HomeMy WebLinkAbout2005-20 Repealing and Reenacting Ordinance No. 9, Series 2003, Providing for the Major Amendment of SDD No. 26, Four Season Resort, and Amending the Approved Development Plan h
• ORDINANCE N0.20
SERIES OF 2005
AN ORDINANCE REPEALING AND RE-ENACTING ORDINANCE NO. 9, SERIES OF 2003,
PROVIDING FOR THE MAJOR AMENDMENT OF SPECIAL DEVELOPMENT DISTRICT NO.
36, FOUR SEASONS RESORT, AND AMENDING THE APPROVED DEVELOPMENT PLAN
FOR SPECIAL DEVELOPMENT DISTRICT NO. 36 IN ACCORDANCE WITH CHAPTER 12-9A,
VAIL TOWN CODE; AND SETTING FORTH DETAILS IN REGARD THERETO.
WHEREAS, Chapter 12-9A of the Town of Vail Zoning Regulations permits the adoption
of Special Development Districts; and
WHEREAS, Vail Development, I_LC, has submitted an application for a major
amendment to Special Development District No. 36, Four Seasons Resort; and
WHEREAS, in accordance with the provisions outlined in the Zoning Regulations, the
Planning & Environmental Commission held public hearings on the application; and
WHEREAS, the Planning & Environmental Commission has reviewed the prescribed
• criteria for the amendment of special development districts and has submitted its
recommendation of approval to the Vail Town Council; and
WHEREAS, the Vail Town Council finds that the proposed amendment to Special
Development District No. 36, Four Seasons Resort, complies with the nine design criteria
outlined in Section 12-9A-8 of the Vail Town Code and that the applicant has demonstrated that
any adverse effects of the requested deviations from the development standards of the
underlying zoning are outweighed by the public benefits provided; and
WHEREAS, the approval of the major amendment to Special Development District No.
36, Four Seasons Resort, and the development standards in regard thereto shall not establish
precedence or entitlements elsewhere within the Town of Vail; and
WHEREAS, all notices as required by the Town of Vail Municipal Code have been sent to
the appropriate parties; and
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• WHEREAS, the Vail Town Council considers it in the best interest of the public health,
safety, and welfare to adopt the proposed Approved Development Plan for Special Development
District No. 36, Four Seasons Resort.
~ NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL,
COLORADO, THAT:
Section 1. Purpose of the Ordinance
The purpose of Ordinance No. 20, Series of 2005, is to adopt an Approved Development Plan for
Special Development District No. 36, Four Seasons Resort, and to prescribe appropriate
development standards for Special Development District No. 36, in accordance with the provisions
of Chapter 12-9A, Vail Town Code. The "underlying" zone district for Special Development District
No. 36 shall remain Public Accommodation zone district.
• Section 2. Establishment Procedures Fulfilled. Plannina Commission Report
The procedural requirements described in Chapter 12-9A of the Vail Town Code have been fulfilled
~ and the Vail Town Council has received the recommendation of approval from the Planning &
Environmental Commission for the major amendment to Special Development District No. 36, Four
Seasons Resort. Requests for the amendment of a special development district follow the
procedures outlined in Chapter 12-9A of the Vail Town Code.
Section 3. Special Development District No. 36
The Special Development District is hereby amended to assure comprehensive development and
use of the area in a manner that would be harmonious with the general character of the Town,
provide adequate open space and recreation amenities, and promote the goals, objectives and
policies of the Town of Vail Comprehensive Plan. Special Development District No. 36, Four
Seasons Resort, is regarded as being complementary to the Town of Vail by the Vail Town Council
• and the Planning & Environmental Commission, and has been amended because there are
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• significant aspects of the Special Development District that cannot be satisfied through the
imposition of the standard Public Accommodation zone district requirements.
Section 4. Development Standards -Special Development District No. 36. Four Seasons,
Resort Development Plan -
The Approved Development Plan for Special Development District No. 36, Four Seasons Resort,
shall include the following plans and materials prepared by Zehren and Associates, Inc., and Hill
Glazier Architects, and Alpine Engineering, dated August 8, 2005, and stamped approved by the
Town of Vail, dated August 8, 2005:
a. C1. Existing Conditions Plan
b. C3. Water and Sanitary Sewer Plan
c. C4. Grading and Drainage Plan
d. C5. Erosion and Sediment Control Plan
• e. C6. Shallow Utility Plan
f. A-2.0.1 Level 1 Plan (132')
g. A-2.0.2 Level 2 Plan (140',142')
h. A-2.0.3 Level 3 Plan (152')
i. A-2.0.4 Level 4 Plan (162')
j. A-2.0.5 Level 5 Plan (172')
k. A-2.0.6 Level 6 Plan (182')
I. A-2.0.7 Level 7 Plan (192')
m. A-2.0.8 Level 8 Plan (202')
n. A-2.0.9 Level 9 Plan (212')
o. A-2.0.10 Level 10 Plan (222')
p. A-2.0.11 Roof Plan
• q. A-5.0.1 Elevations
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r. A-5.0.2 Elevations
s. A-5.0.3 Elevations
t. A-8.0.1 Site Pfan North
u. A-8.0.2 Site Plan South
v. A-9.0.1 Landscape Plan North
w. A-9.0.2 Landscape Plan South
x. A-10.0.1 Building Height Calculations -Absolute Height/Interpolated Contours
y. A-10.0.2 Building Height Calculations -Maximum Heightllnterpolated Contours
z. A-10.0.3 Building Height Calculations at Proposed Grades
aa. A-11.0.1 Existing Circulation
bb. A-11.0.2 Proposed Circulations
cc. A-12.0.1 Off-site Improvements Plan
. dd. A-13.0.1 Landscape Area
ee. A-14.0.1 Hardscape Area
ff. A-15.0.1 Above Ground Site Coverage
gg. A-15.0.2 Site Coverage Below Grade
hh. A-16.0.1 Streetscape Elevations
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Permitted Uses--
The permitted uses in Special Development District No. 36 shall be as set forth in the development
plans referenced in Section 4 of this ordinance.
Conditional Uses-
The conditional uses for Special Development District No. 36, Four Seasons Resort, shall be set
forth in Section 12-7A-3 of the Town of Vail Zoning Regulations. All conditional uses shall be
reviewed per the procedures as outlined in Chapter 12-16 of the Town of Vail Zoning Regulations.
