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HomeMy WebLinkAbout0000 Catkin Drive - Landscaping - 4/9/1999CM3 Vermont National Bank City of South Burlington 575 Dorset St. South Burlington, Vermont 05403 Re: MBL Associates, LLC Dear Sir/Madam: April 6, 1999 Irrevocable Letter of Credit #99-2105 We hereby authorize you to draw on Vermont National Bank, for the account of MBL Associates, LLC of South Burlington, Vermont to an aggregate amount of Twelve Thousand Seven Hundred Fifty Dollars and 00/100ths. ($12,750.00) U.S. Currency, available by your sight draft. This Letter of Credit is valid until April 6, 2002. All drafts must bear the following clause: "Drawn as per contract between MBL Associates, LLC and City of South Burlington under Vermont National Bank Letter of Credit #99-2105" for street trees to Catkin Drive, South Burlington, VT. The drafts presented for payment under this Letter of Credit must be accompanied by a letter from an authorized agent of City of South Burlington (Municipality) stating that the Municipality has given, MBL Associates, LLC (Developer) written notice of default of its performance requirements under an agreement between the Municipality and the Developer, and that said notice was delivered to the Developer at least 60 days in advance of.the draft(s). Documents must be delivered to the Vermont National Bank. P.O. Box 1308, Burlington, Vermont 05402; drafts must be drawn and negotiated no later than April 6, 2002. Unless otherwise expressly stated, this credit is subject to the Uniform Customs & Practices for Commercial Documentary credits fixed by the International Chamber of Commerce (1993 Revision), ICC Publication No. 500, and is governed by the Uniform Commercial Code of Vermont, as from time to time amended. Post -it' Fax Note 7671 Date �� # of To Pages �N1; I���� �V From. r %I Phone # I Fax P.O. Box 804, Brattleboro, VT 05302 802.257.7151 0xy Printed an recycled paper Page 2 City of South Burlington 575 Dorset St. South Burlington, Vermont 05403 #99-2105 We hereby agree with the drawers and bona fide holders of drafts under and in compliance with the terms of this credit that such drafts will be duly honored on due presentation of the drawee. S UBD N I S I ON L E TT E R O F C RED = T AGREEMENT THIS AGREEMENT, executed in triplicate between ��� d!�✓/ of �� �,s�,c, Zic S h reinafter referred to as "DEVELOPER", 7,�1c/ �_, << <.,, f of c �z� hereinafter referred to as ""Bank", and — ✓ ��� hereinafter referred to as "MUNICIPALITY". W I T N E S S E T H: WHEREAS, Developer has received final subdivision approval from the MUNICIPALITY'S Planning Commission for the development of a subdivision consisting of l(/ lots with related improvements, in a development to be known as;�� as depicted on and in accordance with the specifications as set forth on Sheet 0 on the final pla plan entitled If ", dated �'- 2-2 ') prepared by rr'2 ! Ti E'2r as recorded in Book pages of the Land Records of the 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 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 final plat and related documents: 2. The Developer shall complete the improvements set forth in Paragraph 1 no later than Aj :3 r — c1c 1 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 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 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. 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 ayment 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 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 the 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 canceled, 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. 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 15. This Agreement shall be binding on all parties hereto and their respective heirs, executors, administrators, successors and assigns. Daed at /fie _ jar Vermont, thisC� day of r> , 199j IN THE PRESENC F- By: ( ) Duly Authorized Agent (DEVELOPER) D ted111)Uji,,z6j& , 1 IN PRESENCE OF: Vermont, this,day of Duly Autho ized "" D (BANK) Dated t �� , Vermont, this day of /�/ 19 IN PRES NCE OF: 4440'4�"' — C 1- � �u 4-- t By: Duly Authorized Agent (MUNICIPALITY) 4