I. Recommendation to form Board of Directors for the Conference Center

A. The Town of Vail’s Conference Center Advisory Committee recommends the Town Council authorize the formulation of a Board of Directors whose membership, role and responsibilities are outlined below.

B. It is a further recommendation of the Conference Center Advisory Committee that this Board of Directors should be formed before and become active following the project’s bonds sale.

II. Structure of the Board of Directors

A. The Conference Center Advisory Committee would suggest that the Board of Directors be a nine (9) member board appointed by the Town Council. The nine (9) members should be distributed as follows:

· Two (2) Town of Vail Council Members (elected)

· The Town of Vail Town Manager (ToV staff)

· One (1) member from a retail\restaurant business in the Town of Vail

· Two (2) members from lodging businesses in the Town of Vail

· Three (3) members at large who work or reside in the Town of Vail

· The three (3) business and three (3) at-large members should be appointed by ToV Council from a public applicant process

B. It is further suggested the terms of the initial Board of Directors be staggered in thirds with two (2), three (3) and four (4) year increments to prevent the replacement of the entire Board in any single year. Terms for members after the initial appointments would be for three (3) years. No person may serve longer than six consecutive years. In the event of a person serving less than their term, the replacement shall serve out the person’s original term.

C. The Council will appoint one of the two Council members as the initial chairman. Subsequently, the Board of Directors will elect the chairman from the current Board of Directors.

III. Responsibilities of the Board of Directors

A. Implement an appropriate organizational structure to operate the Conference Center in a manner that will minimize operational deficits.

B. Negotiate annual operating budget and financial performance goals with the Town of Vail Council.

C. Provide semi-annual comprehensive written reports to the Town of Vail Council on performance against the budget and annual goals.

D. Provide annual audited financial statements to the Town of Vail Council.

E. Implement annual operating plans and budgets within the limits of monies received from operations, the dedicated Conference Center taxes, negotiated reserve fund withdrawals and any unspent bond proceeds. The Town of Vail will not provide any funds in excess of the taxes collected for this purpose to supplement construction or operations. (Concerned that the application of the Local Marketing District funds, which could potentially be used to cover some marketing expenses, would be precluded by this statement)

F. Implement written operating policies, including, but not limited to, pricing & discounting practices, booking policies, community usage, etc.

G. Develop and implement financial controls and business controls to ensure that the Conference Center operates in a fiscally, legally and ethically responsible manner.

H. Develop and implement an incentive system that fosters entrepreneurial management.

I. Host an annual public meeting to inform the business and residential communities on the State of the Vail Conference Center.

J. Budget for and fund a capital reserve to execute a major remodeling of the Conference Center with a suggested goal of approximately 15 years.

K. Fund an independent annual survey of the business and residential communities regarding their satisfaction with the operations of the Conference Center.

L. Put in safeguards so that the Town could not subsidize the Conference Center by picking up some of their expenses such as maintenance of the parking, paving, any Conference employees, paying any capital expenses,

M. Put in safeguards so that excess funds can not be used for any purpose other than promoting the goals of the Conference Center such as marketing, reserve for capital expenditures, prepaying debt – all for the Center.

IV. Action Plan for 1^st Quarter 2005

A. Investigate and recommend the best operations and marketing structure for the conference center, using industry professionals & research, and focus groups;

B. Solicit proposals from third parties (vendors, existing organizations, etc.) to provide the marketing & operations services for the conference;

C. Prepare a bid analysis & award recommendation to ToV Council;

D. Facilitate selection of conference center staff and provide a recommendation to the Town Council; and

E. Collate, present and recommend annual operating and marketing budgets to Town of Vail Council.