HomeMy WebLinkAboutB09-0321 Development Improvement Agreement :
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TOWN OF VAI� `
Department of Community Development
75 South Frontage Road
uatl co�r� sl�s�
970-479-2138
FAX 970-479-2452
www.vailgov.com
June 30, 2011
Ms. Stella Rosales
Bank of America, N.A.
1000 W. Temple Street
7tn Floor, CA9-705-07-05
Los Angeles, CA 90012-1514
Re: Letter of Credit Number 3116653
The Vail Corporation dba Vail Associates, Inc
Dear Ms. Rosales:
The above mentioned letter of credit has been released as work has been completed.
The original document is enclosed. If you have any questions please call George
Ruther, Director of Community Development for the Town of Vail at 970-479-2145.
Sincerely,
Shelley Bellm
Administrative Assistant
Enclosure
i��RECYCLED PAPER
IRREVOCABLE LETTER OF CREDIT FORMAT
Legal Description: Lot 2, First Chair Subdivision
Address: 600 West Lionshead Circle, Vail, CO
Developer: The Vail Corporation d/b/a Vail Associates, Inc.
Project Number. ('RTO$- oo3r� ljEVog -O�I
Permit Number: �c`I-c�3a I
Improvement Completion Date: June 30, 2011
Letter of Credit Expiration Date: April 6, 2012
DEVELOPER IMPROVEMENT AGREEMENT
THIS DEVELOPER IMPROVEMENT AGREEMENT (this "Agreement") is made and
entered into this �3�" day of April 2011, by and among The Vail Corporation d/b/a Vail
Associates, Inc. a Colorado corporation (the "Developer"), and the Town of Vail (the "Town").
WHEREAS, the Developer, as a condition of approval of the Temporary Certificate of
Occupancy for First Chair (f/k/a North Day Lot Development), 600 West Lionshead Circle, Vail,
Colorado 81657, Lot 2, First Chair Subdivision (the "ProjecY'), wishes to enter into this
Agreement; and
WHEREAS, the Developer is obligated to provide security or collateral sufficient in the
judgement of the Town to make reasonable provisions for completion of certain exterior,
landscaping and other improvements described in this Agreement (collectively, the
"Improvements"); and O�/ �� �,�le�s� / ,p�� ,� � I � } ./� .
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WHEREAS, the Developer wishes to provide security to guarantee performance of this
Agreement, including completion of the Improvements, by means of the following:
The Developer agrees to establish an irrevocable letter of credit #3116653 in the amount
of $143,318.66 (the "LC AmounY') with Bank of America, N.A. as the security for the
completion of all Improvements, in the event there is a default under this Agreement by
the Developer.
NOW THEREFORE, in consideration of the following mutual covenants and agreements,
the Developer and the Town agree as follows:
1. Improvements. Pursuant to the plans and specifications for the Project submitted
to the Town in connection with the issuance of Building Permit B09-0321, the Developer shall
complete the exterior, landscaping and other improvements set forth on Exhibit A attached hereto
and made part hereof. Developer shall furnish the Town with security in the amount of the LC
Amount which represents one hundred and twenty-five percent (125%) of the costs for
completing such Improvements. Developer agrees to complete such Improvements by June 30,
2011. The parties hereto acknowledge that the obligation created by this Section 1, and the
related security, shall not affect the issuance of any certificate of occupancy associated with the
Project.
2. Developer Commitment. The Developer agrees, at its sole cost and expense, to
furnish all equipment and materials necessary to perform and complete all Improvements. The
Developer agrees to complete, or cause to be complete, all improvements referred to in this
Agreement, unless such obligation is otherwise released as provided for in this Agreement. The
Developer shall complete, in a good workmanlike manner, all Improvements, in accordance with
all approved plans and specifications filed in the office of the Community Development
Page 1 of 5
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Department of the Town of Vail, and to do all work incidental thereto according to and in
compliance with the following:
All Improvements shall be done under the inspection of, and to the satisfaction of, the Town
Planner, the Town Engineer, the Town Building Official, or other official from the Town of Vail,
and shall not be deemed complete until approved and accepted as completed by the Community
Development Department of the Town of Vail.
3. Letter of Credit. To secure and guarantee performance of the obligations as set
forth herein, the Developer agrees to provide security as follows:
Irrevocable letter of credit #3116653 in the amount of $143,318.66 with Bank of
America, N.A. set to expire on April 6, 2012 (not to expire less than 30 days after
the date set forth in Paragraph 1 of this Agreement) as the security for the
completion of all Improvements, in the event there is an uncured default under this
Agreement by the Developer.
4. 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.
5. 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 unless
caused by the negligence or willful misconduct of the Town, its officers, agents, or employees.
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 thereofl 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.
6. 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.
