HomeMy WebLinkAbout2017-10 Approving the Chamonix Vail Development with TriumphRESOLUTION NO. 10
Series of 2017
A RESOLUTION APPROVING THE CHAMONIX VAIL DEVELOPMENT
AGREEMENT BETWEEN THE TOWN OF VAIL AND TRIUMPH WEST, LLC;
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 (the
"Charter");
WHEREAS, the members of the Town Council of the Town (the "Council")
have been duly elected and qualified;
WHEREAS, the Town wishes to redevelop property located at 2310
Chamonix Road, Parcel B, Resubdivision of Tract D, Vail Das Schone Filing No.
1 (the "Property") for deed restricted housing;
WHEREAS, Triumph Development West LLC (the "Developer") is willing
to manage the redevelopment of the Property and ensure the successful
completion of 32 townhomes style units; and
WHEREAS, the parties wish to enter into the Development Agreement
(the "Agreement") outlining each parties' responsibilities.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Council hereby approves the Agreement and authorizes
the Town Manager to enter into the Agreement with the Developer, in
substantially the same form as 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 4th day of April, 2017.
Resolution No. 10, Series 2017
Save Chap 4,
Town Mayor
Resolution No. 10, Series 2017
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreement") is made this day of
, 2017 (the "Effective Date"), by and between the Town of Vail,
Colorado, a Colorado home rule municipality with an address of 75 South Frontage
Road, Vail, Colorado 81657 (the "Town"), and Triumph Development West, LLC, a
Delaware limited liability company with an address of 12 Vail Road, Suite 700, Vail,
Colorado 81657 ("Developer") (each individually a "Party" and collectively the "Parties").
WHEREAS, the Town is the owner of certain real property more particularly
described as 2310 Chamonix Road, Parcel B, Resubdivision of Tract D, Vail Das
Schone Filing 1 (the "Property");
WHEREAS, the Town wishes to redevelop the Property for deed -restricted
employee housing (the "Development");
WHEREAS, Developer is willing to manage the development of the Property for
deed -restricted employee housing;
WHEREAS, the Parties entered into a Pre -Development Agreement on January
1, 2017 (the "Pre -Development Agreement"); and
WHEREAS, the Parties wish to elaborate on the terms of the Development
process and parameters of the Development.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the sufficiency of which is mutually acknowledged, the
Parties agree as follows:
1. General Terms of Development.
a. Design and Layout. The Development will consist of 32 townhome-style
residential dwelling units (each a "Unit") and associated landscaping, lighting, driveway,
parking and walkway improvements. The design and layout of the Development were
approved by the Vail Town Council on December 20, 2017 and approved by the Town
of Vail Design Review Board on February 15, 2017 in Application # DRB16-0508.
b. Plans. The current construction plans for the Improvements (hereinafter
defined) are attached hereto as Exhibit A, and incorporated herein, which plans include
certain clarifications, allowances and exceptions as described on Exhibit A (collectively,
the "Plans"). Developer is authorized to submit the Plans to the Town for a building
permit.
c. Contract Price. For completion of the Development in accordance with the
Plans and this Agreement, the Town shall pay Developer $17,728,000 (the "Contract
Price"), which includes $454,333 already invoiced and paid by the Town under the Pre -
Development Agreement. The Contract Price is based on the budget set forth in
Exhibit B, attached hereto and incorporated herein by this reference. The Contract
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Price includes all costs of the Development and any development fee and administrative
fees charged by Developer. Payments toward the Contract Price shall be made in
accordance with Section 5 hereof. Developer shall be solely responsible for any costs
of the Development exceeding the Contract Price.
d. Schedule. Developer shall manage the schedule of construction of the
Development and shall complete and deliver the Development to the Town in
compliance with the schedule attached hereto as Exhibit C, and incorporated herein by
this reference (the "Schedule").
e. Deed Restriction. Developer acknowledges that the Town will subject the
residential dwelling units on the Property to the deed restriction attached hereto as
Exhibit D and incorporated herein by this reference (the "Deed Restriction") prior to or
upon the conveyance of the units to purchasers, but Developer shall otherwise have no
obligations or duties with respect to such Deed Restriction.
2. Obligations of the Town.
a. Taxes. The Town shall refund 100% of all amounts paid by Developer for
the Town's construction and building materials use tax applicable to the Development,
which refund shall be paid by the Town to Developer within 7 days after Developer's
payment.
b. Right -of -Way and Easements. The Town shall grant, for the benefit of the
Property, easements that are mutually determined to be necessary for the
Development, including without limitation utility, drainage, and access easements. In
addition, the Town shall, as permitted by law, use its best efforts to secure required
rights-of-way and easements to allow Developer to fulfill its obligations under this
Agreement and to proceed with the Development, provided that this Section shall not
impose any fiscal obligation on the Town.
c. Permit Fees. The Town shall pay all permit fees for permits issued by the
Town in connection with the Development.
d. Sale of Units. Developer assisted the Town with initial marketing efforts
for the Development under the Pre -Development Agreement. Those services are now
complete, and the Town shall hereafter be responsible for all matters related to the
marketing for sale, contracting for sale, and all other matters related to the sale of the
Units and all costs related thereto. The Town will use its best efforts to ensure that
buyers do not interfere with construction of the Development.
e. Legal Documentation. Other than construction contracts, design
contracts, and 3rd party development consultants' contracts, the Town shall prepare,
sign and record, as appropriate, any and all legal documentation related to the
Development, including purchase and sale agreements and common interest
community documents. Developer shall have no right or responsibility with regard to
such documentation. Notwithstanding the foregoing, Town acknowledges that
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Developer has reviewed and is relying on the terms of Sections 1.18, 1.31, 1.37, 3.14,
3.15, 9.1.3, 9.5, 14.14, 14.15, and 14.20, and all of Article 13, of the Declaration of
Covenants, Conditions and Restrictions of Chamonix Vail Community and the Town
agrees not to revise any provision of those sections without Developer's prior written
approval.
3. Obligations of Developer. Developer covenants and agrees as follows:
a. Plans, Permits and Subdivision. Developer shall prepare all applications,
design drawings and plans for the Development, and shall be responsible for obtaining
all required permits for the Development. At appropriate times during the course of
completing the Development, Developer will manage the process to allow the Town to
subdivide the Property.
b. Construction Costs. Developer shall be responsible for managing the
payment of amounts owed to any person or entity working on the Development.
c. General Contractor. The Town acknowledges that Developer has
selected RA Nelson LLC as the general contractor for the Development. Developer
shall have the authority to select a replacement general contractor, if necessary, at
Developer's discretion.
d. Administration. Developer shall provide construction administration
services throughout construction of the Development.
e. Applicable Law. Developer shall comply with all applicable law, including
without limitation all current and future federal, state and local statutes, regulations,
ordinances and rules relating to: the emission, discharge, release or threatened release
of a Hazardous Material into the air, surface water, groundwater or land; the
manufacturing, processing, use, generation, treatment, storage, disposal,
transportation, handling, removal, remediation or investigation of a Hazardous Material;
and the protection of human health, safety or the indoor or outdoor environmental,
including (without limitation) the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous
Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and
Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act,
15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air
Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all
applicable Colorado environmental laws; and all other federal, state or local laws and
regulations relating to, or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material, now or at any time
hereafter in effect.
f. Books and Records. Developer shall maintain all books and records
related to the Development for public inspection. Upon request by the Town, Developer
shall provide evidence of all costs, expenses and mark-ups related to the Development.
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g. Keep Jobs in Colorado Act. Pursuant to the Keep Jobs in Colorado Act,
C.R.S. § 8-17-101, et seq. (the "Act"), and the rules adopted by the Division of Labor of
the Colorado Department of Labor and Employment implementing the Act (the "Rules"),
Developer shall ensure that the general contractor for the Development employs
Colorado labor to perform at least 80% of the work under this Contract and shall obtain
and maintain the records required by the Act and the Rules. For purposes of this
Section, "Colorado labor" means a person who is a resident of the state of Colorado at
the time of this Contract, without discrimination as to race, color, creed, sex, sexual
orientation, marital status, national origin, ancestry, age, or religion except when sex or
age is a bona fide qualification. A resident of the state of Colorado is a person with a
valid Colorado driver's license, a valid Colorado state -issued photo identification, or
documentation that he or she has resided in Colorado for the last 30 days. Developer
represents that it is familiar with the requirements of the Act and the Rules and will
ensure that the general contractor fully complies with the same.
h. Authority. Developer shall have no right, authority or power to bind the
Town or any interest of the Town in the Property for any claim for labor or for material or
for any other charge or expense incurred in delivering the Development or performing
any alteration, renovation, repair, refurbishment or other work, nor to render the Town's
interest in the Property liable for any lien or right of lien for any labor, materials or other
charge or expense.
