HomeMy WebLinkAboutB07-0275 Developer Improvement Agreement 120507 IRREVOCABLE LETTER OF CREDIT FORMAT
Legal Description: Attached hereto as Exhibit A
Subdivision:_Vail Villaqe First Filin4
Address: 141 & 143 E. Meadow Drive
Developer: Solaris Propertv Owner. LLC
Project Number: PRJ05-0569
Permit Number: B07-0275
Improvement Completion Date: Julv 31. 2008
DEVELOPER IMPROVEMENT AGREEMENT
THIS AGREEMENT, made and entered into this day of December 2007, by and
among Solaris Property Owner, LLC (the "Deve/ope�''), and the Town of Vail (the "Town").
RECITALS
WHEREAS, the Developer wishes to secure a grading and vati permit (the "
Permif') for the mixed-use condominium project commonly refer t s So i " i �
g e n e r a l l y l o c a t e d a t 1 4 1 8� 1 4 3 E a s t M e a d o w D r i v e, V ' l o r a 7 e
WHEREAS, the Town req ' all deve per rovide s ri II eral ensuring the
completion of certain impro prior to issuing �rmits (t " ecurity'); and
WHER S, t Dev per I�s furnish such Security subject t the issua f the
G8�E Permit a the r�s an onditions set forth below.
AGREEMENT • �
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NOW THEREFORE, in consideration of the foregoing an the mutual cove nd
agreements hereinafter set forth, the Developer and the Town agree as follows:
1. Security for Improvements. Subject to the Town's issuance of a G&E Permit for
Solaris, the Developer shall provide the Town with an irrevocable letter of credit sufficient, in the
Town's judgment, to secure the restoration of the Property to a Park-Like Condition (as
hereinafter defined) should the Developer fail to redevelop the Property(the "Restoration").
2. Property Restoration. For purposes of this Agreement, restoring the Property to
a "Park-Like Condition" means grading, adding topsoil, installing surface irrigation and
hydroseeding the Property in accordance with the approved plans and specifications filed in the
office of the Community Development Department for the Town of Vail and the proposal attached
hereto as Exhibit B and incorporated herein by this reference.
3. Letter of Credit. To secure completion of the Restoration, the Developer agrees
to establish an irrevocable letter of credit in the amount$1,219,241.89 in the form attached hereto
as Exhibit C (the "Letter of Credit'). Should the Developer fail to perForm its obligations pursuant
to this Agreement, the Town shall be permitted to draw on such Letter of Credit to complete the
Restoration.
4. Scope of Work. The Developer agrees, at its sole cost and expense, to furnish all
equipment and materials necessary to perform all work contemplated. The Developer shall, on or
before July 31, 2008, either (a) submit an application for a 100% Building Permit for Solaris, (b)
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complete Restoration of the Property or (c) furnish the Town with a new letter of credit securing
the completion of the Restoration. If Developer fails to satisfy the foregoing condition, the Town �
shall be entitled to draw on the letter of credit to complete the Restoration.
5. Standard of Performance. The Developer shall complete, in a good workmanlike
manner, all improvements referred to in this Agreement, in accordance with all approved plans
and specifications filed in the office of the Community Development Department of the Town of
Vail, and to do all work incidental thereto according to and in compliance with the following:
a. in the event work is required pursuant to the terms of this Agreement, all
said work shall be done under the inspection of, and to the reasonable satisfaction
of, the Town Planner, the Town Engineer, the Town Building O�cial, or other
official from the Town of Vail, as affected by special districts or service districts, as
their respective interest may appear, and shall not be deemed complete until
approved and accepted as completed by the Community Development
Department and Public Works Department of the Town of Vail.
6. Substitution. The Developer may at any time substitute the security originally set
forth above for another form of security or collateral acceptable to the Town to guarantee the
faithful completion of those improvements referred to in this Agreement and the performance of
the terms of this Agreement. Such acceptance by the Town of alternative security or collateral
shall be at the Town's sole discretion.
7. Liability. The Town shall not, nor shall any officer or employee thereof, be liable
or responsible for any accident, loss or damage happening or occurring to the work specified in
this Agreement prior to the completion and acceptance of the same, nor shall the Town, nor any �
officer or employee thereof, be liable for any persons or property injured by reason of the nature
of said work, but all of said liabilities shall and are hereby assumed by the Developer.
8. Indemnity. The Developer hereby agrees to indemnify and hold harmless the
Town, and any of its officers, agents and employees against any losses, claims, damages, or
tiabilities to which the Town or any of its officers, agents or employees may become subject to,
insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) that arise
out of or are based upon any performance by the Developer hereunder; and the Developer shall
reimburse the Town for any and all legal or other expenses reasonably incurred by the Town in
connection with investigating or defending any such loss, claim, damage, liability or action. This
indemnity provision shall be in addition to any other liability which the Developer my have.
9. Partial Release. It is mutually agreed that the Developer may apply for and the
Town may authorize a partial release of the security provided to the Town for each category of
improvement at such time as such improvements are constructed in compliance with all plans
and specifications as referenced hereunder and accepted by the Town. Under no condition shall
the dollar amount of the security provided to the Town be reduced below the dollar amount
necessary to complete all uncompleted improvements referred to in this Agreement.
