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HomeMy WebLinkAboutC06-139 (u&-/W' 5 J SCBDlVISION AND OFF-SITE II\WRUVEI\1ENTS AGREEMENT {<'OX HOLLOW PUD (Phase II) .File No. PDF-00094 THIS SUBDIVISION AND OFF-SITE IMPROVEMENTS AGREEMENT ("Agreement") made and entered into thi~ ~ day of April, 2006,by and between the COUNTY OF EAGLE, STATE OF COLORADO, a body corporate and politic, by and through its Board of County Commi,~ioners (hereinafter "County") and Fox Hollow, LLC (hereinafter "Subdivider"). WITNESSETH VvlfEREAS, the Subdivider, as a condition or approval of the Final Plat of the 1<'0" Hollow PLn (hereinafter referred to as "Subdivision"). desires an Agreement as provided for by the Land Use Regulation, of Eagle County, Colorado, 1999, a, amended (hereinafter referred to as "Land Use Regulations") Chapter II, Section 5-280.B.5,e. and C.R.S. *30-28-137; WHEREAS, pursuant to the same authority, the Subdivider i~ obligated to provide se(:urity or collateral sllflkient in the judgment of the County to make reasonable provisions for completion of ~'ertain public improvement, hereinafter des(:ribed CSubdivi~ion Improvements"); oed WHEREAS, pllIsuant to Chapter II, Section 4-620 of the Land U~e Regulations, when a proposed ~ubdivision is located in an area serviced by an exi~ting County road and the County determiTle~ that the traffic geTlerated by such development will result in safety hazard, for vehicle drivers,pedestl'ians and/or adjacent residents, orwiliresultinw bstantiallyincreased maintenance ~'O,ts to the County, tl1e County is empowered to determine tl1e amount or work necessary to bring the afreded County road to a(:ceptable ~tandard~ to provide adequate safe ,ervice to present ownel1S, to the proposed ,ubdivision and to otl1er probable sllbdivision~, and to reqllire the Subdivider to improve its equitable portion of such ro adtoanacceptably~afe condition; and WHEREAS, the County has determined that the traffic which will be generated by the Subdivi~ion, along with other potential subdivision~ in the area, will result in safety ha~,ards and wbstamiallyincreasedmaintenanceeosl~relativetotheoIT_siteroads; and WHEREAS, the Subdivider has agreed to improve the roads to an acceptably safe condition and to accommodate the incremental illcrease in traffic hurd en to the ,aid roads resuhingfromthedevelopmentofthi,Subdivision, bytheellginecring,con~lructionand completion of physical improvements to the said road a~ ~et rorth in this Agreement; and WHEREAS, a~ a further condition of approval of the final plat or this Sllhdivision, the Subdivider is obligated to provide security ulId col!atcral sllfficiemint hejudgmellt of the Coullty to makc reasollable provision for completion of the Sllbdivision Improv ements,illcludinghutnot limited to on~site TOad improvements, referred to herein; and ("013'15^/ WHEREAS, pursuant to Chapter 11, Section 4.620.9 of the Land Use Regulations and c.R.S, 4J.2.147. the Subdivider shall provide access for all 10lS and par cel,itcreateslothestate highway system in conforman<;e with the State Highway Access Code. NOW. THEREFORE, io c<.msideration of the premises and the coveoan!l; and agreements herein cillllained to !J.e k:eptand peIformed hy the parties hereto, it is here byunderstlXldand agreed as follo\vs: 1. SL'BDIVISION IMPROVEMENTS. 1,1 Subdivisioolmvrovements. Subdivision Impl'Ovements are deemed to include all public improvements, including hut not limited to off-,ile improvement, as sel forth in all doeument" construction dra\vings, designs, maps, specilkations, sketehes. cost estimate" and other materials submitted hy the Subdivider prior to or at final plat approval and aeceplance by the County. SuchSnbdivision lmprovemeots shall include roads, utilities and other similar publie improvemenls as specified by the County Engineer. 1.2 SoolJeofWork. The Subdivider hereby agrees, at Its sole cost and expense. lo furnish all nece,sary equipment and material, and to eomplete all Subdivision Improvements as l'eferenced in the atta<:hed Exhibit "A." and that certaio Public lmpl'Ovements Agreemelll (File No. MI-12026) and that Fir,l Amendment to Public lmprovemelllS Agreement as referenced in the attached Exhibit "R," and as set forth in all document!;, construction drawings, desigm, maps, specifications, sketches, andothel' malerials submitted by the Subd ivider prior to or at final plat approval and accepted by the County, and ill aecorJance with all laws 0 ftheL'nitedStatesof Ameri<;a, State of Colorado, Counly of Eagle, and their respective agencies and affected goverlllllentalentities. Su<;hperfonnanceshallincludeacquisitionofallnecessafyrights_of- way. 1.3 Duties of Subdivider. For those Subdivision Improvements required herein, inc1udiog but nOllimited to the rec<.mslruction and physical improvemenl of that porti<.m of any road subject to this Agreement, the Subdivider shall retain an enginee rwhosedutiesshallindude constnJetionstaking, observation ofconstmction forconforrnance to the a pproved plans ,md specifications, and materials sampling, testing and inspection nsing the Colorado Departmeot of Highways 2001 Field Materials Manual as a guide for frequency of sampling and testing. 1.3.1 Constmetion Staking, Where applicable and by way of example only, the followingisahighiightingoftheoollstructionstakingthatv>'illberequil'edoftheSubdivider: a. Roadwav-horizontal and vertical control every SO feet or every 25 feet incritiealareas,specificallyinduding: -slope staking -points of curvature -points of tangency -fillet l'.ulius points -cnlverts , -tram;ition points for super-elevation -finished sub-grade .fillishedgravel b. Water, Sewer. and Other Utilitie~ - horiwmal and vertkal control every 100 feet, or every 50 feet in critical area~, 1.3,2 Testing. Where applicable and by way of example only, the following is a highlighting of the acceptance testing that will be required of the SlI bdivider: a. Utilitv anddrainace culvert trench backfill under roadway pris m~-one density test per 200 CY, of backfill or a minimum of one test per roadway crossing. This will require daily visits to the site by a te~ting laboratory whenutihtie~ord[llinageelIlvertsarebeingbadd'ilJedwithinlheroadway prism. b, Embankments for roadways - one density test per 2,000 c.y, of any additional embankment(s); and one density te~t per 500 COY. when within lOO feet of bridge approaches." c, Finishedsub-grade-onedensitytestper250Iinealfeetofroad\vay. d. Aggregate ha~e COlIne - one in-pla~'C density per 250 lineal feet of ruadway, and gradation and AtterbergLimits test per 2000 tons of aggregate base course. e. Hot Bituminous Pavement. two asphalt content, gradation and in-place density tests per day's production, r. Concrete - ClIrb and Gutter. Sidewalks and Bikepaths - tests for air contenl.slumpandcompre~sivestrengthper50C.Y.ofeoncreteplacedor mioimumofooe set of tests per day. 1.3.3 NotiticationIRoadConstruction. Subdivider or his Eogineer shall norify the Eagle County Engioeer for the purpo~e of arranging an em-site inspectiun no less than torty-eight (48) hours in advance oflhe folJowing stages ufroad constTuction: 1) Finishedsubgrade 2) Finishcd Aggregate Base Course 3) AsphaltPlacemenl. 