4. Improvements.
a. Private Improvements. Developer shall cause the Units to be constructed,
together with associated landscaping, lighting, road and sidewalk improvements as set
forth in the Plans and pursuant to this Agreement (the "Private Improvements"). The
Private Improvements are all improvements shown in the Plans except for the Public
Improvements.
b. Public Improvements. Developer shall cause to be constructed all
required public improvements associated with the Development and approved by the
Town (the "Public Improvements"). The complete list of Public Improvements is set
forth in Exhibit E, attached hereto and incorporated herein by this reference. The
following shall apply to construction of the Public Improvements:
The Town may make reasonable engineering observations. Observation,
acquiescence in or approval by any engineering inspector of the construction of
physical facilities at any particular time shall not constitute the approval by the
Town of any portion of such Improvements.
ii. Developer shall provide all necessary engineering designs, surveys, field
surveys and incidental services related to the construction of the Public
Improvements, including reproducible "as -built" drawings certified accurate by a
professional engineer registered in the State of Colorado.
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iii. Developer shall be fully responsible for the prompt repair of any property
which may be damaged during construction of the Public Improvements, whether
such property is public or private. To the extent any construction traffic damages
any Town streets, Developer shall be responsible for repair of such damage or
the reconstruction of such streets, as the Town determines appropriate.
iv. Developer shall not be considered the agent of the Town in the
construction, erection or operation of any Public Improvements.
v. Developer warrants and guarantees that, for two years from the date of
substantial completion, each Public Improvement: is not defective; will not fail;
has been constructed and installed in a workmanlike manner suitable for its
intended uses; has been constructed in compliance with applicable federal, state,
municipal, and special district statutes, ordinances, regulations, rules and codes;
and complies with all applicable land use approvals.
vi. Upon the expiration of the warranty period, and provided any breaches of
warranty have been cured, the Town shall issue written Final Acceptance for the
Public Improvement and, thereafter, the Town will accept and maintain such
Public Improvements. Upon Developer's request, the Town shall confirm in
writing the acceptance of such Public Improvements.
c. Bonds. To secure the construction of the Private Improvements and the
Public Improvements (collectively the "Improvements"), Developer shall cause the
general contractor to furnish the Town, within 10 days after the Effective Date, a
payment and performance bond in which the Town is designated as beneficiary for the
Development (the "Bond") in the form attached hereto as Exhibit F.
d. Delivery and Acceptance. Upon completion of any Improvements,
Developer shall submit to the Town written notice of completion. Within 14 days after
the notice, the Town shall either: issue written notice to Developer of completion and
acceptance of the Improvements; or issue written notice to Developer that the Town
does not accept all or any portion of the Improvements, accompanied by a detailed
description of the issues that must be remedied for the Town to accept the
Improvements. The Town's failure to issue either notice shall be deemed the Town's
acceptance of the Improvements. Upon completion of any remedial work, Developer
will again give notice and the procedures described in this Section will be repeated with
respect to such items. Acceptance of Improvements is the binding acknowledgement of
the Town that the improvements accepted are complete and Developer has satisfied its
obligations under this Agreement with respect to the construction of same, subject only
to the warranty provisions of this Agreement.
e. Warranties.
Developer warrants and guarantees that, for two years from the date of
acceptance, each Public Improvement: is not defective; will not fail; has been
constructed and installed in a workmanlike manner suitable for its intended uses;
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has been constructed in compliance with applicable federal, state, municipal, and
special district statutes, ordinances, regulations, rules and codes; and complies
with all applicable land use approvals.
ii. For the Private Improvements, Developer shall cause the general
contractor to provide a standard builder's one-year warranty directly to the Town,
or Developer will assign its rights in the warranty to the Town. Developer shall
manage any work performed by the general contractor or any subcontractor
under the warranty during the one-year warranty period.
5. Compensation.
a. Monthly Invoices. Developer shall compile and submit to the Town, on a
monthly basis on or before the 10th day of each month, a payment request form
substantially in the form attached hereto as Exhibit G, attached hereto and
incorporated herein by this reference (each a "Monthly Invoice"). As noted in Exhibit G,
the Monthly Invoice shall be sufficiently detailed to allow the Town to determine whether
the Development is within the budget.
b. Payment. If the Town has no objection to the Monthly Invoice, the Town
shall pay Developer the full amount of the Monthly Invoice on or before the 20th day of
the month, or on or before the 10th day after Developer submits the Monthly Invoice,
whichever is later. If the Town objects to the Monthly Invoice, the Town shall, on or
before the 20th day of the month, or on or before the 10th day after Developer submits
the Monthly Invoice, whichever is later, provide a detailed description of the objections.
Thereafter, the Town and Developer shall work cooperatively to resolve the payment
discrepancy, and the Town shall make payment within 5 days after all objections are
resolved. If Developer and the Town cannot resolve the payment discrepancy,
Developer may attempt to recover payment from the Town in accordance with Section
12.
6. Term. This Agreement shall commence on the Effective Date, and shall
terminate 45 days after the acceptance of all Improvements by the Town, but in no case
later than January 1, 2019. The warranty, performance guarantee, insurance and
indemnification provisions of this Agreement shall survive its termination.
7. Professional Responsibility. Developer hereby warrants that it is qualified to
assume the responsibilities and render the services described herein and has all
requisite corporate authority and professional licenses in good standing, required by
law. The work performed by Developer shall be in accordance with generally accepted
professional practices and the level of competency presently maintained by other
practicing professional firms in the same or similar type of work in the applicable
community. The work and services to be performed by Developer hereunder shall be
done in compliance with applicable laws, ordinances, rules and regulations. The Town's
review, approval or acceptance of, or payment for any services shall not be construed to
operate as a waiver of any rights under this Agreement or of any cause of action arising
out of the performance of this Agreement.
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8. Ownership. Any materials, items, and work specified in this Agreement, and any
and all related documentation and materials provided or developed by Developer or its
consultants shall be exclusively owned by the Town. Developer expressly
acknowledges and agrees that all work performed under the Scope of Services
constitutes a "work made for hire." To the extent, if at all, that it does not constitute a
"work made for hire," Developer hereby transfers, sells, and assigns to the Town all of
its right, title, and interest in such work. The Town may, with respect to all or any
portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch,
modify, adapt, translate, or change such work without providing notice to or receiving
consent from Developer.
9. Insurance.
a. Policies. Developer agrees to procure and maintain, at its own cost
(included in the Contract Price), a policy or policies of insurance as described on
Exhibit H, attached hereto and incorporated herein by this reference, including
commercial general liability insurance as an Owner Controlled Insurance Policy (the
"OCIP"), fire and extended coverage insurance, which during construction shall be
carried in Builder's Risk form, and pollution insurance.
b. Standards. Such insurance shall be in addition to any other insurance
requirements imposed by law. The coverages afforded under the policies shall not be
canceled, terminated or materially changed without at least 30 days prior written notice
to the Town. In the case of any claims -made policy, the necessary retroactive dates
and extended reporting periods shall be procured to maintain such continuous
coverage. Any insurance carried by the Town, its officers, its employees, or its
contractors shall be excess and not contributory insurance to that provided by
Developer. Developer shall be solely responsible for any deductible losses under any
policy.
c. Certificates. Developer shall provide to the Town certificates of insurance
as evidence that the required policies are in full force and effect. The certificates shall
identify this Agreement.
10. Indemnification. Developer agrees to indemnify and hold harmless the Town and
its officers, insurers, volunteers, representative, agents, employees, heirs and assigns
from and against all claims, liability, damages, losses, expenses and demands, including
attorney fees, on account of injury, loss, or damage, including without limitation claims
arising from bodily injury, personal injury, sickness, disease, death, property loss or
damage, or any other loss of any kind whatsoever, which arise out of or are in any
manner connected with this Agreement if such injury, loss, or damage is caused in
whole or in part by, the act, omission, error, professional error, mistake, negligence, or
other fault of Developer, any subcontractor of Developer, or any officer, employee,
representative, or agent of Developer, or which arise out of a worker's compensation
claim of any employee of Developer or of any employee of any subcontractor of
Developer. Developer's liability under this Section shall be to the fullest extent of, but
shall not exceed, that amount represented by the degree or percentage of negligence or
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fault attributable to Developer, any subcontractor of Developer, or any officer, employee,
representative, or agent of Developer or of any subcontractor of Developer.
