Glendale isn't bitter. Not really, anyway.

So what if this landlocked island of a city — a 369-acre urban kingdom ruled by a libertaria n government and known as much for rugby, apartment complexes and big-box stores as it is for a strip club so iconic that some have dared call it "historic" — was passed over last year for big-money sales-tax rebates? Who cares if the state's economic-development officials decided that the city's plan for a "riverwalk entertainment district" along Cherry Creek wasn't "unique" and "extraordinary" enough to warrant more consideration?

Not Glendale. Glendale don't give a shit.

"Glendale always does it on their own," says Mike Dunafon, the sixty-year-old mayor who, since helping to take over the city government fifteen years ago, has returned Glendale to what he says are its roots. "You can't let a bunch of shortsighted individuals destroy your vision."

Those "shortsighted individuals" denied Glendale's application for tax incentives under the Regional Tourism Act, or RTA, a program created a few years ago to help cities and counties pay for blockbuster tourism projects. Instead, they approved two other projects, including an $800 million, 1,500-room Aurora hotel and conference center first proposed by the Gaylord Entertainment Company that is now mired in controversy.

But no matter. Glendale is moving forward anyway, with slightly less grand but still ambitious plans for a $400 million riverwalk in the 42-acre chunk of land bordered by Colorado Boulevard and Cherry Street, Virginia Avenue and Cherry Creek Drive.

The vision for the riverwalk is to create a half-mile-long party strip along the creek that would be full of restaurants, shops, theaters, nightclubs, and bars serving booze in plastic to-go cups. Glendale plans to build the public infrastructure — roadways, plazas, parking structures, pathways and green spaces — in the hopes that private investors will back the rest.

And the city will do it all without the state's illustrious blessing.

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Before LoDo became an every-weekend frat party, and before hip twenty-somethings began squeezing onto rooftop patios in lower Highland, there was Glendale.

Incorporated in 1952, Glendale was eventually surrounded on all sides by Denver. It supported itself with the tax revenue from a few dance clubs and bars, something that gave the city a reputation in the '60s, '70s and '80s as a nightlife hot spot. And thanks to several adult-only apartment buildings, Glendale's population matched its clientele; most residents were young, single renters who weren't looking to stay forever. Even today, the city of 4,600 people boasts that there are only three single-family homes within its borders.

Contributing to its high density are towering office buildings and mega-retailers like SuperTarget and King Soopers, whose Glendale locations are the only ones in the state licensed to sell liquor. Glendale is also known for strip joints, especially the high-visibility Shotgun Willie's at the corner of Virginia Avenue and busy Colorado Boulevard.

In the late '90s, however, the city's revenue stream was threatened from the inside. Then-mayor Joe Rice, a straitlaced ex-Army man who was elected on a promise to make Glendale more family-friendly, proposed restrictions on strip clubs that included raising the minimum age of dancers from 18 to 21. That rankled several Glendale loyalists, including Dunafon and his wife, Shotgun Willie's owner Debbie Matthews, who saw the rules as detrimental to her business. They and several others formed a political group called the Glendale Tea Party (taking the name long before its more recent political incarnation) and with the help of Matthews's buxom employees, launched a "Save Our Strippers" voter-registration campaign in 1998. In addition to attracting widespread attention from the press, it worked on residents — and the Tea Party candidates eventually gained control of Glendale's city council ("The Glendale T&A Party," January 20, 2000).

For his part, Dunafon, a former football and rugby player and businessman, became directly involved in plotting Glendale's future that year when he was appointed chairman of the city's strategic planning initiative. It was out of that effort, he says, that the riverwalk was born.

"Citizens, over a period of months, came forward to talk about what they would like to see in their home town," Dunafon recalls. "The two things they wanted to see were recreational opportunities for the citizens...and they wanted a revitalization of the entertainment district."

And what better place to revive the party than the banks of Cherry Creek?

"We've not taken advantage in this state of Cherry Creek as a water amenity," Dunafon says now. "We live in a high desert. The mistake made by Cherry Creek Shopping Center, for instance: They take this beautiful amenity and back it up to a parking garage."

Tea Party member and attorney Chuck Bonniwell, who is now the publisher of the Glendale Cherry Creek Chronicle, says the idea for the riverwalk came about during a Tea Party brainstorming session. He remembers that the conversation revolved around "this wonderful entertainment district they did have that was killed by prior politicians and what could revive it. I'd been down to San Antonio and had been on the riverwalk...and saw how wonderful it was. So I thought that Cherry Creek could serve as that, potentially, for Glendale."

