HomeMy WebLinkAbout2023-19 A Resolution of the Vail Town Council Approving a Development Agreement between the Town of Vail and Triumph Timber Ridge LLCRESOLUTION NO.19
SERIES OF 2023
A RESOLUTION OF THE VAIL TOWN COUNCIL APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF VAIL AND
TRIUMPH TIMBER RIDGE, LLC
WHEREAS, the Town owns certain real property described as Lot 1, Timber Ridge
Subdivision, Vail, Colorado, and the Town intends to take ownership of a certain parcel
of real property adjacent to the Town owned property which is currently owned by the
Colorado Department of Transportation, and further described in the attached Exhibit A
(the "Property"); and
WHEREAS, the Town wishes to convey the Property to Triumph Timber Ridge,
LLC, for the redevelopment of the Property for deed -restricted employee housing,
pursuant to the terms of the Development Agreement attached hereto.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the Development Agreement in
substantially the same form attached hereto, subject to approval by the Town Attorney.
Upon such approval, the Town Manager is authorized to execute the Development
Agreement on behalf of the Town.
INTRODUCED, READ, PASSED AND ADOPTED THIS 16t' DAY OF MAY, 2023.
ATTEST:
ltephanie Bibbens, Town Clerk
5J12/2023
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8QBCL@940BD3FA@BCL@9408D3F7. DOCX
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreement") is made this day of
, 2023 (the "Effective Date"), 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 Triumph Timber Ridge, LLC, a Delaware limited liability company
with an address of 12 Vail Road, Suite 700, Vail, CO 81657 ("Developer") (each a "Party"
and collectively the "Parties").
WHEREAS, the Town owns the real property described as Lot 1, Timber Ridge
Subdivision, and is purchasing the real property described in Exhibit A, attached hereto
and incorporated herein by this reference (collectively the "Property");
WHEREAS, the Town wishes to convey the Property to Developer for the
redevelopment of the Property for deed -restricted employee housing (the
"Development"); and
WHEREAS, the Parties wish to elaborate on the terms of the Development process
and parameters of the Development.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the sufficiency of which is mutually acknowledged, the
Parties agree as follows:
1. General Terms of Development.
a. Design and Layout. The Development will consist of: 288 residential
dwelling units (each a "Unit") in 7 individual buildings, with a total of 569 bedrooms; a
minimum of 292 enclosed, surface and on -street parking spaces; and associated
landscaping, lighting, driveway and walkway improvements. The total number of Units
will be comprised of 56 studio Units, 50 one -bedroom Units, 102 two -bedroom Units, 64
three -bedroom Units and 16 four -bedroom Units.
b. Plans. The current plans for the Development are attached hereto as
Exhibit B and incorporated herein by this reference (the "Plans"). The Parties anticipate
that the Plans will be revised to finalize same for construction and as may be modified
during the entitlement process, with approval of both Parties, without the necessity of an
amendment to this Agreement.
C. Development Costs. As set forth in Exhibit C, attached hereto and
incorporated herein by this reference, the total estimated cost for completion of the
Development is $165,000,000 (the "Estimated Total Costs"). The Town is contributing
$11,500,000 in land, land acquisition costs and related costs, and an estimated
$38,000,000 in construction costs for site work and construction of podium and parking,
for an estimated total of $49,500,000 (the "Town Contribution"). The remaining amount
of the Total Costs shall be financed by Developer.
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2. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:
a. Building Permit: includes a building permit, asbestos abatement permit,
demolition permit or grading and foundation permit.
b. Legal Challenge means a legal proceeding filed by a third party unrelated
to the Parties challenging this Agreement or the zoning, platting or other development
approval of any portion of the North Parcel, an appeal of any zoning, platting or other
development approval, or a petition for referendum to repeal any ordinance approving a
development application.
C. Net Sales Proceeds: with respect to each Unit, the gross sale price of the
Unit less: (i) the amount required to be paid upon the sale with respect to any loans
payable by Developer related to the Development and (ii) customary costs of sale of the
Unit, including without limitation prepaid or prorated items, title company charges, closing
costs, and other appropriate fees and expenses.
