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Home My WebLink AboutDeveloper Improvement Agreement #3091293 r f,.,.. IRREVOCABLE STANBY E.,~ ER OF CREDIT FORMAT ~v f~Q Legal Description: 1..0~ C.i vUbt-C-A-C- 0~ Address: b"'jS W. [.rP0&.t-.5Il,~-c_> P1444Z Developer: The Arrabelle at Vail Square, LLC Project Number: • % t~ ~C~w Permit Number: - ~ Improvement Completion Date: lt 1 zoob Gi~ • ' Letter of Credit Expiration Date: DEVELOPER IMPROVEMENT AGREEMENT THIS AGREEMENT, made and entered into this day of December 2007, by and among The Arrabelle at Vail Square, LLC a Colorado limited liability company (the "Developer") and the Town of Vail (the "Town") and Bank of America (the "Bank"). WHEREAS, the Developer, as a condition of approval of the Temporary Certificate of Occupancy for the Arrabelle at Vail Square, Lot 1, Lionshead Sixth Filing, according to the recorded plat thereof, County of Eagle, State of Colorado, wishes to enter into a Developer Improvement 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 improvements set forth in the attached estimated bid(s) in accordance with the approved plans and specifications filed in the office of the Community Development Department of the Town of Vail; and WHEREAS, The Vail Corporation desires to act for the benefit of its affiliate solely to assist with the letter of credit, and WHEREAS, the Developer wishes to provide security to guarantee performance of this Agreement, including completion of all improvements set forth on the estimated bid attached hereto as Exhibit A(the "Improvements") referred to in this Agreement, by means of the following: The Developer by and through The Vail Corporation agrees to establish an irrevocable standby letter of credit #3091293 in the amount of $4,083,743.00 with Bank of America 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. 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 all improvements referred to in this Agreement on or before the November 1, 2008. 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 Department of the Town of Vail, and to do all work incidental thereto according to and in compliance with the following: Page 1 of 5 a. All said work 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, as affected by special districts or service districts, as their respecfive interest may appear, and shall not be deemed complete until approved and accepted as completed by the Community Development Department and Public Works Department of the Town of Vail. 2. Letter of Credit. To secure and guarantee performance of the obligations as set forth herein, the Developer by and through The Vail Corporation agrees to provide security as follows: Irrevocable standby letter of credit #3091293 in the amount of $4,083,743.00 (125% of the total costs of the attached estimated bid(s) in the form attached hereto as Exhibit B(the "Letter of Credit") with Bank of America set to expire on the 13th day of December, 2008 (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. 3. 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. 4. 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. 5. 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. 6. 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 Page 2 of 5 the Town as complete on or before the date set forth in Paragraph 1 of this Agreement, the Town may, but shall not be required to, draw upon the security referred to in this Agreement and complete the uncompleted Improvements 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 Town) exceed the dollar amount of the security provided to the Town, the excess, together with interest at twelve percent (12%) per annum, shall be a lien against the property and may be collected by civil suit or may be certified to the treasurer of Eagle County to be collected in the same manner as delinquent ad valorem taxes levied against such property. If the Developer fails or refuses to complete the Improvements, 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. 7. 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. 8. 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. The Arrabelle at Vail Square LLC By Vail rts nt Company, its Managing Member GC Keith Fernandez, President and COO - VRDC STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing Developer Improvement Agreement was acknowledged before me this .3 Day of -b "C . , 2Q0 by Kcc ~c z Witness my hand and official seal. My commission expires CL! ~ , ~~,~,~o?A q ••.