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HomeMy WebLinkAboutC97-253 Vail-Arrowhead Inc SIASUBDIVISION AND OFF-SITE IMPROVEMENTS
AGREEMENT
ARROWHEAD AT VAIL, FILING 18
THIS SUBDIVISION AND OFF-5ITE IMPROVEMENTS AGREEMENT ("Agree-
ment") made and entered into this �— day of September, 1997, by and between
Vail/Arrowhead, Inc., a Colorado corporation (hereinafter "Subdivider") and the Board of
County Commissioners of the County of Eagle, State of Colorado (hereinafter "County").
WITNESSETH
WHEREAS, the Subdivider, as a condition of approval of the Final Plat of Arrowhead at
Vail, Filing 18 (hereinafter referred to as "Subdivision"), desires an Agreement as provided for
by C.R.S. 30-28-137; and
WHEREAS, pursuant to the same authority, the Subdivider is obligated to provide
security or collateral sufficient in the judgment of the County to make reasonable provisions for
completion of certain public improvements hereinafter described ("Subdivision Improvements");
and
WHEREAS, pursuant to Section 2.20 of the Land Use Regulations of Eagle County,
Colorado, 1982, as amended ("hereinafter referred to as "Land Use Regulations"), when a
proposed subdivision is located in an area serviced by an existing County road and the County
determines that the traffic generated by such development will result in safety hazards for vehicle
drivers, pedestrians and/or adjacent residents, or will result in substantially increased mainte-
nance costs to the County, the County is empowered to determine the amount of work necessary
to bring the affected County road to acceptable standards to provide adequate safe service to
present owners, to the proposed subdivision and to other probable subdivisions, and to require
the Subdivider to improve its equitable portion of such road to an acceptably safe condition; and
WHERLAS, the Subdivider and the County have determined that th,: traffic which will
be generated by the Subdivision will not impact an existing County road; and
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WHEREAS, as a further condition of approval of the final plat of this Subdivision, the
Subdivider is obligated to provide security and collateral sufficient in the judgment of the County
to make reasonable provision for completion of the Subdivision Improvements, including but not
limited to off-site road improvements, referred to herein; and
WHEREAS, pursuant to Section 2.15.05 of the Land Use Regulations and C.R.S. 43-2-
147, the Subdivider shall provide access for all lots and parcels it creates to the state highway
system in conformance with the State Highway Access Code.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements
herein contained to be kept and performed by the parties hereto, it is hereby understood and
agreed as follows:
1. SUBDIVISION IMPROVEMENTS.
1.1 Subdivision Improvements. Subdivision Improvements are deemed to include all
public improvements, including but not limited to off-site improvements - including roads,
utilities and other similar public improvements.
1.2 Scope of Work. The Subdivider hereby agrees, at its sole cost and expense, to
furnish all necessary equipment and material, and to complete all Subdivision Improvements as
referenced in the attached Exhibit "A", and as set forth in all documents, construction drawings,
designs, maps, specifications, sketches, and other materials submitted by the Subdivider prior to
or at final plat approval and accepted by the County, and in accordance with all laws of the
United States of America, State of Colorado, County of Eagle, and their respective agencies and
affected governmental entities. Such performance shall include acquisition of all necessary
rights-of-way, either directly or as set forth in Section 4 hereof.
1.3 Duties of Subdivider. For those Subdivision Improvements required herein,
including but not limited to the reconstruction and physical improvement of that portion of any
road subject to this Agreement, the Subdivider shall retain an engineer whose duties shall include
construction staking, observation of construction for conformance to the approved plans and
specifications, and materials sampling, testing and inspection using the Colorado Department of
Highways 1990 Field Materials Manual as a guide for frequency of sampling and testing.
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1.3.1 Construction Staking. Where applicable and by way of example only, the
following is a highlighting of the construction staking that will be required of the Subdivider:
a. Roadway - horizontal and vertical control every 50 feet or every 25 feet
in critical areas, specifically including:
-slope staking
-points of curvature
-points of tangency
-fillet radius points
-culverts
-transition points for super -elevation
-finished sub -grade
-finished gravel
b. Water. Sewer. and Other Utilities - horizontal and vertical control every
100 feet, or every 50 feet in critical areas.
