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ORIGI ftiv IRREVOCABLE LETTER OF CREDIT FORMAT
Legal Description: Tract B, Front Door Lot
Address: Chalet Unit 13, 151 Vail Lane, Vail, Colorado 81657
Developer: The Vail Corporation d /b /a Vail Associates, Inc.
Project Number: 1>,,e, VU(n - 0000
Permit Number:
Improvement Completion Date: I OLIO &4F_
Letter of Credit Expiration Date: , 46
DEVELOPER IMPROVEMENT AGREEMENT
THIS DEVELOPER IMPROVEMENT AGREEMENT (this "Agreement ") is made and
entered into this .� day of C. 2009, by and among The Vail Corporation d /b /a
Vail Associates, Inc. a Colorado corporation (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 Chalet Unit 13, 151 Vail Lane, Vail, Colorado 81657, Tract B, Front Door Lot,
wishes to enter into this Agreement; and
WHEREAS, the Developer is obligated to provide security or collateral sufficient in the
judgement of the Town to make reasonable provisions for completion of certain improvements in
accordance with that certain Front Door Development Agreement dated July 18, 2006 by and
between the Developer and the Town (the "Front Door Development Agreement "), and the
approved plans and specifications filed in the office of the Community Development Department
of the Town of Vail; and
WHEREAS, the Developer wishes to provide security to guarantee performance of this
Agreement, including completion of all improvements referred to in this Agreement (the
"Improvements "), by means of the following:
The Developer agrees to establish an irrevocable letter of credit # _�6°11L in the amount
of $888,000.00 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:
Improvements.
(a) Public Art Pursuant to Section 6 of the Front Door Development Agreement,
Developer was to provide $1,000,000 in public art in conjunction with the development of the
Front Door project. As of the date of this Agreement, Developer has provided $762,000 in public
art in conjunction with the development of the Front Door project. Developer shall furnish the
Town with security in the amount of $238,000 which represents the costs for completing the
remaining public art. Developer agrees to complete the remaining public art by November 15,
2009.
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(b) " Check Point Charlie " . Pursuant to Section 4 of the Front Door Development
Agreement, the Town's Planning and Environmental Commission ( "PEC ") is to determine the
most suitable location for the "Check Point Charlie Facility" allowing the Town to regulate
vehicular access from Vail Road and Willow Circle to Willow Bridge Road and Gore Creek Drive.
As of the date of this Agreement, the PEC has not made this determination so that Developer can
construct, or cause to be constructed, the new Check Point Charlie Facility in conjunction with the
development of the Front Door Project. Developer shall furnish the Town with security in the
amount of $625,000 for its obligation to construct the Check Point Charlie Facility under the Front
Door Development Agreement. Developer will proceed in the ordinary course of business to
complete, or cause to be completed, the Check Point Charlie Facility following the making of the
requisite determination by PEC. The Town agrees that the determination by PEC shall be made
by April 7, 2009. If the determination is not made by this date, the Town shall authorize a partial
release of the security provided to the Town in the amount secured by this subsection (b). Such
partial release of the security shall not constitute a release of Developer from its obligations under
Section 4 of the Front Door Development Agreement. However, the Town acknowledges that the
delay in construction of the Check Point Charlie Facility, due to the delay in the requisite PEC
determination, shall not affect any certificates of occupancy associated with the Front Door
project whether already received by Developer or yet to be received.
(c) One Vail Place Condominium Unit M -1 . During the course of the development
of the Front Door project, the southwestern portion of the exterior wall of condominium unit M -1
located within what is commonly known as "One Vail Place" has not been built to Town code.
Developer shall furnish the Town with security in the amount of $25,000 which represents the
costs of rebuilding such wall to code. Developer agrees to complete the rebuilding of the exterior
wall of condominium unit M -1 by November 15, 2009. The parties hereto acknowledge that the
obligation created by this subsection (c) is not contemplated within the Front Door Development
Agreement as part of a condition of approval of the Front Door project or for the obtainment of
any certificates of occupancy for the Front Door project. Therefore, such obligation, and the
related security, shall not affect any certificates of occupancy associated with the Front Door
project whether already received by Developer, or yet to be received, but shall be included in the
letter of credit provided for in this Agreement.
2. Developer Commitment. The Developer agrees, at its sole cost and expense, to
furnish all equipment and materials necessary to perform and complete all Improvements. The
Developer agrees to complete, or cause to be complete, all improvements referred to in this
Agreement, unless such obligation is otherwise released as provided for in this Agreement. The
Developer shall complete, in a good workmanlike manner, all Improvements, in accordance with
all approved plans and specifications filed in the office of the Community Development
Department of the Town of Vail, and to do all work incidental thereto according to and in
compliance with the following:
(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 respective interest may appear, and shall not be deemed complete until
approved and accepted as completed by the Community Development
Department and Public Works Department of the Town of Vail.
