HomeMy WebLinkAboutD07-0007 Developer Improvement Agreement 0430079700000000 03:55:00 p.m. 04 -26 -2007
IRREVOCABLE LETTER OF CREDIT FORMAT
Legal Description: Attached hereto as Exhibit A
Subdivision: Vail Village First Filing
Address: 141 & 143 E. Meadow Drive
Developer: Solaris Property Owner, LLC
Project Number: PRJ05 -0569
Permit Number: D07 -0001
Improvement Completion Date: October 1. 2007
DEVELOPER IMPROVEMENT AGREEMENT
THIS AGREEMENT, made and entered into this. day of April 2007, by and among
Solaris Property Owner, LLC (the "Developer"), and the Town of Vail (the "Town ").
RECITALS
WHEREAS, the Developer wishes to secure a demolition permit (the "Demolition
Permit') for the mixed -use condominium project commonly referred to as the Crossroads of Vail
(the "Crossroads ") and located at 141 & 143 East Meadow Drive, Vail, Colorado 81657 (the
Property');
WHEREAS, the Town r uir all de rs to pro ' sec rit or c lat ral ensuring the
completion of certain i em prior to is i demoli L structures (the
"Security"); and �A
WHEREAS, the Developer wishes furnish such Security subject to the issuance of the
Demolition Permit and the terms and conditions set forth below.
AGREEMENT CA • 6o
NOW THEREFORE, in consideration of the foregoing and ,,mutu covenants and
agreements hereinafter set forth, the Developer and the Town agree a II qw 0
1. Security for Improvements. Subject to the Towns nuance of ?7lition
Permit for Crossroads, 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 subsequent
to the demolition (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 of 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 $93,125.00 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.
1 15
Page 1 of 5
9700000000 03:55:50 p.m. 04 -26 -2007 2/5
4. Scope of Work. The Developer agrees, at its sole cost and expense, to furnish all
equipment and materials necessary to demolish Crossroads and, if necessary, complete the
Restoration in accordance with the provisions of this Agreement_ If the Developer demolishes
Crossroads, the Developer shall, on or before October 1, 2007, either (a) submit an application
for an Excavation /Grading Permit, (b) 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 Official, 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.
& 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
liabilities 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.
Page 2 of 5
9700000000 03:56:14 p.m. 04 -26 -2007 3/5
10. Compliance. In the event that work is required pursuant to the terms of this
Agreement and if the Town determines, at 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
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 Periocf'),
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-
46 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]
C . Page 3 of 5
CROSSROADS EP($T ONE, LLC
By: Peter VKHobel, its Authorized Agent
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The foregoing Developer Improvement Agreement was acknowledged before me this .14
day of April 2007 by Peter B. Knobel, Authorized Agent of Crossroads East One, LLC.
Witness my hand and official seal.
My commission expire
STATE OF COLORADO
COUNTY OF EAGLE
TOWN OF VAIL
By: Warren Campbell
Its: Senior Planner
)ss.
The foregoing Developer Improvement Agreement was acknowledged before me this 4
day of April 2007 by Warren Campbell, The Senior Planner for the Town of Vail.
Witness my hand and official seal.