11. Developer Default and Remedies.
a. Default. Each of the following is a Developer default of this Agreement:
If Developer fails to perform any of its obligations under this Agreement
and fails to remedy the same within 30 days after Developer is given a written
notice specifying the same; provided that, if the nature of the violation is such
that it cannot reasonably be remedied within 30 days, and Developer provides
evidence to the Town that the violation cannot reasonably be remedied within 30
days, then the violation shall be remedied as soon as reasonably practicable, but
in any case, within 90 days of the original notice of violation.
ii. If an involuntary petition is filed against Developer under a bankruptcy or
insolvency law or under the reorganization provisions of any law, or when a
receiver of Developer, or of all or substantially all of the property of Developer, is
appointed without acquiescence, and such petition or appointment is not
discharged or stayed within 90 days after the happening of such event.
iii. If Developer makes an assignment of its property for the benefit of
creditors or files a voluntary petition under a bankruptcy or insolvency law, or
seeks relief under any other law for the benefit of debtors.
b. Remedies. If a Developer default occurs, the Town may, in its sole
discretion and without waiving any other rights under this Agreement or available to the
Town, cause construction of all or part of the Improvements to be completed and
recover appropriate damages from Developer. If the Town proceeds to complete the
Improvements, Developer shall, at the request of the Party completing the
Improvements, promptly deliver a copy of all of Developer's plans and specifications
related to the Improvements. In addition to the specific remedies set forth herein, the
Town shall have all other remedies available at law or equity, and the exercise of one
remedy shall not preclude the exercise of any other remedy.
c. Liquidated Damages. Because time is of the essence and delayed
performance constitutes a compensable inconvenience to the Town and its residents, if
Developer fails to deliver any Unit the Development in accordance with the schedule set
forth in Exhibit C, the liquidated damages established in this Section shall be enforced.
Such damages are not a penalty. For each day of delay beyond the deadline set forth
in Exhibit C that any Unit is not delivered, Developer shall be assessed the amount of
$200 per day, for the first 21 days, for each Unit that is not delivered, and $500 per day
thereafter for each Unit that is not delivered. Allowing Developer and Contractor to
continue and complete the Development or any Units after the deadlines set forth in
Exhibit C shall not operate as a waiver on the part of the Town of any of its rights under
this Agreement. The liquidated damages provided in this Section shall be the Town's
sole and exclusive remedy for damages arising out of Developer's delay in delivering
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any Unit per the Schedule. The liquidated damages provided hereunder shall not limit
Owner's right to pursue other remedies against Developer, at law or in equity, arising
out of Developer's failures other than delay. Liquidated damages may be deducted
from any payment due to Developer. If the liquidated damages exceed the amount
owed to Developer, Developer shall reimburse the Town within 30 days of notice
thereof.
12. Town Default and Remedies.
a. Default. Each of the following is a Town default of this Agreement:
If the Town fails perform any of its obligations under this Agreement other
than its obligation to pay the expenses and fees of the Development and fails to
remedy the same within 30 days after the Town is given a written notice
specifying the same; provided that, if the nature of the violation is such that it
cannot reasonably be remedied within 30 days, and the Town provides evidence
to Developer that the violation cannot reasonably be remedied within 30 days,
then the violation shall be remedied as soon as reasonably practicable, but in
any case, within 90 days of the original notice of violation.
ii. If the Town fails to pay any amount owed to Developer under this
Agreement within 7 days after the date such payment is due.
b. Remedies. If a Town default occurs, Developer shall have all remedies
available at law or equity, and the exercise of one remedy shall not preclude the
exercise of any other remedy, provided that Developer shall not have the remedy of
specific performance against the Town. Without limiting the generality of the foregoing,
in the event a Town default occurs, Developer may terminate this Agreement upon
notice given to the Town, without waiving any of its rights or remedies hereunder.
13. Force Maieure. No Party shall be in breach of this Agreement if such Party's
failure to perform any of the duties under this Agreement is due to Force Majeure, which
shall be defined as the inability to undertake or perform any of the duties under this
Agreement due to acts of God, floods, fires, sabotage, terrorist attack, strikes, riots, war,
labor disputes or the authority and orders of government.
14. Miscellaneous.
a. Modification. This Agreement may only be modified by subsequent written
agreement of the Parties.
b. Integration. This Agreement and any attached exhibits constitute the
entire agreement between Developer and the Town, superseding all prior oral or written
communications.
c. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and assigns.
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d. Severability. If any provision of this Agreement is determined to be void
by a court of competent jurisdiction, such determination shall not affect any other
provision hereof, and all of the other provisions shall remain in full force and effect.
e. Governing Law and Venue. This Agreement shall be governed by the
laws of the State of Colorado, and any legal action concerning the provisions hereof
shall be brought in Eagle County, Colorado.
f. Assignment. There shall be no transfer or assignment of any of the rights
or obligations of Developer under this Agreement without the prior written approval of
the Town.
g. Third Parties. There are no intended third -party beneficiaries to this
Agreement.
h. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligations of the Town under this Agreement are specifically
contingent upon annual appropriation of funds sufficient to perform such obligations.
This Agreement shall never constitute a debt or obligation of the Town within any
statutory or constitutional provision.
No Joint Venture. Notwithstanding any provision hereof, the Town shall
never be a joint venture in any private entity or activity which participates in this
Agreement, and the Town shall never be liable or responsible for any debt or obligation
of any participant in this Agreement.
j. Independent Contractor. Developer is an independent contractor.
Notwithstanding any other provision of this Agreement, all personnel assigned by
Developer to perform work under the terms of this Agreement shall be, and remain at all
times, employees or agents of Developer for all purposes. Developer shall make no
representation that it is a Town employee for any purposes.
k. Notice. Any notice under this Agreement shall be in writing, and shall be
deemed sufficient when directly presented or sent pre -paid, first class United States
Mail to the Party at the address set forth on the first page of this Agreement.
Recording. This Agreement shall be recorded with the Eagle County
Clerk and Recorder. The benefits and obligations of the Parties under this Agreement
shall run with the land, and shall be binding on, and enforceable by, any subsequent
holder of an interest in the Improvements or in the Property.
m. Pre -Development Agreement. As of the Effective Date, this Agreement
shall supersede and replace the Pre -Development Agreement.
Date.
WHEREFORE, the Parties have executed this Agreement as of the Effective
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TOWN OF VAIL, COLORADO
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ATTEST:
Patty McKenny, Town Clerk
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Stan Zemler, Town Manager
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TRIUMPH DEVELOPMENT WEST,
LLC
STATE OF COLORADO )
) ss.
COUNTY OF
The foregoing instrument was subscribed, sworn to, and acknowledged before
me this day of , 2017, by
as the of Triumph Development West, LLC.
My commission expires:
(S E A L)
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Notary Public
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Chamonix Vail Development Agreement
Exhibit B - Development Budget
Development Budget
General Contractor Hard Cost
3.28.2017
DRAFT
Contract Predevelopment Balance
Total Invoices Remaining
$ 15,198,000 $ 69,550 $ 15,128,450
Builder Risk & Pollution Insurance $ 63,000 $ $ 63,000
OCIP General Liability Insurance $ 287,000 $ - $ 287,000
Architecture & Engineering $ 498,000 $ 188,481 $ 309,519
Direct Project Reimbursables $ 50,000 $ 1,726 $ 48,274
Tap Fees $ 640,000 $ 69,000 $ 571,000
Legal Fees $ - $ - $
Building Permit & Planning Fees $ $ - $ -
Survey & Consultants $ 98,000 $ 4,000 $ 94,000
Marketing and Presales $ 95,000 $ 11,575 $ 83,425
Contingency $ 86,000 $ - $ 86,000
Triumph OH & Milestone Pymts $ 196,000 $ 110,000 $ 86,000
Development Fee - 3% Hard + Soft $ 517,000 $ $ 517,000
Softcost $ 2,530,000 $ 384,782 $ 2,145,218
Total Development Cost
$ 17,728,000 $ 454,333 $ 17,273,667
Contract Allowances. (See complete description of these allowances in Exhibit A)
Winter Conditions $ 251,748
Unsuitable Soils and Rock $ 36,000
Irrigation $ 47,640
Water/Sewer Flowfill Encasement $ 60,000
Utility Meter Enclosures at 10 Buildings $ 50,000
Monument Signage, Lighting, Foundation $ 5,000
Modular Staging Lease $ 40,000
Xcel Energy Allowance $ 165,000
ERWSD Tap Fee Allowance $ 517,616
Chamonix Vail Development Agreement 4.4.2017
Exhibit C - Development Schedule
Outlined below is the Chamonix Vail Development Schedule.
This schedule includes 19 non -work days for unsuitable weather conditions.
Weather delays beyond these historic averages constitute the basis for an
extension to the Schedule and direct overhead.
This schedule also outlines the following permit submission and review durations.
To the extent the building permitting exceeds these review durations
at no fault of the Developer, the delay will be a basis of extension to
the Schedule.
Commence Construction 4/5/17
Submit for Town of Vail Site & Utility Permit 3/10/17
Receive Town of Vail Site and Utility Permit 4/4/17
Submit for Town of Vail Foundation Permit 4/17/17
Receive Town of Vail Foundation Permit 5/15/17
Submit for Modular State Building Permit 5/17/17
Receive Modular State Building Permit 7/12/17
Submit for Town of Vail Building Permit 5/17/17
Receive Town of Vail Building Permit 7/12/17
TCO first and second buildings 12/27/17
TCO third, fourth and fifth buildings 1/31/18
TCO sixth, seventh and eighth buildings 2/28/18
TCO ninth and tenth buildings 3/21/18
Final CO 6/19/18
DEED RESTRICTION AGREEMENT
FOR THE OCCUPANCY AND TRANSFER
OF CHAMONIX VAIL RESIDENTIAL DWELLING UNITS
THIS DEED RESTRICTION AGREEMENT (the "Agreement") is entered into this
day of , 201_ (the "Effective Date") by and between the
Town of Vail, Colorado, a Colorado home rule municipality with an address of 75 South
Frontage Road, Vail, Colorado 81657 (the "Town"), and , an
individual with an address of , Vail, Colorado 81657 ("Buyer")
(each individually a "Party" and collectively the "Parties").