3. Obliaations of the Town.
a. Conveyance. The Town shall convey the Property to Developer, by special
warranty deed subject to statutory exceptions, prior to the issuance of any Building
Permits.
b. Cooperation. The Town shall cooperate with Developer in conducting any
appropriate due diligence relating to the Property, and shall provide any information
relating to the Property to Developer upon request.
C. Taxes. Unless the Development is otherwise exempted, the Town shall
refund 100% of all amounts paid by Developer for the Town's construction and building
materials use tax applicable to the Development, which refund shall be paid by the Town
to Developer within 7 days after Developer's payment.
d. Co -applicant. The Town shall be a co -applicant on all required land use
applications for the Development.
e. Deed Restrictions. Currently, the entire Property is subject to an existing
deed restriction, dated July 17, 2003 and recorded with Eagle County at Reception No.
840811 (the "Existing Deed Restriction"). Upon completion of construction and prior to a
sale of any portion of the Property by Developer, the Town shall replace the Existing Deed
Restriction with new, separate deed restrictions against each of the buildings or Units, as
applicable. There shall be two types of deed restriction, one for the sale of Units to
individuals, and one for the sale of Units to businesses or other organizations, including
the Town, for rental by individuals. The deed restrictions shall be in the form attached
hereto as Exhibit D and incorporated herein by this reference.
f. Financial Contribution. Expressly subject to Section 14.h. hereof, the Town
shall provide funding for the actual costs incurred by Developer for site grading, below
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grade infrastructure, dry and wet utilities, and the parking podiums, to result in finished
building pads readied for vertical construction of the residential homes on the Property,
in an amount estimated to be $38,000,000. Payment of these funds shall be made by
the Town to Developer as payments are due under Developer's construction contract(s)
for such improvements for costs actually incurred.
4. Developer's General Obliqations.
a. Development. Subject to the terms and conditions of this Agreement and
the obligations of the Town hereunder, Developer shall be solely responsible for ensuring
that the Development is constructed in compliance with this Agreement, the Plans and all
applicable law, including without limitation design, engineering, testing, entitlement, and
horizontal and vertical construction, at Developer's sole risk.
b. Applications, Drawings and Permits. Developer shall prepare all
applications, design drawings and plans for the Development, and shall be responsible
for obtaining all required Building Permits and other permits for the Development, at
Developer's own expense.
C. Professional Responsibility. Developer hereby warrants that it is qualified
to assume the responsibilities and render the services described herein and has all
requisite corporate authority and professional licenses in good standing, required by law.
The work performed by Developer shall be in accordance with generally accepted
professional practices and the level of competency presently maintained by other
practicing professional firms in the same or similar type of work in the applicable
community. The work and services to be performed by Developer hereunder shall be
done in compliance with applicable laws, ordinances, rules and regulations. The Town's
review, approval or acceptance of, or payment for any services shall not be construed to
operate as a waiver of any rights under this Agreement or of any cause of action arising
out of the performance of this Agreement.
d. Applicable taw. In connection with the Development, Developer shall
comply with all applicable law, including without limitation all current and future federal,
state and local statutes, regulations, ordinances and rules relating to: the emission,
discharge, release or threatened release of a Hazardous Material into the air, surface
water, groundwater or land; the manufacturing, processing, use, generation, treatment,
storage, disposal, transportation, handling, removal, remediation or investigation of a
Hazardous Material; and the protection of human health, safety or the indoor or outdoor
environmental, including (without limitation) the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the
Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic
Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. §
1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational
Safety and Health Act; all applicable Colorado environmental laws; and all other federal,
state or local laws and regulations relating to, or imposing liability or standards of conduct
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concerning any hazardous, toxic or dangerous waste, substance or material, now or at
any time hereafter in effect.
e. Books and Records. Developer shall maintain all books and records related
to the Development for public inspection. Upon request by the Town, Developer shall
provide evidence of all costs and expenses related to the Development.
5. Construction.
a. Schedule. Developer shall commence construction of the Development on
or before May 1, 2024, and thereafter manage the schedule of construction of the
Development and complete and deliver the Development to the Town in compliance with
the schedule attached hereto as Exhibit E and incorporated herein by this reference.
b. General Contractor. The construction contract with the general contractor
shall be subject to the Town's prior written approval. Developer is authorized to select a
replacement general contractor, if necessary, at Developer's discretion, but only after
consultation with the Town.
