 - Page 161 of 180 6 PASSED, APPROVED, AND ADOPTED AS AN EMERGENCY ORDINANCE, AND ORDERED PUBLISHED IN FULL THIS 2ND DAY OF FEBRUARY, 2021, BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO. TOWN OF VAIL, COLORADO _______________________________________ Dave Chapin, Mayor ATTEST: Tammy Nagel, Town Clerk February 2, 2021 - Page 162 of 180 7 STATE OF COLORADO ) ) COUNTY OF EAGLE ) SS. ) TOWN OF VAIL ) I, Tammy Nagel, the Town Clerk of the Town of Vail, Colorado (the “Town”), do hereby certify: (i) The foregoing pages are a true, correct and complete copy of an emergency ordinance (the “Ordinance”) that was introduced, approved on first reading and ordered published in full in accordance with the Town Charter (the “Charter”) by the Town Council at a regular meeting thereof held on February 2, 2021, which Ordinance has not been revoked, rescinded or repealed and is in full force and effect on the date hereof. (ii) The Ordinance was duly moved and seconded, and the Ordinance was approved on first reading as an emergency ordinance, at the meeting of February 2, 2021, by a unanimous vote of the membership of the Town Council present, or five (5) members, whichever is less, as follows: Councilmember Voting “Yes” Voting “No” Absent Abstaining Dave Chapin, Mayor Kim Langmaid, Mayor Pro-Tem Jenn Bruno Travis Coggin Kevin Foley Jen Mason Brian Stockmar (iii) The members of the Town Council were present at such meetings and voted on the passage of such Ordinance as set forth above. (iv) The Ordinance was authenticated by the signature of the Mayor, sealed with the Town seal, attested by the Town Clerk, and recorded in the minutes of the Town Council. (v) There are no bylaws, rules or regulations of the Town Council that might prohibit the adoption of the Ordinance. (vi) Notice of the meeting of February 2, 2021, was given not less than 24 hours prior to the meeting as provided by law. (vii) On February __, 2021, the Ordinance was published in full by posting on the Town’s website accordance with Section 1-3-2 of the Town’s Municipal Code, which date within ten (10) days after passage or as soon thereafter as possible as required by Section 4.11 of the Charter. February 2, 2021 - Page 163 of 180 8 WITNESS my hand and the seal of the Town affixed this ____ day of February, 2021. _______________________________________ Town Clerk [ S E A L ] February 2, 2021 - Page 164 of 180 A-1 EXHIBIT A (Attach Notice of Meeting of February 2, 2021) February 2, 2021 - Page 165 of 180 10 EXHIBIT B (Evidence of Publication) 57022631.v2 February 2, 2021 - Page 166 of 180 Public Works Shops: Financing UpdateTown Council | February 2, 2021February 2, 2021 - Page 167 of 180 This project was identified as essential to providing town services:•Current Streets building and employee area are the original 1979 shop.•Expansion of shop building to house heavy equipment as fleet has grown with increased services. •Remodel office area, breakroom and locker rooms to meet the current employee crews which have also increased with service levels.•Expand the shop yard by excavating into hillside for safer flow of vehicle traffic, to accommodate expansion of the building,  and town operations.Town Council |   Finance   |   2/2/2021PW SHOPS FINANCING | BackgroundFebruary 2, 2021 - Page 168 of 180 Ordinance No. 2, Series 2021:•Emergency ordinance to lock interest rate•Authorizes town to enter into financing arrangement•Deal structured as a direct lease with Truist bankBank gives TOV $15.0 million up front to use for PW Shops projectTOV makes lease payments to bank with interest No pre‐payment penalty after 2025Town Council |   Finance   |   2/2/2021PW SHOPS FINANCING | Ordinance February 2, 2021 - Page 169 of 180 Town Council |   Finance   |   2/2/2021PW SHOPS FINANCING | OverviewLoan amount$15.2 millionMaturity15‐year term Maturing December, 2035True Interest Cost1.76%Total interest expense$2.2 million Issuance Costs & Lender fees$200,000Maximum Annual Debt Service payment$1.2 millionPrepayment option:Callable anytime on or after 12/1/2025; Town can make partial(or full) pre‐payments 1x per yearClosing DateFebruary 17, 2021Saves $3.4M in cost increases