WHEREAS, the Town owns the real property described in Exhibit A, attached
hereto and incorporated herein by this reference (the "Property") and has developed the
Property as part of the Chamonix Vail employee housing project;
WHEREAS, the Town is selling the Property to Buyer, and desires to restrict the
occupancy, use and resale of the Property.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the sufficiency of which is mutually acknowledged, the
Parties agree as follows:
1. Property. The following real property is hereby burdened with the covenants
and restrictions specified in this Agreement: , Vail, Colorado
81657, as more specifically described in Exhibit A.
2. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:
a. Guidelines means the current version of the Chamonix Vail Employee
Housing Guidelines adopted by the Town.
b. Maximum Resale Price means the Purchase Price paid by the last
Qualified Buyer plus: an increase of 1.5% per annum of such Purchase Price (prorated
at the rate of 1/12 for each whole month) from the date of Owner's purchase of the
Property to the date of the Owner's execution of the listing contract, such percentage
increase to not be compounded annually; and the value of Permitted Capital
Improvements.
c. Non -Qualified Owner means any person who acquires an ownership
interest in the Property who is not a Qualified Owner.
d. Owner means any person who acquires an ownership interest in the
Property, including without limitation Qualified Owners, Non -Qualified Owners and
Inheriting Owners.
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e. Permitted Capital Improvements means those improvements to the
Property performed by the current Owner as described in the Guidelines, which shall
qualify for inclusion within the calculation of Maximum Resale Price if the Owner
furnishes the Town with the following information:
Original or duplicate receipts to verify the actual costs expended by the
Owner for the Permitted Capital Improvements;
ii. Affidavit verifying the receipts are valid and correct receipts tendered at
the time of purchase; and
iii. True and correct copies of any building permit or certificate of occupancy
required to be issued by the Town for the Permitted Capital Improvements.
f. Principal Place of Residence means the home or place in which one's
habitation is fixed and to which one has a present intention of returning after a departure
or absence therefrom. In determining what is a Principal Place of Residence, the Town
shall consider the criteria set forth in C.R.S. § 31-10-201(3), as amended.
g. Purchase Price means all consideration paid by a Qualified Buyer for the
Property but excludes: any proration amounts, taxes, costs and expenses of obtaining
financing; costs of furnishings or personal property; lenders' fees; title insurance fees;
closing cost; inspection fees; and real estate purchase or sales commission(s).
h. Qualified Buyer means the Town or a person who, upon purchase of the
Property, will be a Qualified Owner.
Qualified Owner means an Owner who is an individual who works an
average of 30 hours or more per week at a business in Eagle County, Colorado that
holds a valid and current business license, or pays sales taxes, or is otherwise generally
recognized as a legitimate business. For example, if an individual worked 60 hours per
week for one half of the year at such a business in Eagle County, Colorado, and worked
elsewhere for the other half of the year, such person would be a Qualified Owner. A
Qualified Owner also includes an individual who was a Qualified Owner when the
individual purchased the Property, but then retires while owning the Property, and is 60
years of age or older at the time of retirement, and who, for the 5 years immediately
prior to retirement, worked an average of 30 hours or more per week at a business in
Eagle County that holds a valid and current business license, or pays sales taxes, or is
otherwise generally recognized as a legitimate business.
j. Qualified Tenant means an individual who works an average of 30 hours
or more per week at a business in Eagle County, Colorado that holds a valid and
current business license, or pays sales taxes, or is otherwise generally recognized as a
legitimate business. For example, if an individual worked 60 hours per week for one
half of the year at such a business in Eagle County, Colorado, and worked elsewhere
for the other half of the year, such person would be a Qualified Tenant.
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k. Transfer means any sale, conveyance, assignment or transfer, voluntary
or involuntary, of any interest in the Property, including without limitation a fee simple
interest, a joint tenancy interest, a life estate, a leasehold interest and an interest
evidenced by any contract by which possession of the Property is transferred and an
Owner retains title; provided that the lease of a room or rooms within the Property to a
Qualified Tenant in accordance with this Agreement shall not constitute a Transfer.
3. Occupancy Restrictions.
a. The Property shall be continuously occupied by at least one Qualified
Owner as his or her principal place of residence.
b. The Qualified Owner may lease a room or rooms in the Property to one or
more Qualified Tenants, provided that the Qualified Owner still occupies the Property as
his or her principal place of residence.
c. No business activity shall occur on or in the Property, other than as
permitted within the zone district applicable to the Property.
d. If a Qualified Owner ceases to occupy the Property as his or her principal
place of residence, the Property shall be transferred pursuant to Section 4 hereof. An
Owner shall be deemed to have changed his or her domicile by: becoming a resident
elsewhere; accepting permanent employment outside of Eagle County, Colorado; or
residing in the Property for fewer than 9 months per calendar year.
e. If at any time a Qualified Owner also owns any interest alone or in
conjunction with others in any developed residential property or dwelling unit located in
Eagle County, Colorado, the Qualified Owner shall immediately list said other property
or unit for sale to sell the Qualified Owner's interest in such property at a sales price
comparable to like units or properties in the area in which the property or dwelling unit is
located. If said other property or unit(s) has not been sold by the Qualified Owner within
120 days of its listing, the Qualified Owner shall immediately contact the Town to
Transfer the Property pursuant to Section 4 hereof. It is understood and agreed that, in
the case of a Qualified Owner whose business is the construction and sale of residential
properties or the purchase and sale of such properties, the properties which constitute
inventory in the business shall not constitute other developed residential property or
dwelling unit as those terms are used in this Section.
f. No later than February 1st of each year, the Owner shall submit one copy
of a sworn affidavit, on a form provided by the Town, verifying that the Property is
occupied in accordance with this Agreement and the Guidelines.
4. Transfer.
a. The Owner shall first notify the Town that the Owner wishes to Transfer the
Property. The Town shall have the first option to purchase the Property.
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b. Should the Town determine not to purchase the Property, the Town shall
list the Property for sale in accordance with the Guidelines, and shall thereafter select a
Qualified Buyer pursuant to the Guidelines.
c. The Property shall be transferred only to the Town or a Qualified Buyer,
and shall not be sold for more than the Maximum Resale Price. The date of closing shall
be determined by the Town in consultation with the Owner and the Qualified Buyer.
d. Prior to or at closing, the Owner shall pay the Town a nonrefundable listing
fee equal to 2% of the Maximum Resale Price. The Town may instruct the title
company to pay said fee to the Town out of the funds held for the Owner at the closing.
e. At closing, the Qualified Buyer shall execute, in a form satisfactory to the
Town and for recording with the Eagle County Clerk and Recorder, a document
acknowledging this Deed Restriction and expressly agreeing to be bound by it.
5. Effect of Transfer to a Non -Qualified Owner.
a. If for any reason the Property is transferred to a Non -Qualified Owner, the
Non -Qualified Owner shall immediately contact the Town to Transfer the Property
pursuant to Section 4 hereof.
b. The Non -Qualified Owner shall execute any and all documents necessary
for the Transfer.
c. A Non -Qualified Owner shall not: occupy the Property; rent any part of the
Property; engage in any business activity in the Property; or Transfer the Property
except in accordance with this Agreement.
d. The Town shall have the right and option to purchase the Property,
exercisable within a period of 15 days after receipt of notice pursuant to Subsection a.
hereof, and if the Town exercises its right and option, the Town shall purchase the
Property from the Non -Qualified Owner for a price equal to 95% of the Maximum Resale
Price, or the appraised market value, whichever is less.
6. Transfer by Devise or Inheritance.
a. If a Transfer occurs by devise or inheritance due to death of an Owner, the
personal representative of the Owner's estate or the person inheriting the Property (the
"Inheriting Owner") shall provide written notice to the Town within 30 days of the date of
death.
b. If the Inheriting Owner is a Qualified Owner, he or she shall provide the
Town with documentation proving his or her status as such, and the Town may
determine if the Inheriting Owner is in fact a Qualified Owner. If the Inheriting Owner
fails to provide the required documentation, he or she shall be deemed a Non -Qualified
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Owner. If the Inheriting Owner is a Qualified Owner, he or she shall succeed to the
Qualified Owner's interest and obligations under this Agreement.
c. If the Inheriting Owner is a Non -Qualified Owner, the Inheriting Owner
shall contact the Town to Transfer the Property pursuant to Section 4 hereof.
