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HomeMy WebLinkAbout1404 Hinesburg Road - Landscaping - 6/14/2011soutwIntrillIgton PLANNING & ZONING MEMORANDUM TO: Donna Kinville, City Clerk / Treasurer FROM: Raymond J. Belair, Administrative Officer DATE: June 6, 2011 SUBJECT: Reduction of Letter of Credit # 2010-10 The applicant's request for the reduction of the above -listed has been reviewed for the following project. Summerfield #SD-09-32 The original amount of the surety was: $ 344,900 The surety is presently: $ 49,902.50 Based on our analysis, the applicant has qualified for a reduction to in the amount of the public infrastructure surety to: $ 34,490 Please complete and sign the enclosed form authorizing the financial institution to reduce the Letter of Credit to the amount listed therein. 575 Dorset Street South Burlington, VT 05403 tel 802.846.4106 fax 802.846,4101 www.sburl.com yes PEOPLES TRUST UST COMPANY � P.O. Box 320 • St. Albans • Vermont 05478-0320 Fri 7 www.peoplestrustcompany.com (800) 479-2196 Date 06-14-11 City of South Burlington iKE: irrevocable Stand-by Letter of Credit #2011-9 Buckthorn Group, LLC To Whom It May Concern: We hereby establish our Irrevocable Stand-by Letter of Credit in your favor for the account. of Buckthorn Group, LLC up to an aggregate amount of $34,490.00 available by your draft or drafts on us at sight accompanied by a signed statement that these funds are due you under the terms of your agreement with Buckthorn Group, LLC. All drafts must be marked under Letter of Credit #2011-9 valid 06/ 14/ 11 through 06/ 15/ 14. We engage with you that all drafts drawn under and in compliance with the terms and conditions of the credit will be duly honored on delivery of documents as specified if presented at this office on or before 06/15/14. The original of this Irrevocable Stand-by Letter of Credit must accompany drawings presented to us hereunder. Except so far as otherwise expressly stated, this credit is subject to the "Uniform Customs and Practice for Documentary credits (1993 Revision), International Chamber of Commerce Publication #500." Verytruly urs, ureen T�f Sr.Vice es dent r /jp south�_ VERPAONT June 6, 2011 John O'Brien Buckthorn Group, LLC 839 Oak Hill Road Williston, VT 05495 Re: authorization for reduction of Irrevocable Stand-by Letter of Credit # 2010-10 Dear Mr. O'Brien Please be advised that the City of South Burlington hereby authorizes a reduction in the amount of the above -listed Letter of Credit required for public infrastructure improvements. The Letter of Credit was established in the amount of $344,900 with Peoples Trust Company and can now be reduced to $34,490. Please send the updated Letter of Credit to the City of South Burlington. Should you have any questions, please feel free to contact us. Sincerely, Donna Kinville City Clerk/ Treasurer 575 Dorset Street South Burlington, VT 05403 tel 802.846.4106 fax 802.846.4101 www.sburl.corn Page 1 of 1 ray From: Justin Rabidoux Sent: Monday, June 06, 2011 12:48 PM To: ray Subject: RE: Wildflower Drive Ray, That's OK with me. From: ray Sent: Monday, June 06, 2011 10:11 AM To: Justin Rabidoux Subject: Wildflower Drive Hi Justin, have received a request to reduce the Letter of Credit for the construction of Wildflower Dr. to 10% of the original amount. They have just installed the final coat of pavement and will have to wait a year before we can accept the street. Do you have a problem with reducing the amount to the 10 % amount? Thanks. 