Notwithstanding the foregoing, upon issuance of a full Building Permit for the Property, the
security provided hereby shall be immediately released by the Town to the Developer.
10. Compliance. In the event that work is required pursuant to the terms of this
Agreement and if the Town determines, in its reasonable discretion, that any of the improvements
referred to in this Agreement are not constructed in compliance with the approved plans and �
specifications filed in the office of the Community Development Department of the Town of Vail or
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� not accepted by the Town as complete on or before the date set forth in Paragraph 1 of this
Agreement, the Town may, but shall not be required to, draw upon the security referred to in this
Agreement and complete the uncompleted improvements referred to in this Agreement.
11. Self-Help; Town. In the event that work is required pursuant to the terms of this
Agreement and the Town completes all or any portion of the improvements referred to in this
Agreement and if the costs of completing the uncompleted improvements referred to in this
Agreement exceed the dollar amount of the security provided to the Town, the excess, together
with interest at twelve percent (12%) per annum, shall be a lien against the property and may be
collected by civil suit or may be certified to the treasurer of Eagle County to be collected in the
same manner as delinquent ad valorem taxes levied against such property. If the Developer fails
or refuses to complete the improvements referred to in this Agreement, such failure or refusal
shall be considered a violation of Title 12 (Zoning Regulations), of the Vail Town Code, and the
Developer shall be subject to penalties pursuant to Section 12-3-10 (Violations: Penalties) and
Chapter 1-4 (General Penalty), Vail Town Code. In the event that Developer has received written
notice from the Town of Developer's failure to complete any improvements hereunder and
Developer has commenced to cure such failure within fifteen (15) days (the "Cure Period'),
Developer shall be allowed to extend the Cure Period for such reasonable period as is required
for Developer to cure the failure.
12. Warranty. The Developer shall warranty the work and materials of all
improvements referred to in this Agreement located on Town property or within a Town right-of-
way, pursuant to Chapter 8-3, of the Vail Town Code, for a period of two years after the Town's
acceptance of said improvements.
� 13. Amendment. The parties hereto mutually agree that this Agreement may be
amended from time-to-time, provided that such amendments shall be in writing and executed by
all parties hereto.
14. Successors; Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Developer may
assign this Agreement in whole or in part, without the prior consent of the Town, to any entity or
person who may obtain title to the Property from Developer.
[Proceed to Signature Page]
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SOLARIS PROPERTY OWNER, LLC
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By: Reed F. W , ' uthorized Agent
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The foregoing Developer Improvement Agreement was acknowledged before me this S�
day of December 2007 by Reed F. Weily, the Authorized Agent of Solaris Property O�C;���,,,
�.�'�i`k��*`_�, , "�',''',�F/�
Witness my hand and official seal. �;`��R°' '�'�'-
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My commission expires l� - � - %� � � � y��, �,;� _ � � oq`
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Notary Public �n'�l�n�xplees��\
TOWN OF VAIL
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By: S{�mz�emfer Wo�r�a�. a.w�+be-1
Its: T��ayer Gh.��-� oG L�'- �o,�n,+n.:+�aJ
STATE OF COLORADO )
)ss.
COUNTY OF EAGLE )
The foregoing Developer Improvement Agreement was acknowledged before me this `J
day of December 2007 by `'�*.�**.*'�r, the r for the Town of Vail.
1�'���a� L.w.+►�.p 6 e,l�� G te.ie F e E `�t �4.►�.+�.�w.�
Witness my hand and official seal.
M commission ex ires:�`�� 1� . � � � .�`""u��r��a«„E,,,,��,
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� ATTACHED COPIES OF THE LEGAL DESCRIPTION, ESTIMATED BID
AND LETTER OF CREDIT
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BUILD IN GOOD COMPANY. �
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Solaris Development
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145 East Meadow Drive �
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Vail, CO 81657 �
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COST SUMMARY FOR SITE RESTORATION
Earthwork Cost to Restore Site
Subtotal..................................... $899,910.00
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- Landscane Cost to Restore Site
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=�er �. ���:
. , . Subtotal..................................... $75,483.51
TOTAL COST FOR SITE RESTORATION.......... $975,393.51
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HONE5TY AND INTEGHITY•RESPECT FOR PEOPLE•PERFORMANCE WITH ABSOLUTE flELMBILfTY•IONG-TERM PEHSPECTIVE•NURTURING PERSONAL GROWTH �I
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�, ��. ..a� .. . ..' :a . .. S..w�:t .,��5r��. ` .:"-"2� „ , �y . .....
PIPEI.=hlE d�EARTHW�►t�IC SI�,#C� 15�4� �
zat1� Z�t�iNtlt7� sr. �AS�Re� �t'F�r.t� '
PHt?�tE 80$-287»3�22 P�X 30��2$7-3$2� ,
To: Weitr Construction Contact: Chris Keran '
Addres+: 4725 S.hbnaco,Suite 100 Phone: (303)860-6600
Denver,CO USA Fax: (303)860-6698 �
ProJect fVame: Solaris Import For Town Bonding Bid Number: WTZ083007 �
ProJect Location: Frontage Road,Vail,CO Bid Date:
Item Description Estimated Quant,iqr Unit Total Price '
Earth Work Option
Impo�t To FII�Solaris,Indudes Plaee,Compaction&Two Flaggers For The Duretion Of The 81,000.00 CY $899,910.00
Haul.
