HomeMy WebLinkAbout2008-13 Approving the First Amendment to Development Improvement Agreement between the Town and OHP Vail One LLC the Lionshead Parking StructureRESOLUTION NO. 13
Series of 2008
A RESOLUTION APPROVING THE FIRST AMENDMENT TO
DEVELOPMENT IMPROVEMENT AGREEMENT BETWEEN THE
TOWN AND OHP VAIL ONE LLC CONCERNING THE LIONSHEAD
PARKING STRUCTURE; APPROVING THE PROJECT PLAN"
PURSUANT TO TI3E FIRST AMENDMENT TO THE DEVELOPMENT
IMPROVEMENT AGREEMENT; AND SETTING FORTH DETAILS IN
REGARD THERETO.
WHEREAS, on October 16, 2007, the Town of Vail (the "Town") and OHP Vail One
LLC ("Developer") entered into a Development Improvement Agreement concerning the
redevelopment of the Lionshead Parking Structure (the "Agreement");
WHEREAS, among other things, the Agreement establishes a process for the submission
of a Project Plan by Developer;
WHEREAS, Developer formally requested an extension of time under Section 3.08 of the
Agreement to the permitted contract date of September 15, 2008 for consideration for review of
the Project Plan;
WHEREAS, by letter dated June 5, 2008, the Town acknowledged that Developer had
exercised its right to extend the deadline for review of the Project Plan to September 15, 2008;
WHEREAS, in the same letter, the Town notified Developer that there were issues
concerning Developer's compliance with deadlines contained in Sections 3.11 and 6.01 of the
Agreement (relating to employee housing and the conference center);
WHEREAS, on July 15, 2008, the Town Council directed Town staff to return with an
amended approval process for the Project Plan submittal, including any amendments necessary
to the Agreement;
WHEREAS, in addition to establishing an amended approval process for the Project
Plan, the Town and Developer wish to resolve the outstanding issues with Sections 3.11 and 6.01
of the Agreement; and
WHEREAS, Section 16.01 of the Agreement permits amendment to the Agreement by
mutual consent in writing of Developer and Town.
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 to Development
Improvement Agreement (the "First Amendment") in the form attached hereto as Exhibit A and
incorporated herein by this reference. The Town Manager is hereby authorized to execute the
First Amendment on behalf of the Town.
Resolution No. 13, Series 2008 1
Section 2.Upon execution of the First Amendment by the Town Manager and
Developer, the Project Plan presented to the Town Council by Developer on July 15, 2008, is
hereby approved, subject to all applicable terms of the Agreement and the First Amendment.
Section 3.This resolution shall take effect immediately upon its passage.
INTRODUCED, READ, APPROVED AND ADOPTED this 19'h day of August, 2008.
Dick Cleve d, own Mayo
W N
00*000
re ' Donaldson, Town Clerk
Ai ~SX
0~.•. •4+••••~~
r
Resolurion No. 13, Series 2008 2
FIRST AMENDMENT TO
DEVELOPMENT IMPROVEMENT AGREEMENT
THIS FIRST AMENDMENT TO DEVELOPMENT IMPROVEMENT AGREEMENT
the "First Amendment") is entered into by and between the TOWN OF VAIL, COLORADO, a
Colorado home rule town, with offices at 75 South Frontage Road, Vail, Colorado 81657 (the
Town") and OHP VAIL ONE, LLC, a limited liability company organized under the laws of the
State of Delaware ("Developer"), located at 2525 McKinnon Street, Suite 750, Dallas, Texas
75201, upon the terms and conditions set forth below. The Town and Developer may be referred
to hereinafter collectively as the "Parties" and each individually as a"Partv."
Recitals
Capitalized terms used in this First Amendment and not otherwise defined herein have
the meanings set forth in the Development Improvement Agreement by and between the Town
and Developer, dated October 16, 2007 (the "Agreement"). This First Amendment is made with
respect to the following facts:
A.The Agreement sets forth the rights, obligations and method of participation of
the Parties with respect to the development of the Project on the Site, including timeframes,
deadlines and target dates for the completion of certain tasks.
B.By letter dated April 14, 2008, Developer notified the Town that Developer was
working to meet the target dates established in Section 3.08 of the Agreement with respect to the
Project Plan, and formally requested an extension of time under Section 3.08 of the Agreement
to the permitted contract date of September 15, 2008 for consideration for review of the Project
Plan.