C. Contracts. All contracts between Developer and any other person or entity
working on the Development shall be subject to the prior review and written approval of
the Town.
d. Warranty. Developer shall cause the general contractor to provide a one-
year warranty to the buyers of the Units, commencing on the date of closing of the sale
of each Unit. During the warranty period, Developer shall manage any work performed
by the general contractor or any subcontractor under the warranty.
6. Public Improvements.
a. Construction.
i. Developer shall cause to be constructed all required public improvements
associated with the Development and approved by the Town, as depicted on the
Plans (the "Public Improvements"). The Public Improvements are expected to
include sidewalks and stairs, bus transit stops, street lights and fixtures, and
landscaping within the public right-of-way, and South Frontage Road traffic lane
improvements, including drainage.
H. The Town may make reasonable engineering observations. Observation,
acquiescence in or approval by any engineering inspector of the construction of
physical facilities at any particular time shall not constitute the approval by the
Town of any portion of such Improvements.
iii. Developer shall provide all necessary engineering designs, surveys, field
surveys and incidental services related to the construction of the Public
Improvements, including reproducible "as -built" drawings certified accurate by a
professional engineer registered in the State of Colorado.
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iv. Developer shall be fully responsible for the prompt repair of any property
which may be damaged during construction of the Public Improvements, whether
such property is public or private. To the extent any construction traffic damages
any Town streets, Developer shall be responsible for repair of such damage or the
reconstruction of such streets, as the Town determines appropriate.
V. Developer shall not be considered the agent of the Town in the construction,
erection or operation of any Public Improvements.
b. Delivery and Acceptance.
i. Upon completion of any Public Improvements, Developer shall submit to the
Town written notice of completion. Within 14 days after the notice, the Town shall
either: issue written notice to Developer of completion and acceptance of the
Improvements; or issue written notice to Developer that the Town does not accept
all or any portion of the Improvements, accompanied by a detailed description of
the issues that must be remedied for the Town to accept the Improvements. The
Town's failure to issue either notice shall be deemed the Town's acceptance of the
Improvements.
ii. Upon completion of any remedial work, Developer shall again give notice
and the procedures described in this Section will be repeated with respect to such
items.
iii. Acceptance of Improvements is the binding acknowledgement of the Town
that the improvements accepted are complete and Developer has satisfied its
obligations under this Agreement with respect to the construction of same, subject
only to the warranty provisions of this Agreement.
C. Warranty. Developer warrants and guarantees that, for 2 years from the
date of acceptance, each Public Improvement: is not defective; will not fail; has been
constructed and installed in a workmanlike manner suitable for its intended uses; and has
been constructed in compliance with all applicable law and all applicable land use
approvals.
7. Sale of Units.
a. Subdivision. Developer shall be responsible for the preparation and filing
of all required applications to subdivide the Property so as to enable the Units to be sold
in compliance with the Plans.
b. Common Interest Community. Developer shall be responsible, at
Developer's sole expense, for the drafting and recordation of all necessary documents to
create a common interest community on the Property. The Parties anticipate that there
will be one master owners' association, and that each building will have a separate, sub -
association. The details of the common interest community and the final documents
establishing such community are subject to the Town's approval.
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C. Marketing and Contracts. Developer shall be responsible for all matters
related to the marketing for sale, contracting for sale, and all other matters related to the
sale of the Units and all costs related thereto. Each form of contract for sale (one for sale
to the Town, one for sale to businesses, and one for sale to individual buyers) shall be
subject to the Town's prior written approval.
d. Town Building. As noted in the Plans, Developer shall sell Building D to the
Town, upon issuance of a certificate of occupancy for all Units in Building D, at the
standard price established by the Parties for the sale of Units within the Development,
based on the number and type of Units in Building D. Developer shall provide a 2-year
warranty on Building D, commencing at the closing of the sale of Building D, so long as
the Town pays any incremental cost incurred by Developer for the additional warranty.