6/6/2011 Buckthorn Group 839 Oak Hill Road, Williston, VT 05495 (802) 878-6022 • fax (802) 878-6022 iohn—ob@myfairpoint.net • cathy—ob@myfairpoint.net May 27, 2011 Ray Belair City of South Burlington Planning and Zoning 575 Dorset Street South Burlington, VT 05403 RE: Summerfield Subdivision, 1404 Hinesburg Road, South Burlington Dear Ray: PIease consider this a formal request to commence the release the Line of Credit that is being held in lieu of completion of Wildflower Drive and its associated improvements from the Buckthorn Group LLC to the City of South Burlington. It is also my understanding that the warranty clock will also now commence. Can you please clarify that? The topcoat of the roadway was installed today and the shoulders will be completed within a day or two. You will be receiving three complete sets of construction as-builts directly from Krebs & Lansing Consulting Engineers. Also, please indicate to me what other engineering documents, as well as legal documents will be needed to complete this. If there are any legal documents to complete I will have David Cassier send you drafts for your review. Thank you for your attention, please call me if you have any questions. Since ,r Join O'Brien PEOPLES TRUST COMPANY „., P.O. Box 320 • St. Albans • Vermont 05478-0320 www.peoplestrustcompany.com (800) 479-2196 Date 09-29-10 City of South Burlington RE: Irrevocable Stand-by Letter of Credit #2010-10 Buckthorn Group, LLC To Whom It May Concern: We hereby establish our Irrevocable Stand-by Letter of Credit in your favor for the account of Buckthorn Group, LLC up to an aggregate amount of $49,902.50 available by your draft or drafts on us at sight accompanied by a signed statement that these funds are due you under the terms of your agreement with Buckthorn Group, LLC. All drafts must be marked under Letter of Credit # 2010-10 valid 09/29/2010 through 10/29/2011. We engage with you that all drafts drawn under and in compliance with the terms and conditions of the credit will be duly honored on delivery of documents as specified if presented at this office on or before 10/29/2011. The original of this Irrevocable Stand-by Letter of Credit must accompany drawings presented to us hereunder. Except so far as otherwise expressly stated, this credit is subject to the "Uniform Customs and Practice for Documentary credits (1993 Revision), International Chamber of Commerce Publication #500." Very truly yours, Thomas J. Galla g her / Vice President /jp 11 4 southburli.ngton PLANNING & ZONING September 21, 2010 Buckthorn Group, LLC John R. & Catherine L. O'Brien 839 Oak Hill Road Williston, VT 05495 Re: Irrevocable Stand-by Letter of Credit #2009-11 Reduction Dear Mr. & Mrs. O'Brien: Please be advised that the City of South Burlington hereby authorizes the reduction of the above referenced Letter of Credit from $344,900 to $49,902.50. Please submit a new Letter of Credit which reflects the reduced amount. Should you require further information, please let me know. Sincere ymond J. Belair ministrative Officer 575 Dorset Street South Burlington, VT 05403 tel 802.846.4106 fax 802.846.4101 www.sburi.com KREBS & LANSING Consulting Engineers, Inc. 164 Main Street, Suite 201 Telephone (802) 878-0375 Colchester, VT 05446 September 16, 2010 Paul Conner City Planner City of South Burlington 575 Dorset Street South Burlington, VT 05403 RE: Summerfield — #SD-09-23 (Wildflower Drive) Request for Reduction in Letter of Credit Dear Paul, Telephone (802) 878-0375 Fax(802)878-9618 We have observed the construction of road and infrastructure improvements Wildflower Drive at Summerfield With the exception of minor punch list items, we feel the construction to date has been in conformance with the City of South Burlington Development Specification and permit conditions. On behalf of our clients we have prepared the following itemization of value for work completed in the amount of $327,775.00. We are requesting that you allow a reduction in the letter of credit for 90% of the value of the work completed to date. This will result in the letter of credit being reduced from $344,900.00 to $49,902.50. Work Completed to Date at Summerfield Item Quantity Unit Cost Total Cost Value of Remaining Value of Work Work Quantity Completed Remaining Road/Parkin 30" 704.05 Crushed Gravel GY 2000 24.00 48,000.00 0 