4) Concrete - Curb and Gutter, Sidewalb and Bikepaths The County Engineer shall make an un-site visit within the torty-eight (48) hOl1T:'; notification period or as shorrly thereafter as rcasonablypossible for the pmpo se of observing proof rolls on items I) and 2) above and tor general ohservatitm of construction methods being employed at these stages. Said on-site inspection by the Eagle County Engineer shall in J10 way abrogate the duties of the Subdivider omlinedelsewhere in this Agreement. The SubdividershaJl provide the proof rolling by arranging fora loaded single unittmck carrying 18,OOOp( lllnds per rear axle. ; 1.3.4 Witnes,i!lg o(Water and Sewer Laterals. ltisessentialthattheend,of Ihese lalerals be witnes,ed by the Subdivider's engineer 10 a minimum of three divergent point, and a permanenl re<:ord made of the ~>ame. Copies of Ihe,e record, are required 10 be fumi,hed to the Eagle Counly Engineer prior 10 commencement of Ihe Iwo year warranty period. In addition to witne<;<;ing of the horizontal location of these laleral"a vertical witness shall be required. Horizontal witnessing shall be to property corner,. firehydranls. manhol eS,andother "pennanent" fealure~. Vertical wilnessing ,hall be ba,ed on depth below ground and elevation ba,ed on a datum used for Ihe ,ubdivi,ion. Ben<:h mark> ,hall be ,hown on wilne,s records. 1.3.5 Test Reoorts. All test reports shall be conseculively numbered. with copies furnished directly to the Eagle County Engineer from the laboratory as they are reported to the Subdivider or its engineer. 1.3.6 As-Buill Drawings of Subdivision Improvements. A,-Built drawings, sealed. signed and dated by a Registered Professional Engineersbo wing Ihe as-con,tTllcted honzontal and veltical locations of Subdivision lmprovemenls shall be submitted to the Eagle Counly Engineer prior to commencement of the two year warranty period. This shall include as- built drawings in an ele<.:tronic format acceptable to the Counly Engmeer. 1.3.7 Affidavit of Monumenlmion. An Affidavit of Monumentation sealed, signed and dmed by a Registered Profe,sional Land Surveyor stating that the subdivision has been monumented in accordance with ~3R-51-105, eR.S., shall be provided to the Eagle County Engineer prior to the acceptance of the Subdivision Improvemenlsby the County. 1.4 ComlJlian<:e with Colorado Department of Highwavs A<:cess Code. Subdivider ,hall provide the Counly with designs in complian<:e with the Colorado Department of Highways A<:cess Code for all road impmvements and shall obtain a bond in the amount required by the Colorado Depaltment of Highways (the "Department"). 1.5 Dme of Completion. All Subdivision Improvemenl, shall be completed prior to Mlty 1,2008. 1.6 AtmrovalandAaeptanceofWork. 1.6.1 Copies of all test result, corresponding to workwhi<:h is being in,pecle d and any other infonnmion which may be necessary to establish the satisfactory completion of the work for which inspe<:tion is requested must be ,ubmitted prior to said inspection. All such informalion shall he accompanied by a Ieller from the Subdivider's eugineer verifying the ,misfactory completion of the work performed to dale. 1.6.2 Notwithstanding Section 1.3.3 above, promptly after receiving a request for inspection and the required documentation, the County Eugineer shall review Ihe informal ion presentedand,ifuecessary. make an on-sill' inspection of the work completed. 1.6.3 All said work shall be done to the reasonable smi,faclion of the Coun ty Engineer and/or the County Depaltment of Community Development, and shall not be deemed complete unlil approved and accepted as complete by theCollnty. , 1.7 Estimated Costs or-Subdivision Imorovements. The estimated cost of the Subdivision Improvements is the sum of$139,976.07, <IS summarized in Exhibit "A." To secure and guarantee pcrformance of its obligations as set forth in lhis Sec tion 1, including the eompletion of the required olT-site improvements, the Subdivider herebyagrcestoprovide security and collateral in the fonn and as set forlh inSedion2,below, In lhe event that the "Phase II" construction docs not commence within two years from the date of this agreement, the attached cost estimate shall expire and a revised eOSl eSlimate sha II be submitted 10 the engineering departmem for approvaL 1 R Common Park and Recreation Areas. Subdivider agrees to submil a Common Open Space, Park and Recreation Area Plan to be approved by the County Department of Community Development prior to approval of final plat. 1.9 LandseaveGuarantee. Subdivider agrees to submit a landscaping plan, prior to approval of final pial. for the subdivision which will comply with Section4<~40, Inslallation and Maintenance Requirements. The Subdivider agrees to abide by the Lllildscape Plan approved by the County Department of ConilllUnity Development. 2. SECURITY and COLLATERAL. 2,1 Collateral. Security and Collateral required in Section L7 herein,as,ecurityfor the perfomlance by Subdivider of its obligations under this Agreement, shall be in the total amount of $139,976.07. Sueh security and collateral shall be in the fonn of a PLAT :iOTE in substantially the folJowing form: Plat Note: Lot 3, Tract A, and Tract B in Fox Hollow PVD shall not be sold, transferred or otherwise conveyed - nor shall any building pennit he issued by Eagle County lor these lots and tracts unlil all of the improvements required under the Subdivisi on Improvement, Agreement recorded at Reception No. ,areeither (aj in place and approved by Eagle COlmty, Or (bj collateralized in the form as described in the Subdivision and Off-Site Improvements Agreement and Land Use Regulations and acceptable to Eagle Counly to secure the performance of the obhgations as described in the Agreement. This Plat Note shall only be rclea.~ed in accordance with the procedures set forth in Eagle County ResolutIon No, 95- 35. Anydocumentarion denoting lherelease of this Plat Note shall bereoo rdedin the Eagle Coullly Clerk and Recorder's Office. 2.2 Parlial Release of CollateraL Subdivider may apply 10 the County for the release of portions of the Collateral based upon work completed in accordance with this Agreement. To make 'mch releases, Subdivider shall requeslthe County Engineer 10 inspect the work in order to verify sari,factory completion in accordaneewith plan, andspeeifical ions in accordance with Section 1.6. , 2.3 Final Release ofCollaterallVv'arnmtv. Within thirty (30) days after Subdivider ha~ completed all of the work required by this Agreement and the work has been approved and a~'cepted hy the County. the entire remaining amount of the Collateral, le~~ an amount equal to ten percent (10%) of the original Collateral. shall be relea.