3. Letter of Credit. To secure and guarantee performance of the obligations as set
forth herein, the Developer agrees to provide security as follows:
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Irrevocable letter of credit # in the amount of $888,000.00 with
Bank of America set to expire on the day of ,, J
2010 (not to expire less than 30 days after the date set forth in Oaragraph 1 of this
Agreement) as the security for the - completion of all Improvements, in the event
there is an uncured default under this Agreement by the Developer.
4. Substitution. The Developer may at any time substitute the security originally set
forth above for another form of security or collateral acceptable to the Town to guarantee the
faithful completion of those improvements referred to in this Agreement and the performance of
the terms of this Agreement. Such acceptance by the Town of alternative security or collateral
shall be at the Town's sole discretion.
5. Liability. The Town shall not, nor shall any officer or employee thereof, be liable or
responsible for any accident, loss or damage happening or occurring to the work specified in this
Agreement prior to the completion and acceptance of the same, nor shall the Town, nor any
officer or employee thereof, be liable for any persons or property injured by reason of the nature
of said work, but all of said liabilities shall and are hereby assumed by the Developer unless
caused by the negligence or willful misconduct of the Town, its officers, agents, or employees.
The Developer hereby agrees to indemnify and hold harmless the Town, and any of its
officers, agents and employees against any losses, claims, damages, or liabilities to which the
Town or any of its officers, agents or employees may become subject to, insofar as any such
losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based
upon any performance by the Developer hereunder; and the Developer shall reimburse the Town
for any and all legal or other expenses reasonably incurred by the Town in connection with
investigating or defending any such loss, claim, damage, liability or action. This indemnity
provision shall be in addition to any other liability which the Developer my have.
6. Partial Release. It is mutually agreed that the Developer may apply for and the
Town may authorize a partial release of the security provided to the Town for each category of
improvement at such time as such Improvements are constructed in compliance with all plans
and specifications as referenced hereunder and accepted by the Town. Under no condition shall
the dollar amount of the security provided to the Town be reduced below the dollar amount
necessary to complete all uncompleted Improvements.
7. Notice /Cure /Self Help. If the Town determines, at its sole discretion, that any of
the Improvements are not constructed in compliance with the approved plans and specifications
filed in the office of the Community Development Department of the Town of Vail or not accepted by
the Town as complete on or before the date set forth in Paragraph 1 of this Agreement, the Town
may, but shall not be required to, draw upon the security referred to in this 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.
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If the costs of completing the uncompleted Improvements (as determined by Developer
and the Town) exceed the dollar amount of the security provided to the Town, the excess,
together with interest at 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.
8. Warranty. The Developer shall warranty the work and materials of all
Improvements located on Town property or within a Town right -of -way, pursuant to Chapter 8 -3,
of the Vail Town Code, for a period of two years after the Town's acceptance of said
improvements.
9. Assignment. The parties hereto mutually agree that this Agreement may be
amended from time to time, provided that such amendments be in writing and executed by all
parties hereto.
Dated the day and year first above written.
Deve oper
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The foregoing Developer Improvement Agreement was acknokyledged before me this
r' _ Day of A21 L 20a by Kei -_
Witness my hand and official seal.
My commission expires / – /o6/ - 2 o/.3
GUN/V��
N ��gRy�y Notary Public
• •o
S� • • A (JB�.�.�• •• Q P Approved a, i m:
TF OF CO
Name:
Date:
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E N,� N - — -, N —... 4 �
J
STATE OF COLORADO )
)ss.
COUNTY OF EAGLE )
The foregoing Developer Improvement Agreement was acknowled ed before me this
Day of 20 U1 by c
Witness my hand and official seal.
My commission expires:
Notary Public
o E
Np-r
:A
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14 -Apr -2009 04:17 PM Bank of America 213. 240.3251
Bank of America
.�
BANK OF AMERICA - CONFIDENTIAL
DATE: APRIL 14, 2009
IRREVOCABLE STAM33Y LE7.'TE2 OF CREDIT NUMBER: 3099252
PAGE 1
ISSUING BANK
BANK OF AMERICA, N.A.
1000 W. TEMPLE STREET
7TH FLOOR, CAB 705 - 07 - 05
LOS ANGELES, CA 90012 -1514
BENEFICIARY
TOWN OF VAIL
75 S. FRONTAGE ROAD
VAIL, CO 81657
APPLICANT
THE VAIL CORPORATION
DBA VAIL ASSOCIATES, INC.
