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 bankBank gives TOV $15.0 million up front to use for PW Shops projectTOV 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