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Home My WebLink About0237 Quarry Hill Road - Landscaping - 2/22/2012API 141", AN&"Wrk4%V PLANNING & ZONING MEMORANDUM TO: Donna Kinville, City Treasurer FROM: Raymond J. Belair, Administrative Officer DATE: February 27, 2012 SIJBJF_CT: Establishment of Letter of Credit Account for Project # SD-07-18 Pursuant to the above -listed approval by the city's Development Review Board (DRB), the applicant has established a Letter of Credit account. The documents have been prepared using legal documents prepared by the City Attorney. The amount included in this Letter of Credit account has been verified and meet the requirements of the DRB decision. The amount of the surety is: $ 29,033. The surety is required to be maintained until: 12-20-14 Please complete and sign the enclosed three -party agreement authorizing the establishment of this Letter of Credit account. 575 Dorset Street South Burlington, VT 05403 tel 802.846.4106 fax 802.846.4101 www.sburl.com ;ti February 27, 2012 Ralph DesLauriers, Jr. Cupola Golf Course, Inc. 360 Spear Street So. Burlington, VT 05403 VERM0NT' Re: Authorization for Release of Escrow Account — 237 Quarry Hill Road Dear Mr. DesLauriers: Please be advised that the City of South Burlington hereby authorizes the release of the above referenced Escrow Account at the Merchants Bank. required for landscaping improvements pursuant to the terms therein. The Escrow was for a total amount of $29,033. 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.sburi.com MEMORANDUM TO: Donna Kinville, City Clerk / Treasurer or FROM: Raymond J. Belair, Administrative Officer DATE: February 27, 2012 SUBJECT: Release of Escrow — 237 Quarry Hill Road The applicant's request for the release of the above -listed has been reviewed for the following project: 32 Unit Multi -family Dwelling #SD-07-18 The original amount of the surety was: $ 29,033 The surety is presently: $ 29,033 The purpose of this release is so that the applicant can substitute this escrow with a Letter of Credit from another bank. Please complete and sign the enclosed form authorizing the financial institution to release the funds in Escrow. 575 Dorset Street South Burlington, VT 05403 tel 802.846.4106 fax 802.846.4101 www.sburi.com SITE PLAN LANDSCAPING ESCROW AGREEMENT THIS AGREEMENT, executed in triplicate between Cupola Golf Course Inc] hereinafter referred to as ADEVELOPER@, [bank=s name M,,;J�.MLLJE92&�, hereinafter referred to as ABANK@, and the City of South Burlington, herein after referred to as AMUNICIPALITY@. WITNESSETH: WHEREAS, DEVELOPER has received final plat approval No. [final plat application number sp-07-10 ] dated [date of DRB decision feb 2 2007 ] from the MUNICIPALITY=s Development Review Board for the development of a subdivision consisting of [ one of #8 of lots in a subdivision] lots with related improvements, in a development to be known as "[name of subdivision Quarry Hill Subdivision ]", as depicted on and in accordance with the specifications as set forth on the final piai. eni.i t1ed "Ll- idi. title, exactly as it appears on the plat]Quarr_y hi11 subdivision quarry Hill Rd So Burl Vt by button land surveyors PC", dated ..--_- f.11 t�i.�J 1. �� %1 �.l l�_tl_ VL. �J LVV.J lU:J i. 1C2v.1.7eU L-L L_ revislojn 12 04 '0 date of plat to be recorded], prepared by [name of preparer] Button Land surveyors PC, and recorded at Map Slide Records cf the City of South Buriirgt_on ([.he "F i real Pla!",y hnr-f,iyn) and as depicted on and in accordance with the specifications as r , i I_ ;�r�F�: r nn the nl_Anl nii;;rrN7 Hi 1 1 Guhrlivisi nn overall •• dated [original date of the plan 10 25 07], last revised [ 5 31 11 last -- -=---- ----- -- ---- i' i an i : r'-ei'aren ny `„am- :r preparer UW 1CY ...:lam j i..11C b i t_Y' i i, Cilt itC 2. e.l:ij 7 vLJ 11i_y\ _L L 1=V, k_{L ic_ii 1 accordance withtheplans approved by the Development Review WHEREAS the parties to the Agreement wish to establish a mechanism to secure the obligations of the DEVELOPER for the work - as set forth below; and WHEREAS, the BANK executes this Agreement solely in the capacity of escrow agent. 