But there were obstacles. The biggest was that the city only owned some of the land adjacent to the creek, and the other owners already had plans for their properties. But in the intervening decade and a half, Glendale's powers-that-be have chipped away at those roadblocks, all the while improving the city as a whole, they say.

"The riverwalk is not just one project," says Chuck Line, Glendale's deputy city manager. "It's projects we've been working on during that whole time period."

Line is among those who've been working on the riverwalk for the better part of fifteen years. He moved to Colorado from Nebraska in 1997 and ended up in Glendale the following year. His relocation was inspired by the movie Jerry Maguire. "The whole theme of it is 'Follow your heart,'" he says. Line decided he didn't like living in Omaha and working in banking; instead, he wanted to go west and get into real estate. He met the Glendale Tea Party folks during the 1998 city election and soon took a job as Glendale's community-development director.

That same year, the city bought two and a half acres of property at Cherry Street and Exposition Avenue, with an eye toward acquiring property near the creek. And in 2000, it began the process of decommissioning its wastewater-treatment plant, which was located smack-dab in the middle of the would-be riverwalk site. Six years and $10 million later, the city completed the job and connected Glendale's sewer system to the Metro Wastewater Reclamation District, which processes sewage from Denver and several other communities.

"We knew it was the right time to do it," Line says. "It would open up the land, and it's not good for the business community to have a sewage-treatment plant next to you."

In 2003, Glendale spent $2.7 million on streetscape and landscape improvements along Cherry Creek Drive — a move Dunafon says helped pave the way for private development, including CitySet, a hotel and restaurant plaza that just recently came online and includes World of Beer, Cuba Cuba Sandwicheria, Jax Fish House and Udi's Cafe.

But Glendale's biggest project was yet to come.

In 2007, it cut the ribbon on the Infinity Park Stadium, the first phase of the $50 million Infinity Park complex. The project was financed by a 6.5 percent lodgers' tax; now complete, it includes an events center with a ballroom, a state-of-the-art recreation center, an outdoor park, a high-altitude training facility and the only municipally owned rugby stadium in the country.

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Based on the success of the Infinity complex, the city began meeting with property owners in 2009 to prepare the development plan for the riverwalk. It formed a task force, adopted zoning and design guidelines and, in 2011, put out a nationwide call for a master developer.

Brian Levitt, of Denver-based Integral Real Estate Development, won the contract. He says he was attracted to the project because it was "a true tourist attraction" that would benefit from its proximity to both the Cherry Creek waterway and the uber-popular Cherry Creek Shopping Center a mere mile away in Denver. Levitt was tasked with attracting investors to provide money to build the private improvements — the restaurants, bars and shops within the riverwalk — and then helping find tenants to fill the space. The city itself would be responsible for building the public improvements, such as roadways, plazas and parking garages.

The final piece of the puzzle, the city hoped, would come in the form of public funding from the state program created by the Regional Tourism Act. The RTA allows local governments to apply to the Colorado Economic Development Commission to create a special district for a particular tourism project. Once it is built, a percentage of the state sales-tax revenue generated by the new tourism attraction is rebated to the district to help pay for the project.

The law allows the commission to approve two projects a year for three years. Six municipalities applied in 2011: Glendale, for the riverwalk; Aurora, for the Gaylord hotel; Estes Park, which wanted to redevelop the historic Elkhorn Lodge; Douglas County, which wanted to build a sports park and prehistoric museum; Montrose County, which was planning a host of small projects; and Pueblo, which wants to enhance its own riverwalk along the Arkansas River, expand its convention center and build a professional bull-riding academy, among other projects.

But in early 2012, Glendale and a few of the other municipalities backed a bill in the state legislature to amend the RTA law to allow for more than two projects to be approved that year. They believed the commission should be allowed to choose up to six projects, as long as they met the criteria of being "unique" and "extraordinary" and able to attract out-of-state tourists.

The amendment passed the state legislature last April but was vetoed by Governor John Hickenlooper the following month. In a letter explaining why, he wrote that expanding the number of projects would alter the intent of the original law. Without naming names, he wrote that the RTA is meant to help projects that will benefit the whole state, not "projects that are likely to serve only the interests of a particular community." Allowing six projects to be approved "simply because there are six applications...adds undue pressure to the process," he added.

Glendale officials were livid. They'd already spent approximately $200,000 on the application process, which included the required cost of paying a third-party analyst to review their proposal.

"I don't think the governor likes the RTA," says Line. "It would have been great for him to say that before people paid money for the analysis."