1.3.2 T s in . Where applicable and by way of example only, the following is a
highlighting of the acceptance testing that will be required of the Subdivider:
a. Utility and drainage culvert trench backfill under roadway prisms - one
density test per 200 C.Y. of backfill or a minimum of one test per roadway
crossing. This will require daily visits to the site by a testing laboratory
when utilities or drainage culverts are being backfilled within the roadway
prism.
b. Embankments for roadway - one density test per 2,000 C.Y. of any
additional embankment(s).
c. Finished sub -grade - one density test per 250 lineal feet of roadway.
d. Aggregate base course - one in-place density per 250 lineal feet of
roadway, a, gradation and Atterberg Limits 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.
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f. Concrete - Curb and Gutter. Sidewalks and Bikepaths - tests for air
content, slump and compressive strength per 50 C.Y. of concrete placed or
minimum of one set of tests per day.
1.3.3 Notification/Road Construction. Subdivider or his Engineer shall notify the
Eagle County Engineer for the purpose of arranging an on-site inspection no less than forty-eight
(48) hours in advance of the following stages of road construction:
1) Finished subgrade
2) Finished Aggregate Base Course
3) Asphalt Placement.
4) Concrete - Curb and Gutter, Sidewalks and Bikepaths
The County Engineer shall make an on-site visit within the forty-eight (48) hours notification
period for the purpose of observing proof rolls on.items 1) and 2) above and for general
observation of construction methods being employed at these stages. Said on-site inspection by
the Eagle County Engineer shall in no way abrogate the duties of the subdivider outlined
elsewhere in this Agreement. The subdivider shall provide the proof rolling by arranging for a
loaded single unit truck carrying 18,000 pounds per rear axle.
1.3.4 Witnessing of Water and Sewer Laterals. It is essential that the ends of
these laterals be witnessed by the Subdivider's engineer to a minimum of three divergent points
and a permanent record made of the same. Copies of these records are required to be furnished
to the Eagle County Engineer prior to acceptance of the Subdivision Improvements by the
County. In addition to witnessing of the horizontal location of these laterals, a vertical witness
shall be required. Horizontal witnessing shall be to property corners, fire hydrants, manholes,
and other "permanent" features. Vertical witnessing shall be based on depth below ground and
elevation based on a datum used for the subdivision. Bench marks shall be shown on witness
records.
1.3.5 Test Reports. All test reports shall be consecutively 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 Record Drawings of Subdivision Improvements. Record drawings, sealed,
signed and dated by a Registered Professional Engineer showing the as -constructed horizontal
and vertical locations of Subdivision Improvements shall be submitted to the Eagle County
Engineer prior to completion of the two year warranty period and the final release of Collateral
by the County. 111111111111111111111111111111111111111111111111111 IN
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1.3.7 Affidavit of Monumentation. An Affidavit of Monumentation sealed,
signed and dated by a Registered Professional Land Surveyor stating that the subdivision has
been monumented in accordance with §38-51-105, C.R.S., and §2.19.01.2d of the Eagle County
Land Use Regulations shall be provided to the Eagle County Engineer prior to the acceptance of
the Subdivision Improvements by the County.
1.4 Compliance with Colorado Department of Highways Access Code. Subdivider shall
provide the County with designs in compliance with the Colorado Department of Highways
Access Code for all road improvements. The designs shall be provided to the County at the same
time as the right-of-way map which shall be provided pursuant to paragraph 4.3.
1.5 Date of Completion. All Subdivision Improvements shall be completed prior to
April 30, 2001.
1.6 Approval and Acceptance of Work.
1.6.1 Copies of all test results corresponding to work which is being inspected
and any other information which may be necessary to establish the satisfactory completion of the
work for which inspection is requested must be submitted prior to said inspection. All such
information shall be accompanied by a letter from the Subdivider's engineer verifying the
satisfactory completion of the work performed to date.