390 INTERLOCKSs GRSSCBNT, STE 1000
BROOMFIELD, CO 80021
AMOUNT
NOT EXCEEDING USD 888,000.00
NOT EXCEEDING EIGHT HUNDRED EIGHTY EIGHT THOUSAND AND 00/100 US DOLLARS
EXPIRATXON
APRIL 10, 2010 AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FA'V'OR OUR IRREVOCABLE STANDBY LETTER OF
CRMIT NUMBER 3099252 WHICH IS AVAILABLE WITH BANK OF AMERICA, N.A.
BY PAYMENT AGAINST PRESENTATION OF THE ORIGINAL OF THIS LETTER OF
CREDIT AND ANY AMEtMMENT6, AND YOUR DRAFTS AT SIGHT DRAWN ON BANK OF
AMERICA, N.A., ACCOMPANIED BY THE DOCUMENTS DETAILED BELOW:
SENEFICIARY SIGNED STATEMENT STATING AS FOLLOWS:
1. "THERE HAS BEEN A BREACE OR DEFAULT BY THE] V AIL CORPORATION DBA
VAIL ASSOCIATES, INC., UNDER THE DEVELOPER IMPROVEMENT AGRRRMSNT
DATED AS OF APRIL 13, 2009 BY AND BETWEEN THE TOWN OF VAIL AND THE
VAIL CORPORATION DBA VAIL ASSOCIATES, INC., AND SUCH BREACH OR
DEFAULT HAS NOT BEEN CURED AS PROVIDED THEREIN,AND
2. THE AMOUNT DRAWN I5 REQUIRED TO REMEDY SUCH BREACH OR DEFAULT, AND
3, SUCH DRAW IS THE TOWN OF VAILIS SOLB AND EXCLUSIVE REMEDY FOR SUCH
BREACH OR DEFAULT AND WILL BE A.PPLIBD IN ACCORDANCE WITH THE TERMS OF
THE DEVELOPER Ib1PROVEMEIrl AGREEMENT."
PARTIAL T7RAWINGS AND MULTIPLE PRESENTATIONS ARE PERMITTED.
ALL DRAFT(S) MUST STATE "DRAWN UNDER BANK OP AMERICA, N.A., STAM13Y
LETTER OF CREDIT NUMBER 3099252 DATED APRIL 14, 2009 ".
DRAFT(S) AND DOCUMENTS MUST BE PRESENTED TO OUR OFFICES AT BANK OF
AMERICA, N.A., 1000 WEST TEMPLE STREET, 7TH FLOOR, LOS ANGELES,
ORIGINAL
213
0,b17.14e11 (174000
14 -hpr -2309 3417 PM Bank of America 213. 240.3251
Bankof America
BANK OF AMERICA - CONFIDENTIAL PAGE! 2
THIS IS AN INTEGRAL PART OP' LETTER OF CREDIT NUMBER: 3099252
CALIFORNIA 90012 -1514, MAIL CODE: CA9-- 705.07 -05, ATTN: STANDBY LETTER
OF CREDIT DEPARTMENT.
WE HBREBY ENGAGE WITH THE BMYXCIARY THAT DRAFT(S) DRAWN UNDER AND
IN COMPLIANCE WITH THE TERMS OF THXS LETTER OF CREDIT WILL BE DULY
HONORED UPON PRESENTATION, AS SPECIFIED HEREIN,
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS CREDIT IS ISSUED
SU'B0'ECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL
CHAMBER OF COMMERCE, PUBLICATION NO. 590.
Z:F YOU REQUIRE ANY ASSISTAN'CE OR HAVE ANY QUESTIONS REGMMINGI THIS
TRANSACTION, PLEASE CALL 1-800.541 -6096 OPT 1.
AUTHO ZED SIGNA E
THXS DbCUMENT CONSISTS OF 2 PAGE(9).
ORIGINAL
3i3
0 6 17.14mb 07 -aw
From the desk of:
Jarvie Worcester
Director of Development
VAIL RESORTS DEVELOPMENT COMPANY
1625 Airport Road / PO Box 1058
Breckenridge, CO 80424
(970) 496.5636 Direct
(970) 547.3596 Fax
DATE: 4/16/09
To: George Ruther
Town of Vail
75 South Frontage Road
Vail, CO 81657
RE: FRONT DOOR LOC AGREEMENT
VAILRESORTS®
L)L-VELOPMENT COMPANY
TRANSMITTAL
FIRM: Town of Vail, Comm. Dev.
PHONE: 970.479.2145
Copy To: Matt Mire, Town Attorney
For Your Review /Comment
J Please Sign and Return
J Regarding Our Discussion
J Call to Advise J For Your Information /File
X - For Your Signature and file
J Please Distribute J Other:
George,
Please find enclosed:
• The executed LOC Agreement for the outstanding work related to the Front Door project,
specifically; 1) Check Point Charlie 2) Art in Public Places and 3) The south wall of 1 Vail Place
remodal.