8. Compensation.
a. Developer Fee. For planning, staffing, managing and completing the
Development in accordance with the Plans and this Agreement, the Developer shall earn
a fee of $8,175,000 (the "Developer Fee"). The Developer Fee is budgeted in the Total
Costs and is not included in the Town Contribution.
b. Sales Proceeds. In addition to the Developer Fee, following repayment of
Developer's construction financing, Developer shall initially retain an amount equal to
30% of the net sales proceeds from the initial sale of each Unit and the remaining 70%
shall be transferred to the Town and applied as repayment of the Town Contribution.
When the Developer has received $16,400,000 from net sales proceeds, the Town shall
thereafter receive 100% of net sales proceeds until the Town has received an amount
equal to the total of the Town Contribution. Thereafter, any net sales proceeds shall be
split between the Parties, with 15% transferred to the Town and 85% retained by
Developer.
9. Term and Termination.
a. Term. This Agreement shall commence on the Effective Date, and, unless
otherwise terminated as provided herein, shall terminate 2 years after the issuance of the
final Certificate of Occupancy for the Development, provided that the warranty, insurance
and indemnification provisions of this Agreement shall survive its termination.
b. Early Termination. Developer may undertake due diligence review of the
Property at Developer's discretion and at Developers expense. Developer may terminate
this Agreement on or before August 1, 2023 if Developer notifies the Town of any
unacceptable condition or matter discovered upon such review (other than the asbestos
issues that have already been disclosed by the Town) and the Parties do not agree on a
resolution of such unacceptable matter or condition. If the Parties have not agreed upon
the final amount of Total Costs, despite good faith negotiations, on or before the earlier
of (i) Town Design Review Board approval of the Development, or (ii) December 1, 2023,
then either Party may terminate this Agreement. Upon any such early termination,
Developer is solely responsible for any costs incurred by Developer.
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10. 1 nsurance.
a. Policies. Developer agrees to procure and maintain, at its own cost
(included in the Contract Price), a policy or policies of insurance as described on Exhibit
F, attached hereto and incorporated herein by this reference, including commercial
general liability insurance as an Owner Controlled Insurance Policy (the "OCIP"), fire and
extended coverage insurance, which during construction shall be carried in Builder's Risk
form, and pollution insurance.
b. Standards. Such insurance shall be in addition to any other insurance
requirements imposed by law. The coverages afforded under the policies shall not be
canceled, terminated or materially changed without at least 30 days prior written notice
to the Town. In the case of any claims -made policy, the necessary retroactive dates and
extended reporting periods shall be procured to maintain such continuous coverage. Any
insurance carried by the Town, its officers, its employees, or its contractors shall be
excess and not contributory insurance to that provided by Developer. Developer shall be
solely responsible for any deductible losses under any policy.
C. Certificates. Developer shall provide to the Town certificates of insurance
as evidence that the required policies are in full force and effect. The certificates shall
identify this Agreement.
11. Indemnification. Developer agrees to indemnify and hold harmless the Town and
its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from
and against all claims, liability, damages, losses, expenses and demands, including attorney
fees, on account of injury, loss, or damage, including without limitation claims arising from
bodily injury, personal injury, sickness, disease, death, property loss or damage, or any
other loss of any kind whatsoever, which arise out of or are in any manner connected with
this Agreement if such injury, loss, or damage is caused in whole or in part by, the act,
omission, error, professional error, mistake, negligence, or other fault of Developer, any
subcontractor of Developer, or any officer, employee, representative, or agent of
Developer, or which arise out of a worker's compensation claim of any employee of
Developer or of any employee of any subcontractor of Developer. Developer's liability
under this Section shall be to the fullest extent of, but shall not exceed, that amount
represented by the degree or percentage of negligence or fault attributable to Developer,
any subcontractor of Developer, or any officer, employee, representative, or agent of
Developer or of any subcontractor of Developer.