1.6.2 Notwithstanding Section 1.3.3 above, promptly after receiving a request for
inspection and the required documentation, the County Engineer shall review the information
presented and, if necessary, make an on-site inspection of the work completed.
1.6.3 All said work shall be done to the reasonable satisfaction of the County
Engineer and/or the County Department of Community Development, and shall not be deemed
complete until approved and accepted as complete by the County.
1.7 Estimated Costs of Subdivision Improvements. The estimated cost of the Subdivi-
sion Improvements is the sum of $909,304.50, as summarized in Exhibit "A". To secure and
guarantee performance of its obligations as set forth in this Section 1, including the completion
of the required Subdivision Improvements, the Subdivider hereby agrees to provide security and
collateral in the form and as set forth in Section 2, below.
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2. SECURITY and COLLATERAL.
2.1 Collateral. Security and Collateral required in Section 1.7 herein, as security for the
performance by Subdivider of its obligations under this Agreement, shall be in the total amount
of $909,304.50. The Subdivider shall obtain collateral in a form acceptable to the County
("Collateral") prior to signing of the final plat, as shown on the attached Exhibit `B".
2.2 Partial Release of Collateral. Subdivider may apply to the County for the release of
portions of the Collateral based upon work completed in accordance with this Agreement. To
make such releases, Subdivider shall request the County Engineer to inspect the work in order to
verify satisfactory completion in accordance with plans and specifications in accordance with
Section 1.6.
2.3 Final Release of Collateral/Warrantv_.. Within thirty (30) days after Subdivider 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, less an amount equal to
ten percent (10%) of the original Collateral, shall be released. Subdivider shall be responsible
for the condition of the Subdivision Improvements for a period of two years after completion;
this shall be guaranteed either through the retention of Collateral, as set forth above, or Subdi-
vider may provide a guarantee bond in an amount and in a form acceptable to the County - which
would be substituted for the release of the entire amount of the Collateral.
2.4 Substitution of Collateral. The Subdivider may at any time substitute the Collateral
originally deposited with the County herein, for another form of collateral acceptable to the
County, to guarantee the faithful completion of the Subdivision Improvements referred to herein
and the performance of the terms of this Agreement. At the time of substitution of collateral, an
inflationary and/or deflationary factor based upon the Denver -Boulder, Colorado Consumer Price
Index for All Urban Consumers, All Items (1967=100) published by the U.S. Bureau of Labor
Statistics, 303-837-2467, or, alternatively, an approved construction cost index, shall be used to
determine an adjusted estimated cost for all Subdivision Improvements as described herein, and
collateral shall be submitted by the Subdivider in accordance therewith.
2.5 Draws. Draws against the Collateral shall only be made as directed by written
Resolution of the County, stating that there has been an event of default under this Agreement
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
expenses and costs.
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2.6 Events of Default. The following events shall be deemed "Events of Default,"
entitling the County to draw on the Collateral:
2.6.1 If Subdivider has not completed the work required by this Agreement
within thirty (30) days prior to the Date of Completion set forth herein, the County may, after ten
(10) working days written Notice to Subdivider, draw upon the Collateral an amount sufficient to
complete said work and compensate the County for its reasonable costs and expenses related to
said draw.
2.6.2 If the original collateral presented to the County (or any extension thereof)
is due to expire and the work is not yet completed, and Subdivider has not provided substitute
collateral or the bank's written extension to the original collateral (as it may have been previously
extended), the County shall draw on the Collateral according to the provisions set forth in this
Section 2. It is Subdivider's responsibility, with or without notice, to ensure that the
Collateral is extended, or that substitute collateral is provided in a form acceptable to the
County, at least ten days prior to its expiration.
2.6.3 If the Collateral is substituted, as otherwise provided herein, this Agreement
may be amended or modified in order to set forth specific Events of Default deemed necessary,
in the County's sole discretion, commensurate with the type of collateral substituted.
2.7 Costs and Expenses. Subdivider agrees to pay any costs and expenses, including but
not limited to legal fees, which the County may incur in determining to accept collateral, in
drawing upon the Collateral, or in accomplishing an extension of its expiration.
