ALI-ABA Course of Study

1 ALI-ABA Course of Study Resort Real Estate and Clubs:Formation, Documentation, and Operation November 13 - 14, 2008 Savannah, Georgia TABLE OF CONTENTS PagePROGRAM xviiFACULTY PARTICIPANTSxxiFACULTY BIOGRAPHIES xxiiiSTUDY MATERIALSVOLUME 1 PART ONE ESTABLISHING THE RESORT GOVERNANCE STRUCTURE 1. Overview of the Resort Structure Making the Whole More Than theSum of the Parts By Rebecca Anderson Fischer 1 2. Establishing the Resort Governance Structure By Jo Anne P. Stubblefield 11 3. Roles of Tax Exempt Organizations in Resort Development By Jo Anne P. Stubblefield 17 4. Resort Governnance Questionnaire By Jo Anne P. Stubblefield 25 PART TWO ANCHORING THE RESORT: hotel MANAGEMENT AND OPERATIONS 5. hotel Management Agreements By Robert S. Freedman 43 6. Development and Redevelopment Issues for Hotels By Robert S. Freedman 49 PART THREE PROTECTING THE LENDER 7.

2 Lender Concerns in Financing a Resort Project By Rebecca Anderson Fischer 53 Study Materials 55 Attachment 1: Description of Resort Mixed Use Property Encumbered bya Construction Loan 61 Attachment 2: Provisions for a Lease Subordination, Non-Disturbance andAttornment Agreement 66 Attachment 3: Collateral Assignment of Declarant's Rights 68 Attachment 4: Sample Loan Covenants, Conditions and RepresentationsBinding a Mixed-Use condominium Developer 73 Attachment 5: Declaration Provisions for the Benefit of First Mortgageesin a Mixed-Use condominium Project Featuring a hotel 78 Attachment 6: Insurance Clauses in a Mixed-Use CondominiumDeclaration Featuring a hotel 81 8. Assignment and Subordination of Purchase and Sale Agreement By Rebecca Anderson Fischer 91 9. Collateral Note for Financing of UDI Interest By Carl H. Lisman 10510. Complaint for Foreclosure of Lien on UDI Interest By Carl H.

3 Lisman 11111. Assignment of Project Documents By Carl H. Lisman 11712. Collateral Assignment of Sales Contracts and Deposits By Carl H. Lisman 12513. Excerpt from UCC Security Agreement: Description of Collateral By Carl H. Lisman 12914. Opinion of Borrower's Counsel regarding Timeshare Vacation Club By Carl H. Lisman 13315. Timeshare and Resort Development Financing By Sandra G. Porter 141 PART FOUR DEVELOPING AN AMENITY STRATEGY 16. Developing and Implementing an Amenity Strategy By Jo Anne P. Stubblefield 15317. Declaration of Recreational Covenant for Springfield Cottage Lots By Jo Anne P. Stubblefield 16118. Membership Agreement for Springfield Cottage Golf Membership By Jo Anne P. Stubblefield 173 PART FIVE ADDRESSING AFFORDABLE HOUSING NEEDS 19. Affordable Housing in Resort Areas By James L. Cunningham 179 Study Materials 181 Exhibit A: Purchase and Development Agreement 184 Exhibit A-1: Excerpts from Annexation Agreement 216 Exhibit B-1: Breckenridge Affordable Housing Strategy 219 Exhibit B-2: Employee Housing Restrictive Covenant and Agreement 241 Exhibit B-3: Affidavit Relative to Employment 258 Exhibit B-4: Appreciation Limiting Promissory Note 25920.

4 Affordability Covenant By Carl H. Lisman 26121. Affordable Housing Mitigation Agreement By Carl H. Lisman 26522. Aspen/Pitken County Employee Housing Guidelines Submitted by Rebecca Anderson Fischer 275 Table of Contents 278 Study Materials 28023. Town of Breckenridge Workforce Housing Plan Submitted by Rebecca Anderson Fischer 28524. Town of Vail Ordinance Adopting Commercial Linkage Policies Submitted by Rebecca Anderson Fischer 29525. Town of Vail Ordinance Adopting Inclusionary Zoning Policies Submitted by Rebecca Anderson Fischer 31126. Town of Vail Ordinance regarding Deed-Restricted Employee HousingUnits Submitted by Rebecca Anderson Fischer 32327. Town of Vail Council Resolution Establishing Fee-in-Lieu of ProvidingEmployee Housing Submitted by Rebecca Anderson Fischer 33528. Town of Vail Employee Housing Guidelines (October 19, 1999) Submitted by Rebecca Anderson Fischer 34129.

5 Town of Vail Master Deed Restriction for the Occupancy and Resale ofEmployee Housing Developments Submitted by Rebecca Anderson Fischer 355 Study Materials 357 Exhibt A: Legal Description 370 Exhibit B: Permitted Capital Improvements 371 Exhibit C: Option To Buy 37230. Vail/Eagle County Housing Needs Assessment Submitted by Rebecca Anderson Fischer 375 Table of Contents 376 Study Materials 379 PART SIX RELATIONSHIPS AMONG RESORT COMPONENTS 31. Relationships Among Resort Components: Golf and Residential By Jo Anne P. Stubblefield 38532. Golf Reservation Agreement between Resort hotel and Golf CourseOperator By Rebecca Anderson Fischer 39133. Declaration of Reciprocal Easements and Garage Operating Agreement By Rebecca Anderson Fischer 39934. Grant of Easement for Preservation of Black Bear Travel Corridor By Carl H. Lisman 42735. Agreement for Food Concession By Carl H.