12. Developer Default and Remedies.
a. Default. Each of the following is a Developer default of this Agreement:
L If Developer fails to perform any of its obligations under this Agreement and
fails to remedy the same within 30 days after Developer is given a written notice
specifying the same; provided that, if the nature of the violation is such that it
cannot reasonably be remedied within 30 days, and Developer provides evidence
to the Town that the violation cannot reasonably be remedied within 30 days, then
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the violation shall be remedied as soon as reasonably practicable, but in any case,
within 90 days of the original notice of violation.
ii. If an involuntary petition is filed against Developer under a bankruptcy or
insolvency law or under the reorganization provisions of any law, or when a
receiver of Developer, or of all or substantially all of the property of Developer, is
appointed without acquiescence, and such petition or appointment is not
discharged or stayed within 90 days after the happening of such event.
iii. If Developer makes an assignment of its property for the benefit of creditors
or files a voluntary petition under a bankruptcy or insolvency law, or seeks relief
under any other law for the benefit of debtors.
b. Remedies. If a Developer default occurs, the Town may, in its sole
discretion and without waiving any other rights under this Agreement or available to the
Town, cause construction of all or part of the Development to be completed and recover
appropriate damages from Developer. If the Town proceeds to complete the
Development, Developer shall, at the Town's request, promptly deliver a copy of all of
Developer's plans and specifications related to construction of the Development. 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. 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.
C. Liquidated Damages. Because time is of the essence and delayed
performance constitutes a compensable inconvenience to the Town and its residents, if
Developer fails to deliver any Unit the Development in accordance with the Schedule, the
liquidated damages established in this Section shall be enforced. Such damages are not
a penalty. Allowing Developer to continue and complete the Development or any Units
after the deadlines set forth in the Schedule shall not operate as a waiver on the part of
the Town of any of its rights under this Agreement. The liquidated damages provided in
this Section shall be the Town's sole and exclusive remedy for damages arising out of
Developer's delay in delivering any Unit per the Schedule. The liquidated damages
provided hereunder shall not limit the Town's right to pursue other remedies against
Developer, at law or in equity, arising out of any default of Developer other than delay.
Liquidated damages may be deducted from any payment due to Developer. If the
liquidated damages exceed the amount owed to Developer, Developer shall reimburse
the Town within 30 days of notice thereof. The following liquidated damages shall apply:
i. For each day beyond the deadline set forth in Section 4.a. that construction
is not commenced, Developer shall be assessed the amount of $5,000 per day.
ii. For each day of delay beyond the deadline set forth in the Schedule that
any Unit is not delivered to an individual buyer, Developer shall be assessed the
amount of $1,000, plus $250 per day for each Unit that is not delivered, to be paid
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to the individual buyer. This provision shall be included in the purchase and sale
agreement between Developer and each individual buyer.
13. Town Default and Remedies.
a. Default. Each of the following is a Town default of this Agreement:
i. If the Town fails perform any of its obligations under this Agreement other
than its obligation to pay the expenses and fees of the Development and fails to
remedy the same within 30 days after the Town is given a written notice specifying
the same; provided that, if the nature of the violation is such that it cannot
reasonably be remedied within 30 days, and the Town provides evidence to
Developer that the violation cannot reasonably be remedied within 30 days, then
the violation shall be remedied as soon as reasonably practicable, but in any case,
within 90 days of the original notice of violation.
H. If the Town fails to pay any amount owed to Developer under this Agreement
within 7 days after the date such payment is due.
b. Remedies. If a Town default occurs, Developer shall have all remedies
available at law or equity, and the exercise of one remedy shall not preclude the exercise
of any other remedy, provided that Developer shall not have the remedy of specific
performance against the Town. Without limiting the generality of the foregoing, in the
event a Town default occurs, Developer may terminate this Agreement upon notice given
to the Town, without waiving any of its rights or remedies hereunder.
14. Miscellaneous.
a. Modification. This Agreement may only be modified by subsequent written
agreement of the Parties.
b. Integration. This Agreement and any attached exhibits constitute the entire
agreement between Developer and the Town, superseding all prior oral or written
communications.
C. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and assigns.
d. 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.
e. Goveming 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.
f. Assignment. Developer may assign this Agreement to an entity formed by
Developer specifically for purposes of fulfilling its obligations under this Agreement. Other
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than such initial assignment, there shall be no transfer or assignment of any of the rights
or obligations of Developer under this Agreement without the prior written approval of the
Town.
g. Third Parties. There are no intended third -party beneficiaries to this
Agreement.
h. Contingency, No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligations of the Town under this Agreement are specifically
contingent upon annual appropriation of funds sufficient to perform such obligations. This
Agreement shall never constitute a debt or obligation of the Town within any statutory or
constitutional provision. All obligations of Developer underthis Agreement are specifically
contingent upon the Town appropriating sufficient funds.
i. No Joint Venture. Notwithstanding any provision hereof, the Town shall
never be a joint venture in any private entity or activity which participates in this
Agreement, and the Town shall never be liable or responsible for any debt or obligation
of any participant in this Agreement.
j. Independent Contractor. Developer is an independent contractor.