48,000.00 0 4" Pavement tons 520 75.00 39,000.00 195 24,375.00 14625 6" 703.03 Sand CY 400 10.00 4,000.00 0 4,000.00 0 Ground Stabilization Fabric SY 2400 1.00 2,400.00 0 2,400.00 0 Cut Excavation CY 1600 4.50 7,200.00 0 7,200.00 0 Remove Excess Cut CY 600 12.50 7,500.00 200 5,000.00 2500 Underdrain LF 2070 14.00 28,980.00 0 28,980.00 0 Porous Asphalt Sidewalk SF 3750 10.00 37,500.00 0 37,500.00 0 Storm HDPE Pipe LF 735 24 17640 0 17,640.00 0 CBs/Mhs 6 2400 14400 0 14,400.00 0 Footing drain LF 240 12 2880 0 2,880.00 0 End Sections 13 200 2600 0 2,600.00 0 Pond Excavation CY 800 7.5 6000 0 6,000.00 0 Paul Conner September 16, 2010 Page Two Water 8" D.I. LF 700 35 24500 0 24,500.00 0 3/4" k copper LF 350 15 5250 0 5,250.00 0 Tap & Valve 1 4000 4000 0 4,000.00 0 Gate Valves 2 1000 2000 0 2,000.00 0 Hydrant assembly 2 2900 5800 0 5,800.00 0 Thrust blocks 4 75 300 0 300.00 0 Water shutoffs 9 150 1350 0 1,350.00 0 Sanitary 8" PVC SDR 35 LF 930 25 23250 0 23,250.00 0 4" PVC SDR 35 LF 400 16 6400 0 6,400.00 0 Mhs 6 2500 15000 0 15,000.00 0 0.00 0 Electric 0.00 0 Conduit LF 560 10 5600 0 5,600.00 0 Transformer 2 1000 2000 0 2,000.00 0 Gas Line LF 920 5 4600 0 4,600.00 0 Other Erosion Control LS 1 7500 7500 0 7,500.00 0 Clear & Grub acres 1.5 7500 11250 0 11,250.00 0 Rough Grading acre 1.5 2000 3000 0 3,000.00 0 Final Shaping LS 1 5000 5000 0 5,000.00 0 TOTALS: 344,900.00 327,775.00 17,125.00 Calculation of Amount Requested for Reduced Letter of Credit 90% of Value of Units Completed = (.90) (327,775.00) = $294,997.50 Value of Reduced Letter of Credit = Original Value minus 90% of Units Completed to date = $344,900.00 - $294,997.50 = $49,902.50 Please contact us at your earliest convenience if you have questions or comments regarding this matter. Best Regards, Scott Homsted, P.E. swh cc: Patrick O'Brien Cathy & John O'Brien Credit reduction 9-15-10.doc PEOPLES TRUST COMPANY P.O. Box 320 • St. Albans • Vermont 05478-0320 www.peoplestrustcompany.com (800) 479-2196 October 29, 2009 City of South Burlington RE: Irrevocable Stand-by Letter of Credit #2009-11 Buckthorn Group, LLC John R & Catherine L O'Brien To Whom It May Concern: We hereby establish our Irrevocable Stand-by Letter of Credit in your favor for the account of Buckthorn Group, LLC up to an aggregate amount of $344,900.00 available by your draft or drafts on us at sight accompanied by a signed statement that these funds are due you under the terms of your agreement with Buckthorn Group, LLC. All drafts must be marked under Letter of Credit #2009-11 valid 10/29/2009 through 10/29/2011. We engage with you that all drafts drawn under and in compliance with the terms and conditions of the credit will be duly honored on delivery of documents as specified if presented at this office on or before 10/29/2011. The original of this Irrevocable Stand-by Letter of Credit must accompany drawings presented to us hereunder. Except so far as otherwise expressly stated, this credit is subject to the "Uniform Customs and Practice for Documentary credits (1993 Revision), International Chamber of Commerce Publication #500." Very truly yours, atherine Reighley for Thomas Gallagher Commercial Lender /pb SUBDIVISION LETTER OF CREDIT AGREEMENT THIS AGREEMENT, executed in triplicate between %/�e d t k4Av,^v of hereinafter referred to as "DEVELOPER", ' o OF.5/ /Vbo/s- hereinafter referred to as aB NK", and jAe C� �� S�n1,15 �.✓ "MUN CIALITY". hereinafter referred to as WITNESSETH: WHEREAS, Developer has received final subdivision approval from the MUNICIPALITY'S Development Review Board for the development of a subdivision consisting of lots with related improvements, in a development to by known as ", as depicted on and in accordance with the specifications as set forth on sheets L' - 1 Fl.fo�til� C-11 i ; 4 �e�, ., ►P� 1 S_; �'PLAI , 1�1\o : kAA - U . ", dated 1-7-oq prepared by cc 6s ' `„>> I."