HomeMy WebLinkAbout0000 Sommerfield Avenue - Infrastructure - 8/19/2013PeopleQited
%Z-��Bank
International Trade Finance Operations
T: 203-338-3223 F: 203-338-5417
LETTER OF CREDIT NO. ISSUE DATE EXPIRY DATE
SB-1906 November 4, 2013 January 11, 2015
City of South Burlington
Attn: Ray Belair
575 Dorset Street
South Burlington, VT 05403
Sir/Madam,
On the instructions and for account of Dorset Street Associates, LLC, 44 Park
Street, Essex Junction, VT 05452 we hereby establish our Clean, Irrevocable,
Standby Letter of Credit No. SB-1906, in your favor, available by your draft
drawn on us at sight, for a sum not exceeding the total amount Two Hundred One
Thousand Six Hundred Twenty Eight and 00/100 (U.S. Dollars $201,628.00)
Partial Drawings are permitted. All bank charges and commissions incurred in
this transaction are for account of the applicant. Any funds drawn hereunder and
not eventually applied by you in reimbursement of loss incurred by you will be
repaid to us by you.
Draft(s) drawn under this Letter of Credit must bear on their face the clause
"Drawn under People's United Bank Credit No. SB-1906 dated November 4, 2013".
We engage with you that draft(s) drawn under and in compliance with the terms
and conditions of this credit will be duly honored upon presentation and
delivery of documents, as specified, to the address below, ATTN: International
Trade Finance Operations 5-287, on or before January 11, 2015 which is the
expiration date of this Letter of Credit.
Please Note: In the event this Letter of Credit is no longer required, or is to
be cancelled prior to the present or future expiration date, it must be returned
along with any amendments thereto, to this office for cancellation.
Except so far as otherwise expressly stated, this credit is subject to the
"Uniform Customs and Practice for Documentary Credits (2007 Revision), ICC
Publication No. 600."
Very truly y urs,
People's Unyed Ban
thorizled SicWat
850 Main Street, Bridgeport, Connecticut 06604
peoples.com
GEN-7 OW7
Oct 17 13 11:46a JC Antone & Company, Inc (802) 868-7877 p.2
I�IWJW
567 Middle Road, Swanron, VT OS488 Phone/Fax: (802) 868-7877
October 17, 2013
Mr. Alan Bartlett
Dorset Street Associates
44 Park Street
Essex Jct., VT 05452
Re: Estimate to Complete Construction of Sommerfield Avenue
Dear Al,
Below please find a breakdown of construction costs to complete Sornmerfield Avenue at the Cider
Mill in South Burlington.
Sommerfield Avenue — 0+00 — 7+00
o Install top coat of asphalt
Sommerfield Avenue — 7+00 — 17+94
$13,728.00
❑ Complete roadway including curb, sidewalk and asphalt
$142,000.00
❑ Supply and installation of street lights
$14,000.00
❑ Supply and installation of street trees
$11,900-00
❑ Final cleanup, topsoil, seed and mulch within right-of-way
$20,000.00
Total Cost to Complete Sommerfield Avenue $201,628.00
If you have any questions, please do not hesitate to call.
Sincerely,
Daniel V. Rexford, L.
J.C. Antone & Company, Inc.
C'.'3CAh-rONEUoW2012-01 MARTLETT•$OMMERFIELD-COST-TO•COMPLETE-100913.doc
9
SUBDIVISION
LETTER OF CREDIT AGREEMENT
THIS AGREEMENT, executed in triplicate between Dorset Street
Associates, LLC, hereinafter referred to as DEVELOPER, Peoples
United Bank, hereinafter referred to as BANK, and the City of
South Burlington, herein after referred to as MUNICIPALITY.
WITNESSETH:
WHEREAS DEVELOPER h e ived final plat approval No.
O `� dated from the MUNICIPALITY'S
Development Review Board Vo4 the development of a subdivision
consisting of 59 single-family lots and 90 single family units
with related improvements, in a development to be known as "Cider
Mill", as depicted on and in accordance with the specifications
as set forth on the final plat entitled "Cider Mill Overall
Subdivision Plat", dated 4-23-2003, last revised 10-10-2012,
prepared by Butto Professional Land Surveyors, and recorded at
Map Slide of the Land Records of the City of
South Burliffton.4
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 construction as depicted and in accordance
with the Final Plat (herein referred to as the
Improvements):
a. Sommerfield Drive Sta 0+00 to 17+94
2. DEVELOPER shall replace or repair any defective or
improper work or materials which may be identified as
such by the MUNICIPALITY within two (2) years after
acceptance of the improvements set forth in Paragraph 1
by the MUNICIPALITY (hereinafter the "Warranty
Period"). For the purpose of this Agreement
"acceptance" shall be deemed to have occurred when the
MUNICIPALITY's legislative body has voted to accept
ownership of all the improvements required by this
Agreement and applicable deeds of conveyance have been
recorded in the Land Records of the City of South
Burlington.
3. Upon "acceptance," the CITY shall provide DEVELOPER and
BANK written notice of acceptance.
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. Upon "acceptance," as defined above in Paragraph 2, the
sum required to secure DEVELOPER=s obligations under
`this Agreement shall be reduced to $ 65,866[100 of
original amount secured by Letter of Credit] and the
BANK may reduce the amount of the Letter of Credit by
$592,795[900 of original amount secured by Letter of
Credit]. Nothing herein shall relieve the DEVELOPER
from the obligation to pay any additional costs, if
actual costs exceed the amount secured by the Letter of
Credit, after the time of acceptance. Following the
reduction contemplated in this paragraph 5, the sum of
$65,866[100 of original amount secured by Letter of
Credit] shall remain secured by the Letter of Credit
until completion of the Warranty Period set forth in
Paragraph 2 or until Bank is instructed, in writing, by
MUNICIPLITY to disburse some or all of that sum to
MUNICIPLITY, pursuant to Paragraph 6, below.
6. 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.
7. 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.
8. The DEVELOPER and MUNICIPALITY hereby agree that the
sum of two hundred one thousand, six hundred and twenty
eight one dollars ($201,628) 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
acceptance.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. Upon request of DEVELOPER, but only at the sole
I
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.
15. The BANK may not modify the Letter of Credit without
first receiving written consent to the modification by
the MUNICIPALITY.
16. 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.
17. This agreement shall be binding on all parties hereto
and their respective heirs, executers, administrators,
successors, and assigns.
DATED at �SSejc �_ , Vermont, this 19 day of
20 13 .
IN THE PRESENCE OF: Dorset Street Associates,LLC
4 By: ��,�/�
Wi ness Duly Authorized Agent
IN THE PRESENCE OF: �Aoples United
By:
t e s s nuly Authorized Ag nt
IN T PRE CE CITY OF SOUTH BURLINGTON
h
By:
A 6,L,, 0 a,0-
Atness y Authorized Agent