Common use of Deal Points Clause in Contracts

Deal Points. The final agreements to be executed by the Parties will include the following deal points: a. All Parties acknowledge the approved entitlements and vested rights for the Booth Heights Parcel will be extended for the duration of the steps identified in this MOU and in exchange Triumph Development and Vail Resorts will delay the start of any construction on the Booth Heights Parcel. b. The Town will make Lot 3, Middle Creek Subdivision available to Triumph Development to commence demolition and construction by September 15, 2021. c. Triumph Development and the Town, as development application co- applicants, will lead a design development effort to design and entitle, a new 100% deed- restricted development on Lot 3, Middle Creek Subdivision (the "Lot 3 Project"). Said development application shall comply with all adopted rules, regulations, and codes of the Town of Vail, as may be applicable. The co-applicant relationship will include assistance from the Town of Vail Planning Staff in the preparation of a development application and presentation for approval to the Town of Vail’s Design Review Board, Planning & Environmental Commission, and Vail Town Council, as required. The co- applicant relationship will cease upon the granting of the development application approval by the reviewing boards. Triumph Development will have sole responsibility of all subsequent development costs, risks and construction permitting. The Design Development Application Cost Reimbursement are as listed in Exhibit A attached hereto. d. The Town will fund the development application costs for the Lot 3 Project as a means of reimbursing Triumph Development for their investment in the approved entitlements for Booth Heights. Development application costs include those direct costs of site and project due diligence, civil and architectural design, legal fees for all parties directly related to the alternate development site, construction estimating, and preparing development applications and presentation of the application to the Town of Vail Planning & Environmental Commission and Design Review Board intended to demonstrate compliance with the adopted rules, regulations and codes of the Town, as may be applicable. In the event of the successful completion of Lot 3, Project, by Triumph Development, but the title to Booth Heights does not transfer to the Town, the property owner of the Booth Heights Parcel will reimburse the Town for the above development application costs prior to application for a building permit for development on the Booth Heights Parcel. e. The Town will retain Triumph Development to provide design development services and pay Triumph Development a partial fee in an amount not to exceed $300,000 for said services, based upon mutually accepted terms. Said terms shall include performance metrics and milestones to ensure progress and accountability. f. Triumph Development and the Town of Vail will execute a ground lease subordinated to all required construction financing for Lot 3, Middle Creek Subdivision with the Town, which will be similar in form to the Lions Ridge Apartments lease, with such lease to commence on or about September 15, 2021. Triumph Development will not request to subordinate the deed restriction to any financing. g. Triumph Development will ▇▇▇▇▇ ▇▇▇▇ Resorts an option to master lease up to 36, two-bedroom units (144 beds) in the Lot 3 Project, or in the existing Middle Creek apartments, as may be available, subject to mutually acceptable terms and at the sole discretion of Middle Creek Village, LLC. h. Upon execution of the Lot 3, Project Master Lease, Triumph Development will be granted a first option to negotiate the redevelopment of the Timber Ridge Village Apartments in partnership with the Town, with a goal of at least 200 deed-restricted, multi- family units. The terms of the partnership will be negotiated and approved based upon mutual acceptance. Commencement of this redevelopment will not occur until issuance of a certificate of occupancy and the recording of the deed restriction providing at least 144 beds for the Lot 3 Project. i. EHU Credit – The Town will grant an ehu credit of up to 53,340 square feet and 61 units, subject to the provisions of the Vail Town Code, and the completion of the following milestones: i. Recording of a deed restriction providing at least 144 beds for the Lot 3, Project. ii. Issuance of a certificate of occupancy for the Lot 3, Project. iii. The recording of a deed restriction prohibiting any employee housing credits on the Booth Heights Parcel. j. Triumph Development will ▇▇▇▇▇ ▇▇▇▇ Resorts an option to master lease up to 54 two-bedroom homes in the redeveloped Timber Ridge Village Apartments, upon mutually acceptable terms to be negotiated at a later date. k. The Town of Vail will be granted the title to the Booth Heights Parcel, subject to the completion of the following milestones: i. Execution of a Development Agreement by the Parties memorializing the terms of this MOU by December 31, 2020. ii. PEC and DRB approval of a Lot 3 Project by March 1, 2021 and a certificate of occupancy by November 2022 (min. 144 beds).