~y~ •~i • , Approved as to Form: Notary Public ' . Vail Re egal Dep'rtment ; . By: Name: HEATHERC GHAM OF C~~O P Date: .1.2 S ^ D 7 Page 3 of 5 MyCommission Expires 0111412009 ~ Town Planner STATE OF COLORADO ) )ss. COUNTY OF EAGLE ) The foregoing Developer Improvement Agreement was acknowledged before me this ZO Day of 20.a2 by Witness my hand and official seal. My commission expires: Pal, R1~ r ~ ~ i' Notary blic L~-' ;;''!tiittateiexeQ \ ~,Yp1C8S ~A ATTACHED COPIES OF THE ESTIMATED BID(S) Page 4 of 5 Building Exterior and Streetscape Items to Be Completed Reference Sheet Item {Location !Components iSubcontractor iBackup QTY iUM CosUUM Cost - ~ L102 Landmark Stair Revisions North of Building C iConcrete Stairs iGallegos/RMS ~Page 1,2 5101st 50 $25,501.00 JHandrail 'Arapahce jPage3,4 421f 271.911, $11,42022 _ - - iSnowmelt Pa e5,6 1 LS. $3,798.00 ~ - _ _ - - a - - - Concert Hall Stairs NW corner of Arrabelle Concrete Stairs Gallegos iPage 7,8_ $17,155.00 . - - ~ _ . _ _ _ - _ ~ _ _ - Snowmelt KK jPage 9,10,17 1 LS $10 670 00 Handrad Arapahoe Si9n Arts Page 12 1 LS I $17,827.50 Firnshed Streetscape _ From northwest corner of As halt sub base Elams Pa~e 13,14, 14a , 13680 sf ^ 3.5 $47,880.00 - - _ . - - - - - - - - ~ Arrabelle to Sundial plaza SnowmelUMams/Manifold into concert hall plaza KK Pa~e 15 1 LS $65 000 00 Sand/Pavers 'Galle os Page 16 28 [ 13680 sf 7.08 _$96,854 40 ~ Roof drains into storm system_ _ Shaw/Longs ltem-1Pa~e 29 T 1 LS _ $13 034-92 - - Storm Work _ Shaw/Longs _Titem 2 Page 29 ~ 1 LS f' $13,034.92 - - ~ - _ - - - Lightpoles B86 Page 30 j 4lea ; 450 $1 800.00 Concrete Lighipole Bases _ RMS Concrete ; Page 31 33 4 ea 316 $1 264.00 Demo of Temp AsphalUGradmg Shaw/Longs Item 3 Page 29 1 LS ~ $45 622 22 - L103 Stone/Tde at Water Walls rocket Park IIStone/ide/Masonry Galiegos Page 34 LS__ 584 500 00 - - - - - - - - _ _ General Fue Pits/Fire_Bow _ls [Pocket Park, Plaza Kiosk JFire Bowis (this is the aclual bowl - 1 of 7 is mstalled) ~Sign Tech PN_e 35-47 _ i 6 ea { $288,084.00 T ',Gas and Controls EZ Mechanical Page 48-80 10~ea $144 659.OD - - - _ ~Miscellaneous Components ~Various _ Pa~e 48-80 10 ea $14 858 00 i - ~ I Stain on Ice Rink_ lIce Rink '8tain decorative bands on ice rink slab Cobredo Hardscapes Pac~e 81 84 $22,49000 - - - . ~ _ ~ I I I ~ L104 North Arcade Arches South of Bart and Yeh s Arches Sign Tech Page 35-47 5 ea $79 291 DO _ _ _ - _ - - Y _ - - - - - _ L106 Plaza Fountain Befween Bldgs_"B and C" Electrical Items install `686 IPage 85-86 + 1 LS $2,302.00 i 1J !Second Concrete PoudEmbeds RMS iPage 87 j- _11S $6A25.00 - - Stucco/Cast Stone iGalle-gos I Pa e 88 91 i_ 1 LS $7,762.00 _ y ge 2 1--~-- Tile- p 9 13 -$4,897.00 Water roofn - iHulm Paqe93 ~ - - - _ _ 1 LS 1 $3 603.34 - - . . , - - Electncal Items Prowde CU tal Fou_ntains !Pa9e 94 - t;LS i ' $6 361-.33- _ ~Metai Framin M&D 'Pa e 95 1'LS I' $3,272.00 Building Exterior and Streetscape Items to Be Completed L107_ All Work South of Bldg Struct ~Skier Yard eta Bike Wash Concrete/5ign___ Gallegos/Sign Tech Page 96,97,35-47 ' , . - _ iLS ' I $1 636.55 Asphalt Path Elam Page 13.14 ~ 1850 sf i 46j $8 510.00 Light Bollards B&B Page 30 13~ea 1 _$1 950 00 Skier Path to Montaneros Alley Shaw/Elam Page 13,14 620 sf 4.61 $2 852 00 _ _ - - - I - _ _ - - - - - - - - - - - - - ~ _ _ - r6nI Permanent Ram /Stairs East side of Btd .'A' Demo of Tem R m nd SnowmelUGradin Shaw/Lon s Item 4 Pa e 29 1 LS 26 069.84 L108 ~Ga ke s P y P _?-P a _ 9 - - ~ - _ l _ $ Sub Base Concrete ~GallegoslRMS Page 98,99 1jLS I $19 825.00 - - - - - - Snowmelt ~ KK ~Page 100102 1 LS $90,61700 _ Permanent StauqSee Beachfront) Galle $0.00 IPermanent Ramp (See Beachfront) _ IGallegoslRMS _ _T _ _ _f $0.00 ' Handrail (See Beachfront) AraPahoe i $0 00 ' ~Stone/CaPs (See Beachfront) Gallegos - _ $0 00 , - . _ _ - - - _ - - - _ . ~ - I - - - L110 Landscaping at_-- Island 8 Miscellaneous East of AnUers Landscaping GH DaniEls Page 103.104 , 1 LS J 389 780.00 1- Furmsh 8 install boulders GH Daniels Page 103 104 1, LS I $7 200.00 - - - - _ . . _ - _ . Beachfront ~ Beachfront Completion SW of Arrabelle Storm hnes and inlets Shaw/Lonqs Item 5 Page 29 1 LS_ i _ $26 069 84 - } All concrete stairs _ Galle9os LPage 105,106 1 i LS _ $27 766 0 - 0 ~ !Concrete Walis RMS iPage 107 i 1 ~LS $48 030 0Q PaverslStone Gallegos Page 108 109 ! 1 lS $10 519 00 i _._~Handrail 'Page 110-113 $67857.00 - ~ _ _ _ rt f I Permanent Ramp Gallegos Page 114 115 1, LS i_ _ $22 1 i 1_00 _-y _ - - - ' - - - . _ - - jAsphalt Repair A Peak Page 116 1 LS _$4 369.00 - - - - - ~ - General- - Building Downspouts into Storm ~ West Side Item S Page 29 1 LS $81 050.42 1 i ge 29 1 LS $67 550.35 Pa iEastSide Item 6 i _ _ _ . _ ~ - - - INorth Side ~Item 6 Page 29 1,LS $108 080.56 - 1 - ~ i South Side Item 6 Paqe 29 j 1, LS $94 570.49 _ L- - I - _ _ ~ _ ~ ~ - - ~ - . General Exterior Signage _ ~Mall and Plaza Light Pole Sign Mountmg Brackets SignTech Pa2e 35-47 j 351ea ' j $20 651.00 ~ I -'~Mall and Plaza ___~!Light Poles SmaII Directiona, Signs _ iSgnTech Pa~e 35-47 - 221ea $28 534.00 - 1 ~ }Mall and Plaza Light Poles Large Directiona; Signs +SignTech Paqe 35-47 14!ea r $20 902.00 Piaza Mast Small Direcrtfnal Signs SignTech _ Page 35-47 , 2 ea a $5 002 00 - _ Plaza Plaza Mast Laarge Drectionalns _ _~SignTech ~Paqe 35~17 4 ea _ i $10 804 00 Mall and Plaza Proect Directo Si ns I 1 9 ISignTech Page 35-47 $32 071.00 !Building Exterior [31ade Signs SignTech Page 35-47 ! 3 ea $7 755.00 . lBuildin Exterior Buildin Mounted Tile Si na e Si nTech Pa e 35-47 ; 7°,e` $15,400.00 Building Exterior and Streetscape Items to Be Completed BUILDINCa EXTERIOR - i--___ - A421 Fa ade t North.'