My commission expires: tcu / 3 / 10
Notary Publ
COREY SWISHER
NOTARY PUBLIC
STATE OF COLORADO
My Commission Expires 1013110
Page 4 of 5
9700000000 03:56:38 p.m. 04 -26 -2007
® ATTACHED COPIES OF THE LEGAL DESCRIPTION, ESTIMATED BID
AND LETTER OF CREDIT
5/5
• Page 5 of 5
LEGAL DESCRIPTION
CROSSROADS I:
THAT CERTAIN COMMERCIAL.. CRV J)4 THE CROSSROADS OF VAIL, A CONDOMINIUM, IN
ACCORDANCE WITH THE COOSOMiNIUM DECLARATION RECORDED DECEMBER 2, 1968 IN BOOK
214 AT PAGE 261 AND THE FIRST AMENDMENT THERETO RECORDED FEBRUARY 7, 1977 IN
BOOK 252 AT PAGE 353 AS SHOWN ON THAT CERTAIN CONDOMINIUM MAP OF CROSSROADS OF
VAIL RECORDED DECEMBER 2, 1968 IN BOOK 214, AT PAGE 262, AND THE CORRECTED
CONDOMINIUM MAP OF CROSSROADS OF VAIL RECORDED ON FEBRUARY 25, 1969 IN BOOK
214, AT PAGE 686, TOGETHER WITH THE UNDIVIDED INTERESTS THEREIN, WHICH SUCH
COMMERCIAL CRV IS LOCATED ON THAT CERTAIN PARCEL OF PROPERTY MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
A PORTION OF LOT P, BLOCK 5D VAIL VILLAGE, FIRST FILING, A SUBDIVISION IN THE
TOWN OF VAIL, COUNTY OF EAGLE, STATE OF COLORADO DESCRIBED AS FOLLOWS:
COMMENCING ON THE NORTHWEST CORNER OF SAID LOT P; THENCE SOUTH 79 DEGREES 46
MINUTES 00 SECONDS EAST AND ALONG THE NORTHERLY LINE OF SAID LOT P A DISTANCE
OF 44.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG THE
AFORESAID COURSE A DISTANCE OF 259.07 FEET; THENCE SOUTH 10 DEGREES 09 MINUTES
34 SECONDS WEST A DISTANCE OF 274.87 FEET TO A POINT OF INTERSECTION WITH THE
SOUTHERLY LINE OF SAID LOT P; THENCE ON AN ANGLE TO THE RIGHT OF 65 DEGREES 10
MINUTES 31 SECONDS AND ALONG THE SOUTHERLY LINE OF SAID LOT P AND ALONG A CURVE
TO THE RIGHT HAVING A RADIUS OF 336.71 FEET, A CENTRAL ANGLE OF 22 DEGREES 04
MINUTES 55 SECONDS, AN ARC DISTANCE OF 129.77 FEET TO A POINT OF TANGENT;
THENCE NORTH 82 DEGREES 35 MINUTES 00 SECONDS WEST AND ALONG THE SOUTHERLY LINE
OF SAID LOT P A DISTANCE OF 120.83 FEET TO THE SOUTHWEST CORNER OF SAID LOT P;
THENCE NORTH 00 DEGREES 23 MINUTES 00 SECONDS WEST AND ALONG THE WESTERLY LINE
OF SAID LOT P A DISTANCE OF 216.28 FEET; THENCE NORTH 50 DEGREES 11 MINUTES 32
SECONDS EAST A DISTANCE OF 44.41 FEET; THENCE NORTH 08 DEGREES 17 MINUTES 43
SECONDS EAST A DISTANCE OF 65.12 FEET TO THE TRUE POINT OF BEGINNING.
