HomeMy WebLinkAbout0264 Quarry Hill Road - Landscaping - 3/7/2012MEMORANDUM
TO: Donna Kinville, City Clerk / Treasurer or
FROM: Raymond J. Belair, Administrative Officer
DATE: April 10, 2012
SUBJECT: Release of Escrow — 264 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-10-92
The original amount of the surety was: $ 26,770
The surety is presently: $ 26,770
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.sburl.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, VT, 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 Development
Review Board for the development of a subdivision consisting of
[one of 48 of lots in a subdivision] lots with related
improvements, in a development to be known as "Quarry Hill
Subdivision", as depicted on and in accordance with the
specifications as set forth on the final plat entitled ""Quarry
Hill Subdivision, Quarry Hill Rd So Burl. Vt by Button Land
Surveyors PC", dated 02 25 2003, last revised 12 04 10, prepared
by Button Land Surveyors PC, and recorded in 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 overall",
dated 10 25 07, last revised 5 31 11, 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. landscaping for Building A on Quarry Hill Lot #1
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per 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 87,169 for three building/or each
building equals $29,0333 DEVELOPER has caused the BANK
to issue its Irrevocable Letter of Credit in favor of
the MUNICIPALITY in the amount of said $29,033, 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 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
I
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
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 Nine Thousand Thirty Three Dollars,
($29,033) 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
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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.
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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.
DATED at , Vermont, this day of
2012.
IN THE PRESENCE OF: CUPOLA GOLF COURSE, INC.
By:
Witness D 1y4Authorize-iT t
IN THE PRESENCE OF -
By:
t ss
IN THE PRESENCE OF:
Witness
Authorized Agent
CITY OF SOUTH BURLINGTON
By:
Duly Authorized Agent
5
IRREVOCABLE STANDBY LETTER OF CREDIT
Letter of Credit Number: 3610000193
Amount: U.S. $ 29,033.00 (twenty nine thousand and thirty three dollars and zero cents U.S. DOLLARS)
This Letter of Credit is issued on March 7, 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. 3610000193 dated March 7, 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 3/7/2012 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 March 7, 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/4XXCARO LA000000O0000624032030612N Wolters Kluwer Financial Services 01996, 2012 Bankers SystemsT" Page 1
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ISSUER:
Union Bank
By
Michael Curtis, Vice President
Date 3'7- d0!2-
Cupola Golf Course Inc
Standby Letter Of Credit
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April 10, 2012
Ralph DesLauriers, Jr.
Cupola Golf Course, Inc.
360 Spear Street
So. Burlington, VT 05403
Re: Authorization for Release of Escrow Account — 264 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 $26,770.
Should you have any questions, please feel free to contact us.
Sincerely,
i;naMe
City Clerk/ Treasurer
575 Dorset Street South Burlington, VT 05403 tel 802,846.4106 fax 802.846.4101 www.sburl.com