_ _ 3rd-Floor Balc ony _'WecercrSnf 9 'Hulm S Pages 125 134 for_pnang and backup_-_ ' ~ Deck Concrete _ . _ . - Raihng Zimkor ~ - - ' - ` Soffit i Romeros ~ I Storefronts -~Per CCD- 164 CS1A, S1C) !Bratton ~Pa~e 117 1 1 LS $21 848.00 - - - - Tempora EnGosures Shaw _rY _I Page 118_ 1 LS__ 728.80 ' - A42D ~Fapade 2 JAll Balconies Railing Zimkor See Pa4es 125 134 for Pncin9 and backuP ~ _ _ t i _ _ . - { Wood Shutters on Storefronts j5huttedHinges _ _ - _jD6lShaw (Hirges) _ Page 119 1~LS $3,172.40 - 9___ A419 Fa ade 3 ~ 3rd Level Deck IWaterproofn _ Hulm ~S_e Paes 125 134 for pncing end backup _ e _ Electric Sno melt IB&[3 _ ~ Concrete Deck ~Gallegos ~ 1 - A415 Fapade 6 Storefr.ont _ Per CCD 164 (6A) _ ~ Bratton Page 117 I 1 iLS { $10,924.00 - - TemporaryEnclosures ~Shaw ~Page 118 I 1jLS j $11 36440 A410 Fapad. _e 10 1st Level Louver ;Decorative Louver Cover ~Zimkor ~Pe 120 1 1 LS _$6 375 00 _ - - - - - ~ - - - - i i A406 Faade 13 Area Well ~Stucco/Cast Stone ;Gallegos ~Page 34 1 - 1'LS $22 750.00 ~ . - - - - . ~ - - i ~Rading _ iArapahoe _ I No backup a t lhis time T_ $35 000.00 - - - - ~ _ - ~ - I - A405 Faqade 14 tst Level Louver !Decorative Louver Cover 'Zimkor jPage 120 11S ~ $6,375.00 4 03 ~Faqade 15 _ WesUSouth All pecks___ ~Waterp-roofin;3_ _ ~fiulm See Pages 125 134 for pncingland backuP_ 'EiectricSnowmelt B&B I ~ - Deck Concrete ~Gallegos t _ - ~ _ J------ - - - - !Railing~-- Zimkor I ;Soffit ID6 - . _ ~ _ ~ - i - --1 - - Building Exterior and Streetscape Items to Be Completed A402 Fapade 16 12nd Level Deck Water roofing Hulm ___~See Pa~es 125-134 forpricing and backup.__ ~ ~Electnc Snowmelt Deck Concrete Gallegos f~ A401 Faqade 17 South__ _IAll Decks Waterproofing _ Hulm ISee Pages 125 134 for pnang and backup i Electnc Snowmeit B&B ~ - - ~ ~Deck Concrete Gallegos - - - _ - - - . ~ 1 Rading _ _ j _ , 1Soffit _ r . _ _ . . . . _ . - ---P or pncing and backup. A427 Faqade 17 East 2nd Levei Deck +Clectncr5no'wmelt BH-ulm &B ~tSee Pa9es 125 134 f ~ - 1 i, Deck Concrete Gal legos _ i - - - - - - _ - 1 A425 'F ~de 19 2nd Level Deck Waterproofng _ Hulm See Pages 125-134 for pncing and backup ~ . 1 _ Electnc Snowmelt B&B - - - Gallegos II I - - I - - - _ _ _ t~ - - - - }All Balcomes (3) 'Waterproofing IHulm I See Pages 125 134 for pncing and backup 1 ~ _~Etectnc Snowmelt _ 686 ~ . ~ Deck Concrete Gal legos _ _ . . _ - i - _ !Railin9 IZimkor I Soffit 'Galiegos ~ _ J-- ~ A217 Faade 20 _ All Baicornes (3) Waterproofing iHufm ISee Pages 125 134 for pncin and backup _ _ Electnc Snowmelt iBBB ~ _ _ - - _ - - - - - ~ Deck Concrete Gatlegos Railing_-- ~Zimkor SofTit 1Galiegos - - - ' A438 _ Fapade 22 _;2nd Leve! Decks_ Walerproofn4. Nulm See Pages 125 134 forpricing and backue. - - !EtectricSnowmelt -rB&B ! Deck Concrete i Gallegos _ - --t-- ~ Rading _ Zimkor ~ i- iSoffit Gallegos _ - - ~ _ ~ _ _ ~ - - - . - - - t-- _ - - - - - - - - 1 7th Level Deck ~Waferproofng _~Hulm Iee Pages 125 _134 for pnang and backup_ _ _ _ ~ - - - -Electnc Snowmeit _I686 _ _ Deck Concrete iGallegos Railmg_ _ IZimkor _ - ISoffit ;Galle os A437 Fa ade 23 All Decks Rading or pnang and backup _ L _ D6 See Pa es 1 25 1 34 f 7_ Building Exterior and Sfreetscape Items to Be Completed i See Pages 125-134 for pricing and backup A440 ~Fa ade 24 !IAII Decks 'Railing ~Soffit Zi _mkor Cdallegos - i ~ Storefronis Decorative Metal at Transom (1) Iron Rose IPa~e 121-723 ~ ea i 209375i $2,093 75 i.._._ - - - _ - - ~ . - - - - - A442 Fayade 25 3rd/7th Level Deck Waterproofing _ Hulm i See Pages 125 134 for pncmg and backup. 1 _ _ Eleclnc Snowmelt B&B ~ T~ ~ rDeck Concrete_ !Gal(egos - -IRailing.__ ~ _ - iSoffit - . _ - - . . - ~(a ade 26 Storefronts iDecorative Metal Transom 4 ~Iron Rose .Pa e 121 123 41ea i 2093 75~ _$8 3~5.00 ~ - _ _ _ @ 1 , _ - - P _ g 9 . - - A444 ~Fa ade 27 - - - Ali Decks Water roofn Hulm See Pages 125 134 for pricing and backup T ~Electric Snowmelt 686 j i ~ DeckConcrete Gallegos Railing _ . Zimkor _ ---Soffit Gallegos - 4 ~ - - . - - - Storefront Deco ative Mefal at Transom (3) Iron Rose Page 121 123 3~e 2093.75, $6 28 i 25 - . _ _ _ - - - Per CCD 164 (27A) Brattor Page 117 1 ILS i' - $10 924 00 J Temporary Enclosure Shaw Page 118 1 ILS I $11 364 40 - - ' - - _ IPage 117- _ 1 LS $10 924 00 A443 I Fagade 28 Storefront Per CCD 164 L8A) Bratton 1 1 TemporarY Enclosure Shaw _ IPage 118 ; 1 LS_ $11 364 40 ° - ~ A447 Fa~ade 29 4th Level Deck Waterproofin9 iHu m l See Pa9es 125 134 for P.ncing and backup. ' Electric Snowrrielt `B&B - - - - - ~ Deck Concrete iGailegos i -kor - Raihng - - - - ~Zim ~ - - - _ _ . - - - , 9 _ _ , - _ ~ g a _ - _ - - - - ~ Wood Shutters on Storefronts Shutler/Hin9es ID6/Shaw Hin es Pa9e 119 ! 