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Density- Units per Acre -Dwelling Units, Accommodation Units, Fractional Fee Club Units
and Employee Housing Units -
The number of units permitted in Special Development District No. 36, Four Seasons Resort,
shall not exceed the following:
Dwelling Units -16
Accommodation Units -122
Fractional Fee Club Units -19
Type III Employee Housing Units - 28
Density- Floor Area -
The gross residential floor area (GRFA), common area and commercial square footage permitted
for Special Development District No. 36, Four Seasons Resort, shall be as set forth in the
• Approved Development Plan referenced in Section 4 of this ordinance.
Sr~ecifically:
GRFA -177,609 square feet
Retail - 2,386 square feet
Restaurant/Lounge - 5,946 square feet (seating capacity)
Conference Facilities -11,139 square feet
Health Club and Spa -18,577 square feet
Setbacks--
Required setbacks for Special Development District No. 36, Four Seasons Resort, shall be as
set forth in the Approved Development Plan referenced in Section 4 of this ordinance.
Height-
The maximum building height for Special Development District No. 36, Four Seasons Resort,
• shall be as set forth in the Approved Development Plan referenced in Section 4 of this ordinance
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(89 feet maximum).
Site Coverage-
The maximum site coverage allowed for Special Development District No. 36, Four Seasons
Resort, shall be as set forth in the Approved Development Plan referenced in Section 4 of this
ordinance (70,150 square feet above grade or 59%; and 85,091 square feet below grade or
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~ Landscaping--
The minimum landscape area requirement for Special Development District No. 36, Four
Seasons Resort, shall be as set forth in the Approved Development Plan referenced in Section 4
of this ordinance (35,268 square feet or 30%).
Parkin and Loadin -
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The required number of off-street parking spaces and loading/delivery berths for Special
• Development District No. 36, Four Seasons Resort, shall be provided as set forth in the
Approved Development Plan referenced in Section 4 of this ordinance (211 spaces reauired, 215
spaces provided). In no instance shall Vail Road, West Meadow Drive or the South Frontage
Road be used for loading/delivery or guest drop-off/pick-up without the prior written approval of
the Town of Vail. The reauired parkirtg spaces shall not be individually sold, transferred, leased,
conveyed, rented or restricted to any person other than a condominium owner, fractional fee
owner, tenant, occupant or other user of the building, except that six (6) of the reauired spaces
may be utilized by the Holiday House Condominium Association, d/b/a Nine Vail Road
Condominiums for parking pursuant to the terms of a recorded Easement Agreement. The
foregoing language shall not prohibit the temporary use of the parking spaces for events or uses
outside of the building, subject to the approval of the Town of Vail nor shall it limit the number of
spaces available for sale or lease to condominium and/or fractional fee owners.
• Section 5. Approval Agreements for Special Development District No. 36. Four Seasons
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• Resort
The approval of Special Development District No. 36, Four Seasons Resort shall be conditioned
upon the developer's demonstrated compliance with the following approval agreements:
1. That the developer shall provide deed-restricted housing that complies with the Town of Vail
Employee Housing requirements (Chapter 12-13) for a minimum of 56 employees on the Four
Seasons Resort site, and that said deed-restricted employee housing shall be made available for
occupancy, and that the deed restrictions shall be recorded with the Eagle County Clerk &
Recorder, prior to issuance of a Temporary Certificate of Occupancy for the Four Seasons
Resort.
2. That the Memorandum of Understanding as provided in Exhibit A, shall be adopted with the
second reading of Ordinance No. 20, Series of 2005. This fulfills approval agreement number 2
of first reading of Ordinance No. 20, Series of 2005.
3. That the developer shall record a drainage easement for Spraddle Creek. The easement shall
be prepared by the developer and submitted for review and approval by the Town Attorney. The
easement shall be recorded with the Eagle County Clerk & Recorder's Office prior to the
issuance of a Temporary Certificate of Occupancy for the Four Seasons Resort.
4. That the developer shall submit a final exterior building materials list, a typical wall section and
~ complete color renderings for review and approval of the Design Review Board, prior to submittal
• of an application for a building permit.
5. That the develo r h II
pe s a submit a comprehensive sign program proposal for the Four Seasons
Resort for review and approval by the Design Review Board, prior to the issuance of a
Temporary Certificate of Occupancy for the Four Seasons Resort.
6. That the developer shall submit a rooftop mechanical equipment plan for review and approval by
the Design Review Board prior to the issuance of a building permit. All rooftop mechanical
equipment shall be incorporated into the overall design of the hotel and enclosed and visually
screened from public view.
7. That the developer shall post a bond to provide financial security for the 150% of the total cost of
the required off-site public improvements. The bond shall be in place with the Town prior to the
issuance of a building permit.
8. That the developer shall comply with all fire department staging and access requirements
pursuant to Title 14, Development Standards, Vail Town Code. This will be demonstrated on a
set of revised plans for Town review and approval prior to building permit submittal.
9. That the required Type III deed-restricted employee housing units shall not be eligible for resale
and that the units be owned and operated by the hotel and that said ownership shall transfer with
the deed to the hotel property.
~0. That the developer shall coordinate the relocation of the existing electric transformers on the
property with local utility providers. The revised location of the transformers shall be part of the
final landscape plan to be submitted for review and approval by the Design Review Board.
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11. That the developer shall submit a written letter of approval from Nine Vail Road Condominium
Association, the Scorpio Condominium Association, and the Alphorn Condominium Association
granting access to allow for the construction of sidewalk, drainage, Spraddle Creek relocation,
and landscaping improvements, respectively, prior to the issuance of a building permit.
12. That the developer provides a 6 ft. to 8 ft. heated paver pedestrian walkway from the Frontage
Road bus stop adjacent to the West Star Bank then continuing east to Vail Road and then south
to the 9 Vail Road property line. All work related to providing these improvements including
~ lighting, retaining, utility relocation, curb and gutter, drainage and landscaping shall be included.
A plan shall be submitted for review and approval by the Town and the Design Review Board
prior to submittal of a building permit.
13. That the developer shall provide a heated pedestrian walk connection from the Frontage Road to
West Meadow Drive. The developer shall record a pedestrian easement for this connection for
review and approval by the Town Attorney prior to issuance of a Temporary Certificate of
Occupancy.
14. That the developer shall prepare and submit all applicable roadway and drainage easements for
dedication to the Town for review and approval by the Town Attorney. All easements shall be
recorded with the Eagle County Clerk and Recorder's Office prior to issuance of a Temporary
Certificate of Occupancy.
5. That the developer shall be assessed an impact fee of $5,000 for all net increase in pm traffic
generation as shown in the revised Aprif 4, 2003, Traffic Study. The net increase shall be
calculated using the proposed peak generating trips less the existing Resort Hotel and Auto
Care Center trips, respectively being 155-(108+7) = 40 net peak trips ~ $5,000 = $200,000.