Total Price/or above EartM Work Option 2 Items: �899,910.00
Notes• .EXCLUSIONS;Winter Conditions;Burried or hidden debris;Dewatering;Survey,Staking and Layout;Haul off of utility
,� � spoils;Troffic Co�rol;Pertnits and Fees;Concrete pour badc of Qirb&Gutter and Sidewalk;Soils and or Compadion Testing.
Parment Terms: QUALIFIG4TION5;Prices herein are protected from increase upon executlon and delWery of a contrac[on or behxe 08-08-08.
ACCEPTED: CONFIRMEO:
The above prices,spedfications and conditions are satlsfacbory YWC Companr
and hereby accepted.
Buyer:
Signature: Authorized Signaturo:
Date of Acceptance: Estimator: Manny Kouskoutls
720-260-2164 manny_wvcc�qwest.net
B/30/2007 5:51:08 AM Page 1 of 1
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CEOSSroads Rede�+el rneet�Vail Colotado �� � � . . �
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596 Canada elue G►ess . ' �
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Biosal oreaMc slow release fertil"¢er for natli+e•areas �. ,Lb• •104000 •: . 0.020 � � • z,080.00 • .
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Credit(or graPhic design charges . '' . , . • � , ' .. • ', 0.00
. �CALCULATEDCONbTRUC110NDAYS,:29.A �. � �� � .SubTota! 74.19630
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. . wifhin a lully operaGonaf jrrlqatian system. � , � � . � . .' �Deposit Required 37,741.76 . .
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� Alpin¢ Bank
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12 Vail Road, Suite 200
Vail, Colorado 81657
970-476-8700
Fax 970-476-2366
IRREVOCABLE STANDBY LETTER OF CREDIT
Date of Issue: NOVEMBER 28,2007
Amount: $1,219,241.89
Number: 4450278433
Expiration Date: JLJI,Y 31,2008
APPLICANT: SOLARIS PROPERTY OWNER, LLC
BENEFICIARY: THE TOWN OF VAII,, COLORADO
PURPOSE: GRADING AND EXCAVATION OF THE SOLARIS PROJECT
To Whom It May Concern:
We hereby establish in Beneficiary's favor, at the request and for the benefit of Applicant, our
� Irrevocable Standby Letter of Credit in an amount not to exceed$1,219,241.89 (U.S.
$1,219,241.89). The purpose of this letter of credit is to secure the performance of the Applicant
to obtain a full building pemiit from the town of Vail by March 31,2008,to restore the property
located at 143 East Meadow Drive,Vail,Eagle County,Colorado to a park like condition by July
31, 2008 in accordance with the terms of the Applicant's developer improvement obligations.
Beneficiary shall promptly notify Bank when a default or event of default of said obligations
occurs. Your notification shall include any notice or order required to be sent to Applicant to the
agreement. Notice shall be by telephone and in writing to:
ALPINE BANK VAIL,
ATTENTION: MICHAEL GLASS
12 VAIL ROAD, SUITE 200
VAIL,COLORADO 81657
970-476-8700
We hereby agree to honor drafts drawn under and in compliance with the terms of this Letter of
Credit if duly presented to a loan officer at 12 VAII,ROAD, SUITE 200,VAII,,COLORADO,
during normal business hours on or before the expiration date. Partial drawings are permitted.
This Letter of Credit is not transferable.
The conditions for payment of any draft drawn against this Letter of Credit are as follows:
1. Receipt by Bank of Beneficiary's manually signed statement by an authorized signatory
� certifying that Applicant has failed to perform with, or comply in accordance with, its
developer improvement obligations, and stating: (a) the dollar amount of the default; (b)the
www.alpinebank.com
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AI in¢ Bank '
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Applicant has failed to obtain a full building pernut from the town of Vail by Maxch 31, �
2008, or has failed to restore the property located at 143 East Meadow Drive,Vail,Eagle
County, Colorado to a park like condition by July 31,2008 in accordance with the terms of
the Applicant's developer improvement obligations; and(c)the amount drawn is reasonably
required to remedy the default.
2. Presentation of the original Letter of Credit to Bank, endorsed on the reverse side with the
words: "THE TOWN OF VAIL, COLORADO"in the amount requested,then manually
signed by an authorized signatory.
This Letter of Credit shall be governed by Article V of the Uniform Commercial Code as in effect
in the State of Colorado on the date of issue. This Letter of Credit sets forth in full the terms of
our undertaking, and such undertaking shall not in any way be modified, amended,amplified or
limited by any document, instrument or agreement referred to herein, or in which this credit is
referred to, or to which this credit relates; and no such reference shall be deemed to incorporate
herein by reference any such document, instrument or agreement.
ALPINE BANK
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By. ��
MICHAEL GL�S ,PRESIDENT
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www.alpinebank.com