CROSSROADS II:
A PORTION OF LOT P, BLOCK 5D AND TRACT C, VAIL VILLAGE, FIRST FILING, A
SUBDIVISION IN THE TOWN OF VAIL, COUNTY OF EAGLE, STATE OF COLORADO, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT P, WHICH IS ALSO THE NORTHWEST
CORNER OF SAID TRACT C AND A POINT ON THE SOUTHERLY LINE OF INTERSTATE HIGHWAY
NO. 70 RIGHT OF WAY; THENCE SOUTH 79 DEGREES 46 MINUTES 00 SECONDS EAST 73.30
FEET ALONG SAID SOUTHERLY LINE WHICH IS ALSO THE NORTHERLY LINE OF SAID TRACT
C; THENCE SOUTH 9 DEGREES 53 MINUTES 55 SECONDS WEST 111.54 FEET TO A POINT OF
CURVE; THENCE 27.37 FEET ALONG THE ARC OF A 40.00 FOOT RADIUS CURVE TO THE
RIGHT WHOSE CENTRAL ANGLE IS 39 DEGREES 12 MINUTES 05 SECONDS AND WHOSE LONG
CHORD BEARS SOUTH 29 DEGREES 29 MINUTES 58 SECONDS WEST 26.84 FEET TO A POINT
OF TANGENT; THENCE SOUTH 49 DEGREES 06 MINUTES 00 SECONDS WEST 50.99 FEET TO
THE SOUTHEAST CORNER OF SAID LOT P, WHICH IS A POINT ON THE NORTHERLY LINE OF
EAST MEADOW DRIVE; THENCE CONTINUING SOUTH 49 DEGREES 06 MINUTES 00 SECONDS
WEST 5.36 FEET ALONG SAID NORTHERLY LINE TO A POINT OF CURVE; THENCE CONTINUING
ALONG SAID NORTHERLY LINE 154.17 FEET ALONG THE ARC OF 336.71 FOOT RADIUS CURVE
TO THE RIGHT WHOSE CENTRAL ANGLE IS 26 DEGREES 14 MINUTES 05 SECONDS AND WHOSE
LONG CHORD BEARS SOUTH 62 DEGREES 13 MINUTES 03 SECONDS WEST 152.83; THENCE
NORTH 10 DEGREES 09 MINUTES 34 SECONDS EAST 274.87 FEET TO A POINT ON SAID
SOUTHERLY LINE OF INTERSTATE HIGHWAY NO. 70 RIGHT OF WAY, WHICH IS THE
LEGAL DESCRIPTION
NORTHERLY LINE OF SAID LOT P; THENCE SOUTH 79 DEGREES 46 MINUTES 00 SECONDS
EAST 91.03 FEET ALONG SAID NORTHERLY LINE TO THE TRUE POINT OF BEGINNING,
COUNTY OF EAGLE, STATE OF COLORADO.
G�Zf7
CONDOMINIUM UNITS A -1, A -2, A -3, A4, A -5, A-6, B -1, B -2, C -1, C -2, C -3, C -4,
D -1, D -2, D -3, D4, E -1, E -2, E -3, E4, E -5 AND E -6, CROSSROADS OF VAIL,
ACCORDING TO THE CONDOMINIUM MAP THEREOF RECORDED DECEMBER 2, 1968 IN BOOK 214
AT PAGE 262 AND THE CORRECTED CONDOMINIUM MAP THEREOF RECORDED FEBRUARY 25,
1969 IN BOOK 214 AT PAGE 686 AND AS DEFINED AND DESCRIBED IN THE CONDOMINIUM
DECLARATION RECORDED DECEMBER 2, 1968 IN BOOK 214 AT PAGE 261, AND FIRST
AMENDMENT THERETO RECORDED FEBRUARY 7, 1977 IN BOOK 252 AT PAGE 353, COUNTY OF
EAGLE, STATE OF COLORADO.
8700000000 02:15:18 p.m. 04 - - 2007 1 /1
OA'VIS EXCAVATING
PO BOX 1384
EDWARDS, CO 81632
Date: March 22, 2007
To: English and Associates
Re: Crossroads Proposal
Site- 110,000 square feet
Work to include grading of site to provide
proper drainage, top soil, reseeding, and surface irrigation.
Grading
Finish Grading
Topsoil 3"
Finish Topsoil
$8500.00
6000.00
25,000.00
6000.00
20,000.00
9,000.00
$ 74,500.00
OVAITI
�wN
Department of Community Development
75 South Frontage Road
Vail, Colorado 81657
970 -479 -2138
FAX 970 -479 -2452
www.vailgov.com
September 6, 2007
U.S. Bank National Association
International Dept. PD- OR -T5CE, Suite 500
111 SW Fifth Avenue
Portland, OR 97204
Re: Letter of Credit Number SLCPPDX03821
To Whom It May Concern:
The above mentioned letter of credit has been released. Please find the original letter
enclosed. If you have any questions please call Warren Campbell, Chief of Planning for
the Town of Vail at 970 - 479 -2148.