~ed, Subdivider ,hall be re~pollsible for the conditioll of the Subdivision rmprovement~ lOr a period of two (2) yean. after oompletion; this shall be guaranteed either through the retelltion ofCoUateral, a~ set forth above, or Snbdivider may provide a substitute forrn of Collateral as set [orth in Sectioll2.4 hereUlJ(ler. 2.4 Snbstitution of CollateraL The Subdivider may at any time sub,titute the Collateral originally depm.ited with the COUllty herein, for another form of ~'Ollateral acceptable to the COUllty. to guarantee the faithful completioll of the Subdivision Impro vementsreferredtoherein and the performance of the tenns of this Agreement. At the time of substitution of collateraL un inflationary and/or deflationary factor ba,ed upon the Dellver-Boulder, Colorado Consumer Price Index for All Urban Con,umer" All Items (1967:100) publi~hed by the U.S, Bureau of Labor Statistics, 303-837-2467,or, alternatively. anapprovedcon~tructionco,t index, ~hall he used to detennine an adju~ted estimated cost for all Subdivision Improvement~ a~ des~"Iibed herein, and collateral shall be submitted by the Subdivider in accordan cetherewith, 2,5 Draw~, Draw~ against the Collateral shall only be made as directed hy written Resolution of the County, ~tating that there ha, beelllln event of default under thi~ Agreement and that a ~um ,'ertain is required to remedy the default, Any anlOnnt drawn on the Collateral mu~t he applied for the purpo,e of completing the work required by this Agreement and related expenses and co,ts. 2,6 Events of Default, The following events shall be deemed "Events of Defanlt," entitling the County to draw on the Collateral: 2.6.1 If Subdivider has not completed the work reqnired by this Agreement within thirty (30) days prior to the Date of Completion set forth herein, the County may. after ten (to) working days written Notice to Subdivider, draw upon the Collateral an amount sufficient to complete ~aid work and compen,ate the County for its reasonable ,'o~ts and expenses related to ,aid draw. 2,6.2 If the original collateral pre,ented to the COllnty (or ,my extensio llthereof) is due to expire and the work is not yet completed,andSubdividerh as not providedsubstitme collateral or the bank's written extellslon to the original coJ[ateral (as it may have beellpreviously extended), the Connty ~hall draw on the Collateral an-ording to the provision~ ~el forth in thi~ Section 2, It is Suhdivider's responsibility, with or without notice, to ensure that the Collateralisextended,orthatsubstitutecollaterulisprovidedinaform acceptable to the County, at lea.st ten (10) days prior to it.s expiration. If Collateral is neither extended nor substitute collateral provided,in a form acceptable to the Counly, a tlea.stten(lO)days prior tv its expiration, the denlvper shall pay the County an additional $500 (Five bundred dollars) for the additional administrative work required because of the failure 10 extend or substitute collateral in a timely manner as required by thi~ agreement. 2.6.3 rftheCollateralisSllbstitl1ted,a,otherwi~eprovidedherein,thi,Agreement maybe amended or modified in order to set forth ,pe,'ificEvemsofDefa ultdeemedneces,ary, in the Coumy's soledis,'retion,commens\U.atewith the type of ,'olla teralsubstituted. . 2.7 Costs and Exoen:;e:;. Subdivider agrees to pay any cost:; andexpen,e:;, indudinghut not limited tu legal fees. which the County may incur in determining to acccptcullateral, in drawingupontheCollateral,orinaccompli,hinganextensiunufitsexpiration. 2.8 Land,caoc Plan CollateraL 2.8.1 Subdivideragrces to provide collateral in a form acceptallle tu the Cu unty Attomey to ensurc landscaping will be in:;tallcd. Suhdivideragreestoprovidecollateralforno le:;s than onc hundred and twenty-five pcrcent (125%) ufthe estimate d cost of the landscaping improvementsli:;ted inthc Landscape Plan. 2.8.2 A, purtion:; of the landscape impruvement:; are completed, thc Community Development Director:;hall inspcct them. and upon approval and aeccpta nce, ,hall authorize the relea,e ufthe agreed e:;timated cost fur that portion of the improvc ments, except that the ten percent (10%) :;halllle withheld until all propo:;ed improvements are completed and appruved, and an additional twenty-five percent (25%) shall be retained until the improvelIlcntshavebeen maintained in a:;ati:;factory condition lur twu (2) years. 3. TNSURANCE and INDEMNIFICATION. 3.1 Indemnification. Subdivider :;hall indemnify and hold thc Cuunty hilllnle:;s from any and all claim:; made against the County by any contractor, ,uhcontractor, materialmen, employee, independent contractor. agent or representative invo Ivedinthcwurknece:;:;aryto comply with this Agreement, or on account uf any uther claim:; again:;t the Cuunty becausc of the activitie:; conducted in furtherance of the terms of this Agreement. Thi:; indcmnif1catiun and hold harmle:;:; provi,ion shall inc!ude any legal cxpenscs or cost:; incurre d by the County. 3.2 Certificate:;oflll:;urance. TbeSubdividcr,hall:;ccurefromanycontractoror subcontractor engaged in the work nece:;sary to comply with thi, Agreement a Certificate of llI,urance providing for liability protection in the minimum amount of $ISO,OOO per individual and $600,OClOper occurrence. naming the County as an additionally named i n:;ured, The Subdivider, ifit,ervesasthecontraclOrfortheSubdivi,ionImprovements"halI provide insurance in the :;ame lurrn and amounts as required of the general contractur. Said limits :;hall be adjll:;tcd to comply with any changed limit, in the Coluradu Govemmental Jmmunity Act, ThleN,Article IO,ColoradoRcvlsedStatllle,. 3.3 County IlIum No Liallility. The County :;hall not, nor shall any officer or employee thereof. bc liahlc orrcsponsible for any accidenl. loss or damage hap pcning or occurring to the Subdivi:;ionandJorSllbdivi:;ionlmpruvernentsspecifiedinthi:;Agreement pJior to the completionandacceptanceofthesamc:nor,halltheCoumy,noranyofficeroremployee thereof,beliableforanyperson,urprupertyinjurcdordamagedhyrea:;onsofthenatllreofsaid wurk on the Subdivisiun Improvements, hut all of said liabilities :;hall he and are hereby a,MImed by the Sllbdivider. ThCSuhdividerhereby agree:; to indemnify and hold harmless the COlmty and any of its officers, agent:; and employee, against any los:;c:;. c1ai ms.damage:; orliallilities for which the County or any uf it:; officcr:;. agents, or empluyees may become subject to, in:;ol'ar a, any:;uch lossc:;, claims, damage, ur liabilitie:; (or action, inresp ect thereof) arisc out ufor arc based llpon any performance by thc Subdivider hereunder; and the Suhd ivider shall reimburse , theCoulllyroranyandalllegalandotherexpen~esineuITedbytheCou1llYinconne<;tionwith investigating or dcfending any ,uch loss, claim, damage, liability or action. Thisindelllnity provision shall be inaddilion lO any other liabilily which the Subdi vider may have. 4. GENERAL PROVISIONS. The following shall apply to all Subdivision Improvement" including off-site improvement<;, <;etforth iYl thi,Agreelllent: 4.1 ComDliance Wilh Land U,e Regulation<;. The Suhdivider <;hall be required to ohtain all nece<;sary pennit~ and wmply with the provi,ioYls of the Land U,e Regulation" iYlclllding but not limited to the Regulations for Constru<;tion within the Puhlie Way<; of Eagle County (Chapter V), as the same are in effect at the lime of commenCemeTll of con<;truetion of the Subdivi<;ion Illlprovement~ rcferredlo herein. 4.2 Subdivision lmol'Ovemem Agreement Control" In the event of any inconsistency or inwngruity between the provi8ions of thi, Agreement and the Land Use Regulation" the provi<;ions Oflhi,Agreement shall in all re,pects govem and eOlllroL 4.3 Wananties and Guaranlees. There <;hall he a lwo-year correctioYl period, or such longer period a<; may he pre~'--1"ibed by law, from the time of eompletioYl of the Subdivi,ioYl Improvement<; during which time the Suhdivider shall promptly correct or remove and replace, in accordance with the County'<; written iYlstruction<;, defcctive work or material, and con<;eqnence~ thereof. Repair or replacement made under the two-year correction period shall bear an additional one-year correclion period from the acceptance oflhe repa iror the replacement by the Eagle CUlmly EYlgineer. The work ~hall be collateralized dllring the correctioYl period in an amount and lype of collateral a, ,hall he reasonably detenrtined by the County. The work shall heinspected,atthereque,toflheSlIbdividcr; no less than sixty (60) <fu ysprior to expirati<1nof the one-year additional correction period, and any dcficieneie~ shall be noted to the Subdivider. 