1 LS ' $6,244.48 ~ - - _ _ ~ - - A436E Fa~ade 33 Escalator Cedmg Stucco ~GallegoslM&D Page 124 1 LS $38 645 00 _ _ - I I _1 - _ _ - - I jAll Balcony Pncing From Pages 125_134 L $816,669.00 , - i _ ~ $2,969 994.78 ;Contin~ency $296,999.48 - - - - y3 266,994.26 Bank of America $ANK,OF AMERICA - CONFIDENTIAL PAGE: 1 DATE: DECEMBER 13, 2007 IRREVOCABLE STANDBY LET`I'ER OF CREDIT NUMBER: 3091293 ISSUING BANK BANK OF AMERICA, N.A. 1000 W. `I'EMPLE STREET 7TH FLOOR, CA9-705-07-05 LOS ANGELES, CA 90012-1514 BENEFICIARY APPLICANT TOWN OF VAIL THE VAIL CORPOR.ATION 75 S. FRONTAGE ROAD 390 INTERLOCKEN CRESCENT VAIL, CO 81657 SUITE 1000 BROOMFIELD, CO 80021 AMOUNT USD 4,083,743.00 FOUR MILLION ETGHTY THREE THOUSAND SEVEN HUNDRED FORTY THREE AND 001100'S US DOLLARS EXPIRATION DECEMBER 13, 2008 AT OUR COUNTERS WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT WHICH ZS AVAILABLE WITH BANK UF AMERICA, N.A. BY PAYMENT AGAINST PRESENTATION OF THE ORIGINAL, OF THIS LE`I'TER UF CREDIT AND YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA, N.A., ACCOMPANIED BY THE DOCUMENT DETAILED BELOW: BENEFICIARY'S SIGNED STATEMENT STATING THE FOLLOWING: QUOTE (1) THERE HAS BEEN A DEFAULT UNDER DEVELOPER IMPROVEMENT AGREEMENT DATED DECEMBER 2007 BETWEEN THE ARRABELLE AT VAIL SQUARE, LLC AND THE TOWN OF VAIL (THE "DIA") WITH RESPECT TO THE COMPLETION OF THE IMPROVEMENTS AS INDICATED IN THE APPROVED PLANS AND SPECIFICATIONS FII,E;D IN THE OFFICE OF THE COMMUNITY DEVELOPMFNT OF THE TOWN OF VAIL, AND 'I'HE DEVELOPER HAS NOT CURED NOR COMMENCED `I'0 CURE SUCH DEFAULT WITHIN THE: APPLICABLE CURE PERIOD IN ACCORDANCE WITH THE TERMS CONTAINED IN THE DIA. (2) THE AMOUN`!' DRAWN IS REASONABLY KEQUIRED TO CURE THE DEFAULT. UNQUOTE ORIGINAL ;_j4_~-t,V,R '7-300C gankofAmericas.~.~ BANK OF AMERICA - CONFIDENTIAL PAGE: 2 THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 3091293 PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED. THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE (1) YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY EXPIRATION DATE, WE NOTIFY YOU BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS, THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT. WE HEREBY ENGAGE WITH YOU THAT DRAFTS DR.AWN UNDER AND IN COMPLIAIVCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED UPON PRESENTATION `I'O US AT BANK OF AMERICA, N.A., TR.ADE OPERATIONS CENTER, 1000 W. TEMPLE STREET, MAIL CODE: CA9-705-07-05, LOS ANGELES, CA 90012-1514, ATTN: STANDBY LETTER OF CREDIT DEPARTMENT ON OR BEFORE THE EXPIR.ATION DATE OR ANY EXTENDED EXPIRATION DATE AS SPECIFIED HEREIN. THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, ICC PUBLICATION N0. 590. IF YOU REQUIRE ANY ASSIS`PANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION, PLEASE CALL 213-481-7844. . ~ " /Z~ 'AUTHORIZED SIGNATURE THIS DOCUMENT CONSISTS OF 2 PAGE(S). 3~~~~a.r ORIGINAL u;_i 7_i.iar,}3 7-2000 ~ ~ TOWN OF VAI~ ' Department of Community Development 75 South Frontage Road Uail, Colorado 81657 970-479-2138 FAX 970-479-2452 www.vailgov.com November 26, 2008 Mr. Keith Fernandez, President P.O. Box 959 Vail Resorts Development Company Avon, Colorado 81620 Re: Letter of Credit #3091293 (Arrabelle at Vail Square) Dear Keith, As you are aware, a Developer Improvement Agreement (the "DIA") was executed by and between The Vail Corporation (the "Developer") and the Town of Vail, (the "Town") and an Irrevocable Letter of Credit (LOC #3091293) was established with Bank of America (the "Bank") in the amount of $4,083,743.00 establishing security for the completion of all outstanding improvements associated with the Arrabelle at Vail Square project. Pursuant to the terms of the DIA, the Developer committed to completing all outstanding improvements by no later than November 1, 2008 (the "Completion Date"). In the event all of the outstanding improvements were not completed by this date, the Town is to inform the Developer in writing of the default within 30 days of the Completion Date. Please accept this letter as written notice from the Town of Vail that The Vail Corporation is in default of the Developer Improvement Agreement and that unless a new letter of credit is established to the satisfaction of the Town, or all of the outstanding improvements are completed, the Town will take action on December 13, 2008, and call Letter of Credit #3091293 held by Bank of America. Should you have any questions, please do not hesitate to call. Sincerely, George Ruther, AICP Director of Community Development Town of Vail MJS RECYCLED PAPER BankofiAmerica .I BANK OF AMERICA - CONFIDENTIAL PAGE: 1 DATE: DECEMBER 11, 2008 AMENDMENT TO IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3091293 AMENDMENT NUMBER 1 ISSUING BANK BANK OF AMERICA, N.A. 1000 W. TEMPLE STREET 7TH FLOOR, CA9-705-07-05 LOS ANGELES, CA 90012-1514 BENEFICIARY APPLICANT TOWN OF VAIL THE VAIL CORPORATION 75 S. FRONTAGE ROAD 390 INTERLOCKEN CRESCENT VAIL, CO 81657 SUITE 1000 BROOMFIELD, CO 80021 THIS AMENDMENT IS TO BE CONSIDERED AN INTEGRAL PART OF THE ABOVE CREDIT AND MUST BE ATTACHED THERETO. THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS: THE AMOUNT OF THIS CREDIT HAS BEEN DECREASED BY USD 3,638,586.75 THE AGGREGATE AMOUNT OF THE CREDIT IS NOW USD 445,156.25 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. THIS AMENDMENT WILL BECOME EFFECTIVE UPON OUR RECEIPT OF THE BENEFICIARY'S WRITTEN ADVICE OF CONSENT PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNOR OF THE BENEFICIARY, SENT TO US ATTENTION OF STEVEN Q SAN . IF THE BENEFICIARY CHOOSES, THEY MAY SIGN AND RETURN THE ATTACHED COPY INDICATING THEIR CONSENT OR REJECTION. IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS AMENDMENT, PLEASE CALL 1-800-541-6096 OPT 1. - - - AUTHORIZED SIC,NATURE ~ AMENDMENT ACCEPTED AMENDMENT REFUSED DATE COPY 05-17-1486B 07-2000 Bankof America .I BANK OF AMERICA - CONFIDENTIAL PAGE: 2 SIGNATURE AdL-A --a 4 - ~ PRINTED NAME CGO~(~ TITLE IDIQ6C.Mg Ov PHONE NUMBER 970 • 'y79 • 214/57 THIS DOCUMENT CONSISTS OF 2 PAGE(S). COPY 05-17-1486B 07-2000 (12_.