1. DEVELOPER will, at its own expense, complete the following installation as depicted and in accordance with the specifications set forth in the Site Plan and related documents: a. [first landscaping item to be completed "all at same time"] b. [second landscaping item to be completed] 2. DEVELOPER shall replace or repair any defective or improper work or materials which may be identified as such by the MUNICIPALITY within three (3) years after completion of the improvements set forth in Paragraph 1 by the MUNICIPALITY (hereinafter the "Warranty Period"). For the purpose of this Agreement "completion" shall be deemed to have occurred when the Municipality has inspected and approved the installation of the Improvements and issued written notice to the Developer that the installation thereof is complete. 3. Upon "completion," the CITY shall provide DEVELOPER and BANK written notice of completion. 4. For the guaranty of DEVELOPER=s performance of all requirements hereinabove set forth, DEVELOPER and BANK agree that cash in the amount of $[original escrow amount 87,169 for three building / or each building equals $29,033. Per building (provided by Administrative Officer) ] shall be held in escrow by the BANK and shall be available for payment to the MUNICIPALITY in accordance with the terms herein set forth. The funds in the escrow account shall riot be diverted, applied, set off or disbursed except in accord with the terms hereof. The MUNICIPALITY shall be the sole beneficiary of the escrow account and s aii have Soic i_,u C,i l,ciw i ii iiC.i ii from the account, in accordance with the terms of this agreement. Nothing herein shall relieve the DEVELOPER arc,,, the ,vb,l : ��j��on tc u. u'di�y ..ul co=� . 44 actual costs exceed the above -stated cost. Nothing herein shall relieve the DEVELOPER from the obligation to n�1: aTiy �._ C1 -tinn�l r =ram amount retained in escrow, after the time of completion. C T47 +7.. .. hrr lAi l"f,y T Tl-A 'T Tmy f .'.i-L. +L. .. PMATT7 -. —1 J-..«....,.J- . _f _ 1_ L ill 11 VJ L _, r r-y i . 1 T i - � e= ,=i jry l f_ f_ i r" —� rIy r r �'� Cl that the DEVELOPER is, in the judgment of MUNICIPALITY, in default under the terms of this Agreement, the BANK shall pay monies from said escrow fund to the MUNICIPALITY, in the amount(s) requisitioned by the MUNICIPALITY to complete the Improvements and satisfy the requirements in this Agreement. 6. The MUNICIPALITY will promptly submit to the DEVELOPER a copy of such statement as it files with the BANK. The consent of the DEVELOPER to payments by the BANK to the MUNICIPALITY shall not be required or solicited. The BANK shall incur no liability to the DEVELOPER on account of making such payment to the MUNICIPALITY, nor shall the BANK be required to inquire into the propriety of any claim by the MUNICIPALITY of default on the part of the DEVELOPER or into the use of such funds by the MUNICIPALITY in completing such Improvements. 7. The MUNICIPALITY shall not file with the BANK a statement of default until ten (10) days after notice has been sent by it to the DEVELOPER by certified mail, return receipt requested, setting forth its intention to do so. 8. All monies released by the BANK to the MUNICIPALITY pursuant to Paragraph 4 shall be used by the MUNICIPALITY solely for the purpose of performing obligations imposed upon the DEVELOPER by that portion of this Agreement upon which the DEVELOPER is then in default. Any work to be performed 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 with its own work force and equipment or shall be accomplished in such a manner as in the judgment of the MUNICIPALITY shall accomplish the work most expeditiously and economically. 