if cash‐funded in 5 yearsFebruary 2, 2021 - Page 170 of 180 Town of Vail   |   Finance   |   1/5/2021Next Steps:•Staff requesting Town Council approve Ordinance No. 2, Series 2021•Closing: February 17thFebruary 2, 2021 - Page 171 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : O rdinance No. 3, Series of 2021, an Ordinance approving a certain parcel of land owned by the Town of Vail as Designated O pen Space pursuant to S ection 13.11 of the Vail Town Charter P RE S E NT E R(S ): Kristen B ertuglia, E nvironmental Sustainability D irector AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with modifications, or deny Ordinance No. 3, S eries of 2021. B AC K G RO UND: T he Town of Vail O pen S pace B oard of Trustees has forwarded a unanimous recommendation to the Vail Town Council for the designation of a 48.13 acre parcel located in E ast Vail on the south side of Bighorn R d., off W illow Way, as Designated Open S pace. S TAF F RE C O M M E ND AT I O N: Approve O rdinance No. 3., S eries of 2021. AT TAC H ME N TS : Description Ordinance N o. 3, Series of 2021- Memorandum Ordinance N o. 3, Series of 2021 Exhibit A to O rdinance N o, 3, Series of 2021 Map Resolution No. 47, Series of 2019 February 2, 2021 - Page 172 of 180 To: Vail Town Council From: Kristen Bertuglia, Environmental Sustainability Department Date: February 2, 2021 Subject: Ordinance No. 3, Series of 2021, an Ordinance approving a certain parcel of land owned by the Town of Vail as Designated Open Space pursuant to Section 13.11 of the Vail Town Charter I. PURPOSE The purpose of this memorandum is to provide supporting information for Ordinance, No. 3, Series of 2021, for the recommendation of the designation of parcel 2101-123-00-006 as Designated Open Space. II. BACKGROUND Via Resolution No. 47, Series of 2019, Cara Beutel of Houston, TX donated to the Town of Vail, a 48.13 acre parcel located in East Vail on the south side of Bighorn Rd., off Willow Way. The donation was conditioned upon an adequate appraisal, and the Town Council designating this parcel as Designated Open Space upon a recommendation from the Open Space Board of Trustees. Established by the Town of Vail Charter, the Open Space Board of Trustees consists of one Town Council member currently served by Kim Langmaid (Chair), the Town Manager (Scott Robson), and one member of the Planning and Environmental Commission (Ludwig Kurz). Property Details: • 48.13 acres • Originally purchased for $55,000 in 1979 from James and Nancy Reinecke, now fully owned by the Town of Vail. • The entire property is currently zoned Agricultural and Open Space. • Included in the Open Lands Plan: o Action Item #21 Purpose - Protect environmentally sensitive land from development. Action – Acquire parcel or work with land owner on conservation Easement. • Legal access could have provided from adjacent Town owned property. Area residents have used the property for trail loops for years, according to an adjacent property owner and visible worn pathways. • The property is appropriate and meets the criteria for Designated Open Space, which is as follows: February 2, 2021 - Page 173 of 180 Town of Vail Page 2 The parcel must be owned by the Town of Vail and zoned Natural Area Preservation, Outdoor Recreation or Agriculture Open Space and be: Environmentally Sensitive Lands (wetlands, riparian areas, critical habitat identified by the Division of Wildlife or the Natural Heritage Program; High Hazards area including the 100 year flood plain, red avalanche hazards area, high rock fall hazard area and high debris flow hazard area; or Town of Vail parks that provide passive outdoor recreational opportunities. This parcel provides an abundance of wildlife habitat including valuable riparian area, steep slopes, and healthy vegetation. It is home to ungulate species, birds, and black bear. The area includes stream access and has been utilized by the local neighborhood for light walking trails. The riparian areas offer opportunities for enhancement, including erosion control and improved vegetation along the waterways. Staff will investigate proper project areas in 2021. III. OPEN SPACE BOARD OF