6 Lisman 44336. Agreement for Optional Recreation Benefits By Carl H. Lisman 45537. Indemnification Agreement for use of Parklands By Carl H. Lisman 46138. UDI Ownership Summer Recreational Facilities Club Agreement By Carl H. Lisman 465 PART SEVEN ADMINISTRATION OF THE RESORT ASSOCIATION 39. Resort Governance and Administration By Jo Anne P. Stubblefield 46940. Declaration of Covenants, Conditions, and Restrictions for Beachside By Jo Anne P. Stubblefield 475 Table of Contents 477 Study Materials 48141. By-Laws of Beachside Community Association, Inc. By Jo Anne P. Stubblefield 563 Table of Contents 565 Study Materials 56742. By-Laws of Quechee Lakes Landowners' Association, Inc. By Carl H. Lisman 589 Table of Contents 592 Study Materials 59543. Articles of Incorporation of Stowe Mountain Lodge CondominiumAssociation By Carl H. Lisman 63544.

7 Winter Mountain Lodge condominium Rules and Regulations By Carl H. Lisman 63945. Sample Provisions for Managing Use of Common Facilities By Rebecca Anderson Fischer 65346. Sample Vendor Contract for Resort Guest Services By Carl H. Lisman 657 VOLUME 2 PART EIGHT BEACH CLUBS, BOAT CLUBS, AND MARINAS 47. Beach Clubs, Boat Clubs, and Marinas By Jo Anne P. Stubblefield 66548. Beach Club Use and Access Agreement By Jo Anne P. Stubblefield 67149. Beach Club Community Member Acknowledgment and Agreement By Jo Anne P. Stubblefield 68550. Lake Use Rules By Jo Anne P. Stubblefield 69151. Marina Issues Checklist By Jo Anne P. Stubblefield 70152. Declaration of condominium for Frog Pond Dock condominium By Robert S. Freedman 707 Table of Contents 708 Study Materials 70953. Rules and Regulations for Frog Pond Dock condominium By Robert S. Freedman 747 PART NINE WINTER AND FOUR SEASON RESORTS 54.

8 Winter Resort Issues By Rebecca Anderson Fischer 75555. Special Issues in Ski Resort Developments By Rebecca Anderson Fischer 75956. Sample Disclosures for Contract and Public Offering Statement By Carl H. Lisman 76557. Gondola Construction, Operations, and Maintenance Agreement By Rebecca Anderson Fischer 77158. Gondola Easement Agreement By Rebecca Anderson Fischer 78759. Sample Disclosures and Easements for Winter Resort By Jo Anne P. Stubblefield 795 PART TEN LIFESTYLE AND WELLNESS COMMUNITIES 60. Lifestyle and Wellness Communities By Jo Anne P. Stubblefield 799 PART ELEVEN STRUCTURE AND DOCUMENTATION OF CLUB MEMBERSHIPPROGRAMS 61. Structure and Documentation of Club Membership Programs By Jo Anne P. Stubblefield 80362. Checklist for Creation and Implementation of an Equity Club Plan By Jo Anne P. Stubblefield 81163. Checklist for Creation and Implementation of a Right-to-Use Club Plan By Jo Anne P.

9 Stubblefield 81764. Membership Plan for Creekside Country Club (Equity Club) By Jo Anne P. Stubblefield 82165. Membership Policies for Cherokee Ridge Country Club (Non-Equity) By Jo Anne P. Stubblefield 849 Table of Contents 850 Study Materials 85166. Woodlake Golf Club Membership Categories and Privileges Chart By Jo Anne P. Stubblefield 86167. Request for No-Action Letter By Jo Anne P. Stubblefield 86568. Bylaws of Double Bogey Golf Club By Van A. Tengberg 88169. Rules and Regulations of Double Bogey Golf Club By Van A. Tengberg 90170. Clubhouse Reservation and Release Agreement By Jo Anne P. Stubblefield 91171. The Golf Club at Whispering Pines Golf Car Lease Agreement By Jo Anne P. Stubblefield 91572. The Golf Club at Whispering Pines Private Golf Car Trail FeeAgreement By Jo Anne P. Stubblefield 92173. Club Disclosure to Real Estate Purchasers By Jo Anne P.

10 Stubblefield 927 PART TWELVE INTERVAL AND FRACTIONAL OWNERSHIP AND EXCHANGE PROGRAMS 74. Interval and Fractional Ownership and Private Residence Clubs By Robert S. Freedman 93375. Timeshare Management Agreement By Robert S. Freedman 93976. Sample Letter Describing Timeshare Marketing and Sales Procedure By Robert S. Freedman 94977. Declaration of Undivided Deed Interest Ownership By Carl H. Lisman 95578. Membership Agreement for Non-Real Estate Timeshare Regime By Carl H. Lisman 97179. Membership Agreement Neverland Vacation Club By Carl H. Lisman 98380. Sample Deed for Flexible UDI Ownership By Carl H. Lisman 99981. Architect's Certificate of Substantial Completion UDI OwnershipResort By Carl H. Lisman 100382. Sample Timeshare Default Letter By Carl H. Lisman 100783. Affidavit of Default By Carl H. Lisman 101184. Stowe Mountain Lodge Termination and Release By Carl H.