7. Rental. Nothing in this Section shall preclude a Qualified Owner from sharing
occupancy of the Property with one or more Qualified Tenants on a rental basis,
provided that the Qualified Owner continues to comply with this Agreement and the
Guidelines. Leases of less than 30 days or more than 6 months are prohibited,
provided that a Qualified Tenant may renew a 6 -month lease without limitation.
8. Breach.
a. It shall be a breach of this Agreement for an Owner, Qualified Buyer or
Qualified Tenant to violate any provision of this Agreement, or to default in payment or
other obligations due to be performed under a promissory note secured by a first deed
of trust encumbering the Property.
b. If the Town has reasonable cause to believe that an Owner, Qualified
Buyer or Qualified Tenant is violating this Agreement, the Town may inspect the
Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, after
providing the Owner or Inheriting Owner with 24 hours written notice. This Agreement
shall constitute permission to enter the Property during such times upon such notice.
c. If the Town discovers a violation of this Agreement, the Town shall notify
the Owner, Qualified Buyer or Qualified Tenant of the violation and allow 15 days to
cure.
9. Remedies.
a. Any Transfer in violation of this Agreement shall be wholly null and void
and shall confer no title whatsoever upon the purported buyer. Each and every
Transfer, for all purposes, shall be deemed to include and incorporate by this reference
the covenants contained in this Agreement, even if the Transfer documents fail to
reference this Agreement.
b. The Town may pursue all available remedies for violations of this
Agreement, including without limitation specific performance or a mandatory injunction
requiring a Transfer of the Property, with the costs of such Transfer to be paid out of the
proceeds of the sale.
c. Upon request by the Town, each Owner authorizes the holder of any
mortgage or deed of trust against the Property to disclose to the Town if any payments
due are delinquent and the duration and amount of such delinquency.
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d. Any violation of this Agreement shall cause the Maximum Resale Price to
freeze and remain fixed until the date such violation is fully cured.
e. In addition to the specific remedies set forth herein, the Town shall have all
other remedies available at law or equity, and the exercise of one remedy shall not
preclude the exercise of any other remedy.
10. Foreclosure.
a. An Owner shall notify the Town, in writing, of any notification received
from a lender of past due payments or defaults in payments or other obligations within 5
days of receipt of such notification.
b. An Owner shall immediately notify the Town, in writing, of any notice of
foreclosure under the first deed of trust or any other subordinate security interest in the
Property, or when any payment on any indebtedness encumbering the Property is
required to avoid foreclosure of the first deed of trust or other subordinate security
interest in the Property.
c. Within 60 days after receipt of any notice described herein, the Town may
(but shall not be obligated to) proceed to make any payment required to avoid
foreclosure. Upon making any such payment, the Town shall place a lien on the
Property in the amount paid to cure the default and avoid foreclosure, including all fees
and costs resulting from such foreclosure.
d. Notwithstanding any other provision of this Agreement, in the event of a
foreclosure, acceptance of a deed -in -lieu of foreclosure, or assignment, this Agreement
shall remain in full force and effect.
e. The Town shall have 30 days after issuance of the public trustee's deed or
the acceptance of a deed in lieu of foreclosure by the holder in which to purchase by
tendering to the holder, in cash or certified funds, an amount equal to the redemption
price which would have been required of the borrower or any person who might be
liable upon a deficiency on the last day of the statutory redemption period(s) and any
additional reasonable costs incurred by the holder related to the foreclosure.
11. Miscellaneous.
a. Modification. This Agreement may only be modified by subsequent written
agreement of the Parties.
b. Integration. This Agreement and any attached exhibits constitute the
entire agreement between Buyer and the Town, superseding all prior oral or written
communications.
c. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, successors and assigns.
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d. Severability. If any provision of this Agreement is determined to be void
by a court of competent jurisdiction, such determination shall not affect any other
provision hereof, and all of the other provisions shall remain in full force and effect.
e. Governing Law and Venue. This Agreement shall be governed by the
laws of the State of Colorado, and any legal action concerning the provisions hereof
shall be brought in Eagle County, Colorado.
f. Assignment. There shall be no transfer or assignment of any of the rights
or obligations of Buyer under this Agreement without the prior written approval of the
Town.
g. Third Parties. There are no intended third -party beneficiaries to this
Agreement.
h. No Joint Venture. Notwithstanding any provision hereof, the Town shall
never be a joint venture in any private entity or activity which participates in this
Agreement, and the Town shall never be liable or responsible for any debt or obligation
of any participant in this Agreement.
Notice. Any notice under this Agreement shall be in writing, and shall be
deemed sufficient when directly presented or sent pre -paid, first class United States
Mail to the Party at the address set forth on the first page of this Agreement.
j. Recording. This Agreement shall be recorded with the Eagle County
Clerk and Recorder. The benefits and obligations of the Parties under this Agreement
shall run with the land, and shall be binding on any subsequent holder of an interest in
the Property.
k. Savings Clause. If any of the terms, covenants, conditions, restrictions,
uses, limitations, obligations or options created by this Agreement are held to be
unlawful or void for violation of: the rule against perpetuities or some analogous
statutory provision; the rule restricting restraints on alienation; or any other statutory or
common law rules imposing like or similar time limits, then such provision shall continue
only for the period of the lives of the current duly elected and seated members of the
Vail Town Council, their now living descendants, if any, and the survivor of them, plus
21 years.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
ATTEST:
Patty McKenny, Town Clerk
STATE OF COLORADO )
COUNTY OF EAGLE )
ss.
TOWN OF VAIL, COLORADO
Dave Chapin, Mayor
BUYER
By:
The foregoing instrument was subscribed, sworn to and acknowledged before
me this day of , 201_, by , as the owner
of the Property located at Vail, Colorado 81657.
Witness my hand and official seal.
(S E A L)
My commission expires:
8
Notary Public
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EXHIBIT A
LEGAL DESCRIPTION
2310 Chamonix Road
Parcel B, Resubdivision of Tract D,
Vail Das Schone, Filing No. 1
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Exhibit F - April 4, 2017
PAYMENT AND PERFORMANCE BOND
Bond No.
KNOW ALL MEN BY THESE PRESENTS: that
(Firm)
(Address)
(an Individual), (a Partnership), (a Corporation), hereinafter referred to as "the Principal", and
(Firm)
(Address)
hereinafter referred to as "the Surety", are held and firmly bound unto the Town of Vail, Colorado, a
Municipal Corporation, hereinafter referred to as "the Owner", in the penal sum of
Dollars in lawful money of the United States, for the payment of
which sum well and truly to be made, we bind ourselves, successors and assigns, jointly and
severally, firmly by these presents.
THE CONDITIONS OF THIS OBLIGATION are such that whereas the Principal entered into a
certain Contract with the Owner, dated the day of ,20 , a copy
of which is hereto attached and made a part hereof for the performance of the Work,
NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the
undertakings, covenants, terms, conditions and agreements of said Contract during the original term
thereof, and any extensions thereof which may be granted by the Owner, with or without Notice to
the Surety and during the life of the guaranty or warranty period, and shall satisfy all claims and
demands incurred under such Contract, and shall fully indemnify and save harmless the Owner from
all cost and damages which it may suffer by the Principal's failure to do so, and shall reimburse and
repay the Owner all outlay and expense which the Owner may incur in making good any default,
and make payment to all persons, firms, subcontractors and corporations furnishing materials for or
performing labor in the prosecution of the work provided for in such Contract, and any authorized
extension or modification thereof, including all amounts due for materials, lubricants, repairs on
machinery, equipment and tools, consumed, rented or used in connection with the construction of
such work, and all insurance premiums on said work, and for all labor performed in such work,
whether by subcontractor or otherwise, then this obligation shall be void; otherwise it shall remain
in full force and effect.
PROVIDED, FURTHER, that the said Surety, for value received, hereby stipulates and agrees that
no change, extension of time, alteration or addition to the terms of the Contract or to the Work to be
performed thereunder or the specifications accompanying the same shall in any way affect its
obligation on this Bond; and it does hereby waive notice of any such change, extension of time,
alteration or addition to the terms of the Contract or to the Work or to the Specifications.
27
PROVIDED, FURTHER, that no final settlement between the Owner and the Principal shall
abridge the right of any beneficiary hereunder whose claim may be unsatisfied.
IN WITNESS WHEREOF, this instrument is executed in five (5) counterparts, each one of which
shall be deemed an original, this day of , 20 .
ATTEST: PRINCIPAL
By: By:
Title: Title:
Address:
(Corporate Seal)
SURETY
ATTEST: Surety:
By: By:
Attorney -in -Fact: Title:
(Surety Seal)
Address:
NOTE: Date of Bond must not be prior to date of Contract and Surety must be authorized to
transact business in the State of Colorado and be acceptable to the Town.