7. Notice/Cure/Self Help. If the Town determines, at its sole discretion, that any of
the Improvements 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
Page 2 of 5
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Agreement and complete the uncompleted Improvements after written notice to the Developer of
each improvement which the Town determines is 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 and a thirty (30) day opportunity for
the Developer to cure any such default. In the event Developer has commenced to cure the
default within the cure period, such cure period shall be extended beyond the 30 days for such
reasonable period is required for Developer to cure the default. Pursuant to Section 12-11-8, Vail
Town Code, the Temporary Certificate of Occupancy referred to in this Agreement may be
revoked after the notice and opportunity to cure until all Improvements are completed by the
Developer or the Town in accordance with this Agreement.
If the costs of completing the uncompleted Improvements (as determined by Developer
and the Town) exceed the dollar amount of the security provided to the Town, the excess,
together with interest at finrelve 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, 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.
8. Warranty. The Developer shall warranty the work and materials of all
Improvements 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.
9. Assignment. The parties hereto mutually agree that this Agreement may be
amended from time to time, provided that such amendments be in writing and executed by all
parties hereto.
(Signatures commence on the following page)
Page 3 of 5
!
Dated the day and year first above written.
DEVELOPER:
��QF� THE VAIL CORPORATION d/b/a Vail Associates, Inc.,
��,�,i oep.nm�►� a Colorad corpor '
� WAR EN �
Nan+e: ,
Date: `� �� BY� %
ex� enderia , Senkor Vi e President & COO -VRDC
�
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The�egoing Developer Improvement Agreement was acknowledged before me this
/3 Day of ���e� �. , 20� by_1�L.-C��S�e�,b�k.r��/
Witness my hand and official seal.
My commission expires --2��'�y � '�G�
� ��k �
_ �� �o,:'
Pu lic
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5-: :i
TOWN:
TOWN OF VAIL, a municipal corporation duly organized �
and existing under the laws of the State of Colorado
By:
Town Planner
STATE OF COLORADO )
)ss.
COUNTY OF EAGLE )
The foregoing Developer Improvement Agreement was acknowledged before me this
�Day of /�� , 20� by (,JG/lQ n �'an.OJ:�.c.11
Witness my hand and official seal.
My commission expires: QD/i l I� o'��5�
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EXHIBIT A
THE IMPROVEMENTS
First Chair-Post TCO Value of Work
Description Value
Parking Lot Seal Coat $ 2,400.00
Installation of Permanent Entry Door $ 7,500.00
Complete Entry Sign Construction $ 1,700.00
Remaining parking blocks,signs,tie-ins and striping $ 9,625.00
Misc Repairs to Existing Parking Lot Asphalt $ 7,600.00
Landscaping& Irrigation-GH Daniels $ 81,329.93
Paint Boiler Flue $ 400.00
Paint Garage Door $ 650.00
Complete Front Parking lot Gate $ 3,200.00
Remove Remainder of Construction Fence $ 250.00
Total $ 114,654.93
Page 5 of 5
�ank of Arnerica'�'�-�'
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81��3K CF Pt�ERICA - CONFZJ�N`�'IAL P1'3GE: 1
?�AT�,: A�12TL 14, 2E3�1
I�R�Vf,3C'ABI�E ST,�ND$Y LETTE� flF CRFI7TT I�TUM�3ER: 31.I5653
SSSC7�iVG BAiJK
HANK OF' A�IERICA, N.A.
1.0 d 0 W. 'FEMPLE STREET
7TH FLOQR, CA9-705-07-OS
T.,OS ANGEI,ES, CA 9Qn12-1SI.4
BENEFICTARY P,PPLICANT
�'fi�; `T'C1�+7N OF VAIL VAIL I2ESORTS DEVELOPtdEIsl'T COY*�IPAI�TY
75 S. FRONTAGE ROAI� 390 INTERLOGKSN CRESCENT
V�IL, CO 81657 SUITE 1000
BROOMFIE;LD, �O 80a21
�.�Qt7Is?T
NOT' EX�EEIJTNG UST7 143, 318.56
NOT EX�EEDING DNE HUNDRED �`ORTY THREE THOUSAND THREE F�UNDRE�'J EIGHZ'EEN A�D
�s j z�� 's US z�O�z��S
EXPZ�AT.TQN
APRI�, 6, 2012 AT' L?LT12 CC�':�7TEFtS
rvJ�., H�F2ESY �'STABLISI; IN YQUR �'AVOF2 OUR IRREVOCT�BLE STANJ81' LE'€TER OF
�t�EDTT I�tHICFi IS AV��i,ABLE WITH BANT{ dF AMERI�A, N_,�_ BY PAYMiNT
AGAII�IST PR�`SEN�'A'TTC7IV C?F THE �RIGINAL OF THZS LETTER flF CREDI"€' AN.C1
R1�'IENDMENT{S) , IF ANY AND YflCTR DRAFT(S} AT S IGIiT 1?RAWN O?�T BFiNK. OF
AMERICn,, I3.�. , ACGflMFA.I�TIED BY THE DQCLTMENT DE�'ATi�ET) BE7:�C?N7:
F3ENEFICIA�'tX'S SIGNED STATEMENT STATING THE �'OT,LQi�TING:
�uo�r�
?) TH*RE HAS BEE:N A BREACH QR DEFAULT BY VAIL RES0�2TS DEVELOPNlENT
GflMPA?�T`�' UNDER THE DEVEI�OPER TMPROVEMENT AGRE�'MENT BETWEEN THL 'I`Oti^tN CF
VT�ZL A2�TD VAIi, RESC7RTS D�VELOPMENi' COMPRNY DA�ED ,
A"�L'� S(7CH BPEACFi OR I?EFAULT HAS NOT BEEN CUREI�? AS �1ZOVTD�I) Tk�EREIP3.