This fee will be offset by the cost of non-adjacent improvements constructed.
16. That the developer shall receive approval for all required permits (CDOT access, ACOE,
dewatering, storm-water discharge, etc.) prior to issuance of a building permit.
17. That the developer shall submit a full site grading and drainage plan for review and approval by
the Town and the Design Review Board. The drainage plan will need to be substantiated by a
drainage report provided by a Colorado professional Engineer, include all drainage, roof drains,
landscape drains etc., and how they will connect with the TOV storm system. The developer
shall submit all final civil plans and final drainage report to the Town for civil approval by the
Department of Public Works, prior to submittal of a building permit.
18. That the developer shall provide detailed civil plans, profiles, details, limits of disturbance and
construction fence for review and civil approval by the Department of Public Works, prior to
submittal of a building permit.
19. That the developer shall be responsible for all work related to providing landscaping and lighting
within the proposed Frontage Rd. medians. A detailed landscape plan of the medians shall be
provided for review and approval by the Design Review Board.
•0. That the developer shall provide additional survey information of the south side of the Frontage
Road to show existing trees to be removed and additional survey in front of the Scorpio building
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• in order to show accurate grades for the construction of the path from the Four Seasons to the
bus stop at West Star bank. Final design shall be reviewed and approved by the Town and the
Design Review Board.
21. That the developer is responsible for 100% of final design improvements along West Meadow
Drive from the centerline of the road back to the Four Seasons property line from Mayors' park
to western most property line of the Four Seasons, including any drainage and grade tie-ins
beyond the west property line. This includes all improvements, including, drainage, lighting, art,
streetscape enhancements, edge treatments, curbs, heated walks, etc. Final plans shall match
~ and be coordinated with the proposed Town of Vail streetscape plan for West Meadow Drive
and shall be provided for review and approval by the Design Review Board.
I~~ 22. That the develo er shall incor orate ublic art into the develo ment and shall c or in
p p p p o d ate a l art
proposals with the Art in Public Places Board, subject to review and approval by the Design
Review Board.
23. That the developer shall resolve all of the following design-related issues for final Design Review
Board review and approval:
a. Proposed hydrant relocation at the NW corner of the property shall be graded to be level with
the proposed sidewalk and landscaping will be located as to not interfere with the operation
of the hydrant.
b. The cross-slope on the West Meadow Drive walk shall maintain a max. 2.0% cross slope
• that is sloped towards the road.
c. The boulder wolfs and grading at the SE corner of the property shall be modified as to not
impact the existing 2-36" CMP's.
d. The foundation wall at the SE corner of the parking structure shall be modified to
accommodate the existing Spraddle Creek vault.
e. The proposed Spraddle Creek vault and concrete box culvert shall be modified to work with
the existing phone vault.
f. All known existing utilities shall be shown on a plan with the proposed drainage and utilities in
order to clarify potential conflicts.
g. The proposed walk that meets the frontage road walk at the eastern portion of the property
shall be realigned slightly to the west to avoid the existing inlet.
h. Fire staging turning movements shall be show on plans.
i. Retaining walls west of the loading and delivery access drive shall be curved/angled in order
to "bench" access drive wall.
j. Top of wall elevation for the Frontage Rd-West Meadow Drive path reads as 185.5?(Typo)
k. Railings shall be provided for paths where necessary
I. Show edge of existing pavement for Frontage road on civil plans and show match point.
m. Erosion control plan shall be updated.
n. Show grading around proposed electric vault.
o. Show driveway grades, spot elevations on civil plans.
p. Show additional TOW/BOW elevations on pool walls.
24. That the developer shall begin initial construction of the Four Seasons Resort within three years
• from the time of its final approval at second reading of the ordinance amending Special
Development District No. 36, Four Seasons Resort, and continue diligently toward the
completion of the project. If the developer does not begin and diligently work toward the
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• completion of the special development district or any stage of the special development district
within the time limits imposed, the approval of said special development district shall be void.
The Planning and Environmental Commission and Town Council shall review the special
development district upon submittal of an application to reestablish the special development
district following the procedures outlined in Section 12-9A-4, Vail Town Code.
25. That the Developer shall commit no act or omission in any way to cause the current operation of
the Chateau at Vail to cease until such time as a demolition permit is issued by the Department
of Community Development.
Section 6.
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I any part, section, subsection, sentence, clause or hrase of this ordinance is far an reason
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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.
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Section 7.
The repeal or the repeal and re-enactment of any provisions of the Vail Municipal Code as
provided 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 repealed or
re Baled an r ena to . Th r I f r v' i h r h II n r viv n r vi i r n
d e c d e e ea o an o is on a eb s a of B e a o s on o a
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ordinance previously repealed or superseded unless expressly stated herein.
Section 8.
All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby
repealed to the extent only of such inconsistency. The repealer shall not be construed to revise
• any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed.
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INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON
FIRST READING this 20'h day of December, 2005, and a public hearing for second reading of
this Ordinance set for the 3`~ day of January, 2006, in the Council Chambers of the Vail Municipal
Building, Vail, Colorado.
SSA ,
Rodney E. Slifer, Mayor
ATTEST:
oo~o~'
t?
relei Donaldson, Town Clerk
INTRODUCED, READ, ADOPTED AND ENACTED ON SECOND READING AND ORDERED
~UdLISHED IN FULL this 3`d day of January, 2006.
'
Rodney E. Slifer, Mayor
~O~N .O F
ATTEST: ;
•
SEAL
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e"' ~ COLOFtP`00
• Lorelei Donaldson, Town Clerk
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• Exhibit A:
TOWN OF VAIL
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding is made and entered into on the 3'd day of
January, 2006, by and between VAIL DEVELOPMENT LLC., a Minnesota corporation and the
TOWN OF VAIL a Municipal corporation, situated in the County of Eagle, State of Colorado.