TRUSTEES RECOMMENDATION The Open Space Board of Trustees convened on January 15, 2021 and voted unanimously to recommend to the Vail Town Council that the parcel be Designated Open Space. IV. ACTION REQUESTED Staff requests the Vail Town Council approve, approve with modifications, or deny Ordinance No. 3, Series of 2021. V. ATTACHMENTS A.) Resolution No. 47, Series of 2019 B.) Area Map C.) Ordinance No. 3, Series of 2021 D.) Exhibit A to Ordinance No. 3, Series of 2021 February 2, 2021 - Page 174 of 180 ORDINANCE NO. 3 Series of 2021 AN ORDINANCE APPROVING A CERTAIN PARCEL OF LAND OWNED BY THE TOWN OF VAIL AS DESIGNATED OPEN SPACE PURSUANT TO SECTION 13.11 OF THE VAIL TOWN CHARTER (THE “CHARTER”) WHEREAS, in 2019 the Town of Vail accepted the donation of a 48.13 acre parcel of land in the Town of Vail located in East Vail on the south side of Bighorn Road, and legally described as set forth in Exhibit A, attached hereto and made a part hereof by this reference (the “Property”); WHEREAS, consistent with the donation of the Property, and the Charter, The Town Open Space Board of Trustees has evaluated the Property for the purpose of forwarding a recommendation to the Town Council as to whether to designate the Property as Designated Open Space pursuant to Section 13.11 of the Charter; and WHEREAS, on January 15, 2021 the Open Space Board of Trustees voted unanimously to recommend to the Town Council that the Property be Designated Open Space. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. The Town Council hereby finds that the Property meets the criteria for Designated Open Space as set forth in Section 13.11 of the Charter, and hereby designates the Property as Designated Open Space pursuant to the Charter. Section 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. Section 3. The amendment of any provision of the Vail Town Code in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceeding as commenced under or by virtue of the provision amended. The amendment of any provision hereby shall not revive any provision or ordinance previously repealed or superseded unless expressly stated herein. Section 4. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are repealed to the extent only of such February 2, 2021 - Page 175 of 180 inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, theretofore repealed. INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 2nd day of February, 2021 and a public hearing for second reading of this Ordinance is set for the 16th day of February, 2021, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. _____________________________ Dave Chapin, Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this 16th day of February, 2021. _____________________________ Dave Chapin, Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 176 of 180 February 2, 2021 - Page 177 of 180 February 2, 2021 - Page 178 of 180 RESOLUTION NO. 47 Series of 2019 A RESOLUTION ACCEPTING A DONATION OF REAL PROPERTY WHEREAS, Cara Barer (“Grantor”) is the owner of real property in the Town of Vail legally described in the deed attached hereto as Exhibit A, and also known as also known by assessor’s parcel number 2101-123-00-006 (the “Property”); and WHEREAS, Grantor wishes to donate the Property to the Town of Vail and the Town wishes to accept said donation. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby accept the donation of the Property and approves the transfer in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. The Town understands and agrees that Grantor will only proceed with the transfer of the Property if the appraised value of the Property is deemed to be sufficient by Grantor in Grantor’s sole discretion. Section 3. The Town agrees that upon acceptance of the transfer, the Town will pursue the dedication of the Property as Designated Open Space, pursuant to Section 13.11 of the Town Charter. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 3rd day of December 2019. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk February 2, 2021 - Page 179 of 180 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Adjournment 7:35 pm (estimate) February 2, 2021 - Page 180 of 180