The URL can be used to link to this page

Home My WebLink About2009-08 Amendment to the Core Site Employee Housing Agreement with Vail CorporationRESOLUTION NO. 8਍ഀ Series 2009਍ഀ A RESOLUTION APPROVING AN AMENDMENT TO THE CORE SITE EMPLOYEE HOUSING਍ഀ AGREEMENT BETWEEN THE TOWN OF VAIL AND THE VAIL CORPORATION; AND SETTING FORTH਍ഀ DETAILS IN REGARD THERETO.਍ഀ WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home਍ഀ rule municipal corporation duly organized and existing under the laws of the State of Colorado and the Town਍ഀ Charter (the "Charter"); and਍ഀ WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected਍ഀ and qualified; and਍ഀ WHEREAS, on December 11, 2007, the Council passed Resolution No. 29, Series 2007਍ഀ authorizing the Town to enter into a Core Site Employee Housing Agreement (the "Agreement") with the਍ഀ Vail Corporation d/b/a Vail Associates, Inc. ("VR") regarding VR's employee housing obligations required in਍ഀ connection with VR's development of the Arrabelle project (the "Core Site Housing Requirements'); and਍ഀ WHEREAS, the Town and VR have mutually determined that the development site owned by VR਍ഀ and commonly known as the "North Day Lot" will constitute an acceptable site for developing a project to਍ഀ comply with the Core Site Housing Requirements, and VR presently intends to proceed with the਍ഀ development for that purpose on the North Day Lot (the "North Day Project"); and਍ഀ WHEREAS, the Town has given requisite development approvals for the North Day Project by਍ഀ actions of the Town's Planning and Environmental Commissions on February 4, 2009 (with modified਍ഀ conditions adopted by Council on March 3, 2009), and of the Town's Design Review Board on February 18,਍ഀ 2009; and਍ഀ WHEREAS, the Agreement establishes a date for which a building permit must be obtained and਍ഀ construction must commence for the North Day Project (the "Construction Commencement Date"); and਍ഀ WHEREAS, the Town and VR have mutually agreed to amend the Agreement as it relates to the਍ഀ Construction Commencement Date.਍ഀ NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL,਍ഀ COLORADO, THAT:਍ഀ 1. The Council hereby approves the Amendment to the Core Site Employee Housing਍ഀ Agreement, a copy of which is attached hereto as Exhibit A, and made a part hereof by this reference, and਍ഀ authorizes the Town Manager to execute the Agreement on behalf of the Town.਍ഀ 2. This Resolution shall be effective immediately upon adoption.਍ഀ INTRODUCED, READ, APPROVED AND ADOPTED this 17`h day f Marc 0਍ഀ Dick Cleve 5, wn ayor਍ഀ ATTEST:਍ഀ r V਍ഀ Loreleig6naldson, Town Clerk਍ഀ Resolution No. 8, Series 2009਍ഀ EXHIBIT A਍ഀ AMENDMENT TO CORE SITE EMPLOYEE HOUSING AGREEMENT਍ഀ THIS AMENDMENT TO CORE SITE EMPLOYEE HOUSING AGREEMENT਍ഀ (this "Amendment") is made as of the day of , 2009, by and between਍ഀ the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of਍ഀ the laws of the State of Colorado (the "Town"), and THE VAIL CORPORATION d/b/a VAIL਍ഀ ASSOCIATES, INC., a Colorado corporation ("Vail Associates"). The Town and Vail਍ഀ Associates are sometimes referred to hereinafter together and in the singular as the "Party(ies)."਍ഀ Recitals:਍ഀ A. The Town and Vail Associates are the parties to that certain Core Site Employee਍ഀ Housing Agreement dated as of December 18, 2007 (the "Employee Housing Agreement").਍ഀ Initially capitalized terms used but not defined in or by other reference under this Amendment਍ഀ shall have the meanings given them under the Emnlovee Housing-Agreement- and references਍ഀ herein to narauranh numbers are to those in the Employee Housing Agreement.