9. If monies are released by the BANK to the MUNICIPALITY pursuant to Paragraph 4 and it shall later develop that a portion of the released monies are surplus to the MUNICIPALITY=s needs, any such surplus shall be returned by the MUNICIPALITY to the BANK to be held and distributed by the BANK pursuant to the terms of this Agreement. 10. The BANK shall not refuse or delay to make such payments to the MUNICIPALITY when requested by the MUNICIPALITY by an appropriate statement, and DEVELOPER will not interfere with or hinder such payments by the BANK to the MUNICIPALITY. 11. This Agreement shall terminate and shall be of no force or effect upon performance of all requirements contemplated hereby, and the completion of the Warranty Period set forth in Paragraph 2. 12. This Agreement shall not only be binding upon the parties hereto, but also their respective heirs, executers, administrators, successors, and assigns. 13. In the event that DEVELOPER furnishes MUNICIPALITY with an Irrevocable Letter of Credit, in form and substance satisfactory to MUNICIPALITY, as replacement security for the funds escrowed hereunder, and the MUNICIPALITY concludes that it is beneficial to the MUNICIPALITY to do so, the MUNICIPALITY may release the funds escrowed by this agreement and accept the Letter of Credit, provided the BANK reconfirms, in writing its commitment to the terms and conditions contained herein. 14. BANK as Escrow Agent. (a) As escrow agent hereunder, BANK, acting in such capacity, shall have no duties or responsibilities except for those expressly set forth herein. (b) DEVELOPER shall indemnify and hold harmless BANK against any loss, damage or liability, including, without limitation, attorney=s fees which may be incurred by the BANK in connection with this Agreement, except any such loss, damage or liability incurred by reason of the gross negligence or willful misconduct of BANK. It is further understood by DEVELOPER that if, as the result of any disagreement between it and any other party or adverse demands and claims being made by it or anyone else upon BANK, or if BANK otherwise shall become involved in litigation with respect to this Agreement, DEVELOPER agrees that it shall reimburse BANK on demand for all costs and expenses, including, without limitation, attorney=s fees, it shall incur or be compelled to pay by reason of such dispute or litigation, including reasonable compensation for time expended in connection with any such dispute or litigation. (c) DEVELOPER shall indemnify and hold harmless MUNICIPALITY against any claim, loss, damage or liability, including, without limitation, attorney=s fees which may be incurred by or brought against MUNICIPALITY in connection with this Agreement, except any such loss, damage or liability incurred by reason of the gross negligence or willful misconduct of MUNICIPALITY. (d) BANK, acting as such, shall not be liable to anyone by reason of an error or judgment, a mistake of law or fact, or for any act done or step taken or omitted in good faith, and this provision shall survive the termination of this Agreement. (e) At the time the last of the escrowed funds are released and disbursed by BANK in accordance with this Agreement, BANK shall be discharged from any obligation under this Agreement. (f) In accordance with the provisions above, BANK may rely upon and shall be protected in acting upon any statement, instrument, opinion, notice, request, order, approval or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 15. Substitution or Resignation of BANK. BANK reserves the right to withdraw from this Agreement and cease serving as escrow agent hereunder at any time by giving ten (10) days written notice thereof to the DEVELOPER and MUNICIPALITY. Upon notice of resignation by BANK, DEVELOPER agrees to find within ten (10) days of such notice a replacement escrow agent acceptable to MUNICIPALITY. BANK agrees to deliver the escrowed funds then held by BANK to such replacement escrow holder and notify all parties hereto. BANK shall thereupon be released from any and all responsibility or liability to the parties hereto. If the DEVELOPER fails to appoint a