% , as recorded in Book pages of the Land Recor s of t e City of South Burlington; WHEREAS, DEVELOPER is required by said approval, at its own expense, to complete the construction of the development site in accordance with the plan approved by the Development Review Board; WHEREAS, the parties to the Agreement wish to establish a mechanism to secure the obligations of the DEVELOPER for the work as set forth above; and WHEREAS, the BANK executes this Agreement solely in the capacity of issuer of a Letter of Credit hereinafter specified; NOW, THEREFORE, the parties hereby covenant and agree as follows: 1. DEVELOPER will, at its own expense, complete the following construction as depicted and in accordance with the specifications set forth in said final plat and related documents: t "OA 51orm�a�, , S ivtyi \�s -1- 2. The Developer hall complete the improvements set forth in Paragraph 1 no later than p 3. DEVELOPER shall replace or repair any defective or improper work or materials which may be recognized within one year after completion of the improvements set forth in Paragraph 1. For the purpose of this Agreement "completion" shall be deemed to have occurred when the MUNICIPALITY has inspected and approved the construction of all the improvements required by this Agreement and issued written notice to the DEVELOPER that the construction is complete. 4. For the guarantee of DEVELOPER's performance of all requirements hereunder set forth, DEVELOPER has caused the BANK to issue its Irrevocable Letter of Credit in favor of the MUNICIPALITY, the original of which is attached to the MUNICIPALITY's copy of this Agreement, and a copy of which is attached to the DEVELOPER's copy of this Agreement. During the term of this Agreement, DEVELOPER shall cause the attached Letter of Credit to be renewed at least thirty (30) days before the maturity date thereof. Failure of the DEVELOPER to deliver evidence of such renewal to MUNICIPALITY thirty (30) days prior to the date of expiration of said Letter of Credit shall constitute a default of the terms of this Agreement. 5. Said Irrevocable Letter of Credit provides that the drafts drawn under said credit, must be accompanied by a written statement signed by a duly authorized agent of the MUNICIPALITY, that in the judgement of the MUNICIPALITY, the DEVELOPER is in default under the terms of this Agreement, and that the funds to be drawn by the draft are in payment for, or in anticipation of payment for materials, labor and services required for completion of the improvements identified in Paragraph 1. Payment of each draft will be made at sight when presented to the BANK by the MUNICIPALITY, the payment limited only by the aggregate amounts presented in relationship to the maximum amount of the Letter of Credit. If DEVELOPER shall be in default of the Agreement for seven (7) days because of its failure to provide evidence of renewal of the Letter of Credit, required in paragraph 4 above, the MUNICIPALITY shall notify DEVELOPER by certified mail of said default. DEVELOPER shall then within three (3) business days provide MUNICIPALITY with evidence of said renewal of Letter of Credit or MUNICIPALITY may notify BANK of such default and request payment under said Letter of Credit. �/ Wet ) / /6.. The DEVELOPER/ and MUNICIPALITY hereby agree that the sum of ( )shall be sufficient to secure DEVELOPER's obligations under this Agreement but shall not relieve DEVELOPER from the obligation to pay any additional costs, if actual costs exceed the above -stated cost. -2- 7. The MUNICIPALITY will promptly submit to the DEVELOPER a copy of any draft it submits to the BANK. The consent of the DEVELOPER to payment of said draft by BANK to the MUNICIPALITY under said Letter of Credit shall not be required. 