WHEREAS, Vail Devel~r...ent LLC is planning the devel~Y..~ent and construction of a mixed
use project consisting primarily of a five star hotel, a fractional fee club, condominiums, retail,
employee housing units and related facilities at 28 South Frontage Road and 13 Vail Road, Vail
~ Colorado (Lots 9A and 9C, Vail Village 2nd Filing) currently and commonly known as the Chateau at
Vail hotel and the Alpine Standard/Amoco gasoline station;
WHEREAS, in connection with its proposed mixed use development Vail Development
~C, is requesting from the Town of Vail certain entitlements ursuant to its a lications for a
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major amendment to Special Development District No. 36, a conditional use permit for Type III
Employee Housing Units, a conditional use permit for a Fractional Fee Club and a rezoning of Lot
9A, Vail Village 2"d~Filing;
WHEREAS, in connection with the applications and requested entitlements, Vail
Devel.,r...ent, LLC, is required by the Town of Vail to make certain off-site/public improvements (as
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specifically set forth in detail below) along South Frontage Road and West Meadow Drive
consistent with the Town of Vail Streetscape Master Plan, as amended;
WHEREAS, as a condition to the second reading of Ordinance No. 20, Series of 2005, the
parties are required to enter into this Memorandum of Understanding setting forth the
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• responsibilities, obligations and requirements of the parties in connection with said offsite/public
improvements to be performed by Vail Development, LLC,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
I. DEFINITIONS
1. When used in thas Memorandum of Understanding, the following terms shall have the
following meanings unless otherwise specifically defined. The singular shall include the plural and the
masculine gender shall include the feminine and the neuter unless otherwise required by the context.
"Improvements" shall mean those off-site/public improvements as specifically defined in
Section III below.
"MOU" shall mean this Memorandum of Understanding agreement and all exhibits
annexed hereto.
"Vail Develo me t" shall mean Vail D vel
p ~ e opment, LLC, a Minnesota corporation, whose
address is 600 Foshay Tower, 821 Marquette Avenue South, Minneapolis, Minnesota 55402;
Attention: Thomas J, Brink
"Parties" shall mean both Vail Development and Town of Vail.
"Project" shall mean the mixed use project being planned by Vail Development and
consisting primarily of a five star hotel, a fractional fee club, condominiums, retail, employee
housing units and related facilities to be located at the Property, which mixed use project is the
subject of Ordinance No. 20, Series 2005.
"Property" shall mean those properties commonly known as the Alpine Standard/Amoco
gasoline station and the Chateau at Vail hotel, located respectively at 28 South Frontage Road and 13
Vail Road, Vail Colorado -Lots 9A and 9C, Vail Village 2' Filing.
"Town of Vail" shall mean the Town of Vail, a municipal corporation, whose address is 75
South Frontage Road, Vail Colorado 81657; Attention:
II. PURPOSE
2. The express purpose of this MOU is to establish the mutual responsibilities,
obligations and requirements of the Parties hereto regarding the Improvements to be performed by
Nicollet in connection with Vail Development's entitlements and Project. These Improvements
are required to be made by Vail Development based upon the design and functionality of the
Project or as specifically required by the Town of Vail in connection with Vail Development's
entitlements.
III. VAIL DEVELOPMENT'S OBLIGATIONS
3. Vail Development shall be responsible, at its sole cost and expense, except as
specifically provided herein, to complete and perform the following (collectively, the
"Improvements") in connection with the Project:
(a) South Frontage Road. Vail Development shall perform the following
improvements along the South Frontage Road, using new and first class materials, as approved by
the Town of Vail and the Town of Vail Design Review Board and in accordance with all
applicable federal, state and local laws, statutes, ordinances and regulations: (i) widen the south side
of South Frontage Road and install a left turn lane in South Frontage Road to the entrance of the hotel
and a corresponding left turn lane to the entrance of the existing Town of Vail Police Station; (ii)
install medians in South Frontage Road from the main roundabout to the western lot line of the
Scorpio Condominium property; (iii) provide all landscaping and lighting within the
• proposed South Frontage Road median to be constructed by Vail Development; (iv) install an attached
heated paver sidewalk/walkway (6 to 8 feet wide) adjacent to the South Frontage Road from the bus
stop adjacent to the Weststar Bank east along the Scorpio Condominium property and the Property to
Vail Road including all lighting retaining walls, railings, utility relocation, curb and gutter, drainage
and landscaping as necessary; (v) relocate the fire hydrant adjacent to South Frontage Road; and (vi)
pavement overlay from the centerline of South Frontage Road to the property line of the Property
from the main roundabout west to the bus stop adjacent to the Weststar Bank (subject to timing and
coordination of the CDOT overlay project that will be at CDOT's sole cost and expense).
(b) Yail Road. Vail Development shall perform the following improvements along
the Vail Road, using new and first class materials, as approved by the Town of Vail and the
Town of Vail Design Review Board and in accordance with all applicable federal, state and local
i • laws, statutes, ordinances and regulations: (i) install an attached heated paver sidewalk/walkway (6
to 8 feet wide) adjacent to Vail Road from the South Frontage Road south along the Property to 9
Vail Road property, including all lighting retaining walls, railings, utility relocation, curb and gutter,
drainage and landscaping as necessary; (ii) relocate the Spraddle creek piping and install new box
culverts; and (iii) pavement overlay from the centerline of Vail Road to the property line of the
Property from the main roundabout (South Frontage Road) south to the property line of 9 Vail Road.
along West Meadow Drive, using new and first class materials, as approved by the Town of
Vail and the Town of Vail Design Review Board and in accordance with all applicable federal,
(c) West Meadow Drive. Vail Development shall perform the following
state and local laws, statutes, ordinances and regulations: (i) install an attached heated paver
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~alk/walkway (6 to 14 feet wide, or as required by the final approved Town of Vail
Streetscape Master Plan for West Meadow Drive) adjacent to West Meadow Drive from the
western most side of Mayors' Park west along the 9 Vail Road property and the Property to the
western most property line of the Property, including all lighting retaining walls, railings, utility
relocation, curb and gutter, drainage and landscaping as necessary and to match, and be
coordinated with the final approved Town of Vail Streetscape plan for West Meadow Drive; (ii) all
design improvements along West Meadow Drive from the centerline of the right-of--way to the
property line of the Property and the 9 Vail Road property from the western most side of Mayors'
park west to the western most property line of the Property (specifically including any drainage
and grade tie-ins necessary beyond the western most property line of the Property), including all
drainage, lighting, art, streetscape enhancements, utility relocation, edge treatments, curb and gutter
i~andscaping as necessary and to match and be coordinated with the final approved Town of
Vail Streetscape plan for West Meadow Drive.
(d) Pedestrian Walkway. Vail Development shall perform the following
improvements along the western property line of the Property from the South Frontage Road to
West Meadow Drive, using new and first class materials, as approved by the Town of Vail and the
Town of Vail Design Review Board and in accordance with all applicable federal, state and
local laws, statutes, ordinances and regulations: (i) design and install an attached heated
pedestrian sidewalk/walkway along the western property line of the Property from the South Frontage
Road south to West Meadow Drive, including all lighting retaining walls, railings, utility
relocation, drainage and landscaping as necessary.