2.8 Lien Waiver. In addition to the Collateral described herein, the Subdivider shall
insure that all public improvements are free of liens of any kind. Subdivider shall provide lien
waivers satisfactory to the County prior to the release of any collateral.
3. INSURANCE and INDEMNIFICATION.
3.1 Indemnification. Subdivider shall indemnify and hold the County harmless from any
and all claims made against the County by any contractor, subcontractor, materialmen, employee,
independent contractor, agent or representative involved in the work necessary to comply with
this Agreement, or on account of any other claims against the County because of the activities
conducteu in furtherance of the terms of this Agreement. This indemnification and hold
harmless provision shall include any legal expenses or costs incurred by the County.
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3.2 County Incurs No Liability. The County shall not, nor shall any officer or employee
thereof, be liable or responsible for any accident, loss or damage happening or occurring to the
Subdivision and/or Subdivision Improvements specified in this Agreement prior to the comple-
tion and acceptance of the same; nor shall the County, nor any officer or employee thereof, be
liable for any persons or property injured or damaged by reasons of the nature of said work on
the Subdivision Improvements, but all of said liabilities shall be and are hereby assumed by the
Subdivider. The Subdivider hereby agrees to indemnify and hold harmless the County and any
of its officers, agents and employees against any losses, claims, damages or liabilities for which
the County or any of its officers, agents, or employees may become subject to, insofar as any
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon any performance by the Subdivider hereunder; and the Subdivider shall reimburse the
County for any and all legal and other expenses incurred by the County in connection with
investigating or defending any such loss, claim, damage, liability or action. This indemnity
provision shall be in addition to any other liability which the Subdivider may have.
4. CONDEMNATION.
4.1 Right -of -Way Acquisition. No off-site improvements are required for this
Subdivision; therefore, Subdivider is not required to obtain rights-of-way or easements for the
constructions of the off-site improvements.
4.2 Condemnation. Condemnation proceedings will not be necessary for this
Subdivision.
4.3 Right -of -Way Map. A right-of-way map is not necessary for this Subdivision.
5. GENERAL PROVISIONS.
The following shall apply to all Subdivision Improvements, set forth in this Agreement:
5.1 Compliance with Land Use Regulations. The Subdivider shall be required to obtain
all necessary permits and comply with the provisions of the Land Use Regulations, including but
not limited to the Regulations for Construction within the Public Ways of Eagle County (Chapter
V), as the same are in effect at the time of commencement of construction of the Subdivision
Improvements referred to herein.
5.2 Subdivision Improvement Agreement Controls. In the event of any inconsistency or
incongruity between the provisions of this Agreement and the Land Use Reguiations, the
provisions of this Agreement shall in all respects govern and control.
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5.3 Warranties and Guarantees. There shall be a two-year correction period, or such
longer period as may be prescribed by law, from the time of completion of the Subdivision
Improvements during which time the Subdivider shall promptly correct or remove and replace, in
accordance with the County's written instructions, defective work or materials and consequences
thereof. Repair or replacement made under the two-year correction period shall bear an
additional one-year correction period from the acceptance of the repair or the replacement by the
Eagle County Engineer. The work shall be collateralized during the correction period in an
amount and type of collateral as shall be reasonably determined by the County. The work shall
be inspected, at the request of the Subdivider, no less than sixty (60) days prior to expiration of
the one-year additional correction period, and any deficiencies shall be noted to the Subdivider.
5.4 Approval of Final Plat. The County agrees to the approval of the final plat of this
Subdivision, subject to the terms and conditions of this Agreement.
5.4.1 Final Plat Amendments. Where field changes or other circumstances have
caused the road, utilities, or other subdivision improvements to be constructed in locations
different from those shown on the approved plans, the locations of rights-of-way, easements, lot
lines, building envelopes, setback lines, or other attributes shown on the Final Plat shall be
amended as necessary to comply with Final Plat requirements of the Eagle County Land Use
Regulations.