Notwithstanding any other provision of this Agreement, all personnel assigned by
Developer to perform work under the terms of this Agreement shall be, and remain at all
times, employees or agents of Developer for all purposes. Developer shall make no
representation that it is a Town employee for any purposes.
k. 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 set forth on the first page of this Agreement.
I. Recording. This Agreement shall be recorded with the Eagle County Clerk
and Recorder. The benefits and obligations of the Parties under this Agreement shall run
with the land, and shall be binding on, and enforceable by, any subsequent holder of an
interest in the Improvements or in the Property.
M. Force Majeure. No Party shall be in breach of this Agreement if such Party's
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
Agreement due to acts of God, floods, fires, sabotage, terrorist attacks, strikes, riots, war,
labor disputes, pandemics or the authority and orders of government.
n. Legal Challenge. If a Legal Challenge occurs, this Agreement will remain
in full force and effect through and until the 31st day following entry of a final, non -
appealable order resolving such Legal Challenge, unless earlier terminated or modified
by a written amendment signed by the Parties. If a Legal Challenge occurs, all deadlines
and time requirements in this Agreement shall be tolled until such time as a final, non -
appealable order resolving such Legal Challenge is entered. If a Legal Challenge
successfully voids, enjoins, or otherwise invalidates this Agreement or a portion thereof,
the Parties shall cooperate to cure the legal defect in a manner that most fully implements
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the intent and purpose of this Agreement; provided, however, that if the Parties do not
enter into a written agreement to cure the defect, either Party may terminate this
Agreement.
WHEREFORE, the Parties have executed this Agreement as of the Effective Date.
TOWN OF VAIL, COLORADO
Russell Forest, Town Manager
ATTEST:
Stephanie Bibbens, Town Clerk
TRIUMPH TIMBER RIDGE, LLC
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument was subscribed, sworn to, and acknowledged before me
this day of , 2023, by as
the of Triumph Timber Ridge LLC.
My commission expires:
(S E A L)
Notary Public
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ILLUSTRATION
FOR EXHIBIT "A"
A PARCEL OF LAND LOCATED IN THE NW114 AND NE114
SECTION I Z, TOWNSHIP 5 SOUTH, RANGE 81 WEST, 6th P.M.
NW1/4 SECTION 12
TOWNSHIP 5 SOUTH
RANGE 81 WEST
6th P.M.
LOT 1, TIMBER RIDGE SUBDIVISION
OWNER: TOWN OF VAIL
1281 NORTH FRONTAGE ROAD WEST
PARCEL No. 2103-121-29-001
4.84 ACRES
N52'50'29"E
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EXISTING 1-70 R.O.W.
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NOTES:
1) THIS EXHIBIT DOES NOT REPRESENT A MONUMENTED
LAND SURVEY, IT IS ONLY INTENDED TO DEPICT THE
ATTACHED PARCEL DESCRIPTION.
2) LINEAL UNITS ARE U.S. SURVEY FEET
3) PROJECT No.1-70-2(7)183, VESTING DEED RECORDED
MARCH 6. 1968 UNDER RECEPTION No. 107656.
4)PARCEL No. 21—EX CONTAINS 0.6535 ACRES
28,466 SO. FT.)
SHEET No. 1
1
EXHIBIT "A"
PROJECT NUMBER: I70-2(7)183
PAR CEL NUMBER: 21-EX
DATE: MARCH 10, 2023
This calculated description is compiled from Interstate Highway No. 70 Colorado Department of
Highways Right —of —Way (ROW) Plans, Project No. 170-2(7)183. This parcel of land will become
part of the adjoining property and will not become a separate parcel of land.