C.By letter dated June 5, 2008, the Town acknowledged that Developer had
exercised its right to extend the deadline for review of the Project Plan to September 15, 2008,
and that Developer is working with Town staff to meet this deadline, and notified Developer that
there were issues concerning Developer's compliance with deadlines contained in Sections 6.01
and 3.11 of the Agreement.
D.On July 15, 2008, the Town Council voted to direct Town staff to return with an
approval process for the Project Plan submittal, including any amendments necessary to the
Agreement.
E.The Parties intend for this First Amendment to respond to the Town Council's
direction, and to reflect the Project Plan approval process for the benefit of both Parties.
F.Section 16.01 of the Agreement permits amendment to the Agreement by mutual
consent in writing of Developer and Town, and this First Amendment shall serve as such writing
evidencing the mutual consent of the Parties.
G.The Parties now desire to enter into this First Amendment to amend terms of the
Agreement to reflect a mutually beneficial Project Plan approval process.
H.By execution of this First Amendment, each of the Parties hereby deems the other
to be in compliance with the terms of the Agreement as of the date hereof.
1
A&reement
NOW, THEREFORE, in consideration of the covenants and agreements of the Parties ashereinaftersetforth, and for good and valuable consideration, the receipt and adequacy of whichareherebyacknowledgedbyeachPartyhereto, the Parties agree as follows:
Section 1. Section 3.08 of the Agreement is hereby deleted in its entirety and replacedwiththefollowing:
Section 3.08 Project Plan. Developer shall present the Project Plan to theTownCouncilforreviewpriortoSeptember15, 2008. Any requests forpostponementoftheconsiderationforreviewoftheProjectPlanshallbesubjecttotheapprovaloftheTownCouncil. The Town Council, on behalf of the TownasowneroftheapplicablePublicImprovementsandinitscapacityasco-applicant in the entitlement process, shall review the Project Plan. If the TownCouncilhasapprovedtheProjectPlan, but the Deed Restriction Agreement hasnotbeenexecutedbyMarch17, 2009, this Agreement shall immediatelyterminate, unless such target date is extended pursuant to this Section. If the DeedRestrictionAgreementhasnotbeenexecutedbyMarch17, 2009, the Town andDevelopermayagreeinwritingtoextendthetargetdateforapprovaloftheProjectPlanbyuptothree (3) consecutive periods of ninety (90) days each.Upon favorable review of the Project Plan and execution of the Deed RestrictionAgreement, Town Council shall authorize the Town Manager to sign an approvalfortheapplicationtoproceedwiththeProjectentitlementprocess.
Section 2. Section 3.11 of the Agreement is hereby deleted in its entirety and replacedwiththefollowing:
Section 3.11 Emplovee HousinQ. Developer shall comply with theapplicableemployeehousingobligationsoftheVailTownCodeexistingonthedateofsubmissionofapplicationtoproceedwiththeProjectentitlementprocess.
Section 3. Sections 6.01(a) and 6.01(b) of the Agreement are hereby repealed in theirentirety. It is Developer's responsibility to fund the Conference Center as proposed inDeveloper's Project Plan as approved by the Town Council in Resolution No. 13, Series of 2008.The Town is not obligated to provide any funding for the Conference Center, as proposed in saidProjectPlan.
Section 4. Execution in Several Counternarts. This First Amendment may besimultaneouslyexecutedinseveralcounterparts, all of which shall constitute one and the sameinstrumentandeachofwhichshallbe, and shall be deemed to be, an original.
Section 5. Effective Date. Upon execution hereof, this First Amendment shall beeffectiveasof2008.
IN WITNESS WHEREOF, each Party has executed this First Amendment toDevelopmentImprovementAgreementorcausedittobeexecuted, under seal, on its behalf byitsdulyauthorizedrepresentativesonthe _ day of 2008.
2
TOWN OF VAIL, COLORADO:
Stan Zemler, Town Manager
ATTEST:
Lorelei Donaldson, Town Clerk
OHP VAIL ONE, LLC:
By:
Name:
Title:
SIGNATURE PAGE TO FIRST AMENDMENT TO
DEVELOPMENT IMPROVEMENT AGREEMENT]
3