replacement escrow agent within such ten (10) day period, BANK shall petition any court having jurisdiction for the appointment of a successor escrow agent or for instructions as to the disposition of the documents and moneys held by it under this Agreement. In any event such court appoints a successor escrow agent, BANK shall deliver the escrowed funds then held pursuant to this Agreement, and all records and other documents held by it under this Agreement, upon payment of all fees and expense reimbursements due to BANK, to such successor escrow agent and BANK shall thereby be released from any and all responsibility or liability to the parties hereto. Pending such appointment or instructions, BANK shall continue to be bound by the terms of this Agreement. 16. IN WITNESS WHEREOF, and intending to be legally bound, the parties have set their hands and seals hereto as of the date or dates written below. DATED at e /3v/" �, �/"— , Vermont, this` day of 201( . IN THE PRESENCE OF: [DEVELOPER CUPOLA GOLF COURSE INC] By: i ness Dul horized gent IN THE PRESENCE OF: (Ahf2�1'By: W1 s IN ZTHAPRESEOF: t By: Wi n ss SON10-021 5-14-10 FORM LANDSCAPING ESCROW AGR S/14/10 CITY OF SOUTH BURLINGTON L-4?0"-- Duly Authorized Agent WIN MERCHANTS BANK PO BOX 1009 BURLINGTON, VT 05402 DATE OPENED: 6/16/2011 BY EPOND INITIAL DEPOSIT: 29033.00 Primary Owner/Business: HOME TELEPHONE: BUS. TELEPHONE: (802) 846-4105 ID TYPE: BS - ID NUMBER:000000 ID ISSUE: 09/01 /2009 ID ExP: 12/31 /2049 QUALIFILE: EC OCCUPATION: NAICS:921110 Owner/Signer 2: ID TYPE: OT ID NUMBER: 0000 ID ISSUE:03/04/2011 ID ExP: 12/31/2049 QUALIFILE: MUNICIPAL OCCUPATION: OTHER OCCUPATION - 998 Owner/Signer 3: ID TYPE: ID NUMBER: ID ISSUE: ID EXP: QUALIFILE: OCCUPATION: Owner/Signer 4: ID TYPE: ID NUMBER: ID ISSUE: ID ExP: OCCUPATION: Owner/Signer 5: ID TYPE: ID ISSUE: QUALIFILE: OCCUPATION: _ ID NUMBER: ID ExP: BACKUP WITHHOLDING C TIN: 03-6002712 0 TAXPAYER I.D. NUMBER — The Taxpayer Identification Number shown above (TIN) is my correct taxpayer identification number. x❑ BACKUP WITHHOLDING — I am not subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest of dividends, or the Internal Revenue Service has notified me that I am no longer subject to backup withholding. ❑ EXEMPT RECIPIENTS — I am an exempt recipient under the internal revenue service regulations. SIGNATURE: I certify under penalties of perjury the statements check in this section and that I am a U.S. person (including a U.S. Resident alien). X �9 CITY OF SOUTH BURLINGTON ACCOUNT NUMBER: 15124944 ACCOUNT OWNER(S) NAME & ADDRESS CITY OF SOUTH Alternate Address: BURLINGTON 575 DORSET ST SO BURLINGTON, VT 05403 Title Modifier: MERCHANTS BANK ESCROW ACCOUNT TYPE OF ACCOUNT: I] CHECKING ❑ SAVINGS ❑ MONEY MARKET ❑ CERTIFICATE OF DEPOSIT ❑ NOW ❑ MUNI OPERATING CMS ACCT OWNERSHIP OF ACCOUNT — PERSONAL ❑ INDIVIDUAL ❑ OTHER: ❑ JOINT WITH SURVIVORSHIP OWNERSHIP OF ACCOUNT — BUSINESS ❑ SOLE PROPRIETORSHIP Z CORPORATION: El FOR PROFIT ❑ NONPROFIT ❑ PARTNERSHIP ❑ OTHER: NUMBER OF SIGNATURES REQUIRED FOR WITHDRAWAL: 1 SIGNATURE(S) —The undersigned agree to the terms stated on every page of this form and acknowledge ceipt of a completed copy. The undersigned further authorize the financial;5titution to verify credit and employment history and/or have a credit reporting agency prepare a credit report on the undersigned, as individuals. The undersigned also acknowledge the receipt of a copy and agree to the terms of the following disclosure(s): 0 TERMS & CONDITIONS AGREEMENT 0 FUNDS AVAILABILITY (] MISCELLANEOUS DISCLOSURES El TRUTH IN SAVINGS El ELECTRONIC FUNDS TRANSFER B PRIVACY NOTICE (1). [ h(jp-- CITY OF SOUTH BURLINGTON TIN 03-6002712 D.O.B (2): TIN [ ROBERT RUSTEN D.O.B. (3): [ TIN D.O.B (4): [ TIN D.O.B TIN D.O.B c orm south'auKlington PLANNING & ZONING MEMORANDUM TO: Donna Kinville, City Clerk I Treasurer or Bob Rusten, Assistant City Treasurer FROM: Raymond J. Belair, Administrative Officer DATE: SUBJECT: Establishment of Letter of Credit / Escrow