HomeMy WebLinkAbout2010-03 Approving the 2nd Amendment to the Core Site Employee Housing Agreement t
RESOLUTION NO.3
Series of 2010
A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE CORE SITE
EMPLOYEE HOUSING AGREEMENT BETWEEN THE TOWN OF VAIL AND
THE VAIL CORPORATION, DB /A VAIL ASSOCIATES, INC.; 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; and
WHEREAS, the members of the Town Council of the Town (the "Council ") have
been duly elected and qualified; and
A
WHEREAS, the Town and the Vail Corporation d/b /a Vail Associates, Inc. ( "VAI ")
are parties to a certain Core Site Employee Housing Agreement dated as of December 18,
2007, and as modified by the Amendment to Core Site Employee Housing Agreement dated
as of March 26, 2009 (together the "Employee Housing Agreement'); and
9
WHEREAS, the Employee Housing Agreement establishes requirements for the
posting of a Letter of Credit by VAI. The Town and VAI have mutually determined to F
modify the requirements under the Employee Housing Agreement governing the amount of
the Letter of Credit, in the manner provided for in the Second Amendment to Core Site
Employee Housing Agreement (the "Second Amendment') attached hereto as Exhibit A.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Council hereby approves the Second Amendment and authorizes the
Town Manager to enter into the Second Amendment with VAI in substantially the same form
attached hereto as Exhibit A and in a form approved by the Town Attorney.
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 16` day of February, 2010.
Richard Clevelan
Town Mayor
AT
rel ' Dona dson,
Town Clerk'
:
•
Resolution No. 3, Series 2010 0
4
Y
SECOND AMENDMENT TO CORE SITE EMPLOYEE HOUSING AGREEMENT
THIS SECOND AMENDMENT TO CORE SITE EMPLOYEE HOUSING
AGREEMENT (this "Amendment ") is made as of the day of , 2010,
by and between the TOWN OF VAIL, a municipal corporation duly organized and existing A
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 F
Housing Agreement dated as of December 18, 2007 (the "Original Agreement "), as modified by
that certain Amendment to Core Site Employee Housing Agreement dated as of March 26, 2009
(together 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
Employee Housing Agreement.
B. The Employee Housing Agreement establishes requirements for the posting of a
Letter of Credit by Vail Associates. The Parties have mutually determined to modify the
requirements under the Employee Housing Agreement governing the amount of the Letter of
Credit.
1
g
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:
1. Adjustment of Letter of Credit Amount Paragraph 2 of the Original Agreement
is hereby superseded and replaced its entirety by the following provisions of this paragraph 1. In
the event Vail Associates or any other applicable developer enters into a general construction
contract for the North Day Project that incorporates a guaranteed maximum price ( "GMP "), Vail
Associates may cause the Letter of Credit to be reduced in amount to 125% of the GMP amount.
Alternatively, Vail Associates may cause the Letter of Credit to be reduced in amount to 125%
of the permit value (i.e., total value of the work) established for the building permit issued for the
North Day Project. No reduction of the Letter of Credit amount pursuant to the foregoing may
be instituted, however, prior to the issuance of the building permit for the North Day Project.
Vail Associates will cause the Letter of Credit to continue to be maintained in its present
outstanding amount of $22,009,113.21 (arising from an adjustment made in 2009) unless and
until any reduction of the Letter of Credit amount is instituted under the foregoing provisions. If
the Letter of Credit is so reduced, the Letter of Credit shall thereafter be maintained in that x
reduced amount.
2. Establishment of Employee Housing Restriction. The employee housing n
restriction required by Paragraph 8 of the Original Agreement shall be executed by Vail
Associates and delivered to the Town, in recordable form, as a condition to and before the
Town's issuance of the building permit(s) requisite to construction and completion of the North
937180.6
Day Project. The Town may proceed with recordation of the use restriction when it is so
delivered.
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. Counterparts 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 Second
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 f
laws of the State of Colorado
E
By:
Stanley B. Zemler, Town Manager
ATTEST:
t
Lorelei Donaldson, Town Clerk
[Signature block of Vail Associates follows on next page]
h
3
1.
4
E
1
937180.6 2
s
1
F
THE VAIL CORPORATION, d/b /a VAIL
ASSOCIATES, INC., a Colorado corporation
f
s
By:
Name:
Title:
a
3
a
d
t
i
e
K
1
k'
C
C
U
5
E
i
I:
k'
f
937180.6 3
{
s
`s
h
s