8. The MUNICIPALITY shall not file with the BANK a Statement of Default until ten (10) days after notice has been sent to the DEVELOPER, by certified mail, setting forth its intention to do so. 9. All funds drawn on the BANK by the MUNICIPALITY pursuant to the Letter of Credit shall be used solely by the MUNICIPALITY for the purpose of completing construction of the improvements identified in Paragraph 1. Any work contracted for by the MUNICIPALITY pursuant hereto shall be let on a contractual basis, or on a time and material basis, or shall be performed by the MUNICIPALITY's own work force and equipment, or shall be accomplished in such other manner as in the judgement of the MUNICIPALITY shall accomplish the work more expeditiously and economically. 10. If payments are drawn on the BANK by the MUNICIPALITY pursuant to said Letter of Credit, and it shall later develop that a portion of the monies drawn are in excess of the MUNICIPALITY's needs, any such excess amount shall be refunded by the MUNICIPALITY to the BANK, to be credited by said BANK to the DEVELOPER. 11. This Agreement and said Letter of Credit shall terminate and shall be of no force and effect upon completion of one year warranty period as described in the above Paragraph 3. If the MUNICIPALITY has not delivered any written notice to the DEVELOPER of any defective or improper work or materials in the construction of the improvements within the twelve (12) month period, or if notice has been given and the defective work or materials have been corrected by the DEVELOPER, the MUNICIPALITY shall forthwith notify the BANK in writing that the Letter of Credit may be cancelled, and shall return the original Letter of Credit to the BANK, and both the DEVELOPER and the BANK shall be released from all obligations hereunder and under said Letter of Credit. 12. Upon request of DEVELOPER, but only at the sole discretion of the MUNICIPALITY, the MUNICIPALITY may agree to reduce the amount of said Letter of Credit required hereunder if the MUNICIPALITY believes that the full amount of said Letter of Credit is no longer necessary to protect its interest, and shall notify the BANK in writing of such reduction in the amount of the Letter of Credit. 13. The BANK may not modify the Letter of Credit without first receiving written consent of the MUNICIPALITY. -3- 14. DEVELOPER hereby agrees to indemnify and hold BANK harmless from all claims, causes of action or liability of any kind arising out of this Agreement or the issuance by BANK of this Letter of Credit, including attorney's fees, as long as BANK follows the terms and conditions outlined in said Letter of Credit. 15. This agreement shall be binding on all parties hereto and their respective heirs, executers, administrators, successors, and assigns. Dated at I i Vermont, giis day of 20 IN THE PRESENCE OF: Dated at 54 - A16—s oc-ra6 e"L 2 8 -(G, , 20�. IN THE PRESENCE OF: Y "Z Duly thorized Agent (DEV LOPER) Vermont, this day of Duly Auth ize Agent (BANK) Dated at -�>l &&) �G U , Vermont, this day of l�CT ► , 20 IN THE PRESENCE OF: By: 1ho Duly d Agent (CITY OF SOUTH BURLINGTON) -4- No Text Jrr PEOPLES TRUST COMPANY _r R CO N P.O. Box 320 • St. Albans • Vermont 05478-0320 www.peoplestrustcompany.com (800) 479-2196 CAO�TPJ6 October 29, 2009 City of South Burlington RE: Irrevocable Stand-by Letter of Credit #2009-12 Buckthorn Group, LLC John R & Catherine L O'Brien To Whom It May Concern: We hereby establish our Irrevocable Stand-by Letter of Credit in your favor for the account of Buckthorn Group, LLC up to an aggregate amount of $13,128.00 available by your draft or drafts on us at sight accompanied by a signed statement that these funds are due you under the terms of your agreement with Buckthorn Group, LLC. All drafts must be marked under Letter of Credit #2009-12 valid 10/29/2009 through 10/29/2012. We engage with you that all drafts drawn under and in compliance with the terms and conditions of the credit will be duly honored on delivery of documents as specified if presented at this office on or before 10/29/2012. The original of this Irrevocable Stand-by Letter of Credit must accompany drawings presented to us hereunder. Except so far as otherwise expressly stated, this credit is subject to the "Uniform Customs and Practice for Documentary credits (1993 Revision), International Chamber of Commerce Publication #500." Very truly yours, Thomas J. Gallagher Vice President /pb SUBDIVISION LETTER OF CREDIT AGREEMENT THIS AGREEMENT, executed in triplicate between hereinafter referred to as "DEVELOPER OF <j.,4&s, hereinafter referred to as "BANK", and �r ue%'/, �ti /�.