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Home My WebLink About2024-50 A Resolution Approving a First Amendment to Agreement Relating to Development Agreement and Town Financial Contribution between TOV, Triumph Timber Ridge, and FirstBankRESOLUTION NO. 50 Series of 2024 A RESOLUTION APPROVING A FIRST AMENDMENT TO AGREEMENT RELATING TO DEVELOPMENT AGREEMENT AND TOWN FINANCIAL CONTRIBUTION BETWEEN THE TOWN OF VAIL, TRIUMPH TIMBER RIDGE, LLC AND FIRSTBANK WHEREAS, the Town of Vail, Triumph Timber Ridge, LLC and Firstbank entered into an Agreement Relating to Development Agreement and Town Financial Contribution, dated August 16, 2024 (the “Financial Agreement”); WHEREAS, the parties wish to amend the Financial Agreement pursuant to the terms set forth in Exhibit A, attached hereto and incorporated herein by this reference (the "First Amendment"). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the First Amendment in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the First Amendment on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 5th day of November 2024. _________________________ Travis Coggin, Mayor ATTEST: Stephanie Kauffman, Town Clerk 126414604.3 A-1 After recording return to: FirstBank Attn: Loan Operations 12345 West Colfax Avenue Lakewood, CO 80215 ______________________________________________________________________________ FIRST AMENDMENT TO AGREEMENT RELATING TO DEVELOPMENT AGREEMENT AND TOWN FINANCIAL CONTRIBUTION THIS FIRST AMENDMENT TO AGREEMENT RELATING TO DEVELOPMENT AGREEMENT AND TOWN FINANCIAL CONTRIBUTION (this “First Amendment”) is made this ____ day of _________, 2024 (the “First Amendment Effective Date”), is by and among the TOWN OF VAIL, a Colorado home rule municipality (the “Town”), TRIUMPH TIMBER RIDGE, LLC, a Delaware limited liability company (“Developer”), and FIRSTBANK, a Colorado state banking corporation (“Lender, together with Developer and Town, collectively the “Parties,” each a “Party”). RECITALS A. The Parties entered into that certain Agreement Relating to Development Agreement and Town Financial Contribution dated August 16, 2024, which was recorded in the records of the Clerk and Recorder of Eagle County (“Records”) on August 19, 2024, at Reception No. 202409496 (the “Tri-Party Agreement”). Capitalized terms not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Tri-Party Agreement. B. Pursuant to Section 10 of the Tri-Party Agreement, the Developer will not agree to amend or modify the Development Agreement without the prior written consent of Lender. C. Developer has requested Lender’s written consent to amend the Development Agreement pursuant to the First Amendment to Second Amended and Restated Development Agreement recorded in the Records (“DA Amendment”) and Lender has agreed to provide written consent to the DA Amendment on the terms and subject to the conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree to amend the Tri-Party Agreement as follows: 1. Modification. Recital A of the Tri-Party Agreement is amended and restated as the following: A. On or about July 26, 2024, the Town and Developer entered into the Second Amended Development agreement which was recorded in the records of the Clerk and Recorder of Eagle County (“Records”) on July 30, 2024, at Reception No. 202408467 as amended by the First Amendment to Second Amended and Restated Development Agreement and any other amendment consented to by Lender (“Development Agreement”), related to the redevelopment and construction of employee housing comprised of 302 residential dwelling units (each a “Unit”) in 7 [Signature Page to First Amendment to Agreement Relating to Development Agreement and Town Financial Contribution] individual buildings, with a minimum of 346 enclosed, surface and on-street parking spaces, and associated landscaping, lighting, driveway and walkway improvements (the “Development”) on the real property more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Property”). The Development Agreement amended and restated and replaced in full the Development Agreement dated June 16, 2023, and the Amended and Restated Development dated May 15, 2024, each between Developer and the Town. 2. Consent to the Amendment of Development Agreement. Lender consents to the DA Amendment. 3. Survival of Representations and Warranties. The representations and warranties by the Town in the Tri-Party Agreement are true, correct, unaffected by the execution of the DA Amendment or this First Amendment. 4. Ratification. The Tri-Party Agreement, as amended hereby, is hereby ratified, confirmed and approved in all respects, and the Developer and the Town hereby represent and warrant that no default under the Development Agreement now exists. 5. Modification. Except as amended by this First Amendment, no term or condition of the Tri- Party Agreement shall be modified and the Tri-Party Agreement shall remain in full force and effect; provided, however, if any provision of this First Amendment is in conflict with, or inconsistent with, any provision in the Tri-Party Agreement or applicable Loan Document, then the provision contained in this First Amendment shall govern and control. 6. Successors and Assigns. This First Amendment shall be binding upon, and shall inure to the benefit of, the respective successors and assigns of the Parties. 7. Severability. If any portion of this First Amendment as applied to any Party or to any circumstances shall be adjudged by a court to be void or unenforceable, such portion shall be deemed severed from this First Amendment and shall in no way effect the validity or enforceability of the remaining portions of this First Amendment or the Tri-Party Agreement. 8. Applicable Law. This First Amendment and all other documents or agreements executed pursuant hereto shall be governed by and construed in accordance with the laws of the State of Colorado and venue for actions arising hereunder shall be Eagle County. 9. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that signatures transmitted by facsimile or electronically shall be binding as if they were original signatures. 10. Headings. Headings used in this First Amendment are used for reference purposes only and do not constitute substantive matter to be considered in construing the terms of this First Amendment. The Recitals to this First Amendment and all exhibits referenced herein are incorporated herein and made a part of this First Amendment. [Signature Pages Follow] [Signature Page to First Amendment to Agreement Relating to Development Agreement and Town Financial Contribution] This First Amendment to the Agreement Relating to Development Agreement and Town Financial Contribution is executed on the First Amendment Effective Date. TOWN: TOWN OF VAIL, COLORADO __________________________________________ Russell Forrest, Town Manager Attest: ___________________________ Stephanie Kauffman, Town Clerk [Signature Page to First Amendment to Agreement Relating to Development Agreement and Town Financial Contribution] DEVELOPER: TRIUMPH TIMBER RIDGE, LLC, a Delaware limited liability company By: Triumph Development West, LLC, a Delaware limited liability company, its Manager By: ___________________________ Name: Martin Michael O’Connor II Title: Authorized Signatory STATE OF COLORADO ) ) ss: COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2024 by Martin Michael O’Connor II, as Authorized Signatory of Triumph Development West, LLC, a Delaware limited liability company, Manager of Triumph Timber Ridge, LLC, a Delaware limited liability company. Witness my hand and official seal. My Commission Expires: . [ S E A L ] Notary Public [Signature Page to First Amendment to Agreement Relating to Development Agreement and Town Financial Contribution] LENDER: FIRSTBANK, a Colorado state banking corporation By: Name: Nick Brinkman Title: Market President STATE OF COLORADO ) ) ss: COUNTY OF _________________ ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2024, by Nick Brinkman, as Market President of FirstBank, a Colorado state banking corporation. My Commission Expires . Witness my hand and official seal. [ S E A L ] Notary Public