The URL can be used to link to this page

Home My WebLink About0000 Quarry Hill Road - Infrastructure - 12/9/2009Peoples United Bank December 3, 2009 City of South Burlington 5'75 Dorset Street South Burlington, VT 05403 Re: Irrevocable Standby Letter of Credit #1847813 John P. Larkin 410 Shelburne Road South Burlington, VT 05403 Dear Beneficiary: People's United Bank d/b/a Chittenden Bank hereby establishes our Irrevocable Standby Letter of Credit #1847813 in favor of City of South Burlington for the account of John P. Larkin up to an aggregate amount of $73,336.00 available by your draft or drafts on us at sight accompanied by: 1.) the original Letter of Credit and all amendments, if any, 2.) a written statement signed by an authorized officer of Citv_ of South Burlington that these funds are due you under the terms of your agreement with John P. Larkin, accompanied by 3.) a current secretary certificate or resolution from City of South Burlington that the officer is authorized to sign on behalf of City of South Burlington. If your demand represents a partial drawing hereunder, we will endorse the original credit and return same to you for possible future claims. If, however, your demand represents a full drawing, or if such drawing is presented on the day of the relevant expiration date hereof, we will hold the original for our files and remove same from circulation. Peoples United Bank All drafts must be marked under Letter of Credit #1847813. We engage with you that all drafts drawn under and in compliance with the terms and conditions of this credit will be duly honored on delivery of documents as specified if presented at this office on or before December 2, 2013. Except so far as otherwise expressly stated, this credit is subject to the "International Standby Practices ISP 98 (1998 Revision), International Chamber of Commerce Publication #590" Very truly yours, Brian D. Messier Manager of Loan Documentation a SITE PLAN LETTER OF CREDIT AGREEMENT THIS AGREEMENT, executed in triplicate between Jod,v i4-,Icw of tie ':�-"r,.tojcr.y) hereafter referred to as "DEVELOPER", %tti rFwn� it1 of I , hereafter referred to as "BANK", and 4 11 � v sa hereafter referred to as "MUNICIPALITY". WITNESSETH: WHEREAS, DEVELOPER has received site plan approval from the MUNICIPALITY'S Planning Commission for the development of property located at QWAA Vitt(, '�u� , as depicted on a site plan entitled " N . 5J,viS►e ", dated and prep&red by tJ,4)atYy i4yw q 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 Planning Commission; and WHEREAS, the parties to this 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 site plan and related documents: --y� _ _ � 1(-A (' j-t C.� Q b44 T1JN 1,J 2. The DEVELOPER shall complete the improvements set forth in Paragraph 1 no later than kjPl � hem- -3�fZ � >S -'RA rft c, a Gq - Arj 5(CA4 t; ) 3. DEVELOPER shall replace or repair any defective or improper work or materials which may be recognized within three years after completion of the improve- ments 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 dated thereof. Failure of 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 judgment of the MUNICIPALITY, the DEVELOPER is in default under the terms of this Agreement, and the funds drawn by the draft are in payment for, or in anticipation of payment for the 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 and MUNICIPALITY hereby agree that the sum of ( 73o,3_3(p - ) shall be sufficient to secure DEVELOPER's obligations under this Agreement 7. The MUNICIPALITY will promptly submit to the DEVELOPER a copy of any draft it submits 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. -2- 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 MUNCIPALITY 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 judgment of the MUNCIPALITY 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 MUNCIPALITY's needs, any such excess amount shall be refunded by the MUNCIPALITY 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 the three 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 thirty six (36) month period, or if notice has been given and 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 MUNCIPALITY 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. 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. -3- Dated at 50 �7v f�C( �t��;. i , Vermont, this day of i 4A , 200q'. IN THE PRESENCE OF: By: Dul�rlhoriz'ed Agent OPER) Dated at `b ont , this day of !MP&NCE OF: Duly Au orized Agent (BANK) Date at �L//" ,Vermont, this day of � /, j , 20 1 � / , i�%/ -4- - I Loo,� Duly uthorized Agent (MUNICIPALITY)