28
EXHIBIT G - MONTHLY DRAW SCHEDULE - 04.04.17
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Exhibit H - Chamonix Vail Insurance Plan - 04.04.17
PROPOSAL OF INSURANCE
CHAMONIX VAIL
AFFORDABLE HOUSING PROJECT
C&B RISK MANAGEMENT
Altp
TRACE STEGMAN, COTTINGHAM & BUTLER
f uttn•1,111 l
CHAMONIX VAIL-AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
Policy Included in
Development Agreement
COVERAGE SPECIFICATIONS 1 PROJECT SPECIFIC BUILDERS RISK
PROPOSED::
PROPOSED,
COMPANY:
A.M. BEST RATING:
STATUS:
RATING AND STATUS AS OF:
PROJECT WORKSITE INFORMATION
2310 CHAMONIX ROAD
VAIL, CO 81657
ESTIMATED PROJECT TERM - 5/1/17 - 5/1/18
PROJECT OWNER - TOWN OF VAIL
PROJECT DEVELOPER -TRIUMPH DEVELOPMENT WEST, LLC
GENERAL CONTRACTOR - RA NELSON, LLC
PROJECT LIMITS OF COVERAGE
• COVERAGE LIMIT AT PROJECT SITE
• SOFT COSTS
• DEBRIS REMOVAL
• POLLUTANT CLEANUP AND REMOVAL
• PROPERTY AT TEMPORARY LOCATION
• PROPERTY IN TRANSIT
• TESTING COVERAGE FOR BUILDING SYSTEMS
• EARTHQUAKE
• FLOOD
COINSURANCE:
DEDUCTIBLE:
SOFT COST WAITING PERIOD:
MINIMUM EARNED PREMIUM:
VALUATION:
ZURICH
A++, XV
ADMITTED
5/28/2015
$15,100,000
$350,000
$250,000
$250,000
$100,000
$100,000
INCLUDED
$5,000,000
$5,000,000
NONE
$25,000
14 CONSEC. DAYS
$20,030
REPLACEMENT COST
ZURICH
A++, XV
ADMITTED
5/28/2015
$15,100,000
$350,000
$250,000
$250.000
$2,000,000
$100,000
INCLUDED
$5,000,000
$5,000,000
NONE
$5,000
14 CONSEC. DAYS
$22,355
REPLACEMENT COST
TOTAL PREMIUM:
$40,060 $46,409
"OTHER EXCLUSIONS AND COVERAGE LIMITATION MAY APPLY."
21 P.
CHAMONIX VAIL — AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
COVERAGE SPECIFICATIONS 1 PROJECT SPECIFIC BUILDERS RISK - CONTINUED
ADDITIONAL INFORMATION (INCLUDED WITH BOTH DEDUCTIBLE OPTIONS):
• CONSTRUCTION FORMS AND SCAFFOLDING (INCLUDING THE RE -ASSEMBLING AND RE -ERECTING) $100,000
• VALUABLE PAPERS AND RECORDS - COST OF RESEARCH $100,000
• OUTDOOR TREES, SHRUBS, PLANTS AND LAWNS $100,000
• FIRE DEPARTMENT SERVICE CHARGE $100,000
• COST TO REFILL FIRE PROTECTION DEVICES UP TO $10,000 $25,000
• REWARDS $25,000
• FOUNDATIONS, EXCAVATIONS AND OTHER UNDERGROUND PROPERTY INCLUDED
• TEMPORARY STRUCTURES INCLUDING OFFICE TRAILERS, TOOL TRAILERS AND FENCING INCLUDED
• COVERAGE FOR ELECTRICAL, MECHANICAL, PNEUMATIC OR HYDROSTATIC TESTING, INCLUDED
• COLLAPSE COVERAGE INCLUDED
• No GLASS LIMITATIONS; NO THEFT RESTRICTIONS; NO MECHANICAL OR ELECTRICAL BREAKDOWN INCLUDED
• COVERAGE FOR RESULTING LOSS BY A COVERED CAUSE OF Loss CAUSED BY FAULTY DESIGN, FAULTY
WORKMANSHIP OR FAULTY MATERIALS INCLUDED
• RAIN, SNOW OR ICE SLEET AS COVERED CAUSE OF LOSS INCLUDED
• ORDINANCE OR LAW $1,000,000
• OCCUPANCY 60 DAYS
31
CHAMONIX VAIL- AFFORDABLE HOUS NG PROJECT 1 PROPOSAL OF INSURANCE
D Policy Inclucedgin
COVERAGE SPECIFICATIONS 1 OCIP (OWNER CONTROLLED INsUIRANCEnrR8GRAM�nt
COMPANY:
A.M. BEST RATING:
STATUS:
RATING AND STATUS AS OF:
PROJECT/ WORKSITE INFORMATION
2310 CHAMONIX ROAD
VAIL, CO 81657
ESTIMATED PROJECT TERM - 5/1/17 - 6/15/18
PROJECT OWNER - TOWN OF VAIL
PROJECT DEVELOPER -TRIUMPH DEVELOPMENT WEST, LLC
GENERAL CONTRACTOR - RA NELSON, LLC
PROJECT LIMITS OF COVERAGE
• EACH OCCURRENCE
• GENERAL AGGREGATE
• PRODUCTS/COMPLETED OPERATIONS
• PERSONAL INJURY/ADVERTISING
• MEDICAL PAYMENTS
DEDUCTIBLE:
DEFENSE:
EXTENDED COMPLETED OPERATIONS PERIOD -STATUTE OF REPOSE:
RATE:
MINIMUM EARNED PREMIUM:
UNITED SPECIALTY
A, VIN
NON - ADMITTED
8/25/2016
$2,000,000
$2,000,000
$2,000,000
$2,000,000
EXCLUDED
$25,000
WITHIN LIMITS
INCLUDED
$9.70 PER $1,000 OF
CONSTRUCTION COSTS
25%
TOTAL ESTIMATED PREMIUM (INCLUDED SURPLUS LINES TAX & POLICY FEE):
$151,925
J
41
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
COVERAGE SPECIFICATIONS I OCIP (OWNER CONTROLLED INSURANCE PROGRAM)
EXCLUSIONS INCLUDE BUT NOT LIMITED TO:
1,10
iYu
NUCLEAR ENERGY LIABILITY
ASBESTOS
CROSS SUITS
LEAD
DRYWALL POLLUTANTS
E IFS
EMPLOYMENT RELATED PRACTICES
SILICA
TOTAL POLLUTION W/ HOSTILE FIRE EXCEPTION
FUNGI OR BACTERIA (MOLD)
REAL ESTATE AGENTS OR BROKERS
CONSTRUCTION MANAGEMENT ERRORS & OMISSIONS
PRIOR & ABANDONED WORK
HAZARDOUS MATERIALS
ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL SERVICES
CONTINUOUS OR PROGRESSIVE INJURY AND DAMAGE
PUNITIVE DAMAGES
X
X
X
X
X
x
X
X
X
X
X
X
X
X
X
X
X
ENHANCEMENT ENDORSEMENT:
ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT - AUTOMATIC
STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU
X
ADDITIONAL INSURED - POLITICAL SUBDIVISIONS PERMITS OR
AUTHORIZATIONS
X
PRIMARY & NON CONTRIBUTORY
X
WAIVER OF SUBROGATION
X
51
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT 1 PROPOSAL OF INSURANCE
COVERAGE SPECIFICATIONS 1 OCIP (OWNER CONTROLLED INSURANCE PROGRAM) —
EXCESS 1ST LAYER ($5MM TOTAL LIMITS)
Policy Included in
Development Agreement
COMPANY:
A.M. BEST RATING:
STATUS:
RATING AND STATUS AS OF:
PROJECT WORKSITE INFORMATION
2310 CHAMONIX ROAD
VAIL, CO 81657
ESTIMATED PROJECT TERM - 5/1/17 - 6/15/18
PROJECT OWNER - TOWN OF VAIL
PROJECT DEVELOPER -TRIUMPH DEVELOPMENT WEST,
LLC
GENERAL CONTRACTOR - RA NELSON, LLC
PROJECT LIMITS OF COVERAGE
• EACH OCCURRENCE
• GENERAL AGGREGATE
• PRODUCTS/COMPLETED OPERATIONS
UNDERLYING WW UNITED SPECIALTY:
RATE:
MINIMUM EARNED PREMIUM:
UNITED SPECIALTY
A, VIII
NON - ADMITTED
8/25/2016
$3,000,000
$3,000,000
$3,000,000
$2,000,000
$3.97 PER $1,000 OF CONSTRUCTION COSTS
25%
TOTAL ESTIMATED PREMIUM (INCLUDED SURPLUS
LINES TAX & POLICY FEE):
$62,315
J
6
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT 1 PROPOSAL OF INSURANCE
COVERAGE SPECIFICATIONS 1 OCIP (OWNER CONTROLLED INSURANCE PROGRAM) —
EXCESS 2ND LAYER
COMPANY:
A.M. BEST RATING:
STATUS:
RATING AND STATUS AS OF:
PROJECT / WORKSITE INFORMATION
2310 CHAMONIX ROAD
VAIL, CO 81657
ESTIMATED PROJECT TERM - 5/1/17 - 6/15/18
PROJECT OWNER - TOWN OF VAIL
PROJECT DEVELOPER -TRIUMPH DEVELOPMENT WEST, LLC
GENERAL CONTRACTOR - RA NELSON, LLC
PROJECT LIMITS OF COVERAGE
• EACH OCCURRENCE
• GENERAL AGGREGATE
• PRODUCTS/COMPLETED OPERATIONS
UNDERLYING W/ UNITED SPECIALTY:
RATE:
MINIMUM EARNED PREMIUM:
Policy Included in
Development Agreement
HOUSTON CASUALTY
Co.