-._ - . ~ - - - --W ~ . - _ - - /09/2008) George Ruther - Arrabelle Developer Improvement Agreement Pa9e 1 From: Orla Bannan <OBannan@vailresorts.com> To: "George Ruther (GRuther@vailgov.com)" <GRuther@vailgov.com>, "Matt Mire(... Date: 12/09/2008 11:51 AM Subject: Arrabelle - Developer Improvement Agreement CC: Matt Lydens <MLydens@vailresorts.com>, Kyle Griffith <KGriffith@vailreso... George and Matt: Included below is the final list of open items to be covered under the Developer Improvement Agreement. I will get a new letter of credit or replacement letter of credit in the amount of $445,156.25 and prepare and amendment to the Developer Improvement Agreement that indicates only these items are open and that all work will be complete by July 2, 2009, with the exception of the corn dog which just needs to be commenced by July 2, 2009. Please let me know if you have any questions or need any additional information. Thank you for all your assistance. Regards, Orla L103 Stone/Tile at Water Walls. The work is complete but the fountains have not yet been punched or accepted by VRDC. $84,500 General- Fire Pits/Fire Bowls. The Kiosk fire pit is not yet operational. We look forward to working with the Town and Vail 21 building to attach the gas line. $5,000 L106 Plaza Fountain. The work is complete but the fountain is to be punched and accepted by VRDC. $40,000 L110 Landscaping is largely complete. $10,000 Stenciling of the building exterior. $31,625 Corndog stone carving. $150,000 Stone carving above fireplace. $10,000 Additional awnings. $25,000 This would be a total amount of $356,125, so security will be provided for $445,156.25. Orla C. Bannan Senior Corporate Counsel - Real Estate Vail Resorts Management Company P.O. Box 959 137 Benchmark Road Avon, Colorado 81620 Direct Line: 970-754-2567 Cell: 917-992-9935 www.vailresorts.com<http://www.vailresorts.com/> www.snow.com<http://www.snow.com/> VAI LRESORTSO EXTRAORDINARY RESORTS • EXCEPTIONAL EXPERIENCEST"' CONFIDENTIALITY NOTICE - This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the (12/09/2008) George Ruther - Arrabelle Developer Improvement Agreement Page 2 intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender by telephone or return e- mail and delete the original transmission and its attachments without reading or saving in any manner. Thank you. ~ THF ARRABFLLF. December 12, 2008 AT VAlL SQUARE „ VIA US MAIL AND FACSIMILE Town of Vail 75 South Frontage Road Vail, Colorado 81657 Attention: George Ruther Facsimile: (970) 479-2452 _ .1'C', t . ~~'r•l" .c.~.i"i. ~ ~..lC :1`0':'.',.. between Arrabelle at Vail Square, LLC ("Developer"), the Town of Vail (the "Town") and Bank of America (the "Bank") Dear George: V1'hile we have resolved outstanding issues with respect to the Agreement and we understand that the First Amendment to the Agreement will be executed by the 'Town, due to the fact that your letter dated November 26, 2008 (the "TOV Letter") asserts a default under the Agreement we are compelled to respond. Capitalized terms not otherwise defined in this letter shall have the r;ieaDir?gs ascribed to them in the Agreement. llnder the Agreement. ±he Town rriust specify each improvement which the Towm determines is not cunstructed in complianee with the Agreement and providc;, the Developer with the required written notice and a thirty (30) day opportunity to cure such default. The TOV Letter did not specify the improvements at issue ar provide the Ueveloper with notice and opportunity to cure, which are required before the Town would be entitled to draw on the security provided under the Agreement. Furthermore, the existing letter of credit automatically renews by its terms and continues in effect until amended or terminated. We look forward to finalizing all items listed in the First Amendment and appreciate your il'. iCJGiV;iiL, I11dlld.'S i'G:~-IlCli Lli LIIC' .