(e) Spraddle Creek. Vail Development shall perform the following
improvements in connection with Spraddle Creek, using new and first class materials, as approved by
t~wn of
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Vail and the Town of Vail Design Review Board and in accordance with all applicable federal,
state and local laws, statutes, ordinances and regulations. (i) relocate the Spraddle creek piping and
install.new box culverts, as necessary.
IV. EASEMENTS
4. Vail Development shall be responsible, at its sole cost and expense, to prepare and submit
all applicable roadway, drainage, and pedestrian easements for dedication in connection with the
Project or the Improvements to the Town of Vail for review and approval by the Town of Vail, Town
Attorney and all such easements shall be filed and recorded with the Eagle County Clerk and
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Recorder's Office prior to the issuance of a Temporary Certificate of Occupancy for the Property.
~ V. TOWN OF VAIL'S OBLIGATIONS
S. Once the Improvements have been completed by Nicollet and accepted by the Town of Vail,
I'~ the Town of Vail shall be responsible for all maintenance, upkeep, watering, mowing, trimming,
• weed control, snow removal, debris removal, repair and replacement of any and all Improvements
11 cost and ex enses
located in a ublic ri t of wa or in a ublic easement, including any and a p
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associated directly or indirectly therewith (except the Town of Vail shall have no obligation to heat or
repair the heat for the sidewalks) and Vail Development shall have no continuing or further
obligations or responsibilities in connection therewith.
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i VI. FINANCIAL GUARANTEE REQUIREMENTS
6. Nicollet shall provide and post with the Town of Vail a Bond in the total amount of One
Hundred Fifty Percent (150%) of the total cost of the Improvements (as mutually determined
and agreed to by and between Vail Development and the Town of Vail), to provide financial
security to the Town of Vail and to assure the completion of the Improvements by Vail Devel.,~~~~ent.
The
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.Bond shall be provided and posted with the Town of Vail prior to the issuance of a building
permit for the Project.
~ VII. MISCELLANEOUS PROVISIONS
7.1 Amendments. This MOU and all documents and instruments executed in connection
herewith may be amended, modified or supplemented only by a written instrument, executed by
~ the party against which enforcement thereof maybe sought.
7.2 Binding Effect. This MOU shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns. The obligations assumed and agreed to be
performed by each party hereunder with respect to the Property shall be binding upon such, party
and their respective successors, assigns and transferees. The covenants of the Parties contained
herein are intended by the parties to be covenants which run with the land under applicable law.
Vail Development, LLC, agrees to make any transfer of any interest in the Property subject to the
.obligations contained in this MOU.
7.3 Colorado Law. This MOU shall be construed and enforced In accordance with the
laws of the State of Colorado.
7.4 Time of Essence. Time is of the essence of this MOU. In the event the provisions of
this MOU require any act to be done or action to be taken hereunder on a date which is a Saturday,
Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if done
or take on the next succeeding d'ay which is not a Saturday, Sunday or legal holiday.
7.5 Counteraarts. This Agreement may be executed in counterparts, each of which
shall constitute a separate document but all of which together shall constitute one and the same
•
e
~greement. Signature and acknowledgment pages may be detached and reattached to physically
form one document.
7.6 Attorneys' Fees. If legal action is commenced in connection with the enforcement,
interpretation, or breach of any provision of this MOU, the Court as part of its judgment shall
award reasonable attorneys' fees and costs to the prevailing party.
7.7 Invalidity of Certain Provisions. Every provision of this MOU is intended to be several.
In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever
by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the
terms and provisions hereof, which terms and provisions shall remain binding and enforceable.
7.8 Entire Agreement. This MOU and the documents referenced herein set forth all the
covenants, promises, agreements, conditions and understandings among the Parties concerning the ~
ubject matter hereof and there are no covenants, promises, agreements, conditions or
derstandings, either oral or written, between them other than as are herein set forth. All negotiations
and oral agreements acceptable to both parties have been merged into and are included herein, it
being understood that this MOU supersedes and cancels any and all previous negotiations,
arrangements, understandings and representations and none thereof shall be used to interpret or
construe this MOU.
7.9 Notices. All notices, certificates or other communications required to be given to the
Town of Vail or Vail Devel.,y~.~ent, LLC, hereunder shall be sufficiently given and shall be deemed
given when delivered, or when deposited in the United States mail, first class, with postage
fully prepaid and addressed as follows:
6
. If to the Town of Vail; Town of Vail
c/o
75 South Frontage Road
Vail, Colorado 81657
If to Vail Development, LLC: Vail Development LLC, c/o
Thomas J. Brink 600 Foshay Tower
821 Marquette Avenue South
Minneapolis, Minnesota 55402
7.10 No Third Party Beneficiary. This MOU and any financial guarantees required pursuant
to its terms are not intended for the benefit of any third party.
7.11 Indemnification. Vail Development, LLC, agrees to indemnify and hold the Town
of Vail harmless against any and all liability, loss, damages, costs and expenses, including
reasonable attorney's fees, which the Town of Vail may hereafter sustain, incur or be required
• to pay by reason of any negligent act or omission or intentional act of Nicollet, its agents,
ntractors which is incurred in connection with or is of any
i officers, employees, contractors, or subco ,
nature whatsoever arising out of the construction or the installation of the Improvements which
Nicollet is required to perform under the terms of this MOU.
7.12 Termination. So long as the Town of Vail approval, for the Special Development
District No. 36 -Four Seasons Resort remains valid and has not terminated by passage of time or
~ otherwise, this MOU may not be terminated, in whole or in part, without the mutual written consent
~ of the Parties hereto
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•
above.
WHEREFORE, the Parties hereto have executed this MOU as of the date first set forth
VAIL DEVELOPMENT, LLC
By: Thomas J. Brink
Its: Vice President & General Counsel
TOWN OF VAIL
•
By:
I
t
s
ss ACKNOWLEDGMENT BY VAIL DEVELOPMENT, LLC
~TATE OF MINNESOTA
ff
~OUNTY OF HENNEPIN
This instrument was acknowledged on the day of 2006, before
me a notary within and for said County by Thomas J. Brink, the Vice President and General
Counsel of Vail Development, LLC, a Minnesota corporation, on behalf of the corporation.
Notary Public
•
•
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e
• STATE OF COLORADO )
ss ACKNOWLEDGMENT BY TOWN OF VAIL
' COUNTY OF EAGLE
On the day of , 2006, before me a notary public within and for
said County, personally appeared tome personally
known and by me duly sworn, the of the Town of Vail, a municipality
named in the foregoing instrument and that the seal affixed to said instrument was signed and
sealed on behalf of said municipality by authority of its .
acknowledged said instrument to be the free act and deed of said municipality.