5.5 Amendment and Modification. The parties hereto mutually agree that this Agree-
ment may be amended or modified from time to time, provided that such amendment or
modification be in writing and signed by all parties hereto.
5.6 Assignability. This Agreement shall be enforceable against the Subdivider,
provided, however, that in the event the Subdivider sells, transfers or assigns all or part of the
subject Subdivision, the obligations of the Subdivider under this Agreement as to that portion of
the subject Subdivision may be assumed in writing by the purchaser of the parcel, and the
Subdivider shall have no further obligations hereunder. It is agreed, however, that no such
assumption of these obligations shall be effective unless the County gives its prior written
approval to such assumption following an investigation of the financial condition of the
purchaser. The Subdivider shall not otherwise assign, transfer, convey, pledge or otherwise
dispose of this Agreement without prior written consent of the County, which consent shall not
be unreasonably withheld.
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9
5.7 Binding upon Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective successors, and assigns.
5.8 Sole Responsibility of Subdivider Prior to County Acceptance. It is further agreed
and understood that at all times prior to the completion and acceptance of the off-site Subdivision
Improvements set forth herein by the County, each of said improvements not accepted as
complete shall be under the sole responsibility and charge of the Subdivider. When it is neces-
sary to allow the general public to utilize the roadways under construction by the Subdivider,
traffic control and warning devices shall be placed upon such roadways by the Subdivider in
accordance with the Manual on Uniform Traffic Control Devices for Streets and Highways as
prepared by the U.S. Department of Transportation, Federal Highway Administration.
5.9 No Rights to Third Parties. This Agreement does not and shall not be deemed to
confer upon or grant to any third party any right to claim damages or to bring any lawsuit, action
or other proceedings against either the County or its officers, employees or agents because of any
breach hereof or because of any terms, covenants, agreements or conditions contained herein.
5.10 Notice. Notice required pursuant to the terms of this Agreement shall be deemed
given on the day that the same is placed in the United States Mails, postage prepaid, certified or
registered mail, return receipt requested.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
day of September, 1997.
County Commissioners
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its
BOARD OF C LINTY COMMISSIONERS
L
By:
Johnnette Phillips, Chairman
Address for giving notice:
P.O. Box 850
Eagle, CO 81631
(303) 328-8685
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- 10
STATE OF COLORADO
ss.
County of Eagle
SUBDIVIDER:
VAIL/ARROWHEAD, INC.
A Colorado Comoratioh
J rkTvi(K- rna,4.er
Title: V ►`c -.0 Lre -s r'
Address for giving notice:
P.O. Box 7
Vail, CO 81658
The foregoing was acknowle ed before me this day of September, 1997 by
mac. s csL_ President of Vail/Arrowhead, Inc., a Colorado
corporation.
WITNESS my hand and official seal.
9� OFB O�OQ,P
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IIIIIIIIIIIIII 11111111111111111111111111111111 HIM III IN
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Landscape Cost Estimate
Arrowhead at Vail / Filing 18
Tract E `Public Open Space'
Item
Rough Grading
Fine Grading
Gravel Path (Bicycle parking, Picnic
Benches, tables, bike rack, etc.
Spruce (average 12' High)
Cottonwood trees (2.5" Caliper)
Shrubs _
Irrigation System
Hydroseeding _
Total
Ioty.. I unit cost _ Total_
A_llow $12,000.00_
_Allow _ $3,000.00
4,000 Sq .Ft.� 1.25 $5,000.00
lAllow _ $4,000.00
25 Each$600.66 $600.00 $_15,000.00
_ 10 ; Each ' $300.00 $3,000.00
-_ 50 I Each, $30.00 _ $1,500.00 _
$15,000.-00....-
1 Acre
jAllow—...