4.4 AlJlJroval of Final Plat. The COUYlty agree<; to the approval of the final pial of thi, Subdivi,ion, <;ubjecl lOlhe terlll<; and condilioYls ofthi<; AgreemeTlt . 4.5 Final Plat Amendments. Where field change, or other circllm~tances have caused the road,lllililie"orothersubdivi,ionimprovement~toheconstnlctedin localions differelll from those,hown on the apprnved plan"the lfJ<:ation<; of rights-of-way ,easement~,lollines,building envelope" ,elhack lines, or other allributes shown on the Final Plat shall he amended as neces,ary to comply with Final Plat requirements of the Eagle County Land U,e Regulation, 4.6 AmendmeYll and ModifieatioYl. The partie<; hereto mutually agree that this Agreement may be amended or modified from lime to time, provided that ,uch amendment or modification he in writing and,igned hy all panie<; hcrclO. 4,7 Assignabilitv. This Agreement shall he enforceablc again,t the Subdivider, provided, however, that inlhe event the Subdivider <;ell" tmn~fers or as,ign~ all or part of the 'llhjed Subdivi<;ion, theohligations of the Sllhdivider under thi, Agreement as to that portion of the <;ubject SuhdivisioYl may be a%llmed in writing hy the purchaser of the par\:el, and the Subdivider,hallhaveYlofllrtherobligalioYlshereundel'.lti,agreed,however, that no such , assumption of these obJigations shall be effective unless the Count ygivesitsDriorwritten approvallo SlIch assumption following an investigation of the finaJlcial condition of lhe purchaser. The Subdivider shall 1I0totherv..'ise assigll,transfer, cunvey, pledge urOlherwise dispose of this Agrccment withom prior written consent of the County, which consenl shall not heuTlreasonablywithheld. 4.8 Bmdmg ullon Successors This Agreement shall inure to the benefit of and be billding upon the panies hereto, their respeClive successors, and a ssigns. 4,9 Sole Responsibilitv of Suhdivider Prior to CountvAcceotance. It is further agreed and understood thal at all times prior to the completion and acceptance of the off-site Subdivision Improvements set forth herein by the County, ench of said improvements not accepted as complete shall be llllder the sole responsihilityand charge oftheSuhdivider. When it is necessary to allow the general public to uliJizethel'oadways und erconstructiollbythc Subdivider, traffic contl'Ol and warning devices shall be placed up on such roadways by the Subdivider in accordance with the Manual Oll Uniform Traffic Conlrol Devices for Slreets and Highways as prepared by the US Department of Transportation, Federal Highway Administration. 4.10 No Ril'.hts lo Third Parries. This Agrcement does not and shall not be deemed to confer upon or grant to any third pany anyrighl 10 claim damages or to bl' inganylawsuit,aclion orotherproceedingsagain.steithel'lheCountyoritsofficers,employeesoragentsbccauseofany breach hereofor because of any terms, covemmts, agreements or condi lions contained herein. 4,11 Notice, Notice required pursuant 10 the terms of this Agreemenl shall be deemed given on the day that the same is placed in the United States Mail,postag eprepaid,certifiedor registered maiL returnreceipl requested, 4.12 Enforcement and Attorncv Fees. The COllJlty may enforce the provisions of this Agreement in the same manner and with the same remedies applicahle 10 the cnfmcement of land use regulatlons pursuant to the Eagle County Land Use Regulation.s, as they may be amended from lime to time, Or as otherwise provided by law. Alternatively, the terms of this Agreemelll rnay be enforceable by the Board or its designee by any appropriate equitable or legal action, including but not limited to specific performance, mandamus, ahatement, or injunction. The remedies explicitly provided herein are cumulative, and not exclusive, of all olher remedies provided by law. The prevailing pUl1y in any aClion broughl penaining to this Agrccmenl shall be entitled lo an award of costs and reasonable attomey's fees, , IN WITNESS WHEREOF, the parties hereto have executed this A!!feernent the day and year first above "'Titten. COL~TY OF EAGLE, STATE OF COLORADO, By and Thrnugh Its ATTEST: BOARD OF COU!'IoTY CO.'\1MISSIONERS TeakJ.Simontoll, PelCrF_Runyon,Chairman, Clerk to the Board of CoulllyCommissioners FOX HOLLOW.JJ,c 7\ . By ~'f .. " ~ , . ) Name: [el-7v",1 V"~ .-. ,. , /11A'1'" O. Title: 1 i' ...rlo..~",__- , 'I' Address for giving notice: 680W.LionsheadPlace Vail,CO 81657 Telephone: (970)926-0918 Fax: (970)926-0421 STATE OF COLORADO ) )ss: County of EAGLE ) The foregoing was acknowledffd be~re me this 0;:) dayof~Q-.\ .2006, '5W ? lilt by 'In ,f](H:i a.\(/)C'n:)"5 14 of Fox Hollow,LLC. WITNESS my hand and official seaL ....-) My commi,sion expires / . , , \" .' ----- RII(KI ( --:C\?~- L,- ViGIL. . ,,-,- ,,",WM\SIA Fo,H"II"w_PI" NotdJOC ~~_rpUbliC n1o~o,G'cOOj_07 '." ',-_',~"',rl""'c.:! ,}~',oo " 2C-:'~' '" P..kCiviIEr>',/io....ing,'oc. PLC Job No. 1332 PHASE 2. FOX HOLLOW PUBLIC IMPROVEMENTS COST ESTIMATE -= ~ - CO"'lllo!lld ~ - ~JjQn ~ ~ ~ lilruJan'()6 ~ SITE WORK , Mob.izaooo , " $6,000.00 , 6000.00 , , 6,000.00 , E~Contml , " $2,000.00 , 2,000.00 , . , 2,000,00 , Re. eta""n , " $3,000.00 , 3,000.00 , , 3,OOQ.00 ,~, . 4" As h.,l based on .~me"l<<>coon.,_.te"o,1 '" '" , W.OO , 6.574.07 , , 6.574.07 , 9"Roadba~ ""Sedon I'e"'''"tseotion.lterna''' no. , .M W, , 20.00 , 0.3:<0.00 , , 5320.00 , Con"'.l. Sid.....,~ no " , '0.00 , 7,200.00 , , 7,200.00 , C~""'T2SeotionIlB' .<< " , 20.00 , a6aO.00 , , a,aa(l,(l(l . Con,,"t" 'on ", " , 10.00 , 3,160.00 , , 3,160.00 . Sinae MUTCDan(lCDOTSooffi""oon, . ~ , 5OD.00 , 2,000.00 , , 2000.00 C1' pavem.nlM''''inerMUTCD'ndCDOT~;fi''''l<on' , " , 76.00 , 76.00 , , 76.00 ~ IIIKEPATli BikePaIhAs hslt 470'x8'x3_ioch WTON , 5000 , 3,5oo,[I{I , , 3,5[I{I,00 -" BlkePaIha.s.470',,[1',6_1,,"" ," ~ , ~O,OO , 3,140.00 , , 3,140.00 " sToRMO~NAG.ESYSTEMS 1;,tHDPE '00 " , 15,00 , 1,590.00 , , 1.590.00 .. ,2" HOPE FIBted En:I Section . ~ , 100.00 , 400,00 , , .0000 " '8"HDPE 00 " , 25,00 , 1.500.00 , , 1,500.00 '" '8" HDPE Fla,ed End So<lion . ~ , 150.00 , 300,00 , , ~.OO SANITARY SEWER SYSTEMS , " 8"SDR.15PVCS......Main no " , 40.00 , 9,280-00 , , 9.280.00 " 8"COOOPVCSewe.-Ma", " " , 00.00 , 4.150.00 , , 4,150.00 '" Sewe<M.nholes4'.0"I.D. , ~ $3.000.00 , 9000.00 , , 9,000.00 DOMESTICWATERDISTRIBlITIDtll;YSTEMS '" 6" DIP Wals Ma.. '" " , 60.00 $30080.00 , $30,000.00 " B" G.'" Vall'e , ~ $1,300.00 , :/,600.00 , , ~,600.00 " Fi<eH "mIA,,,,,,,, , ~ S4,000.00 , 4.000.00 , , 4000.00 S/lALLOWUTIUTlES " EleolrIcMaioUne""'tofialsfu,nish6d olh." '" ce , 17.00 , 7,225,00 , , 7,225,00 " EI"""',aIT"osformer , ~ $5,000.00 , 5,000.00 , , 5,000.00 " Sh.llowsM.;n:J.4"PVC&1_2"PVC '" ce , 24.00 l10,200.00 , , 510.200.00 " Gaslin" ","cl>&Bacml '" " , '.00 , 3.816.00 , , 3,616.00 TOTAL PHASE 2 $13U7e,01 , $139.976.01 7h"a,ti"",tsoo56donplaosdalod/n_17-06, f'<epa'6dBy ~______ RomooA.B.oylo.i.,P.E, /;;.,," "';;;-... PeakCi\lIIEngin,,"o"9, Ino- {/t;r.~.O..R.~Cf;';;\ .,;' ~~>O/>.,B.qj:,.~--, ,:O'...~<; (O"~-_\ ~U:o ct... 0: : ,'" 38823'" :, :..,'. """,,'''':i ~""b- "..,:2 -I ,t:'.:" ~'~",., ./r::;-'f-..;, ~/Or-JAl~~~Y ~r lI""'Brr // P:'.l300-'~99\n32'<Jocs\Engin."'.E'~m.lew. Camp.ledl"'m. 11 C''-.:3'"> IflllBIIIIlIIIIlHIIUlilll111lillll r:~1~~L roo' J ".""to" [0,10, CO " ~, ... 