?,) TxE A1�7qUN'I' DR.�lw�T TS R�'4UxRED �'J R�MEDY SIICH B12EA�Cx oR D�FAIJLT.
3) SLCH DRAW TS 'I'Ti.E TOG�N �F VAIL'� SOLE AI3D E3CCLUSIi7E REh1EDY FOR SUCH
SRERC:H OIt I1EF�UI�T Ai'JD 4v'TLL BE A�PLrED X?V AC�ORDAIVCE �n'ITH THE '�`ER�SS G�
?'i3E 3�EVELOP�12 IMPR�7VEM.ENT AGREEMEi3T.
f,}RiQL�'JT�
�:�R"PTiai� L��WZNG A�J MUL'TIPI�E PiZESE1�7TA'I'TpNS ARE IVOT PERI�iITT�'D.
�'I?IS �:KREVGCAB?,F I,ET'I'ER OF CRiDT'I' Si-?ALL EXPIRE ON APRIL 5, 2t312 AIvTL�
�F?AL•L F3E AUTfl.�7A'3`ICALLY EXTEI�'Dyl7 F`OR SUHSEQUEDFT ONE YEAR TERNTS U?JLESS
??`I' L,�AST SIXTY (60} DAIFS PR�OR TO ANY �X�IRA'I'?QI3 1jAT�, F1E NQTI�'Y YOU,
UR1"GTrIAL
t1S.,?-lK#FCrt3 05 3(}{p
�a�kof�tr�eric�����=.
BAI3{ OF RMERIC� - CONrIDENTIAL �AGE: 2
T::�S IS P�'�T Ii�ITEGRAL FAFLT OF T..,;T'i'ER OF CREI?I'T NU'FrBL�: 3116653
i�l CT.I A CflPY T'O VAIL R�SORTS I?EV�I,OPi�IENT COMPl�NY B�: P.fiGIS'T�;REI3 M.AIL OR
QVEF.NZGFi'" COURIi:R SERVICE AT THE AB7�'E �D�FESS, T?�A?' WE ELEC�" NOT TG
EX'Z'EN.n, THIS LET'I'ER OF CREDI'C FOR SUCH AD2?ITTONAL PERIOD. HOWEVER,
F:aILUR� 'I'O PROVTDE COPIEB OF SUCH iVOTTCE TO VAIL RESORTS DEVELOPMENT:
COt+f�AI�7X DOES NQT INV�ILIDATE OUR NGTICE OF NCN-EXTENSION TO THE
rL"I��"�'IC'IARX.
Y3� HERESY ENGAGE i+�I'TH XO[7 'I'I�T DRAFT(S� DRAWN UNDER AND IN COINPT,IANCE
W?'TH T'HE 'I'EE2MS OF THTS LETTER OF C128DIT WILL BE Dt7LY HON�REIJ UPON
PR�SEI�T'�'ATION TO LTS AT BANK OP AMERICA, N.A. , TRP.DE OPERA:TIQI�IS CE�T�R,
1JOQ �I. TE�IPLE STREET, MAYL COBE: CA9-?RS-07-OS, LOS ANGEi,ES, CA
90Q12-1,514, 1�TTT?: STANDBY LETTER OF CREDIT DBPAR'TMENT ON OR. BE�ORE
THE EXPIRA'TIQN DATE OR P.NY AUTOMATICALI,Y EXTE*7DED EXPiRATIQN TJRTE e�S
SF?�CI�'�ED I3EREIN.
T;iIS LETTER OF CREDIT iS SU83ECT TO THE INTEFtZJATIC3NAL STANI�3Y
PRACTICES 1998, ZCC PL7BLICATION N4. 590.
IF YOU REQUIRE At�3`I ASSISTANCE OR HP.VE ANY (�UESTIONS RE�ARDING THIS
TR711�TSA�TIQN, PLEASE CALL 1-800-541-5096 OPT l.
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