•
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The Dally f ;Iflads 970.845.9937 / vaildailv.com Friday. January 6. 2006 Palle C29
' ORDINANCE NO. 20 SERIES OF 2005
AN ORDINANCE REPEALING AND RE-ENACTING ORDINANCE NO. 9, SERIES OF 2003, Conference Facilities - 11,139 square feet
PROVIDING FOR THE MAJOR AMENDMENT OF SPECIAL DEVELOPMENT DISTRICT NO. Health Club and Spa - 18,577 square feet
38, FOUR SEASONS RESORT, AND AMENDING THE APPROVED DEVELOPMENT PLAN FOR Setbscks-
SPECIAL DEVELOPMENT DISTRICT NO. 36 IN ACCORDANCE WITH CHAPTER 12AA, VAIL Required setbacks for Special Development District No. 36, Four Seasons Resort, shall be as set
TOWN CODE; AND SETTING FORTH DETAILS IN REGARD THERETO. forth in the Approved Development Plan referenced in Section 4 of this ordinance.
Ffelght-
WHEREAS, Chapter 12-9A of the Town of Vail Zoning Regulations permits the adoption of Special _ The maximum building height for Special Development District No. 36, Four Seasons Resort, shall
• Development Districts; and be as set forth in the Approved Development Plan referenced in Section 4 of this ordinance (89 feet
WHEREAS, Vail Development, LLC, has submitted an application for a major amendment to Special maximum).
Development District No. 36, Four Seasons Resort; and Site Coverags-
WHEREAS, in accordance with the provisions outlined in the Zoning Regulations, the Planning & The maximum site coverage allowed for Special Development District No. 36, Four Seasons Resort,
Environmental Commission held public hearings on the application; and shall be as set forth in the Approved Development Plan referenced In Section 4 of this ordinance
WHEREAS, the Planning & Environmental Commission has reviewed the prescribed criteria for the (70,150 square feet above grade or 59%, and 85,097 square feet below grade or 71 %
amendment of special development districts antl has submitted its recommendation of approval to Lendsceping-
the Vail Town CounciC and The minimum landscape area requirement for Special Development DisVict No. 36. Four Seasons
WHEREAS, the Vail Town Council finds that the proposed amendment to Special Development Resort, shall be as set forth in the Approved Development Plan referenced in Section 4 0l this
- District No. 36, Four Seasons Resort, complies with the nine design criteria outlined in Section 12- ordinance (35,268 square feet or 30%
9A-8 of the Vail Town Code antl that the applicant has demonstrated that any adverse effects of the Parking and Loading -
requesled deviations from the development standards of the underlying zoning are outweighed by
the public benefits provided; and The required number of off-street parking spaces and loadingldelivery berths for Special
WHEREAS, the approval of the major amendment to Special Development District No. 36, Four Development District No. 36, Four Seasons Resort, shall be provided as set forth in the Approved
Seasons Resort, and the development standards in regard thereto shall not establish precedence Development Plan referenced in Section 4 of this ordinance (211 spaces required. 215 spaces
or entitlements elsewhere within the Town of Vail; and provided). In no instance shall Vail Road, West Meadow Drive or the South Frontage Road be used
WHEREAS, nil notices as required by the Town of Vail Municipal Code have been sent to the for loading/delivery or guest dmp-offJpick-up without the prior written approval of the Town of Vail.
appropriate parties; and The reeu~red parking spaces shall not be individually sold, transferred, leased, conveyed, rented or
WHEREAS, the Vail Town Council considers it in the best interest of the public health, safety, and restricted to any person other than a condominium owner, fractional fee owner, tenant, occupant or
welfare to atlopt the proposed Approved Development Plan for Special Development District No other user of the building, except that six (6) of the recurred spaces may be utilized by the Holiday
36, Four Seasons Resort. House Condominium Association, d/b/a Nine Vail Road Condominiums for parking pursuant to the
terms of a recorded Easement Agreement. The foregoing language shall not prohibit the temporary
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OP THC TOWN OF VAIL, use of the parking spaces for events or uses outside of the building, subject to the approval of the
COI ORADO, l HAT. Town of Vail nor shall it limit the number of spaces available for sale or lease to condominium and/or
Section 1. pslgmsft of the Ordinance fractional fee owners.
The purpose of Ordinance No. 20, Series of 2005, is to adopt an Approved Development Plan for Section 5.Aporovel groemants for Spacial DsvNoprent Dlstria No. 38. Four Ssepna
Special Development District No. 36, Four Seasons Resort, and to prescribe appropriate development ResoA
standards for Special Development District No. 36, in accordance with the provisions of Chapter 12- The approval of Special Development District No. 36, Four Seasons Resort shall be conditioned
9A, Vail Town Code. The "underlying' zone district for Special Development District No. 36 shall upon the developer's demonstrated compliance with the following approval agreements:
remain Public Accommodation zone district.
Section 2. EEtab11~4mam Procedure FylWfasl, Planning Commission HeRQR 1 That the developer shah provide ee:ed restricted housing that complies with the Town of Vail
The procedural requirements described in Chapter 12-9A of the Vail Town Code have boen fulfilled Employee Housing requirenik7nis (Chapter 12-13) for a minimum of 56 employees on the Four
and the Vail Town Council has received the recommendation of approval from the Planning & Seasons Resort site, and that said deed-restricted employee housing shall be made available
Environmental Commission for the major amendment to Special Development District No. 36, for occupancy, and that tho deed restrictions shall be recorded with the Eagle County Clerk 8
Four Seasons Resort. Requests for the amendment of a special development district follow the Recorder, prior to issuance of a Temporary Certificate of Occupancy for the Four Seasons Resort.
procedures outlined in Chapter 12-9A of the Vail Town Code.
Section 3. SpacJsl_Deyai7tpment Dlatrlct No. 38 2. That the Memorandum of Understanding as provided in Exhibit A, shall be adopted with the
The Special Development District is hereby amended to assure comprehensive development and second reading of Ordinance No. 20, Series of 2005. This fulfills approval agreement number 2 of
use of the area in a manner that would be harmonious with the general character of the Town, provide first reading of Ordinance No. 20, Series of 2005.
adequate open space and recreation amenities, and promote the goals, objectives and policies of
the Town of Vail Comprehensive Plan. Special Development District No. 36, Four Seasons Resort, 3. That the developer shall record a drainage easement for Spraddle Creok. The easement shall
is regarded as being romplementary to the Town of Vail by the Vail Town Council and the Planning be prepared by the developer and submitted for review and approval by the Town Attorney. The
& [nvironmental Commission, and has been amendetl because there are signdicant aspects of the easement shall be recorded wuh tho Eagle County Clerk 8 Recorder's Office prior to the issuance
Special Development District that cannot be satisfied through the imposition of the standard Public of a Temporary Certificate of Occupancy for the Four Seasons Resort.