00,0. PUBLIC IMPROVEMENTS AGREEMENT ,", \V' .1' 1,'1' ' FOX HOLLOW pup GRADING PF.R.V1IT FileNo, MI-12026 6lS PUBLIC IMP DVE NT AGREEMENT ("Agreement") made and entered into this / day of '1 2005, by and between Fox Hollow,LLC, and Woodward COrullTUction, Inc. ercinafter "Developer") and the Board of County Commissionen of the County of Eagle, State of Colorado (hereinafter "County")_ WITNESSETH WHEREAS, the Developer, as a condition of approval of the Fox Hollow PUD Grading Pennit, File Nwnber MI-12026, desires an Agreement as provided for by the Land Use Regulations of Eagle County, Colorado, 1<.1<.19, as amended ("hereinafter referred to as "!.and Use Regulations") Chapter Il, Section 5-250; and WHEREAS, pl.l:CS\JlUltto the same authority, the De~eloper is obligated to provide securityorconateralsllfficientinthejudgmenloftbeCo~ntylolllllkereasonableprovisionslo,. completion of certain public improvemcnlll bercinafterdwcribed as (''Public Improvement'''); ~d WHEREAS, pUl"liuant to Article N, Section 4-610 of the Land Use Regulations, development in the unincorporated areas of Eagle County !lhaI1 be planned and designed,or under the direct supervision ofaProfessional Engineer; and NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained to be kept and performed by the pllrtiell bereto, it is hereby underntood and agreed as follows: 1. PUBLIC IMPROVEMENTS U Public Inmrovements. Public Improvementll are deemed to incl~de all public improvcmentsrelated to this development on and off-site, 12 ScooeofWork.1neDeveJoperherebyagrees,atitssolecostandexpense,to furnish all nec<':ssary equipment and material, and to complete all Public Improvements as referenced in the attached Exhibit "A", and as set forth in all documents, constmction drawings, designs, maps, spe<.-'ifications, ><ketchell, and other materials submilted by the Develop erpriorlo or at gradingpennit approval and accepted by the County, and in accordance withalllawsofthe United States of America, State of Colorado, County of Eagle, and their respectiye agencies and affected g<:lvemmental entities. Sucb perl'onnancc shall include acq~isition of all necessary rights--ot~way. U Duties ofDeveloocr. For those Public bnprovements required herein, including but not limited lothe reconslruction and phY!lioal improvements of that portion of any road , EXHIBIT '[y subject to this Agreement, the Developer shall rnain an engineer whOlse duties sha1lincl ude consln1ction staking, observation Olfconstruction for confOlmaIlce to the approved plans and specifications, and materials sampling, testing and inspection using the Colorado Department of Transportation 2001 field Materials Manual as a guide for frequency of sampling and testing. 1.3.1 Const:rnclioll Stakin~. Where appli<;able and by way of example only, the following is a highligbting ofthe construction staking lhat will be required of the Developer: a. ROladwav-horizontal and vertical oontrol every 50 fect or every 25 feet in critical area~, specifically including: -slope staking _pointsofCUf\lature -pomtsoftangency _fillet radius points -culverts -transitionpolnlllforsuper-elevation -finished sub-grade -finished gravel b, Water. Sewer. and Other Utilitics- horizontal and vcrtkal control every 100 fect, or wcry50 feet in critical areas. 1.3.2 Testine. Where applicable and by way ofexantple only, the following is a highligbtingofthe acceptance testing that wili be required of the Developer: a. Ulilitvanddminaee culvert trench backiill underroadwavnrisms-one density test per 200 C.Y. Olfbacldill or a minimum of one test per roadway crossing. This will require daily visitstOl the site by a testinglaboratOlry when utilities or dntinage culverts EIre being bacldilled within the roadway prism. b, Embankments tbrroadwavs- one dco'itytest per 2,000 C.Y. of any additional embankmentM; and Olne density test per 500 c.Y. when within 100 feet of bridge approa<;hes. c. Finished Sub-Rl"ade-onedensitytestper2501ineal feet of roadway. d, Allllrel!llte base course-one in-place density per 250 lineal feet of road.way,andgradationandArterbergLimitstestper2,OOOtOllSof aggregate base COurse. e. Hot Bituminous Pavement-two asphalt content, gradation and in- placedensitytestsperday'sproouction. I: Concrete - Curb and Gutter. Sidewalb and Bike Path8 - te,ts for air content, slump and oomp=ive strength per 50 c.Y. of concrete placed cr minimum of one set of tests per day. 2 1.3.4 Witnessin2 ofWster and Sewer Later81s. 1t is essenlial that the ends of these]atera\s be witnessed by the Developer's engineer to a minimum of three divergent points and a pennaneul record made of the same. Copicsofthese recordsllJe required to be furnished to the Eagle County Engineer prior to commencement ofthc two year warranty period and the final release of collateral. In addition to witnes,ing of the borizontal location oftheselsternts, a vertical witness shallbere<Juired Horizontal witnessing shall bc to property comen, fire hydrant,., manholes, and other"permanent'. features. Vertical witnessing shall be based on depth below ground ande]evation based on adatum used for the projecl. Benchmarks shall be shown on witness records. 1.3.5 To:lt Reoort.~. All test reports shall be consecutlvely nwnbered, with copies furnished directly to thc Eagle County Engineer from the laboratory lIS they are reported to the Developer or its engineer. U.6 Record Drawinl>S of Public lmnrovemenls. Rccord drawings, sealed, signed and dated by a Regislered PwfessionaJ Engineer showing the as.consll'Ucted horizontal and vertical localions ofPubJic Improvements shall be submitted to the Eagle Coonty Engineer priorto commen<:emeut of the two year warranty period and the final releaseofcoHater.lJ by the County. " ComDliance with Colorodo Denartment ofTransnortation's Slate Hiidtwav Access ~, Developer shall provide the County with designs in compliance with the Colorado Department ofTnmsportation's State Highway Access Code for all road improvements. ]5 Dale of Com Diet ion. All Public Improvement. shall be ccmpleted prior to FebrusryI,2006. ]6 AnDToval and ACOOIllanceofWork. 1.6.1 Copiesofull test rcsults corresponding to work which is being inspected and any other information which may be nccessary to estabiishthesatisfactory ccmpletion of the work for which inspection is reqnested must be submitted prior to said inspection. All such Information shall be accompanied by a letter from the Developer's engineer verifying the sati.factory completion of the work perfonned 10 date. ].6.2 Notwithstanding Section 1.3.Jabove,promptlyafterreceivingarequest for inspection and the required documentation, the County Engineer shall re~iew the information presented and, ifnecessary, make a public inspection of the work completed. 1.6.3 Ail said work shall be done to the reaaonable satisfaction of the County Engineer, and shall not be decmed complcte until approved and accepted as compJcteby the County. " Estimated ('<lsts of Public Imorovements. The estimated cost of the Public Improvements is the sum 0($117, 542.17, as !IlIlIlmarized in Exhibit "A". To SC<.-ure and guarantee perlonnance of its ohHgations assct forth in thi,Section l,incJudingthe comp]etion J of the required Pnblic Improvements, tbeDeveloperherebyagreesto provide security and collateral in the form and as set forth in Section 2, below. 