But by that point, Glendale was in too deep to back out. The city had already submitted its in-depth application, a slick proposal outlining the proposed benefits of the riverwalk.

"People are drawn to water," it proclaims before describing the riverwalk as "an urban oasis" on "the last remnant of Cherry Creek...not hemmed in by eight-foot walls." It goes on to offer a 24-hour imagining of life on the riverwalk.

Some excerpts:

"8 a.m.: Tourists are leaving their hotels, curious about what the riverwalk has to offer. A Rugby Hall of Fame? That deserves a second look later!...

"12 p.m.: Yesterday's rugby match between England and Ireland is playing on the video screens. Families are picnicking on the banks of the creek...

"8 p.m.: The air is electric with sound...music spilling from the bars, street performers entertaining the crowd, friends laughing and calling to each other. Shops in Cherry Creek are closing down and employees and shoppers alike are headed over...

"12 a.m.: The boats have stopped running and food trucks are just arriving. Everyone waits to see where the band will go after the concert!...

"2 a.m.: Some bars are starting to close. Some patrons are on their way home; others are just arriving from somewhere else. All roads lead to the riverwalk..."

Other amenities would include a four-foot-deep, man-made navigable channel that would wind through the entire riverwalk, according to the application. Electric riverboats would carry passengers up and down it, and arched bridges would allow pedestrians to walk over it. The application also describes a 4,000-seat outdoor amphitheater that would host up to thirty concerts and events per year in partnership with entertainment promoter AEG Live.

One "unusual component of this proposal," according to the application, would be using Infinity Park's ability to televise rugby matches worldwide to promote Colorado tourism by airing commercials for the riverwalk and other destinations. "Research indicates that business owners in the skiing, dude ranch, rafting, hunting/fishing and golf sectors would welcome the opportunity to advertise abroad," the application says. "Glendale will offer affordable ad production and airtime."

The proposal also includes the aforementioned Rugby Hall of Fame. Its purpose would be "to educate and promote interest in rugby through interactive exhibits" and memorabilia. A trolley would run between Infinity Park and the riverwalk, bringing fans to eat, drink and play.

But the hallmark of the plan was the bars, restaurants and entertainment venues that would give the riverwalk its vibe. Even better, all or part of the riverwalk would be designated as a "common consumption area," the result of another new law that Glendale lobbied for in the state legislature. The law allows groups of businesses to apply to their local licensing authorities to be able to serve alcohol in to-go cups within a certain area.

Glendale officials had realized that many successful party destinations, such as Las Vegas and New Orleans, allow visitors to wander from bar to bar with a drink in their hand so that the revelry never has to stop. In order to change Colorado law to allow such a thing, city officials turned to state senator Pat Steadman, whose district includes Glendale.

Steadman introduced a bill in May 2011 to create common consumption areas. It was the last bill introduced in the Senate that year and lawmakers quickly approved it. Greeley was the first municipality to create one, and Denver is considering the idea now.

Glendale noted that accomplishment in its RTA application. It also highlighted other legislative achievements, including passing a state law in 2003 that allowed the city to annex land from Denver to make the eight-acre open-space Infinity Park South.

But it wasn't enough.

Ken Lund, the head of the Colorado Office of Economic Development and International Trade, was asked to evaluate all six RTA applications and recommend two for approval. In the end, he recommended only one: the Gaylord hotel in Aurora.

Lund's written comments about Glendale's proposal say that while the Rugby Hall of Fame could be considered "unique," the rest was not. "The other components of the project are too similar to nearby commercial venues," he wrote. Plus, he noted that the city had far overestimated how much new state sales-tax revenue the riverwalk would generate. Whereas Glendale projected that the project would bring in an extra $162 million over thirty years, the third-party analyst predicted that it would generate just $79 million.

On May 18 of last year, just two weeks after the governor vetoed the bill that would have allowed all six projects to be approved, the Colorado Economic Development Commission chose just two: the Gaylord hotel and Pueblo's riverwalk expansion and bull-riding school.

Glendale officials were let down and riled up. Among themselves, they questioned whether the commission was foolish to choose Aurora when there were rumors that Gaylord was for sale. And they were right: Shortly after the commission made its decision, the company announced that it was reorganizing and selling the rights to manage its four existing hotels to Marriott. For a time, it looked like the Aurora project, and its $81.4 million in sales-tax rebates, was a goner.

A new developer, RIDA Development Corporation of Houston, has since taken over. But in late July of this year, 22 individual Colorado hotels and two hotel associations petitioned the commission to revoke the project's RTA approval, saying that the finances and players have changed so much that the whole thing needs to be reconsidered.