-1JttrCillt;Tll. lI VCIU ilAVC Ally L(UeSt1011S please do not hesitate to contact us. Sincerely, Arrabelle at Vail Square, LLC By: Vail Resorts Developm Company its Managing Member Keith Fernandez, Presi ent and C:00-VRDC / cc. J. Matthew Mire. Esq. Diane H. Mauriello, Esq. VAI L 1'IA"1'l2:10Rt)iN:AfZl" R{;5c)RI'S • I'ACI:P"fl0\:AL 1:API:RIt;NCES December 12, 2008 VIA OVERNIGHT DELIVERY Town of Vail 75 South Frontage Road Vail, Colorado 81657 Attention: George Ruther RE First Amendment to Developer Improvement Agreement (the "First Amendment"), between Arrabelle at Vail Square, LLC ("Developer") and the Town of Vail (the "Town") Dear George: Enclosed are two (2) original counterparts of the First Amendment, executed by the Developer. Please return a copy of the First Amendment executed by the Town by fax or email as soon as possible with one (1) original counterpart to follow by mail. Thank you for all your assistance. If you have any questions please do not hesitate to call. Sincerely, O eaC. annan Vail Resorts Management Company cc. J. Matthew Mire, Esq. (via email, w/ enclosures) Diane H. Mauriello, Esq. (via email, w/ enclosures) V:ul kc.ort; Alanti~rmrnt CoinF>,in\' • `)i 0 , 6-i "S.iS • vailresorts.com >:t l.v l~cn~I mi irlc 12oad •.1\on, Colonud,) 41h20 IRREVOCSTANDBY LETTER OF CREDIT FORMAT Legal Description: Lot 2, Vail, Lionshead 6th Address: 675 W. Lionshead Place O Developer: Arrabelle at Vail Square, LLC Project Number: PRS04-0233 b 4n` Permit Number: 605-0016 ('1 ~E3~ Improvement Completion Date: July 2, 2009 ly t~, Letter of Credit Expiration Date: December 13, 2009 l'~ ' FIRST AMENDMENT TO DEVELOPER IMPROVEMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPER IMPROVEMENT AGREEMENT ("Amendment") is made as of December j'~,, 2008 (the "Effective Date"), between ARRABELLE AT VAIL SQUARE, LLC, a Colorado limited liability company (the "Developer") and the Town of Vail (the "Town"), who agree as follows: WHEREAS, Developer and the Town are parties to that certain Developer Improvement Agreement, dated as of December Z0, 2007 (the "Aqreement"), pursuant to which Developer agreed to provide security to guarantee performance of the Agreement and certain Improvements described therein; WHEREAS, except for the Improvements described on Exhibit A attached to this Amendment (collectively, the "Remaininq Improvements") all Improvements have been completed by the Developer; WHEREAS, the Developer and the Town desire to amend the Agreement with respect to the completion of the Remaining Improvements and the security to be provided for the Remaining Improvements. NOW THEREFORE, in consideration of the following mutual covenants and agreements, Developer and the Town agree as follows: 1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. From and after the Effective Date, all references to the Agreement shall mean the Agreement as amended by this Amendment. 2. Remaining Improvements. The Developer and the Town acknowledge and agree that, as of the Effective Date, except for the Remaining Improvements, all Improvements required to be completed by the Developer under the Agreement have been completed. Exhibit A to the Agreement is hereby replaced with the Exhibit A attached to this Amendment. 3. Completion Date. The Developer agrees to complete the Remaining Improvements by July 2, 2009; provided, however, with respect to the Corn Dog Carving, the Town agrees that it shall be sufficient for the carving of the Corn Dog to have commenced prior to July 2, 2009 in order to satisfy the requirements of the Agreement. 4. Amended Security. The Developer has provided the Town with an amendment to the irrevocable standby letter of credit #3091293, in the amount of $445,156.25, as the security for the completion of the Remaining Improvements. A copy of the amended letter of credit is attached to this Amendment as Exhibit B. 5. No Default. As of the Effective Date, the Town acknowledges and agrees that no default by the Developer exists under the Agreement. 6. Miscellaneous Provisions. a. Except as specifically amended or modified hereby, the Agreement shall remain in full force and effect. b. To the extent that any provision in the Agreement is inconsistent with the provisions herein, this Amendment shall govern. c. The parties have participated jointly in the negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment. d. This Amendment, together with the Agreement, contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, oral and written, relative to said subject matter. The parties each acknowledge that neither has relied upon any representations, warranties, agreements, arrangements or understandings other than as expressly contained herein. e. This Amendment and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns. f. No change in, amendment to, waiver or termination of this Amendment, or any part hereof, shall be valid unless in writing and signed by all parties, and no waiver or any of the provisions or conditions of this Amendment or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. No waiver by either party of any condition of this Amendment or breach by the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by the other party, nor shall any forbearance by the fist party to seek a remedy for any noncompliance 2 or breach by the other party be deemed to be a waiver by the first party of its rights and remedies with respect to such noncompliance or breach. g. This Amendment shall be governed by and enforced in accordance with Colorado law, without reference to conflicts of laws principles. h. This Amendment may be executed in one or more counterparts, all of which together shall constitute one original document. IN WITNESS WHEREOF, the Developer and the Town have made this Amendment as of the Effective Date. Arrabelle at Vail Square, LLC By: Vail Resorts Development Company, its Managi ember By: Keith Fernandez President and COO - VRDC STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 200 9' by Keith Fernandez as President and COO-VRDC of Vail Resorts Development Company, a Colorado corporation, the Managing Member of Arrabelle at Vail Square, LLC. Witness my hand and official seal. sion expires: '~~.