2. SECURITY AND COLLATERAL 2.1 Collateral. Security and Collaleral required in Section 1.7hercin, as gecurityfor tbeperformancc by Developer of its obligations under this Agreement, shall be in the total amount ofStl1,54~.17. The Developer shall obtain collateral in such form acceptable to the County f'Collateral") prior to approval of Fox Hollow PUD Onlding Permit, File Number MI_ 12026,asspecifiedinatlachcdE"hibit"B", 22 Partial Release ofCollaleral, Developer may apply to the County for the release of portions of the Collateral based upon the work completed in lIi:cordancc with this Agreement. To make such releases, Developer shall requcstthe County Engin= to inspect the work: in order to verify satisfuctoty completion in accordance with plans and specificatiotlS in accordance with Section 1,6. D Final Release ofCollareraVWammty, Within thirty (30) days after Developer has completed all of the work required by this Agreement and the work has been approved and accepted by the County, the entire remaining amount of the Collateral, 1= an amount equal III tenperr;ent(IO%) of the original CollateraI,shall be released. Developer shall be responsible for theconditionoftheP~bliclmproYemenlSforapcriodoftwo(2)yearsaftercompletion;lbis shaIlbeguaranteedeitherthroughtheretentionofCollateral,assetforthabove,orDeveloper may provide a guarantee bond in an amount and in a form acceptable to the County - which wo~ldbesubstitutedforthereleaseoftheentireamountoftheCollateraL 2A SubstitlltionofCollateral. The Developer may at any time substitute the CollateraJ originally deposited with the County herein, for another fonn of collateral acccpt able to the County, to guarantee the faithful completion of the Public Improvements referred to herein and the performance of the forma of this Agreement. At the time of substitution of collateral, an inflationary and/or deflationary factor based upon the Drover-Boulder, Colorado COOllumer Price Index [or All Urban COOllumers, All !lems (1967mlOO) published hy the u.s. Bureau of LaborStatistiC.'l, 303.837_2467,or, allematively, an approved construction costind ex,.hallbe used III detennine an adjusted G'llimated co'lt for all Public Improvements as described herein, and collateral shall besubmitled by the Developer inaccordancc thcrewith, 2,5 Utll\tl. Draws against the Collateral shall only be made as direct~'Ii by written ResolutionoftheConnty,statingtbaltherehasb<:enaneventofdefault~nderthisAgrecment and that a sum certain is required to remedy the default. Any amount drawn on the Collateral must be applied for the purpose of completing the work required by this Agreement and related expensesandcoslS, 2.6 EventsofDefaull. The following events shall be deemed "Events ofDefaull," entitling the Conntyto draw on the Collateral: 4 2.6.1 IfDevelop..."T has not completed the work reqnired by this Agreement within thiny (30) daY" prior to the Date of Completion set fotth herein, the County may, after ten (iO) working days written Notice to Developer, draw upon the Collateral an amount s~fficiem to complete said work and compensate the County for its reasonable costs and el>penses related to said draw. 2.6,2 lftheoriginalcollateralpresented to theCounty(oranyextension thereof) is due to expire and the work is not yet completed, and Developerhas not provided substitute collateral or the bank's written extension to the original collataal (as it may have been previously eJ<tended),theCountyshall draw on the Collateral a"""rding to the provisions set forth in this Section 2. It is Develooor's.....ponlibillty,withorwilhout DOtlce. to ensure Ihat Ihe Collateral lsextended,orlhatsubstltnte coUateral1 5 providl>dln a fOrn1 acceptable to theCounty,atleaotten days prior to its eIplra lion, If Collateral Is neither extended nor substllute collateral provided, in a form aceeptable to the County, at least ten days prior to it, el<plration, the Vev eloper shall pay the County an addltlonal SSOO (Five hundred doUan) for tile addiliODa' administrative work requlrl>d heeau.se of the fallureto exlend or su.bstltnte O:OUateralin a timely manner WI required by tills acreemeot. 2.6.3 lftheCollatcralis,ubstiluted,asotberwiseprovidedherein,this Agreement may be amended otmodil'ied in order to seI forthspccific Events of Default deemed necessary, in the County's sole discretion, commensurate with the type of oollateralsubstituted. 2.7 Costs "".-I EXOensell, Developer agrecs to pay any costs and expense:l,including but not limited to legal fees, which tbe County may incur in determining to accept collateral,in drawing upon the collateral, or in accomplishing an extension of its expiralion. 3. lNSURANCE and INDEMNIFICATION 31 Certificatesoflns~rance. The Developer ,hall secure from any conll3Ctor or subcontn!<-1or engaged in the work neces,ary to comply with this Agreement a Certificate of Insuranceprovidingtbrliabitityproteclionintheminimumtll1lountof$150,OOOperindi~idual and $600,OOOper occurrence, naming the county as an additionally narned insured. The Developer, ifit serves as the conlnlctot for the Public Improvement.~, shall provide insurance in the same fonn and amounts as required of the general contraetor. Said limirn !lhall be adjusted to comply with any changed limits in the Colorado Governrnentallmmuoity Act, Title 24, Article lO,Colorado Revised Statutes. 3.2 Countv Incur.; No Liab,htv. The County shall not, nor shall anyofficerot employee thereof, be tiable orrespoll5ible for any accident, loss ordarnage happening Or occurring to the Public Improvements specified in this Agreement prior to the completion and ae<:eplal1Ce of the same; nor shall the County, nor any officer or employee thereof, be liable for any persons or property injured or damaged by re!L50nS of the nature of said work on the Public Improvements, but all of said liabilities shall be and are hereby assumed by the Developer. The Developer hereby agrees to indemnify and hold harmless the County and any of its officers, , agents and employees agaiPst any losses, claims, damages or liabilities for which the County or anyofitsofficerlI,agents, or employccs may become subject to, insofar as any suct1 losses, daims, darnages or liabilities (or actions in respect thereof) arise out ofot are based upon any perfotmance by the Developer hereunder; and the Developer shall reimburse the County for any and all legal and other exprnses incurred by the County in corm..ction with investigating or defending any such loss, claim, damage, lial>ility Ot actiOIl. Thisindemnityprovislonshallbein additiontoanyotherliabilitywhichtheDevelopermaybave_ 4. GENERAL PROVISIONS The following shall apply to all Public Improvements, indudingoff.site improvements, set forth in this Agreement; 4.1 Comoliance with Land Use RC1rulations, The Developer shall be required to obtain all nccessary pennits and comply with the provisions of the Land Use Regulations, including but not limited to the Regulations for Construction within the ?ubllcWays of Eagle County (Chapter V), as the sume are in effect at the time of commencement ofconstrnctionof the Public Improvementll rcfurred to herein. " Public Imorovemenl AlUeIlIDcnt Control.'!. In the event of any inconsistencyor incongruity between the provisions of this Agreement and the Land Use Regulations, the provisioos of this Agreement shall in all respects govemand conttol. 43 Warranties and Guarantccs. There shall be a two.year correction pericd, or such longer period WI may be prescribed by law, from the lime of completion of the Public Improvements during whicb time the D",,'eloper shall promptly correct or remove and replace, in acrordance with the County's written instructions, defective work or materials and conllCqucoces thereof. Repait or replacement made underthe two-year correc::rion period shall bear an additional one-year corredion period from tbe acceptance oftbe repairor the replacement by the Eagle County Engineer. The wotk shall be collateralized during the corredionperlod in an 1UI10unt and type of collateral as sball be reasonably determined by the County. The work shall be inspe<."ted, at thc roquest of the Deve!ope:r 00 less than sixty (60) days prior to expiratioo of theone-year additional correction period,andany deficiencies shall be noted to the Developer. 