��r r/ 1' , hereinafter referred to as "MUNICI ITY,,. WITNESSETH: WHEREAS, Developer has received final subdivision approval from the MUNICIPALITY'S Development Review Board for the development of a subdivision consisting of =' lots with related improvements, in a developmentf to be known as ", as depicted on and in accordance with the specifications as set forth on sheets , C' 7 41 4 t<- I r- 1->�_j> �n �5 dated 7-7 i v , prepared by s v.. Lle.41 , as recorded in Book pages of the Land Records of t f e City of South Burlington; WHEREAS, DEVELOPER is required by said approval, at its own expense, to complete the construction of the development site in accordance with the plan approved by the Development Review Board; J WHEREAS, the parties to the Agreement wish to establish a mechanism to secure the obligations of the DEVELOPER for the work as set forth above; and WHEREAS, the BANK executes this Agreement solely in the capacity of issuer of a Letter of Credit hereinafter specified; NOW, THEREFORE, the parties hereby covenant and agree as follows: 1. DEVELOPER will, at its own expense, complete the following construction as depicted and in accordance with the specifications set forth in said final plat and related do ments: 2voerr( a--) /V - /,;i -aqr -1- m 2. The Developer shall complete the improvements set forth in Paragraph no later than 3. DEVELOPER shall replace or repair any defective or improper work or materials which may be recognized within one year after completion of the improvements set forth in Paragraph 1. For the purpose of this Agreement "completion" shall be deemed to have occurred when the MUNICIPALITY has inspected and approved the construction of all the improvements required by this Agreement and issued written notice to the DEVELOPER that the construction is complete. 4. For the guarantee of DEVELOPER's performance of all requirements hereunder set forth, DEVELOPER has caused the BANK to issue its Irrevocable Letter of Credit in favor of the MUNICIPALITY, the original of which is attached to the MUNICIPALITY's copy of this Agreement, and a copy of which is attached to the DEVELOPER's copy of this Agreement. During the term of this Agreement, DEVELOPER shall cause the attached Letter of Credit to be renewed at least thirty (30) days before the maturity date thereof. Failure of the DEVELOPER to deliver evidence of such renewal to MUNICIPALITY thirty (30) days prior to the date of expiration of said Letter of Credit shall constitute a default of the terms of this Agreement. 5. Said Irrevocable Letter of Credit provides that the drafts drawn under said credit, must be accompanied by a written statement signed by a duly authorized agent of the MUNICIPALITY, that in the judgement of the MUNICIPALITY, the DEVELOPER is in default under the terms of this Agreement, and that the funds to be drawn by the draft are in payment for, or in anticipation of payment for materials, labor and services required for completion of the improvements identified in Paragraph 1. Payment of each draft will be made at sight when presented to the BANK by the MUNICIPALITY, the payment limited only by the aggregate amounts presented in relationship to the maximum amount of the Letter of Credit. If DEVELOPER shall be in default of the Agreement for seven (7) days because of its failure to provide evidence of renewal of the Letter of Credit, required in paragraph 4 above, the MUNICIPALITY shall notify DEVELOPER by certified mail of said default. DEVELOPER shall then within three (3) business days provide MUNICIPALITY with evidence of said renewal of Letter of Credit or MUNICIPALITY may notify BANK of such default and request payment under said Letter of Credit. 