Account for Project # [type project number here] Pursuant to the above -listed approval by the city's Development Review Board (DRB), the applicant has established a Letter of Credit or Escrow Account. The documents have been prepared using legal documents prepared by the City Attorney. The amount included in this Letter of Credit or Escrow Account have been verified and meet the requirements of the DRB decision. The amount of the surety is: $ put amount here] `' 7t.',e y�f A)I, k c-X(0_ The surety is required to be maintained until: [Insert date here] This Letter of Credit or Escrow Will expire on [insert date here] and be required to be renewed until the date listed above. a_UYV_2.1 Ka ZO n Please complete and sign the enclosed three -party agreement authorizing the establishment of this Letter of Credit or Escrow Account. 575 Dorset Street South Burlington, VT 05403 tel 802.846.4106 fax 802.846.4101 www.sburi.com SITE PLAN LANDSCAPING LETTER OF CREDIT AGREEMENT THIS AGREEMENT, executed in triplicate between Cupola Golf Course, Inc., hereinafter referred to as DEVELOPER, Union Bank, hereinafter referred to as BANK, and the City of South Burlington, herein after referred to as MUNICIPALITY. WITNESSETH: WHEREAS, DEVELOPER has received final plat approval No. SP- 07-10 dated Feb 2, 2007 from the MUNICIPALITY's Devpl----r} Review Board for the development of a subdivision c [one of 8 of lots in a subdivision] , lots with"rela� improvements, in a development to be known as Quar, Subdivision", as depicted on and in accordance with t7T specifications as set forth on the final plat entit r Hill Subdivision, Cupola Golf Course, Inc. Volume 6 John Larkin, Volume 944, Page 188, Quarry Hill Seni !/ Volume 944, Page 198, Quarry Hill Road, South Burli Button Professional Land Surveyors, PC, dated October 2010, last revised November 16, 2010, prepared by Button Land Surveyors, PC, and recorded at Plat Slide 550, Pages 1 and 2 of the Land Records of the City of South Burlington (the "Final Plat" herein") and as depicted on and in accordance with the specifications as set forth on a site plan entitled "Quarry Hill Subdivision, South Burlington, Vermont, Overall Site Plan" dated 10 25 07, last revised January 13, 2011, prepared by Llewellyn Howley Inc; WHEREAS DEVELOPER is required by said approvals, at its own expense, to complete the construction of the development site in accordance with the plans 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 below; 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 installation as depicted and in accordance with the specifications set forth in the Site Plan and related documents: a. All landscaping plans and specifications listed in Paragraph 2 above. 2. DEVELOPER shall replace or repair any defective or improper work or materials which may be identified as such by the MUNICIPALITY within three (3) years after completion of the improvements set forth in Paragraph 1 by the MUNICIPALITY (hereinafter the `Warranty Period"). For the purpose of this Agreement "completion" shall be deemed to have occurred when the Municipality has inspected and approved the installation of the Improvements and issued written notice to the Developer that the installation thereof is complete. 3. Upon "completion," the CITY shall provide DEVELOPER and BANK written notice of completion. 4. For the guarantee of DEVELOPER's performance of all requirements hereunder set forth, DEVELOPER and BANK agree that the letter of credit in the amount of $[original amount of 87,169 for three building or each building equals $29,033] DEVELOPER has caused the BANK to issue its Irrevocable Letter of Credit in favor of the MUNICIPALITY in the amount of $26,770, 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. S. Said Irrevocable Letter of Credit provides that the drafts drawn under said Letter of Credit must be accompanied by a written statement signed by a duly authorized agent of the MUNICIPALITY, stating that in the judgment of the MUNICIPALITY, the DEVELOPER is in default under the terms of this Agreement, and that the funds to be drawn pursuant to the draft are in payment for, or in anticipation of payment for materials, labor and services required for completion of the Improvements, or the repair or replacement thereof. 