There are more signs that people aren't happy with the RTA process: This year, just one municipality — Colorado Springs — was willing to spend the hundreds of thousands of dollars it costs to prepare an in-depth proposal. None of the entities whose projects were rejected last year reapplied. Instead, most of those endeavors have been pared down or shelved entirely.

Glendale has pared down its plans as well. And in December, it lost its developer. Line says Levitt wasn't making enough progress in attracting private investors. Levitt says that's because the city hadn't fully committed to funding the riverwalk's public infrastructure. Either way, there don't appear to be any hard feelings.

"It's a difficult project," Line says. "Brian is very capable, but we wanted to make sure it still made headway."

"Everyone was very anxious," says Levitt. "I applaud them for their enthusiasm, but some of the stars weren't aligned for my team. Eventually they'll get them aligned and it will work out.

"If we'd won the RTA," he adds, "which I thought the project should have — it's a true tourist attraction — this issue would never have been an issue."

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So how have the plans changed? Well, for starters, the man-made canal is out.

"The more we looked at it, those are the areas that are going to be the public areas," Line says. "We need spaces between the buildings where people are going to be walking."

The trolley may also be out; the distance between Infinity Park and the future site of the riverwalk is walkable anyway, Dunafon says. "You can leave a world-class rugby function and walk to the entertainment district. Perfect collaboration."

Also scrapped are plans to use the rugby broadcasts to promote tourist destinations across Colorado; instead, Line says, the focus will be on luring visitors to the riverwalk. And whether the project will include a 4,000-seat outdoor amphitheater is up in the air. "A concert venue takes a huge amount of space," Line says. Plus, he adds, it's not like a restaurant, which has customers all day; concerts only happen a few nights a week.

But Glendale hasn't wavered on the idea of a pedestrian walkway lined with bars, restaurants, clubs, small shops and perhaps a movie theater or bowling alley. One thought is to build a two-story development, with the second story serving as the "common consumption area" so drinkers don't have to worry about tangling with vehicles driving on a road that may one day bisect the riverwalk.

And those drinkers may be able to imbibe all night. Dunafon says that because Glendale is a home-rule municipality, it can legally set its own hours of operation, meaning it could allow its bars to stay open past the current closing time of 2 a.m.

The Rugby Hall of Fame is still part of the plan, as well, as is widening the road at Virginia Avenue and Colorado Boulevard to help with the heavy traffic flow to busy retailers like SuperTarget and, it's hoped, the riverwalk. To make that happen, Shotgun Willie's is relocating to a new building directly behind its current location (see story, page 14).

A few other buildings would need to move to make way for the riverwalk, as well. The Original Hamburger Stand across Virginia Avenue from Shotgun Willie's sits on land owned by the city, so that shouldn't be a problem. But the rug shop next door is another story. A woman who identified herself as the owner of Authentic Persian & Oriental Rugs but didn't want her name used says she hasn't decided whether to sell. "It depends on what the city has to offer," she says.

Similarly noncommittal are the owners of the Staybridge Suites hotel located on Virginia Avenue, next to the site of the former wastewater treatment plant. "We don't have any plans, because I don't think there's enough definitive there," says Dan Boyum, the vice president of investor relations for Summit Hotel Properties. "We have to wait and see what happens."

But Dunafon reports that all of the landowners are on board with the riverwalk. "We don't have any dissension among the landowners," he says proudly. The city is the biggest landowner, with 42 percent of the land. And it's true that other landowners say they support the project.

"We're supportive of any positive changes in the immediate neighborhood," says Kevin Richey, the vice president of Crown West Realty, which owns the One Cherry Center office building located at the corner of Virginia and Cherry within the riverwalk boundary. "We'd be an advocate of a riverwalk project, certainly. It's a great addition to Glendale."

To finance the project without RTA money, Glendale wants to create a metropolitan district, a special district that can issue bonds to build infrastructure and then increase taxes on future tenants to pay down the debt. The district would hopefully be created in 2014 and the bonds issued the same year, Line says. He was hesitant to say how much they'd be for, but Dunafon hazarded a guess at between $80 and $110 million. The project should be 75 percent complete by 2016, Dunafon says, though other officials say it may take until 2017.

"We're very fortunate that we have a population that constantly says yes," Dunafon says about the city's residents. Not to be overlooked, however, is Glendale's small but loyal cadre of city employees, whose connections stretch back to that contentious 1998 election.

"It's a group of really dedicated, professional people who took a vision fifteen years ago and have worked toward that vision every step of the way," he says.