DESCRIPTION OF PARCEL No. 21—EX
A parcel of land No. 21—EX, being part of existing Interstate Highway No. 70 (170) Right —of —Way
as shown on the Colorado Department of Highways ROW Plans, Project No. 170-2(7)183, Vesting
Deed recorded March 6, 1968 under Reception No. 107656, said Parcel 21—EX lying within the
NWJ and NE1/4 Section 12, Township 5 South, Range 81 West of the Sixth Principal Meridian,
County of Eagle, State of Colorado, and being more particularly described as follows:
Beginning at a point on the ROW of said 170 from which the center of said section 12 bears
S10'07'54"W 1217.48 feet;
thence S52'50'29"W 408.80 feet; thence N37'09'31"W 109.99 feet to a point on the ROW of said
170; thence along said ROW the following two courses: (1) N52'50'29"E 108.80 feet; (2)
N72'58'35"E 319.53 feet to the Point of Beginning. The above described Parcel No. 21—EX
contains 0.6535 acres (28,466 sq. ft.). more or less, County of Eagle, State of Colorado.
This description is prepared for the transfer of Real Property (Parcel No. 21—EX) from the
Colorado Department of Transportation (CDOT) to the record owner of the adjoining property for
the disposal of the existing ROW no longer needed by CDOT.
Gore Range
Surveying, LLc
P.o Box 15
Avon. Co 81620
(970) 4791695 • fax (970) 479-MS
SHEET No 2
J
SITE = 210,400 SF
STUDIO UNITS = 56
1 BEDROOM UNITS = 46
2 BEDROOM UNITS 97
3 BEDROOM UNITS = 69
4 BEDROOM UNITS = 16 ADDI
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EXHIBIT
C
Timber Ridge Redevelopment
Costs:
Land and Historical (TOV) 110296,722
Sitework and Podium (TOV) 38,597,773
Vertical Construction (Triumph) 114,154,215
Total Costs 164,0480710
Sales:
Gross Sales Proceeds 181,987,064
Sales Costs 11819,871
Net Sales Proceeds 180,1671194
Loan and Equity Repayment 1141154,215
Remainder: to be split 66,012,978
Split: Town of Vail Triumph
49, 612, 978 16,400, 000
NOTE: Costs and Sales as of 4/1/23
EXHIBIT D
Timber Ridge II Housing Subdivision
Development / Construction Schedule
Triumph Development West
Activity
Legal
Design and Entitlement
PEC prep
PEC #1 submission date
PEC #1 meeting
PEC meeting two prep
PEC #2 meeting
DRB submission
DRB #1 introduce project
PEC meeting three prep
PEC #3 meeting
TOV council update
DRB #2 submission
DRB #2 meeting - details / pallette / colors
Prepare TOV grading / utility / foundation Permit Sets)
submit for TOV grading / utility / foundation permit
Submit for abatement permit
submit for demo permit
review / approval TOV foundation permit
5/5/23
Begin Date Duration End Date Notes
EXHIBIT
E
5/3/23
6/26/23 PEC prep
6/26/23 Submission for PEC meeting
7/24/23 First PEC meeting
7/25123
8/10/23 second meeting prep from PEC feedback
8/28/23 Second PEC meeting
8/28/23 Submission for DRB meeting #1(Sept. 20th)
9/20/23 Discuss project and process
8/29/23
9/11/23 third meeting prep from PEC feedback
9/25/23 Third PEC meeting, ask for approval
10/3/23
10/3/23 update TOV council
10/4/23 submission for DRB meeting #2 (Oct 18th)
10/18/23 set parameters for building details / pallettes / colors
8/28/23
90 1/12/24 Working on CD's during entitlement
1/15/24 schedule work sessions leading up to this date
1/22/24
4/1/24 submission with State - verifying reqs. / duration
1129/24
4/8/24 Demo to follow abatement
1/15/24
70 4/15/24 confirm with Building department
M_801116318 9
DEBT &EQUITY REPAYMENT MODEL
- $114M Construction Loan Payoff
- Funded from the sales of the homes upon completion
- Highest priority repayment obligation
- $49,5M Town of Vail - Contributions ($11.5M) & Seed Money Equity ($38M)
- $16.4M Triumph Timber Ridge, LLC — Compensation
- Following the construction loan payoff the Net Sales Proceeds from the sale of the
buildings funds a 70% Tc.V . 30'/, Triumph payback
0130 Potential Development Project Savings split 85% Triumph 1 15% ToV
OWN QQF VA
WIR
5/16/2023