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. 6. If DEVELOPER shall be in default of this Agreement for seven (7) days because of its failure to provide 0 evidence of renewal of the Letter of Credit, required in paragraph 4 above, MUNICIPALITY may notify BANK of such default and request payment of the remaining balance available on said Letter of Credit. Such notice shall be provided in accordance with Paragraph 5, above, with the exception that the MUNICIPALITY shall be under no obligation to provide a statement that the funds to be drawn are in payment for, or in anticipation of payment for materials, labor and services required for completion of the Improvements, or the repair or replacement thereof. All funds drawn pursuant to this paragraph shall be held in escrow by the MUNICIPALITY for the remaining duration of this agreement. At the termination of this Agreement, the MUNICIPALITY shall refund all remaining amounts held in escrow, less any funds retained in payment for, or in anticipation of payment for materials, labor and services required for completion of the Improvements, or the repair or replacement thereof. In the event any funds are withheld by MUNICIPALITY, it shall provide DEVELOPER with a written statement stating that the retained funds were retained in payment for, or in anticipation of payment for materials, labor and services required for completion of the Improvements, or the repair or replacement thereof. 7. The DEVELOPER and MUNICIPALITY hereby agree that the sum of Twenty Six Thousand Seven Hundred Seventy Dollars, ($26,770) 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. Nothing herein shall relieve the DEVELOPER from the obligation to pay any additional costs, if actual costs exceed the amount secured by the Irrevocable Letter of Credit, after the time of completion. 8. 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. 9. The MUNICIPALITY shall not file with the BANK a statement of default until ten (10) days after notice has been sent by it to the DEVELOPER by certified mail, return receipt requested, setting forth its intention to do so. 10. 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 or the repair or replacement thereof. 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 MUNICIPALITY shall accomplish the work more expeditiously and economically, consistent with good construction practices. 11. If payments are made by the BANK to the MUNICIPALITY pursuant to said Letter of Credit, and it later develops 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 Letter of Credit. 12. This Agreement and said Letter of Credit shall terminate and shall be of no force and effect upon completion of the Warranty Period described in Paragraph 2, above. If the MUNICIPALITY has not delivered any written notice to the DEVELOPER of any defective or improper work or materials related to the Improvements within the Warranty Period, or if notice has been given and the defective work or materials have been corrected by the DEVELOPER to the reasonable satisfaction of the MUNICIPALITY, 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 the DEVELOPER shall be released from all obligations hereunder. 13. The BANK may not modify the Letter of Credit without first receiving written consent to the modification by 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. 15. This agreement shall be binding on all parties hereto and their respective heirs, executers, administrators, successors, and assigns. 