$2,600.00 $2,600.00
111111111111111111111111111111111111111111 HIM III IN
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Dennis Anderson Assoc., Inc. August 29, 1997
EXHIBIT A Page 1
ARROWHEAD FILING 18 VELOPMENT
S.I.A. COST ESTIMATE
26 UNIT PLAN
JUNE 1997 (REVISED AUGUST 25, 1997)
ITEM
DESCRIPTION
UNIT
QUANTITY
UNIT PRICE
TOTAL
1
MOBILIZATION
LS
1
$
120,000.00
$
120,000.00
2
BOND
LS
1
$
30,000.00
$
30,000.00
EARTHWORK
3
Excavation
CY
4,500
$
2.85
$
12,825.00
4
Embankment at 95%
CY
4,500
$
2.50
$
11,250.00
5
MSE Retaining Wall
SF
2,230
$
16.00
$
35,680.00
6
Boulder Retaining Wall
SF
2,080
$
20.00
$
41,600.00
SUBTOTAL
$
101,355.00
ROADWAYS
7
Roadbase
TON
1,675
$
18.00
$
30,150.00
8
Asphalt
TON
1,110
$
44.00
$
48,840.00
9
Curb and Gutter
LF
570
$
26.00
$
14,820.00
10
Stop Signs
Ea
2
$
200.00
$
400.00
SUBTOTAL
$
94,210.00
EROSION CONTROL
10
Silt Fence
LF
1,500
$
2.00
$
3,000.00
11
Revegetation
LS
1
$
10,000.00
$
10,000.00
12
Stabilized Construction Entrance
EA
1
$
4,000.00
$
4,000.00
13
Stone Outlet Structure
EA
1
$
600.00
$
600.00
SUBTOTAL
$
17,600.00
STORM DRAINAGE/IRRIGATION
14
18" Hancor
LF
633
$
30.00
$
18,990.00
15
End Sections
EA
10
$
350.00
$
3,500.00
16
24" Hancor
LF
231
$
35.00
$
8,085.00
17
Drainage Inlets
EA
2
$
6,000.00
$
12,000.00
18
Manholes
EA
3
$
2,000.00
$
6,000.00
19
84" CMP
LF
36
$
200.00
$
7,200.00
20
Headwall (84" CMP)
EA
1
$
8,000.00
$
8,000.00
21
Boulder RipRap
LS
1
$
2,000,00
$
2,000.00
SUBTOTAL
$
65,775.00
WATER SYSTEM
22
8" DIP Water Main
LF
738
$
45.00
$
33,210.00
23
12" DIP Water Main
LF
1087
$
55.00
$
59,785.00
24
Wet Tap
EA
2
$
3,700.00
$
7,400.00
25
Gate Valves
EA
5
$
950.00
$
4,750.00
26
Fire Hydrants
EA
4
$
3,750.00
$
15,000.00
27
Water Service
EA
26
$
1,100.00
$
28,600.00
SUBTOTAL
$
148,745.00
SANITARY SEWER SYSTEM
28
8" PVC Sewer Main
LF
633
$
31.50
$
19,939.50
29
8" DIP Sewer Main
LF
858
$
40.00
$
34,320.00
30
Manholes .
EA
8
$
2,000.00
$
16,000.00
31
Sewer Services
EA
26
$
2,125.00
$
55,250.00
32
Sewer Encasement
EA
12
$
300.00
$
3,600.00
33
Abandon Existing Sewer
EA
1
$
25,000.00
$
25,000.00
SUBTOTAL
$
154,109.50
SHALLOW UTILITIES
34
Joint Trench with Cable
LF
2220
$
15.00
$
33,300.00
35
. • .
vas
i c
��
e nn
�,.,...
Q
W
8.00
$
5 200 nn
.,.,..,
36
Electric Conduit and Cable
LF
5230
$
3.00
$
15,690.00
37
ITelephone Conduit and Cable
LF
2570
$
3.00
$
7,710.00
I111). Coloradc'Vational Bank
950 Saventeenth Street
Denver, CO 80202
IRREVOCABLE STANDBY LETTER OF CREDIT NO. 6243
DATE: 05 SEPTEMBER 1997
BOARD OF COUNTY COMMISSIONERS
COUNTY OF EAGLE
STATE OF COLORADO I IIIIII IIIII IIIIII IIIII IIIII III IIIIIIII III IIIIII III IN
P. O. BOX S50
EAGLE, COLOR.,kDO 81631 633247 09/16/1997 03:32P 8737 P294
14 of 13 R 0.00 D 0.00 Sara J Fisher, Eagle, CO
Gentlemen,
We hereby establish, in your favor, our irrevocable Standby Letter of Credit available by your drafts, at
sight, drawn on Colorado National Bank, 950 17th Street, Denver, Colorado 80302 for any sum or sums
not exceeding in total the sum of USD61,100.00.