6. The DEVELOPER an UNICIPALITY hereby agree that the sum of '( --1/, `> �j C ) shall be sufficient to secure DEVELOPER's obl gations under this Agreement but shall not relieve DEVELOPER from the obligation to pay any additional costs, if actual costs exceed the above -stated cost. -2- 7. The MUNICIPALITY will promptly submit to the DEVELOPER a copy of any draft it submits to the BANK. The consent of the DEVELOPER to payment of said draft by BANK to the MUNICIPALITY under said Letter of Credit shall not be required. 8. The MUNICIPALITY shall not file with the BANK a Statement of Default until ten (10) days after notice has been sent to the DEVELOPER, by certified mail, setting forth its intention to do so. 9. All funds drawn on the BANK by the MUNICIPALITY pursuant to the Letter of Credit shall be used solely by the MUNICIPALITY for the purpose of completing construction of the improvements identified in Paragraph 1. Any work contracted for by the MUNICIPALITY pursuant hereto shall be let on a contractual basis, or on a time and material basis, or shall be performed by the MUNICIPALITY's own work force and equipment, or shall be accomplished in such other manner as in the judgement of the MUNICIPALITY shall accomplish the work more expeditiously and economically. 10. If payments are drawn on the BANK by the MUNICIPALITY pursuant to said Letter of Credit, and it shall later develop that a portion of the monies drawn are in excess of the MUNICIPALITY's needs, any such excess amount shall be refunded by the MUNICIPALITY to the BANK, to be credited by said BANK to the DEVELOPER. 11. This Agreement and said Letter of Credit shall terminate and shall be of no force and effect upon completion of one year warranty period as described in the above Paragraph 3. If the MUNICIPALITY has not delivered any written notice to the DEVELOPER of any defective or improper work or materials in the construction of the improvements within the twelve (12) month period, or if notice has been given and the defective work or materials have been corrected by the DEVELOPER, the MUNICIPALITY shall forthwith notify the BANK in writing that the Letter of Credit may be cancelled, and shall return the original Letter of Credit to the BANK, and both the DEVELOPER and the BANK shall be released from all obligations hereunder and under said Letter of Credit. 12. Upon request of DEVELOPER, but only at the sole discretion of the MUNICIPALITY, the MUNICIPALITY may agree to reduce the amount of said Letter of Credit required hereunder if the MUNICIPALITY believes that the full amount of said Letter of Credit is no longer necessary to protect its interest, and shall notify the BANK in writing of such reduction in the amount of the Letter of C red it. 13. The BANK may not modify the Letter of Credit without first receiving written consent of the MUNICIPALITY. - 3 - 14. DEVELOPER hereby agrees to indemnify and hold BANK harmless from all claims, causes of action or liability of any kind arising out of this Agreement or the issuance by BANK of this Letter of Credit, including attorney's fees, as long as BANK follows the terms and conditions outlined in said Letter of Credit. 15. This agreement shall be binding on all parties hereto and their respective heirs, executers, administrators, successors, and assigns. Dated at , Vermont, this day of IN THE PRESENCE OF: Dated at 54. A 6, ,. s Vermont, this day of Ucfa b 2 s fC , 20 IN THE PRESENCE OF: Duly Authorized Agent (BANK) Dated at ,1 � �1d &1r( , Vermont, this day of 20 0q. IN THE PRESENCE • By: Duly Authorize gent (CITY OF SOUTH BURLINGTON) -4-