4.4 AODrOvalofGradimtPennit The County agrees to the approval oftbe Fox Hollow PlJD Grading Permit, File Number MI-12026, subject to the terms and conditions of this Agreement. 4' Amendmem and Modification. The parties hereto mutoally agree that this Agreement may be amended or modified from time to time, provided that such amendment or modification be in wtiting and signed by all parties hereto. 4.6 Assil!:l'labilitv, This Agreement shall be enforceo.ble agairuit the Developer, provided, however, that in the event the Developer sclls, transfers or a....,gns all or part of the subject property, the obligations of the Dcveloperunder this Agreement as to that portion of the subjllCl:propertyffillybeasswnedinwtitingbythep~rchaseroftheparcel,andtheDeveloper 6 shall have no further obligations bercunder. It is agreed,however, that "".uch as,urnptionof these obligations sball be effective unIess the county gives it'l!ri2I: written approval tosucb assumption following an investigaticn of the financial condition of the purchaser. The Developersball not otherwise assign, lrlUlllfer, convey, pledge or otherwise dispose cfthi s Agreemetlt without prior written consent of the County, which consent sball not be unreasonably withheld, 4.7 BindinE UDon Successors, This Agreement shall iuure to lhebenefit of and be binding upon the parties herelo, their respcctive su=sors, and assigns. " SoleResoonsibilitvofDevelonerPriortoConntvAccentance, ltisfurtheragreed andundermood that at all times prior to the completion and accq>lanceof the Public Improvements set forth herein by the county, each of said improvements not accepted as complete shall be under the sole responsibility and cbarge oftbe Developer. When it is neces:;aryto allow the general puhlictoutilize the roadways under consmlCtion by the Developer, traffic control and warning devices shall be placed upon such roadways by the Developer in accordance with the Manual on Uniform Teamc Control Devices for Streets and Highways as prepared by the U.S. DeportPIent of Transportation, Federal Highway Ailininistration. 4.9 No Rililits to Third Parties, This Agreement does not and ahaIl not be doctned tc conterupon Or grant tc any third party any right to c1aimdantages or tc bring any lawsuit, action or other proceeding:s against either the County ot its offiCCT8, employees or agents because of any breach hereoforbecaWleofanyte=., covenants, agreements or conditions contained herein. 4,10 'Notice. Notice required pursuant to the terms ofthis Agreement shall be deemed given on tbe day that the same is placed in the United States Mails, postage prepaid, certified or registeredmail,retumreceiptreq~ested, 4.11 Enforcement and Attornev Fees. The County may enforce the provisicns cflhis Agreement in the same mannet and with tbe s-ame remedies applicable to the enfotcement of land use regulations pursuant to the Eagle County Land Use Regulations, ss they maybe amended from time tc time, or as otherwise provided by law. Alternatively, the terms ofthi~ Agreement may be enforceable by the Board or its designee by any appropriate equitahle or legal action, including b~t not limited to specific performance, mandamus, abatement, or injunction. The remedies explicitly provided herein are cumulative, and not exclusive, of all other remedies provided bylaw. The prevailing party in any action brought pertaining to this Agreement shall be entitled to an award ofcos15 and teallonahleattomey's fees, 7 ~ITNE:SS WHEREOF. the parties hereto have executed this Agreement thiS-'e..... day of .1'~'1.2005 COL'NlY OF EAGLE, STATE OF COLORADO, By and Througb i(S A TrEST: BOARD OF COUNTI COMMISSIONERS .-o~ . 0, f . .. ~ -' '" . . Am. coni, Chairman Address for giviog nohce: P,O.Box&50 Eagle,CO &1631 (97l1) 328.8685 DEVELOPER: FOX HOLLOW, LLC By' '----6i.;pS;?"~~"ir _ -- ?f Addressforgivingnotjee' 6"0 w. t.,',-,~!;ALL..((/(qU. ()"I< ~" r:?1('" < 7 STATE OF COLORADO ) )" COWllyofEag\e ) The foregoin~was ""'f<;:\Vledged bcfore me this ?<JiI dayof ~ 2005, by p, n .~" ~ lIS of (J.>;U_~ ,. . ,:~,j., .-. ~~.I.':~}S rnyhandand official ",01. <>, '., I /; ",;"./ - ...<;.' ~zi,\\O'M~~on"",pires '-f:J(,:J.--<-r-f'l7 ., : _,0'" !i,,,,: 'LP:'Pi:I',",i 8 ~ ." '/<:,~',''l'~,.\~. ,< .A.' ..' .."" ~.L"...... , . NotaryP~blic " , PEVELOl"ER: WOODWARDCONSTRUCTrON, C By ~\c' 1'\I.-I""\.>.>b~\O~ I'..........,....II"'--'Ir Addres.fQr,f.Vingnoti~;: \ '"1-'1= "7'+1'"'> "ht..W.....l4-q ",-I...A--IL ,~ "'ilIbrl STATE OF COLORADO ) )SS County of Eagle ) .,of f);,d-.L WLTNESS my hand and official seal. My oornmission expires ~/~<"/h-<>l '~8f}1h NotaryP~blic " !/a!ls 13,SB '17!1479~ ; ~ ,- " WOODWARD CONSTRUCTION, INC ~:15,~ "",,~f)allclt lUllS 2Jlli l'.qItCo_~_B-,w_1 1'.0._150 Sa,de,CO'16:l1 ENGINEERING . Rr.~t1teil!Jlilo.ltO:nl1ll'IIIII.'GllHollolrUltl;u.~ HolloI'*, 1.'.Il".."'II....~........"_................l'<<mIl48_ftlr_I__...,."~I_for... edMl4Oail"ilCrsftcallcrmd.hJr.~<lrIdha:""""itApp1C11iOlU: BlhEdITw.I_ilCtd......... ""'" -.... $17,767.6ll 430U"ftMUW """""' iUJ'l..jj '''8S2.7'ilII.92 w__ _00 WlLFeSllUW m_u.on, .tl2,51V.o 19OtJlom.wlf ""'""" 511.47440 41\1lJ1@$24.42IIf , t16,377.~ 10%CoaIl~ t7..G'J.70 TObIl, ..",..." SIlBWork ilalpT......I: SUJ9Il.62 5.MCY8s:lAtJCY SiIIIOtIIlina; ",911.92 1,31lCYSSil.lllCY ........... ~- nt4111X1 1!,.l5llCY8$5.l4lCY SI03-'41,54 ,,,,,,,,,11-= SSlJl74.:n tll%~ Sl.l91,Q Silew.....TOIIl: "7,17lS ToWEOCCool'*rol, SI.I,075.+I p",nol_ -- -.... Sll,til1-2' 141 LFi!J $S'I.3M.f MlIlIIolol: SI~Jo;l.\lll ~....s:z.uo~ WDlrMain: $:U,J6.1.6I 6:\ILr@S,lti.31 ~M"n: S5,2l1O.73 3l7lJ1l'1ti.6WLF """'" 17.11100 130lJI SUIIU' il9',931.1S11 '''''Om~ n~,"1I6 TOld: Slil.'5,~2J' RilnWmk ~""'"'" "G,!""'.11 J,61ICY@",,:vt:'V to%........,~1 r 11.064.51 Sl\IOW<ri;1'olol: n:I..OOlI.62 T"""YOllHoIloII'ooIIaml: $111,54Z.17 "'"-.m:....lo:oIl..llllaoy~~ ~- C. 0 I'lIilWoochwd 77~ I'",,,~ l'","h Ihl.. '17 V.II. C:~lo..do RUS7 . ~h"n. 970.419.19~9 . fu97n-419-5H5 CD ~g~9$~1Pg ~"- (RREVOCABLE STANDBY LETTER OF CREDIT Letter ofCredil Nnmber: 1160 ExpiralionDate; August 16,2006 Date: August 22,2005 BeneficiaryName: EagleCounly Address: PO Box 850/500 Broadway City, Slllle,ZipCode; Eagle, CO 81657 ApplicantNam.., Woodward Construction, Inc. Address: no Potalo Patch Drive #17 City, Srote, Zip Code: Vail,C081657 We hereby issue our IrrevocabJe Standby Letter of Credit No. 1160 in your favot intbe amolllll of Fifty Eight Thousand Seven Hundred Seventy One and 091100 U.S. Dollars cUSO $58,771.09) and expiring at the close of business (3:00 p.m. Mountain Time) on August 16, 2006 ar out" counters at Colorado Business Bank, Loon Operations DepartmeOl 3N floor, 821 17'b Streel,Denyer, CO 80202. This letter of credit is available by presentation of your dmft('j at sight, rlraWTI on Colorado Business Bank, accompanied,inthe case of each such draft, by the original Jetterofcreditandamendment{s),ifany. SpecialCondilions: Partial drawings are allowed. All banking charges other than those o[Colorado Busines, Bank are for the accouni of the beneficiary. This Letter of Credit shall have a full and final maturity dateofAugusl 16,2006. EXHIBIT I ....1;" 0056Edw.....Vill'!I09i'o.;u'" "..,dw",<I>.Cok>,"OQij'6Jl U/y ".0, Sox 1820. EdW>fd" Color.