Accommodation zone district requirements
Section 4. D21t41onmen] Standards - $paclal Oavelopment Dlatrict Np- 36. Four Sea44DE 4. That the developer shall submit a final exterior building materials list, a typical wall section and
gasort Davslopmant Plen - complete color renderings for review and approval of the Design Review Board, prior to submittal
The Approved Development Plan for Special Deveopment District No 36, Four Seasons Resort, shall of an application for a building permit.
include the following plans and materials prepared by Zehren and Associates, Inc., and Hill Glazier
Architects, and Alpine Engineering, dated August $ 2005, and stamped approved by the Town of 5. That the developer shall submit a comprehensive sign program proposal for the Four Seasons
Vad, dated August 8, 2005: Resort for review and approval by the Design Review Board, prior to ilia issuance of a Terciporery
a. C1 Existing Conditions Plan Certificate of Occupancy for the Four Seasons Resort.
b. C3 Water and Sanitary Sewer Plan 6. That the developer shall submit a rooftop mechanical equipment plan for review and approval
• c C4. Gratlmg and Drainage Plan by the Design Review Board prior to the issuance of a building permit All rooftop mechanical
d C5. Erosion and Sediment Control Plan equipment shall be incorporated Into the overall design of the hotel and enclosed and visually
e. C6. Shallow Utility Plan screened 6om public view.
I. A-2.0.1 Level 1 Plan (132')
g. A-2.0 2 Level 2 Plan (140',142') 7 That the developer shall post a bond W provide financial security for the 150% of the total cost
h. A-2.03 Level 3 Plan (752') of the required off-site public improvements. The bond shall be in place with the Town prior to the
i. A-2.0.4 Level 4 Plan (162') issuance of a building permit.
j. A-2.0.5 Level 5 Plan (172')
k. A-2 0.6 Level 6 Plan (182') B. That the developer shall comply with all Lire department staging and access requirements pursuant
I. A-2.0.7 Level 7 Plan (192') to Title 14, Development Standards. Vail Town Code. This will be demonstrated on a set of revised
m A-2.0.8 Level 8 Plan (202') plans for Town review and approval prior to building permit submittal.
n. A-2.0.9 Level 9 Plan (212') °
o. A-2.0.10 Level 10 Plan (222') 9. That the required Type III deed-restricted employee housing units shall not be eligible for resale
p. A-2.0.11 Roof Plan and that the units be owned and operated by the hotel and that said ownership shall transfer with
q. A-5.0.1 Elevations the deed to the hotel property.
r. A-50.2 Elevations
s. A-5 0 3 Elevations 10. That the developer shall coordinate the relocation of the existing electric transformers on the
t. A-8 0.1 Site Plan North property with local utility providers. The revised location of the transformers shall be part of the final
u A-8.0.2 SRe Plan South landscape plan to be submitted for review and approval by the Design Review Board.
v. A-9.0.1 Landscape Plan Nonh
w. A-9.0.2 Landscape Plan South 11 That the developer shall submit a wntten letter of approval from Nine Vail Road Condominium
x. A-10.0.1 Building Height Calculations -Absolute HeighVlnterpolated Contours Association, the Scorpio Condominium Association, and the Alphorn Condominium Association
y. A-10.0.2 Building Height Calculations -Maximum HeighVlnterpolated Contours granting access to allow for the construction of sidewalk, drainage, Spraddle Creek relocation, and
z. A-10.0.3 Building Height Calculations at Proposed Grades landscaping improvements, respectively, prior to the issuance of a building permit.
aa. A-11.0.1 Existing Circulation
bb. A-11.0 2 Proposed Circulations 12. That the developer provides a 6 ft. to B ft. heated paver pedestrian walkway from the Frontage
cc. A-12 0.1 OH-site Improvements Plan Road bus stop adjacent to the West Star Bank then continuing east to Vail Road and then south to
dd A-13.0.1 Landscape Area the 9 Vail Road property line. All work related to providing these improvements including lighting,
ee A-14.0.1 Hardscape Area retaining, utility relocation, curb and gutter, drainage and landscaping shall be included. A plan
ff. A-15.0.1 Above Ground Site Coverage shall be submitted for review and approval by the Town and the Design Review Board prior to
gg. A-15.0.2 Site Coverage Below Grade submittal of a building permit.
hh. A-16.0.1 Sireetscape Elevations
Permitted Uses- 13. That the developer shall provide a heated pedestrian walk connection from the Frontage Road
The permitted uses in Special Development District No. 36 shall be as set forth in the development to West Meadow Drive. The developer shall record a pedestrian easement for this connection
plans referenced in Section 4 of this ordinance. for review and approval by the Town Attorney prior to issuance of a Temporary Certificate of
ContllUOna1 Uses- Occupancy.
The conditional uses for Special Development District No. 36, Four Seasons Resort, shall be set 14 That the developer shall prepare and submit all applicable roadway and drainage easements
forth in Section 12-7A-3 of the Town of Vaii Zoning Regulations. All conditional uses shall be for dedication to the Town for review and approval by the Town Attorney All easements shall be
reviewed per the procedures as outlined in Chapter 12-16 of the Town of Vail Zoning Regulations.
recorded with the Eagle County Clerk and Recorder's Office prior to issuance of a Temporary
Density- Unas per Aero -Dwelling Unlls, Accommodation Untts, Fractional Fee Club UnHS Certrficate of Occupancy.
end Employes Housing Units -
The number of units permitted in Special Development District No. 36, Four Seasons Resort, shall 15. That the developer shall be assessed an impact fee of $5,000 for all net increase in pm Vaffic
not exceed the following: generation as shown in the revised April 4, 2003, Traffic Study. The net increase shall be calculated
Dwelling Units - 16 using the proposed peak generating trips less the existing Resort Hotel and Auto Care Center trips,
Accommodation Units 122 respectively being 155-(108+7) = 40 net peak trips ~ $5,000 = $200,000. This fee will be offset by
Fractional Fee Club Units - 19 the cost of non-adjacent improvements constructed.