0 2012. DATED at "/�v/"'" , Vermont, this day of IN THE PRESENCE OF: Witness F. IN THE PRESENCE OF: 7 W ess M- CUPOLA GOLF COURSE, INC. Duly A horized Ag t., I �g thorized Agent IN THE PRES E F: CITY OF SOUTH BURLINGTON B r� y: Witness Duly Authorized Agent 5 IRREVOCABLE STANDBY LETTER OF CREDIT Letter of Credit Number: 3610000185 Amount: U.S. $ 26,770.00 (twenty six thousand seven hundred and seventy dollars and zero cents U.S. DOLLARS) This Letter of Credit is issued on February 22, 2012 by Issuer in favor of the Beneficiary for the account of Applicant. The parties' names and their addresses are as follows: APPLICANT: CUPOLA GOLF COURSE INC. Entity Type: Corporation 270 Quarry Hill Road South Burlington, VT 05403 BENEFICIARY: CITY OF SOUTH BURLINGTON Entity Type: Domestic Government Unit 575 Dorset Street South Burlington, VT 05403 ISSUER: UNION BANK 20 Lower Main Street PO Box 667 Morrisville, VT 05661-0667 1. LETTER OF CREDIT. Issuer establishes this Irrevocable Standby Letter of Credit (Letter of Credit) in favor of Beneficiary in the amount indicated above. Beneficiary may draw on this Letter of Credit with a Draft (or Drafts, if the maximum number of drawings is greater than one). Each Draft shall be signed on behalf of Beneficiary and be marked "Drawn under Union Bank Letter of Credit No. 3610000185 dated February 22, 2012." Drafts must be presented at Issuer's address shown above on or before the Expiration Date. The presentation of any Draft shall reduce the Amount available under this Letter of Credit by the amount of the draft. This Letter of Credit sets forth in full the terms of Issuer's obligation to Beneficiary. This obligation cannot be modified by any reference in this Letter of Credit, or any document to which this Letter of Credit may be related. This Letter of Credit expires on the Expiration Date. 2. DRAWINGS. Beneficiary shall be permitted to make multiple drawings on this Letter of Credit. The maximum number of drawings that may be made on this Letter of Credit is Open. "Draft" means a draft drawn at sight. 3. DOCUMENTS. Each Draft must be accompanied by the following, in original and two copies except as stated: A. The original Letter of Credit, together with any amendments. B. A sight draft drawn by Beneficiary on Issuer. C. A signed statement by Beneficiary including the following statement: Developer is in default of the tri-party agreement dated 2/22/2012 under the terms of paragraph 5 of said agreement. Issuer shall be entitled to accept a draft and the documentation described above, as required by the terms of this Letter of Credit, from any person purporting to be an authorized officer or representative of Beneficiary without any obligation or duty on the part of Issuer to verify the identity or authority of the person presenting the draft and such documentation. 4. EXPIRATION DATE. This Letter of Credit expires at the close of business at Issuer's address at 5:OOPM Eastern Time (Time) on February 22, 2015 (Date). Issuer agrees to honor all Drafts presented in strict compliance with the provisions of this Letter of Credit on or before the Expiration Date. 5. NON -TRANSFERABLE. This Letter of Credit is not transferable. 6. APPLICABLE LAW. This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (UCP), or any later version or amendment. This Letter of Credit is also governed by the laws of Vermont, except as those laws conflict with the UCP. Cupola Golf Course Inc Standby Letter Of Credit Initials VT/4XXCAROLA00000000000624033022212N Wolters Kluwer Financial Services 01996, 2012 Bankers SystemsTM Page 1 III II I I III I III'lllll I I 4 I I 4 I I I II3 I II IIIII1IIIII 0 II 0 I 0 IIII 0 IIII' II 8 I II 5 III %I III 8 I I 2 IIII I I0 I I I I 0 IIII 2 I I I I2 I I2 II II II 2 III 0 I I1 III 2 III II ISSUER: Union Bank Date o7 0702 020 ��— Cupola Golf Course Inc Standby Letter Of Credit Initials VT/4XXCAROLA00000000000624033022212N Wolters Kluwer Financial Services ®1996, 2012 Bankers SystemsTM Page 2 IIIIII IIII IIII II III III I I I I I III I II II II IIII I I III I II II I II IIII I II I I III I II (IIII III III I I III II I IIII II III II I III I II II IIII II III II III C A A 1 3 4 4% 3 6 1 0 0 0 0 0 0 1 8 5/ 8 2 3 0 k 0 2/ 2 2/ 2 0 0 1 2