A++, XV
NON - ADMITTED
11/12/2016
$5,000,000
$5,000,000
$5,000,000
$3,000,000
$3.4105 PER $1,000
OF CONSTRUCTION
COSTS
100%
HOUSTON CASUALTY
Co.
A++, XV
NON - ADMITTED
11/22/2016
$7,000,000
$7,000,000
$7,000,000
$3,000,000
$4.0165 PER $1,000
OF CONSTRUCTION
COSTS
100%
HOUSTON CASUALTY
Co.
A++, XV
NON- ADMITTED
11/22/2016
$10,000,000
$10,000,000
$10,000,000
$3,000,000
$4 9668 PER $1,000
OF CONSTRUCTION
COSTS
100%
TOTAL ESTIMATED PREMIUM (INCLUDES SURPLUS LINES TAX ):
$51,500
$62,469
$77,250
71i
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
Policy Included in
COVERAGE SPECIFICATIONS 1 CONTRACTOR'S POLL tOIVpI IktAV I IC)
COMPANY:
A.M. BEST RATING:
STATUS:
RATING AND STATUS AS OF:
PROJECT / WORKSITE INFORMATION
2310 CHAMONIX ROAD
VAIL, CO 81657
ESTIMATED PROJECT TERM - 5/1/17 - 6/15/18
PROJECT OWNER - TOWN OF VAIL
PROJECT DEVELOPER - TRIUMPH DEVELOPMENT
WEST, LLC
GENERAL CONTRACTOR - RA NELSON, LLC
PROJECT LIMITS OF COVERAGE
• EACH OCCURRENCE
• GENERAL AGGREGATE
• SUDDEN & ACCIDENTAL
• NON OWNED DISPOSAL SITE
• MOLD
PRODUCTS -COMPLETED OPERATIONS EXTENSION:
DEDUCTIBLE:
DEFENSE (OUTSIDE LIMITS):
MINIMUM EARNED PREMIUM:
WESTCHESTER SURPLUS LINES
A++, XV
NON — ADMITTED
6/22/2016
$5,000,000
$5,000,000
$1MM PER OCC/$2MM AGG
$1MM PER OCC/$2MM AGG
$1MM PER OCC/$1MM AGG
8 YEARS
$10,000
$1,000,000
25%
WESTCHESTER SURPLUS LINES
A++, XV
NON — ADMITTED
6/22/2016
$2,000,000
$2,000,000
$1MM PER oCC/$2MM AGG
$1MM PER oCC/$2MM AGG
$1MM PER OCC/$1MM AGG
8 YEARS
$10,000
$1,000,000
25%
WESTCHESTER SURPLUS LINES
A++, XV
NON — ADMITTED
6/22/2016
$1,000,000
$1,000,000
$1MM PER OCC/$2MM AGG
$1MM PER OCC/$2MM AGG
$1MM PER OCC/$1MM AGG
8 YEARS
$10,000
$1,000,000
25%
TOTAL ESTIMATED PREMIUM (INCLUDED SURPLUS
LINES TAX & POLICY FEE):
$20,870.89
$14,058.47
$11,249.66
ENDORSEMENTS:
x.Y
ADDITIONAL INSURED - PRIMARY & NON CONTRIBUTORY
P 4k
X
ADDITIONAL INSURED - PRODUCTS -COMPLETED OPERATIONS
X
ADDITIONAL INSURED - PRODUCTS -COMPLETED OPERATIONS, PRIMARY & NON CONTRIBUTORY
X
WAIVER OF SUBROGATION
X
EXCLUSIONS INCLUDE BUT NOT LIMITED TO:
s, w"t FIJI@Iaa� L` '0 D''
.a.rs.�4a w.1 e%,�..0
ALL KNOWN OR REPORTED INCIDENTS
P 4k
X
NUCLEAR HAZARD
X
SILICA
X
81
CHAMONIX VAIL- AFFORDABLE HOUSING PROJECT 1 PROPOSAL OF INSURANCE
PROGRAM SUMMARY
COVERAGE
BUILDERS RISK
PREMIUM
• $5,000 DEDUCTIBLE
$44,709
• $25,000 DEDUCTIBLE
OCIP
$40,060
• $2,000,000 LIMIT
$151,925
• $5,000,000 LIMIT
$214,240
• $10,000,000 LIMIT
$265,740
• $12,000,000 LIMIT
$276,709
• $15,000,000 LIMIT
POLLUTION
$291,490
• $1,000,000 LIMIT
$11,249.66
• $2,000,000 LIMIT
$14,058.47
• $5,000,000 LIMIT
$20,870,89
91
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
APPENDIX — COVERAGE FORMS
UNITED SPECIALTY INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
VEN 017 00 (01/15)
CONSTRUCTION PROJECT ENDORSEMENT - OCIP
(Including Repair/Warranty Work)
This endorsement modifies Conditions provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
Project Schedule
1. Name of Project:
2. Term of Project:
3. Description of Project:
4. Sponsor or Organizer of Project:
5. Location of Project
6. General Contractor
A. This policy applies only to "bodily injury", "property damage", and "personal and advertising injury" arising
out of the scheduled project described in the above Project Schedule.
B. "SECTION II — WHO IS AN INSURED" is amended to include the Sponsor or Organizer of this project,
the project Owner, the General Contractor, and those licensed subcontractors of every tier "enrolled" in the
Owner or Contractor Controlled Insurance Program for the Project shown above. Coverage under this
policy for all insureds is limited to, and only applies with respect to liability arising out of the Project shown
above.
C. Except with respect to the LIMITS OF INSURANCE, and any rights or duties specifically assigned in this
policy to the first Named Insured, this insurance applies:
1. As if each Named Insured were the only Named Insured; and
2. Separately to each insured against whom claim is made or "suit" is brought.
D. The following exclusion is added to SECTION I — COVERAGES, COVERAGE A BODILY INJURY
AND PROPERTY DAMAGE LIABILITY:
This insurance does not apply to "property damage" to the project shown above or any part of the project
shown above that occurs during the course of construction. The project shown above or part of the project
shown above will be deemed to be within the course of construction until it satisfies the definition of
"products -completed operations hazard" as defined in this endorsement.
101
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
APPENDIX — COVERAGE FORMS
E. The following changes are made to SECTION I — COVERAGES, COVERAGE A BODILY
INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions:
1. Exclusion j. Damage to Property - (1) does not apply to property that has received a certificate of
occupancy from the controlling public entity.
2. Exclusion j. Damage to Property — (2) is deleted in its entirety and replaced by the
following:
(2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those
premises. This exclusion does not apply if the premises are "your work".
3. Exclusion k. Damage to your Product is deleted in its entirety and replaced by the
following:
"Property damage" to "your product" arising out of it or any part of it. This exclusion
does not apply if "your product" is, or is incorporated into, the project designated in the project
schedule of this endorsement.
4. Exclusion 1. Damage to your Work is deleted in its entirety.
F. SECTION III — LIMITS OF INSURANCE is amended as follows:
1. The following language is deleted in its entirety:
"The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and
to any remaining period of less than 12 months, starting with the beginning of the policy period shown
in the Declarations, unless the policy period is extended after issuance for an additional period of less
than 12 months. In that case, the additional period will be deemed part of the last preceding period for
purposes of determining the Limits of Insurance."
2. The Limits of Insurance shown on the Declarations are the most we will pay for all damages to which
this policy applies, regardless of the length of time this policy is in effect, or the number of claims or
suits brought against any or all insureds.
G. Paragraph 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY
CONDITIONS is deleted and replaced by the following:
This insurance is primary and non-contributory with respect to the project shown above, unless other
Commercial General Liability Insurance is written specifically to apply to the same project on a primary
basis, in which case this insurance will share in equal shares with that other insurance. Any other
Commercial General Liability Insurance maintained by the Named Insureds, "Enrolled" Contractors, and
Additional Insureds shall be excess and non-contributory.
H. SECTION V — DEFINITIONS, 16. "products -completed operations hazard" is deleted and replaced by the
following:
1. "Products -completed operations hazard" includes all "bodily injury" and "property damage" arising out
of "your product" or "your work" except:
a. Products that are still in your physical possession; or
111
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT PROPOSAL OF INSURANCE
APPENDIX — COVERAGE FORMS
b. Work that has not been completed during the policy term.