Type III Employee Housing Units - 28
Density-Floor Area-- 16. That the developer shall receive approval for all required permits (COOT access. ACOE,
The gross rosidential floor area (GRFA), common area and commercial square footage permitted dewatering, storm-water discharge, etc.) prior to issuance of a building permit.
for Special Development District No. 36. Four Seasons Resort, shall be as set forth in the Approved
Development Pian referenced In Section 4 of this ordinance. 17 That ilia developer shall submit a full site grading and drainage plan for review and approval
S'grrlllrrally by the Town and the Design Review Board The drainage plan wJl need to he substantiated by a
• GHFA - 177.609 square feet drainage report provided by a Cclomdo professional Engineer. Include aP drainage, roof drains,
Retail - 2,386 square feet landscape drains etc ,and how They will connect wdh the TOV storm system. The developer shall
Restaurant/Lounge - 5,946 square feet (seating capacity) submit all final civil plans and final drainage report to the Town for civil approval by the Department
J
The Dally C fleds 970.845.9937 / vaildailv.com Friday. January 6. 2006 ape C31
r ~ 't control, snow rc,~~oval, debris removal, repair and replacement of any and all Improvements tie used to interpret or construe this MOU
located in a public right of way or in a public easement, including any and all cost and expenses 7.9 [Y4iLCgg All notices, certificates or other communications required to be given to the Town of
associated directly or indirectly therewith (except the Town of Vail shall have no obligation to heat Vail or Vail Development, LLC, hereunder shall be sufficiently given and shall be deemed given
or repair the heat for the sidewalks) and Vail Development shall have no continuing or further when delivered, or when deposited in the United Slates mail, first class, with postage fully
obligations or responsibilities in connection therewith. prepaid and addressed as follows If to the Town of Vail;Town of Vail c/o
75 South Frontage Road Vail, Colorado 81657
YI_FINANCIAL GD.ARANTEE REQUIREMENTS If to Vail Development, LLC. Vail Development LLC, c/o Thomas J. Brink 600 Foshay Tower d21
6 Nicollet shall provide and post with the Town of Vail a Bond in the total amount of One Marquette Avenue South Minneapais, Minnesota 55402
Hundred Fifty Percent (150%) of the total cost of the Improvements (as mutually determined 7.10 Nn Tnirr) pvrrv }3Anefir:~arq This MOU and any financial guarantees required pursuant to its
and agreed to by and between Vail Development and the Town of Vail), to provide financial terms are not intended for the benefit of any third party.
• security to the Town of Vail and to assure the completion of the Improvements by Vail 7.11 Ipdemnalpaenq, Vail Development, LLC, agrees to indemnify and hold the Town of Vail
Development. The Bond shell be provided and posted with the Town of Vail prior to the harmless against any and all liability, loss, damages, costs and expenses, including
issuance of a building permit for the Project. reasonable attorney's fees, which the Town of Vail may hereafter sustain, incur or be required
to pay by reason of any negligent act or omission or intentional act of Nicollet. its agents.
VII. At11SCELLANEDUS PROVISIONS ~ officers, employees, contractors, or subcontractors, which is incurred in connection with or is of
7 1 Amendments, This MOU and all documents and instruments executed in connection herewith any nature whatsoever arising out of the construction or the installation of the Improvements
may be amended, modified or supplemented only by a written instrument, executed by the which Nicollet is required to perform under the terms of this MOU.
party against which enforcement thereof may be sought. 7 12 TergiinaGnn, So long as the Town of Vail approval for the Special Development District No
Z2 in i ENecL This MOU shall be binding upon and shall inure to the benefit of the parties 36 -Four Seasons Resort remains valid and has not terminated by passage of time or otherwise,
and their respective successors and assigns. The obligations assumed and agreed to be this MOU may not be terminated, in whole or in part. without the mutual written consent of the
performed by each party hereunder with respect to the Property shall be binding upon such, Parties hereto above.
party and their respective successors, assigns and transferees. The covenants of the Parties
contained herein are intended by the parties to be covenants which run with the land WHEREFORE, the Parties hereto have executed this MOU as of the date first set forth VAIL
under applicable law Vall DevelopmepL LLC, agrees to make any transfer of any interest in the DEVELOPMENT, LLC
Property subject tolhe obligations contained in this MOU. ~
7.3 Cnlnrahn~w. This MOU shall be construed and enforced In accordance with the laws of By: Thomas J. Brink
the State of Colorado. Its: Vin Prosldsnt 8 Gsnerel Counsel
7 q nine nt F~«„~n_ Time is of the essence of this MOU In the event the provisions of this TOWN OF VAIL
MOU require any act to be done or action to be taken hereunder on a date which is a Saturday, By'
Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if ss ACKNOWLEDGMENT BY VAIL DEVELOPMENT, LLC
done or take on the next succeeding day which is not a Saturday, Sunday or legal holiday. tte:
7.5 CgJttyeroar~. This Agreement may be executed in counterparts, each of which shall STATE OF MINNESOTA
constitute a separate document but alt of which together shall constitute one and the same i COUNTY OF HENNEPIN
agreement. Signature and acknowledgment pages may be detached and reattached to Thle Instrument wss acknowledged on tM day o1 , 2008, beforo me s notsry wlthln
physically form one document. ~ and for said County by Thomas J. Brink, the Vlee Preeldent and General Counpl of WII
7 6 Aunrngvc' If legal action is commenced in connection with the enforcement, Dewlopmsnq LLC, a MlnMeoq eorpontlon, on behatt o1 tM eorpon8on.
mlerprefation, or breach of any provision of this MOU, the Court as part of its judgment shall Notary Publle
award reasonable attorneys' tees and costs to the prevailing party. STATE OF COLORADO )
7.7 invalidity of Certain PrnvLCinne Every provision of this MOU is intended to be several. In the COUNTY OF EAGLE
event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by es ACKNOWLEDGMENT BY TOWN OF VAIL
a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the On tM day of , 2008, bl?~ore me a notsry publle wlthln and for
terms and provisions hereof, which terms and provisions shall remain binding and enforceable ssld County personally spp~ered to me personally
7.8 Fnttrs Anrg~ggt, This MOU and the documents referenced herein set forth all the known end by Ilte duly sworn, tM of tM Town o} Vall, a munlclpellry named In the
covenants, promises, agreements, conditions and understandings among the Parses concerning loregolnp Instrument and that the seal aHl><sd to sold Instrument was elgned end
the subject matter hereof and there are no covenants, promises, agreements, conditions or sealed on behalf of sold munlelpallty by authority of Its
understandings, either oral or written, between them other than as are herein set forth. All acknowledged sold Instrument to bs the tree set and deed of said munlolpelNy.
negotiations and oral agreements acceptable to both parties have been merged into and are
included herein, it being understood that this MOU supersedes and cancels any and all
previous negotiations, arrangements, understandings and representations and none thereof shall
Published in the Vail Daily January 6, 2006.
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