਍ഀ B. The Parties have mutually determined that the development site owned by Vail਍ഀ Associates and commonly known as the "North Day Lot" will constitute an acceptable site for਍ഀ developing the employee housing units requisite to satisfying the Core Employee Housing਍ഀ Requirements (i.e., the "North Day Lot and/or Alternative Project" under the Employee Housing਍ഀ Agreement), and Vail Associates presently intends to proceed with development for that purpose਍ഀ on the North Day Lot (the "North Day Project"). The Town has given reouisite develonment਍ഀ annrovals for the North Dav Proiect by actions of the Town's Planning and Environmental਍ഀ Commission on February 4. 2009 (with modified conditions adonted by Town Council on March਍ഀ 3. 2009), and of the Town's Design Review Board on Februarv 18. 2009 (collectively the "North਍ഀ Dav Project A _rovals" .਍ഀ C. The Employee Housing Agreement establishes a "Development Review਍ഀ Approval Date" and "Construction Commencement Date" for, respectively, the required਍ഀ obtainment of development approvals and commencement of construction of the North Day Lot਍ഀ and/or Alternative Project, which again is presently intended by Vail Associates to be constituted਍ഀ by the North Day Project (together the "Timing Requirements"). Certain obligations of Vail਍ഀ Associates under the Employee Housing Agreement are secured by a letter of credit in favor of਍ഀ the Town in the amount of $17,345,784 (the "Employee Housing Letter of Credit").਍ഀ D. The Parties have mutually reached certain further agreements regarding the਍ഀ Timing Requirements.਍ഀ NOW, THEREFORE, in consideration of the above premises, and the mutual਍ഀ covenants and agreements set forth herein, the Town and Vail Associates covenant and agree as਍ഀ follows:਍ഀ Resolution No. 8, Series 2009਍ഀ I . Status of Timine Reauirements. The Construction Commencement Date as਍ഀ stated in paragraph 7 of the Employee Housing Agreement will be extended from May 1, 2009, to਍ഀ Mav 1. 2010.਍ഀ 2. No Default. The Town acknowledges and agrees that Vail Associates is਍ഀ presently in compliance with the Employee Housing Agreement, and that as of the date of this਍ഀ Aereement_there are no outstanding grounds for the Town to draw upon the Employee Housing਍ഀ Letter of Credit.਍ഀ 3. Effect. This Amendment constitutes an amendment and modification of the਍ഀ Employee Housing Agreement. Subject to the express modifications herein, the Employee਍ഀ Housing Agreement shall remain in full force and effect in accordance with its stated provisions.਍ഀ In the event of any conflict between the terms of this Amendment and the terms of the Employee਍ഀ Housing Agreement, the terms of this Amendment will be controlling. The terms of this਍ഀ Amendment shall be interpreted and given force and effect in accordance with the non-conflicting਍ഀ provisions of the Employee Housing Agreement, which shall be applied to the terms of this਍ഀ Amendment as if those terms were a part of the Employee Housing Agreement in the first਍ഀ instance. This Amendment shall not be recorded except at the election of Vail Associates.਍ഀ 4. Countemarts. This Amendment may be executed in counterparts, each of which਍ഀ shall constitute an original, and which together shall constitute one and the same agreement.਍ഀ IN WITNESS WHEREOF, Vail Associates and the Town have made this਍ഀ Amendment to Core Site Employee Housing Agreement as of the day, month and year first above਍ഀ written.਍ഀ TOWN OF VAIL, a municipal corporation duly਍ഀ organized and existing under and by virtue of਍ഀ the laws of the State of Colorado਍ഀ By:਍ഀ Stanley B. Zemler, Town Manager਍ഀ ATTEST:਍ഀ Lorelei Donaldson, Town Clerk਍ഀ By:਍ഀ THE VAIL CORPORATION, d/b/a VAIL਍ഀ ASSOCIATES, INC., a Colorado corporation਍ഀ Keith Fernandez, President and COO-਍ഀ VRDC਍ഀ Resolution No. 8, Series 2009਍ഀ