01-13-2005 MOU WITH EAST WEST PARTNERSMEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING is entered into between TOWN
OF AVON ( "the Town "), a municipal corporation, and EAST WEST PARTNERS, INC. ( "EWP "),
a Colorado corporation;
RECITALS
Vail Associates Investments, Inc. ( "VAI ") is currently the owner of a parcel of real
property located in the south 1/z of the northwest 1/4 of Section 12, Township 5 South, Range 82
West of the 6th Principal Meridian, Eagle County, Colorado, commonly known as "The
Confluence." EWP has entered into a contract to purchase The Confluence from VAI.
In 1998, the Town Council of the Town adopted Ordinance No. 98 -20, establishing
Planned Unit Development ( "PUD ") zoning and development standards for The Confluence. It
was a condition of that Ordinance that VAI enter into a Development Agreement, which
Agreement was entered into as of October 27, 1998. That Agreement addressed The Confluence
and Lots B and C, Avon Center at Beaver Creek. VAI is no longer the owner of Lot C, and Lot B
has at all times been owned by another entity unrelated to VAI.
It is the desire of EWP, if it closes its contract with VAI, to secure the amendment
of Ordinance No. 98 -20 and of the Development Agreement, as it relates to The Confluence. The
Town is willing to consider the amendment of both. The areas which will be under discussion
through the public process include but are not necessarily limited to the following topics:
- Deed restricted affordable housing.
- Access to the site, including the requirement of a pedestrian overpass.
- The requirement of a conference center on the site.
- The requirement to construct and maintain the Avon Town Center Mall.
- Parking requirements.
- Revenue sharing.
It is anticipated that other topics will be discussed that may also require amendment to the
Development Agreement.
UNDERSTANDING OF THE PARTIES
1. Subject to the written authorization of VAI, EAT will file an application for
amendment of Ordinance No. 98 -20, which application will include a summary of the changes it
desires to the Development Agreement. That application will be processed by the Town in the
normal course, pursuant to provisions of the Avon Municipal Code, as amended.
2. At the same time, the parties will enter into negotiation of an amendment to the
Development Agreement, as it relates to The Confluence, which negotiations will take into
consideration the input of the Commission, the Town Council and the public. An amendment to
that agreement will not be entered into unless and until the Town Council adopts an ordinance
amending Ordinance No. 98 -20.
3. EWP will reimburse the Town all out -of- pocket third party costs incurred by the
Town in association with the above, including but not limited to legal fees charged by the Town
Attorney and outside counsel, charges for financial modeling, charges for traffic analyses, and legal
and application charges as necessary for preparation and filing of application for railroad crossings
to the Pubic Utilities Commission ( "PUC "). In connection with such charges, the Town agrees to
provide written notice to EWP prior to engaging an outside consultant notifying EWP of the
proposed consultant, the scope of work and anticipated cost and, upon request, to consult with
EWP in good faith regarding same. The Town will provide to EWP documentation reasonably
satisfactory to EWP evidencing actual third party costs incurred.
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