2. "Your work" will be deemed completed at the earliest of the following times:
a. Completion and acceptance of the entire project shown above by all parties designated in its
construction agreement;
b. When all of the work to be done at the site where the "bodily injury" or "property damage"
occurred has been completed if the project shown above calls for work at more than one site;
c. When that part of the work done at the project shown above has been put to its intended use by any
person or organization other than another contractor or subcontractor working on the same project.
Work that may need service, maintenance, correction, repair or replacement, but which is otherwise
complete, will be treated as completed.
I. SECTION V — DEFINITIONS is amended by the addition of the following definitions:
23. "Enrolled" means the authorized participation in the Owner or Contractor Controlled Insurance
Program for the Project, as confirmed by and commencing at the earlier of the following:
a. The issuance of a certificate evidencing enrollment by or on behalf of the Sponsor or Organizer of the
Project; and/or
b. The signing of a written contract or agreement by a Named Insured (as described in part B of this
endorsement) for work that is part of the Project, if such contract or agreement stipulates enrollment.
24."Policy period" means the period of time from the Effective Date shown in the Declarations to the
earlier of the Expiration Date shown in the Declarations or if cancelled, the effective date of cancellation.
25. "Repair work" means the repair, correction or replacement of "your work" that is performed after the
time that "your work" is deemed completed as described in the subparagraph H. 2. of this endorsement
and pursuant to the requirements of an express warranty or guarantee provided by the insured, the
insured's customer service program, or statute authorizing or requiring such work.
J. LIMITED POLICY PERIOD EXTENSION. Insurance for "bodily injury" and "property damage" is
subject to Limited Policy Period Extensions as follows:
1. The policy period is extended for an additional period of time with respect to liability for "bodily
injury" or "property damage" arising out of "repair work". This coverage extension period shall
commence at the earlier of:
a. the date that "your work" is deemed completed as defined in subparagraph H.2. above; or
b. the Expiration Date shown in the Declarations of this policy.
This coverage extension period shall end as of the expiration of any express warranty or guarantee
provided by the insured or statutory time period for such "repair work". However, such extension shall
not exceed ten (10) years from the date of the commencement of the coverage extension period. Any
such express warranty or guarantee must be in effect prior to commencement of the "repair work", and
the "repair work" must be performed by a licensed contractor "enrolled" in the Project wrap-up or by
121
CHAMONIX VAIL- AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
APPENDIX — COVERAGE FORMS
any other licensed contractor to which we consent, which consent shall not be unreasonably withheld.
Work must be performed during the "policy period" or the Limited Policy Period Extension.
2. Solely with respect to liability for "bodily injury" or "property damage" included in the "products -
completed operations hazard", the insurance provided by this policy is extended for an additional period
of time. This coverage extension will commence at the time that "your work" is deemed to be
completed, as described in subparagraph H.2. of this endorsement. The coverage extension period will
be equal to the applicable statute of repose or limitations for any claim or "suit" for such "bodily injury"
or "property damage" as provided by the controlling law of the jurisdiction where the claim or "suit" is
brought or filed. However such extension shall not exceed ten (10) years from the date "your work" is
completed as defined in subparagraph H.2. of this endorsement or ten (10) years from the expiration
date of this policy, whichever is earlier.
3. The LIMITS OF INSURANCE for the policy period continue to apply and are not separate or different
from, increased with respect to, or reinstated for, the extension periods referred to in Section J.1 or J.2
above.
4. If this policy is cancelled for any reason prior to the point in time that "your work" is deemed to be
complete (as described in subparagraph H.2. of this endorsement) then the extensions described herein
will not apply.
5. We may cancel the insurance provided by the coverage extension described herein if you fail to pay any
additional premium due to us as determined by a premium audit.
All other terms, conditions and exclusions under this policy are applicable to this Endorsement and remain
unchanged.
131
CHAMONIX VAIL - AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
APPENDIX - BINDING SUBJECTIVITIES
OCIP (OWNER CONTROLLED INSURANCE PROGRAM)
UNITED SPECIALTY TERMS AND CONDITIONS
• SIGNED TRIA FORM - PRIOR TO BINDING
• CONFIRMATION THE INSURED WILL CONTRACT FOR WRAP ADMINISTRATION WITH AN APPROVED FIRM
• CONFIRMATION THE INSURED WILL CONTRACT A 3RD PARTY PEER REVIEW QUALITY ASSURANCE)
INCLUDING PLAN REVIEW WITH AN APPROVED FIRM - 100% COVERAGE FOR ALL CRITICAL SYSTEMS
INCLUDING BUILDING ENVELOPE, MEP AND SOUNDPROOFING
• CONFIRMATION THAT THE INSURED WILL AUTHORIZE THE FIRMS HANDLING THE ABOVE REQUIREMENTS TO SHARE THEIR
FINDINGS AND REPORTS WITH THE INSURER
• CONSTRUCTION BUDGET
• CONFIRMATION THE CESARE, INC. WILL BE RETAINED TO PERFORM TESTING, OBSERVATION AND MONITORING SERVICES
DURING SITE AND FOUNDATION WORKS
• DETAILS OF WARRANTY PROVIDED BY CHAMPION
141 f'
CHAMONIX VAIL — AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
APPENDIX — BINDING SUBJECTIVITIES
OCIP (OWNER CONTROLLED INSURANCE PROGRAM) — 2ND EXCESS LAYER - (HOUSTON CASUALTY)
• PRIOR TO BINDING, SIGNED TERRORISM SELECTION FORM.
• PRIOR TO BINDING, WE MUST REVIEW AND APPROVE THE PROPOSAL FOR 3RD PARTY ENGINEERING SERVICES.
• PRIOR TO BINDING, WE NEED A SIGNED LETTER FROM THE GEOTECHNICAL ENGINEER STATING THAT THEY HAVE REVIEWED
THE FINAL CONSTRUCTION PLANS AND THEY FIND THE PLANS ACCEPTABLE FOR THE SITE CONDITIONS.
• PRIOR TO BINDING, WE NEED A SIGNED LETTER FROM THE GENERAL CONTRACTOR STATING THAT THEY WILL COMPLY WITH
ALL THE WRITTEN RECOMMENDATIONS OF THE GEOTECHNICAL ENGINEER
• A Risk Review must be conducted within 90 days of binding coverage. You must contact
one of the following firms to conduct the risk review and a copy of the completed report
must be sent to TMHCC within 90 days of policy inception. The cost of the risk review is
paid by the insured.
1. Development Solutions & Services: Dorna Brown 818-591-0330 x 101
2. Paladin Risk Management: Sandy Greenstein 888-240-4431 ex 2
3. Steele Risk Services LLC: Steve Steele 206-860-6011
4. Wrap -Up Resources, LLC: Paula Newton 415-788-9511
5. LJP (La Jolla Pacific): M -L McKinley de Vance 949-336-8903
6. Wrap Up Insurance Solutions: Brian Billhartz 636-489-0185
• Prior to the start of construction the Insured must contract with an approved provider for
3rd Party Engineering Services to be performed during the course of construction. We
require 100% inspection for all condo or townhome construction and at least 50%
inspection for single family homes. Prior to binding, we must review and approve the
proposal for 3'd party engineering services. The cost of the service is paid by the
insured. As a condition of coverage, we require receipt of the complete 3rd party
documentation upon completion of the project. Approved providers include:
1. LJP (LaJolla Pacific): M -L McKinley de Vance 949-336-8903
2. Development Solutions & Services: Charlie Bates 818-591-0330 x 106
3. Quality Built: Beth Michaels 954-385-3503
• Insured must contract with one of the following providers to perform Contractor
Enrollment. The cost of the enrollment is paid by the insured. HCC must be provided
with a complete copy of the enrollment document upon completion of the project.
1. Development Solutions & Services: Dorna Brown 818-591-0330 x 101
2. Paladin Risk Management: Sandy Greenstein 888-240-4431 ex 2
3. Steele Risk Services LLC: Steve Steele 206-860-6011
4. Wrap -Up Resources, LLC: Paula Newton 415-788-9511
5. Wrap Up Insurance Solutions: Brian Billhartz 636-489-0185
• Trades not allowed to be enrolled in the wrap-up: environmental remediation contractors
and architects and engineers
151
CHAMONIX VAIL- AFFORDABLE HOUSING PROJECT I PROPOSAL OF INSURANCE
APPENDIX - BINDING SUBJECTIVITIES
POLLUTION
• A CURRENTLY COMPLETED, SIGNED AND DATED WESTCHESTER ENVIRONMENTAL APPLICATION.
• TWO (2) YEARS OF FINANCIAL STATEMENTS FOR THE MOST RECENTLY COMPLETED FISCAL YEARS, INCLUDING A BALANCE
SHEET AND AN INCOME STATEMENT FOR THE FIRST NAMED INSUREDS PARENT COMPANY.
• COPY OF THE INDEX PAGE FROM THE INSUREDS HEALTH & SAFETY PLAN.
16 1 .,