Sincerely,
� n �
Lynne Campbell
Office Manager
Enclosure
I r
%obj RECYCLED PAPER
bank. �
Five Star Service Guaranteed * *l
U.S. BANK NATIONAL ASSOCIATION SWIFT: USBKUS44PDX
INTERNATIONAL DEPT. PD- OR -T5CE, SUITE 500 TELEX: TRT 192179
111 SW FIFTH AVENUE, PORTLAND, OR 97204 TOLL FREE:866- 359 -2503
P.O. BOX 6979, PORTLAND, OR 97228 -6979 FAX: 503 - 275 -5132
04/12/07
----------------------------------------
----------------------------------------
IRREVOCABLE STANDBY LETTER OF CREDIT
----------------------------------------
----------------------------------------
-- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
BENEFICIARY: APPLICANT:
TOWN OF VAIL CROSSROADS REDEVELOPMENT, LLC
75 SOUTH FRONTAGE ROAD WEST 143 E. MEADOW DRIVE NO. 300
VAIL, CO 81657 VAIL, CO 81657
LETTER OF CREDIT NUMBER: SLCPPDX03821
EXPIRY DATE: OCTOBER 5, 2007
AT: ISSUING BANK'S INTERNATIONAL BANKING COUNTERS
LOCATED AT THE ADDRESS LISTED ABOVE.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
AMOUNT: USD 93,125.00
(NINETY THREE THOUSAND ONE HUNDRED TWENTY -FIVE AND N01100 U.S. DOLLARS)
WE HEREBY ISSUE THIS IRREVOCABLE STANDBY LETTER OF CREDIT AVAILABLE
BY PAYMENT BY DRAFT(S) DRAWN AT SIGHT ON U.S. BANK NATIONAL
ASSOCIATION AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
A STATEMENT ISSUED AND SIGNED BY THE BENEFICIARY CERTIFYING AS FOLLOWS:
CROSSROADS REDEVELOPMENT, LLC HAS FAILED TO COMPLETE ALL IMPROVEMENTS
TO THE LANDSCAPING, GRADING, AND RESOILING AT THE CROSSROADS COMPLEX
IN VAIL, COLORADO.
SPECIAL CONDITIONS:
THIS ORIGINAL LETTER OF CREDIT MUST ACCOMPANY THE DRAWING.
--------------------------------------------------------------------------
--------------------------------------------------------------------------
PURSUANT TO U.S. LAW WE ARE PROHIBITED FROM ISSUING, TRANSFERRING,
ACCEPTING OR PAYING LETTERS OF CREDIT TO ANY PARTY OR ENTITY IDENTIFIED
BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPT OF TREASURY, OR
SUBJECT TO THE DENIAL OF EXPORT PRIVILEGES BY THE U.S. DEPT. OF COMMERCE.
DRAFTS DRAWN UNDER THIS CREDIT MUST BEAR THE CLAUSE: "DRAWN UNDER U.S.
BANK NATIONAL ASSOCIATION IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
SLCPPDX03821."
** *THIS PAGE 01 FORMS AN INTEGRAL PART OF CREDIT SLCPPDX03821 * **
bank.
Five SFr Service Guaranteed *
THIS CREDIT IS SUBJECT TO "THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS" (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 500.
WE HEREBY ENGAGE WITH YOU THAT DRAFT(S) DRAWN AND /OR DOCUMENTS PRESENTED
AND NEGOTIATED UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS
IRREVOCABLE STANDBY LETTER OF CREDIT WILL BE DULY HONORED UPON
PRESENTATION TO US.
U.S. BANK NATIONAL ASSOCIATION
A MEMBER OF THE FEDERAL RESERVE SYSTEM
�2
Z�
STAlqDBY LET OF CREDIT
NANCY R. TOUS!G AN € `
Assi� im NWOWt
** *THIS PAGE 02 FORMS AN INTEGRAL PART OF CREDIT SLCPPDX03821 * **