~o81611 T.".,a.!16.6!J(Jl."~9'G.92G.G8V6 www.cm;zbank.oom We hereby agree with you (hat drafts dnwn under and in accordanoe "ith the tetros of thisletteroforeditwillbedulyhonoreduponpresentationofdrafts(s)andtequired document(s) at our office no later tben the dose ofbusine~s (3:00 Mountain Time) at 821 17" Sf., Loan Operations Department 3,4 door, Denver, Colorado 802(12, U.S.A. on or before the expiry date of this LetterofCredil. UnJ~ssothCrwlseeltpresslystated, this letter of credit and all negotiatlollS herennder shall be g,wemed by and con..trued in accordance with the International Standby Practices lSP9H, as published by the International Chamber of Commerce Publieation No. 590, and, to the extent not ineonsistent therewith, the laws of the State of Colorado. This letter of credit is not trn.n:;ferable unless Colorado Bminess Bank agrees to the lrallSferin....nting. Please direct any inquiries with regard to this Letter of Credit to Colorado Business Bank, Loan Operations Deparhnent, 821 17'" Street, Denver, CO 80202 (303)293-2265. .~ " j "- Phil" H. Hancock, Vice President "If , eo, '" co t2106p P;nn~",/L..\lin.. 9?O-9<'Ii-O-+21 ,., 0 Alpine Bank Vail 1.1 ,,,,'Me,,,,,,,,,.,,,",,, &-'''''8178 Vol, Co"',,,,,<> al~57 910..76-3700 f", 070.47~_2J60 IRREVOCABLE ST ANDBV LETrER OF CREDIT Dateofh.ue: AUOUST30.2005 Amount $58,171.09 Number; M50141233 ExpitationDw.e, AUGUST3D,2006 APFUCANT: fOX HOLLOW, LLC BENEFICIARY, BOARD OF COUNTY COMMISSIONERS OF EAGLE COIDITY, COLORADO PURPOSE: SUBDIVISION IMPROVEMENTS ro PUBLIC RIGHTS OF WAY To Whom It May CO"""",; We hereby esl&bli.h in B.~efi~;ary'. f~vor, a! the requ..t ~nd for the benefit of Applicant, Our ImlVocablcStandbYLetterofCredifinanamountnolloexeee(lS58,771.09(U.S.S58,77109). TIlePurpose<>fLhisletlori.to..cll",thepcrformanceofandlhecomphancewiiliPllblic Jl!lprovemen's Agla=enl, Fox HoUcw PUD Grading Pennit, Fil. Nc, Mj.12tl2~ dated Aug~st 19, 2005, hy and between, Applicamand BOlleficial)'. Ben.rtcillt)' .hall promptly notifY Bank when a default or event of defaulto(sa;d agreement occurs. Yo"rnotific~tionsllall;lICllldeanYl1otice"'orderreqlli"'dtobe=lIIOA!'PJicant pursuanl10 lheagreemenl. Notioeshall be by telephol1. and in wrilingto: AI:P1NE HANK VAIL ATTENTION: ANDREW KAROW 141 E-MEADOWDRIVE.SUJTE BI78 VAn:., COLORADO 81657 9711-476-8700 We Iicreby agr.e to honordrafu drawn underand;n eompliallce witll the "'ITIl'O fthisLet:terof Credit if duly presented tc a Icen offieer at 141 E. MEADOW DIllVE, SUITE B178, VAIL, COLORADO, during nonnal business 110u"on Or befolo tile expiranon date P."ialdrawinJ!' arepeITIlitted,ThisLettercfCredi,isnottr.:tn,furable. Thecondi\ion.forpaymemofanydroftdrawnaJ!llillstthi,LetlerofCreditarellSfollow,,, , ReceiptbyBankofSeneficiary'smanllalJy ,igncJ 'tatement by an aUlhorize ds;gnatory certifying ti,at Applicarll has failed to perform with, or comply in accordance with, Ihe '1'1 e", " " 12,0111" Pinn"",?L"Vin" S?O-8<,S~0421 ,., 0 Alpine Bank provi.ioDsofnid agreement by and between Applicant and BOIIeficiary, and ,(.ti ngth.. dollar amoum of the defaull. , Pnl<el'lration of the origi...l Letler of Credit to BanI<, e"dcrsed onmerever.e.ide withlh. word., "BOARD OF COUNTY CO.\tMISSlONERS OF EAGLE COUNTY, COLORADO" lnlh..mount"fSS8,771.0g.'thenmlllUlallys;gnedbyanautho,i2edsignatory. Thi, Letter of Credit shall be governed by Article V of the Unifcrm Commetcial Code liS in eikctin the StateofColontdc on lhe dale ofi"ne. Thi,letlerofCredit,et.fort!l in full the terlllS of our undertaking. IIOd sucbundertding,luillnot iu atly way be modified. omonded. amplified or limited by OIly dceument, Instrument Qf agreem...t referred to herein, or In which tl1iscnodi!ilreferredl:o.ortowhicbthiscreditreJales;andno.uohrefcrence.hallbedeemedto inCOfpor.te herein by reference Uly.uchdocumcnt, insll1lmont or agreemeol. ALPINE BANK BC2~kT -9"(f ''''L.<OOliN''.CO 2121121608634 -'M" """'''''' ,. .....' . ..'1.".... 1214/1215/201216 " ill'illliilllllll..IIIIMIIIIIIR FIRST AMENDMENT TO PUBLIC IMPROVEMENTS AGREEMEYf FOR FOX HOLLOW run GRADING PERMIT \\I"'V Flle:"<o.MI_I2026 " THIS FlRST AMENDMENT to the Public lmpro~elll"nls Agreement for Fo~ Hollow PUD Gtading Permit No. MI, 12026 (hereinafter'"Fox Hollow") IS entetro into this-!L daynf AI'A; \ ,2006. by and between the Board of County Cnmmillllioners of the Count)' of Eagle, State of Colnrado (hereinafter "County") and Fox Hollnw, LLC and Woodward COlIslTUction. lnc. (hereinafter '"Developer"). WITNESSETH WHEREAS, Developer and County enlered into a Public Improvement' Agreement for Fox Hollow PUD Grading Permit No, MI-I2026 on Seplember6. 2005 as acondition of appro~al of the Fo~ Hnllow I'UD Grading Pennit, file Number MI-12026 (bereinafteruAgteemenf.}:and WHEREAS. Section 1,5 of the Agreement provided that the dale of ccmpletion of the public improvernenrsshallbcccmpleted prior to February J. 2006; and WHEREAS, the County and Developer desire to amend the Agrecmenttn reflect a revisoo completion date (see Exhibit "A"' artached herelO): and WHEREAS. the County and Developer de,ire to enter into a Subdivision Improvements Agreement which agreement will incorporate the cost nfthe public irnprovementsrequiredbyGradingPermitNo,MI_12026. AGREEMENT L Section U of the Agteernent Is hereby amended to read as fnllows: Date of Como let ion. All Public Improvements required under the Grading Petmit No. MJ-12026 sball 1>e completed prinr to March 1.2007. 2. The County and Develnper agree to enter intn a Subdivision Jmpro~emems Agreement which agreement will incorporate the costs of the public improvement" required by Grading Permit No, MI-I2026. , All other terms and condition, of the Public 1mpro,'ement" Agreement for Fox Hollow peD Grading Permit, File Number MJ.I2026 shall remain in full force andeflect. IN WITNESS WHEREOF, the partie, bereto have executed this First Ameoomenr the day and year first above written. ';Blut'f) 10 tl +-kt'my s [((iv, f'{I/;j( ,'-, <n06Q<Jl; loF . COUNTY: TeakJ.Simon ClerktolheBoardof County Commissioner< DEVELOPER: FO.XHOLLOp ~.. --kJ- WOODWARDCONSTRUCTIO ,TNC. Q~ By, \ \ StateofC(jJorado ) '{\\-i.....\'f\-.-bo IH.'''''~? 1.1~'5J._r }ss: CoonlyofEagle ) The ~ . ~ ...r- -;IJJ-~~ oregoi? was acknowledged ~ me thh .:.:.... day of . 2OJ6, by b,~n./ . y~~ f; ~ ,"ir fFo~ Hollow, LLC. Witnessmyhandandnffu;ia]'eal. Mycornmis.si())lupires .2-J?-ICJ Public 2 20000a.:l4 , oe , StateofColorwlo ) )ss: CouotyofEagle ) ~foregOing was acknOW~ged befo.,!>-me this:5/~y of ~.~"' 2006 by f"'lJO"17>urLIJ as 'k/a'oIl of Woodward Cooslmction. Inc. WitneS5 rny hand and official ,eaI. No Gm'SI.l_HoUcwI"_,do: G-200H7 3 >00"""634 , oc , MEMORANDUM EAGLE COUNTY ENGINEERING TO: JlIJ1iceScotield FROM: GregSchroeder,Engin-.eringDepartment c-;-- DATE: Friday,Marcb 17,2006 RE, Grading Permit MI.12026 Fox Hollow, EXlcnsion to Expiration Date I am in receipt ofa letter dated March 14, 2006 tmm Pbil Woodward req~e,ting an extension to theaoove mentioned grading permit. Plealle note that eacb permit bas a" associa!edPIA with it. Specifically, in the language of each pennil, is Section 1.5, Date of Com pIe lion, The Engineering Department recommend; that the dale of this section be amended to the permit eJ;piration dote, which is now March 1, 2007. , . , xc: Helen Migchelbrink, County Engineer ChronolFile EXHIBIT ~t'lI'/ ''<'If{;___'.---..,..,_... 200506034 . " .