~pTAqy..~0 - . : ~ . d . . . . Notary P . . . : cS~j'T ,p~ ~G POp -9 . B~- .•'F OF CO~pP My Commission Expires 2I812010 Appruved ss tu Furm: %'all Res l. I lhpartmrnt By: Name: ORLA BANNAN uate :_12LI0 Ff ~ Town of Vail By: ~ George Ruther Town Planner STATE OF COLORADO ) ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ~ day of December, 2008, by George Ruther as Town Planner of the Town of Vail, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. WITNESS my hand and official seal. My commission expires: (-R-v~t C, 20 l l FtiG . , vtv.'t 0-0-~ ~ LlC.ao; . . • . • ::t1yP3,~9,Ob~~~1'~~ 4 Exhibit A Remaininq Improvements 1. Stone/Tile at Water Walls. $84,500.00 2. General- Fire Pits/Fire Bowls - Kiosk Fire Pit, $5,000.00 attach as line 3. Plaza Fountain $40,000.00 4. Landscaping $10,000.00 5. Stencilin of the buildin exterior $31,625.00 6. Corn Do Stone Carvin $150,000.00 7. Stone carvin above fireplace $10,000.00 8. Additional awnin s $25,000.00 Total $356,125.00 x1.25 $445,156.25 Exhibit B Amended Letter of Credit (follows immediately) 1 ~ TOwN OF VAI~ ~ Department of Community Development 75 South Frontage Road Uail, Colorado 81657 970-479-2138 F.9,Y 970-479-2452 www. vailgov. com October 2, 2009 The Vaii Corporation 390 Interlocken Crescent Suite 1000 Broomfield, CO 80021 Re: Irrevocable Letter of Credit Number 3091293 The Vail Corporation To Whom It May Concern: Enclosed is a copy of the release letter of credit on the Arrabelle project. It was returned to Bank of America in Los Angeles. If you have any questions please call George Ruther, Community Development Director, for the Town of Vail at 970-479-2145. Sincerely, z2 ~ Lynne Campbell Office Manager Enclosure RECYCZED PAPER ~ ~ TOwNOF YAI~ ; Department of Community Development 75 South Frontage Road Vail, Colorado 81657 970-479-2138 FAX 970-479-2452 www.vailgov.com December 16, 2008 Ms. Orla Bannan Vail Resorts Management Company P.O. Box 959 - Avon, CO 81620 Re: First Amendment to Developer Improvement Agreement (the "First AmendmenY'), between Arrabelle at Vail Square, LLC ("Developer") and the Town of Vail (the "Town") Dear Orla, Enclosed you will find your copy of the executed original of the amended developer improvement agreement. If you have any questions do not hesitate to contact me at 970-479-2150. Sincerely, 06 i;1eu- ) k ~ C. Lynne Campbell Office Manager 4L 4% 4 RECYCLED PAPER *VAKIL T~OWNDepartment of Community Development 75 South Fmntage Road Uai4 Colorado 81657 970-479 2138 FAX 970-479 Z452 www.vailgov.com January 27, 2009 Manuel Banuelos Bank of America, N.A. Los Angeles Standby Trade Operations CA9-705-07-05 1000 W. Temple Street Los Angeles, CA 90012-1514 Re: Irrevocable Letter of Credit Number 3091293 The Vail Corporation Dear Mr. Banuelos, We are returning the Amendment Tracer for the above mentioned letter. If you have any questions do not hesitate to contact George Ruther, Director of Comrnunity Development, 970-479-2145. Sincerely, lz;~1110aA-~~-Pi-,•~„~~'~'~'~_. - a, Lynne Campbell Office Manager Enclosure RECYCLED PMER BankofiAmerica BANK OF AMERICA - CONFIDENTIAL PAGE: 1 LOS ANGELES STANDBY DATE: JANUARY 12, 2009 TRADE OPERATIONS CA9-705-07-05 OUR LC NUMBER: 3091293 1000 W. TEMPLE STREET YOUR REFERENCE: LOS ANGELES CA 90012-1514 AMENDMENT TRACER 2ND TRACER APPLICANT THE VAIL CORPORATION 390 INTERLOCKEN CRESCENT SUITE 1000 BROOMFIELD, CO 80021 BENEFICIARY IMPORTANT! TOWN OF VAIL PLEASE MENTION OUR REFERENCE 75 S. FRONTAGE ROAD NUMBER IN ALL CORRESPONDENCE. VAIL, CO 81657 ON DECEMBER 11, 2008 THE ABOVE LETTER OF CREDIT WAS AMENDED, SUBJECT TO ACCEPTANCE BY THE BENEFICIARY. TO DATE, WE HAVE NO RECORD OF HAVING RECEIVED A REPLY. PLEASE REVIEW YOUR RECORDS AND ADVISE US ACCORDINGLY. YOUR RESPONSE MAY BE INDICATED BELOW AND THIS FORM MAY BE RETURNED TO US. VERY TRULY YOURS, V BENEFICIARY ACCEPTED AMENDMENT BENEFICIARY REFUSED AMENDMENT DATE ACCEPTED I Z"J 09 ADVISING BANK S IGN HERE PRINTED NAME TITLE 'C)iQq ,srr33:~Q pF C~Y'Y1rY~tli..t~ ~1~~-~~~YY1Gs•l'f" PHONE NUMBER 910 • 1-{-]Q - Z I'"I 'fj ORIGINAL 05-17-1486B 07-2000 m THE ARRABEI,I.E - AT VAIL SQUARE July l, 2009 BY EMAIL AND OVERNIGHT DELIVERY Town of Vail 75 South Frontage Road Vail, Colorado 81657 Attention: Director of Community Development Re: Developer Improvement Agreement, dated as of December 20, 2007, by and between