Upon receipt of this document, please confirm that VRDC has fulfilled the outstanding Security
requirements necessary for the Final C of O's for Buildings A, B, C, D, E (all Chalet except #13). Please also
confirm that this LOC allows for the signoff of the Chalet #13 TCO which is undergoing inspections this
week.
Additionally please let me know when the ToV has signed this agreement so I can pick up a copy for our
records.
If you have any questions, please don't hesitate to call me on my cell phone at 970.470.0627
Best,
:
Jarvie
NOTICE OF CONFIDENTIALITY
The documents and information accompanying this transmittal is intended for the use of the individual or the entity to whom it is addressed and is confidential and
privileged, and may constitute inside infonnation. If you are not the intended recipient, or the employee or agent responsible for delivering this transmittal to the
intended recipient, you are hereby notified that any unauthorized use, disclosure, copying, dissemination, any of use the infonnation or any actions taken hasLd on
the information contained within this transmission is strictly prohibited, and may be unlawful. If you receive this transmission in error, please immediately notify
the sender at the phone number listed above and destroy this transmittal and the accompanying pages. Thank you
Page 1 of 1
S. "Jarvie" Worcester
From: S. "Jarvie" Worcester
Sent: Monday, October 06, 2008 3:17 PM
To: George Ruther
Subject: Front Door Lunch Tomorrow
Hey George,` � ��Jb �� (,.., OC_ t�k.. - l�'F
A c ple talking points for our lunch tomorrow:
1. Wildflower Alley l.�t�e4
2. Check Point Charlie I �R � � -t^� oC� - I - -TWo
3. Art in Public Places S
4. Public Improvement Letter of Credit
5. Signoff Letter
6. ERWSD Private Line p{L
7. VMC Weather Vane
See you tomorrow,
l 0 V%A
Jarvie
Jarvie Worcester
Vail Resorts Development Company
1625 Airport Road, 2nd Floor (Fedex /UPS)
PO Box 1058, BK 22(USPS)
Breckenridge, CO 80424
970.496.5636(t)
970.470.0627 (c)
www.vrdc. com
VAILRESORTSc
EXTRAORDINARY RESORTS • EXCEPTIONAL EXPERIENCESTM
Clow. 0LXr
I f90 d1 lo
10/06/2008
(08/25/2009) Lynne Campbell - Re: One Vail Place South Wall / Front Door AIPP Page 1
From:
George Ruther
To:
S. Jarvie Worcester
Date:
8/3/2009 11:28 AM
Subject:
Re: One Vail Place South Wall / Front Door AIPP
CC: Lynne Campbell
Good Morning Jarvie-
Thanks for following up on these matters. I will start the process of releasing the letters of credit on you
behalf.
Thanks again for all your help....
George Ruther, AICP
Director of Community Development
Town of Vail
75 South Frontage Road
Vail, Colorado 81658
(970) 479 -2145 (o)
(970) 479 -2452 (f)
(970) 376 -2675 (c)
>>> "S. "Jarvie" Worcester" < SWorcesterCa vailresorts.com 7/29/2009 3:58 PM >>>
Hello George,
As a follow up to your conversation last week, the south wall at the One Vail Place building has been
rebuilt out of metal studs to comply with code. As you are aware that fulfills $20k of the current letter of
credit we have up with the town of Vail. (Thank you again for your understanding on this matter!)
Additionally, we also have under contract and a unanimous approval by the AIPP committee, for the
remaining art for the project. This as you are aware fulfills $261k of the current letter of credit we have
up with the town of Vail. $90k of this art is in place the remainder will be installed this fall /winter.
Thanks
Jarvie
Jarvie Worcester
Vail Resorts Development Company
970.496.5636(o)
970.470.0627 (c)
< http: / /www.snow.com
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OVAIRL
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TOWN
Department of Community Development
75 South Frontage Road
Vail, Colorado 81657
970- 479 -2138
FAX 970- 479 -2452
www.vailgov.com
April 12, 2010
Ms. Stella Rosales
Bank of America, N.A.
1000 W. Temple Street
7` Floor, CA9- 705 -07 -05
Los Angeles, CA 90012 -1514
Re: Letter of Credit Number 3099252
The Vail Corporation dba Vail Associates, Inc
Dear Ms. Rosales:
The above mentioned letter of credit has been released as work has been completed.
The original document is enclosed. If you have any questions please call George
Ruther, Director of Community Development for the Town of Vail at 970 - 479 -2145.
Sincerely,
bk--O�
Lynne Campbell
Office Manager
Enclosure
% 41k ,j RECYCLED PAPER