Arrabelle at Vail Square, LLC ("Developer"), the Town of Vail (the "Town") and Bank of America (the `Bank"), as amended by that certain First Amendment to Developer lmprovement Agreement, dated as of December 13, 2008, by and between Developer and the Town (as amended, the "Agreement") Dear George: In accordance with the terms of the Agreement, Developer agreed to complete certain improvements on or before July 2, 2009 (collectively, the "Remaining Improvements"). Except for the attachment of the Kiosk fire pit gas line, Developer anticipates that all Remaining Improvements will be compYete by August 3, 2009 and requests that the Completion Date in the Agreement be extended to August 3, 2009. In accordance with recent discussions, the Kiosk fire pit gas line is no longer required to be completed by Developer, as Developer intends to remove the Kiosk fire pit. Please confirm your agreement with the terms set forth in this letter by signing at the place indicated below. Thank you for all your assistance. If you have any questions or need any additional information please do not hesitate to contact us. Capitalized terms not otherwise defined in this letter shall have the meanings ascribed to them in the Agreement. Sincerely, Arrabelle at Vail Square, LLC By: Vail Resorts Development Company its Managing Member Keith Fernandez President and COO-VRDC ACKNOWLEDGED & AGREED: TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado By: .0 - - v Name: Title: Date: D'1 D i ~ TOWN OF VAI~ ` Department of Community Development 75 South Frontage Road [/ail, Colorado 81657 970-479-2138 FAX 970-479 2452 www. vailgov. com October 2, 2009 Manuel Banuelos Bank of America, N.A. 1000 W. Temple Street 7tn Floor, CA9-705-07-05 Los Angeles, CA 90012-1514 Re: Irrevocable Letter of Credit Number 3091293 The Vail Corporation Dear Mr. Banuelos, The above mentioned letter of credit has been released the original letter is enclosed. If you have any questions please call George Ruther, Community Development Director, for the Town of Vail at 970-479-2145. Sincerely, a Lynne Campbell Office Manager Enclosure RECYCLED PAPER BankofAonerica I NOTICE C~~ ~ON-EXTENSION BANK OF AMERICA - CONFIDENTIAL PAGE: 1 LOS ANGELES STANDBY TRADE OPERATIONS CA9-705-07-05 1000 W. TEMPLE STREET SEPTEMBER 16, 2009 LOS ANGELES CA 90012-1514 IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3091293 BENEFICIARY APPLICANT TOWN OF VAIL THE VAIL CORPORATION 75 S. FRONTAGE ROAD 390 INTERLOCKEN CRESCENT VAIL, CO 81657 SUITE 1000 BROOMFIELD, CO 80021 PLEASE BE INFORMED THAT, IN ACCORDANCE WITH THE TERMS OF THE ABOVE LETTER OF CREDIT NO. 3091293 WE HAVE ELECTED NOT TO EXTEND THE CREDIT, AND CONSEQUENTLY, THE CREDIT WILL ULTIMATELY EXPIRE ON DECEMBER 13, 2009. IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS NOTIFICATION, PLEASE CALL 1-800-541-6096 OPT 1. BANK OF AMERICA, N.A. AU ORIZED SI(WATUFM JO ANN HASEG7SEP AWA 1,-. TOWN OF VA1L ORIGINAL 05-17-I486B 07-7000 *VK" TOWN . Dtpartment of Community Development 75 South Frontage Road Yail, Colorado 81657 . 970479 2138 FAX 970-4791452 www.vailgov.com October 21, 2009 Rose Agustin Bank of America, N.A. . 1000 W. Temple Street 70 Floor, CA9-705-07-05 Los Angeles, CA 90012-7514 Re: Irrevocable Letter of Credit Number 3091293 The Vail Corporation Dear Ms. Agustin, After checking our files I see I did miss incorporating the original letter and the notice of non extension. At this time I have no more original IettePs of credit. Please contact me directly if you have any questions. Sincerely, LA 44it ; Lynne Campbell Office Manager Enclosures ~ eecrccEn MnFa BankofAmerica I BANK OF AMERICA - CONFIDENTIAL PAGE: 1 DATE: DECEMBER 11, 2008 AMENDMENT TO IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3091293 AMENDMENT NUMBER 1 ISSUING BANK BANK OF AMERICA, N.A. 1000 W. TEMPLE STREET 7TH FLOOR, CA9-705-07-05 LOS ANGELES, CA 90012-1514 BENEFICIARY APPLICANT TOWN OF VAIL THE VAIL CORPORATION 75 S. FRONTAGE ROAD 390 INTERLOCKEN CRESCENT VAIL, CO 81657 SUITE 1000 BROOMFIELD, CO 80021 THIS AMENDMENT IS TO BE CONSIDERED AN INTEGRAL PART OF THE ABOVE CREDIT AND MUST BE ATTACHED THERETO. THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS: THE AMOLTNT OF THIS CREDIT HAS BEEN DECREASED BY USD 3,638,586.75 THE AGGREGATE AMOUNT OF THE CREDIT IS NOW USD 445,156.25 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. THIS AMENDMENT WILL BECOME EFFECTIVE UPON OUR RECEIPT OF THE BENEFICIARY'S WRITTEN ADVICE OF CONSENT PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNOR OF THE BENEFICIARY, SENT TO US ATTENTION OF STEVEN Q SAN . IF THE BENEFICIARY CHOOSES, THEY MAY SIGN AND RETURN THE ATTACHED COPY INDICATING THEIR CONSENT OR REJECTION. IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS AMENDMENT, PLEASE CALL 1-800-541-6096 OPT l. UTHOR ED SIGNATURE AMENDMENT ACCEPTED AMENDMENT REFUSED DATE ORIGINAL 05-17-1486B 07-2000 QankofAmerica .I BANK OF AMERICA - CONFIDENTIAL PAGE: 2 SIGNATURE PRINTED NAME TITLE PHONE NUMBER THIS DOCUMENT CONSISTS OF 2 PAGE(S). ORIGINAL 05-17-1486B 07-2000