For the account of The Vail Corporation, 137 Benchmark Road, Avon, Colorado 81620.
For the purpose of guaranteeing construction of public improvements required by the County of Eagle,
State of Colorado pursuant to that certain Subdivision and Off -Site Improvements Agreement dated
September 15, 1997, between the County of Eagle, Colorado and Vail/Arrowhead, Inc., relative to
Arrowhead at Vail. Filing 18 Subdivision. Each draft drawn on Colorado National Bank Denver, 950 17th
Street, Suite 230, Denver, Colorado 80202, at sight, shall be endorsed on the reverse side of this Letter of
Credit and bear upon its face "Drawn under Letter of Credit No. 6243 dated September 5, 1997 of
Colorado National Bank Denver", and shall be accompanied by a Resolution of the Board of County
Commissioners of Eagle County.
Colorado National Bank agrees with the drawers, endorsers and bona Fide holders of drafts drawn and
negotiated in compliance with the terms of this Letter of Credit that such drafts will be duly honored upon
due presentation at the counter of this Bank.
Colorado National Bank represents and warrants to the County of Eagle that it has the full authority and
power to issue this Letter of Credit to the County of Eagle, State of Colorado, in the total amount and for
the period of time stated herein, said authority being pursuant to the laws of the United States, or the State
or territory which governs the establishment and regulations of Colorado National Bank charter, by-laws
and other applicable rules and regulations adopted pursuant thereto. Should it be necessary for the County
of Eagle to file suite in an effort to enforce this Irrevocable Letter of Credit, Colorado National Bank
hereby waives all venue rights and submits to the jurisdiction of the District Count in and for the County of
Eagle, State of Colorado .
All drafts hereunder must be drawn on or before October 31, 1998.
Very truly yours,
t
EXHIBIT
Richard A. Koniar
Assistant Vice President /!0.q l!
�10 Colorado lational Bank
950 Seventeenth Street
Denver, CO 80202
IRREVOCABLE STANDBY LETTER OF CREDIT NO. 6249
DATE: 05 SEPTEMBER 1997
BOARD OF COUNTY COMMISSIONERS
COUNTY OF EAGLE
STATE OF COLORADO
P. O. BOX 850
EAGLE, COLORADO 81631
Gentlemen,
We hereby establish, in your favor, our irrevocable Standby Letter of Credit available by your drafts, at
sight, drawn on Colorado National Bank, 950 17th Street, Denver, Colorado 80202 for any sum or sums
not exceeding in total the sum of USD848,204.50.
For the account of The Vail Corporation, 137 Benchmark Road, Avon, Colorado 81620.
For the purpose of guaranteeing construction of public improvements required by the County of Eagle,
State of Colorado pursuant to that certain Subdivision and Off -Site Improvements Agreement dated
September 15, 1997, between the County of Eagle, Colorado and Vail/Arrowhead, Inc., relative to
Arrowhead at Vail. Filing 18 Subdivision. Each draft drawn on Colorado National Bank Denver, 950 17th
Street, Suite 230, Denver, Colorado 80202, at sight, shall be endorsed on the reverse side of this Letter of
Credit and bear upon its face "Drawn under Letter of Credit No. 6249 dated September 5, 1997 of
Colorado National Bank Denver", and shall be accompanied by a Resolution of the Board of County
Commissioners of Eagle County.
Colorado National Bank agrees with the drawers, endorsers and bona fide holders of drafts drawn and
negotiated in compliance with the terms of this Letter of Credit that such drafts will be duly honored upon
due presentation at the counter of this Bank.
Colorado National Bank represents and warrants to the County of Eagle that it has the full authority and
power to issue this Letter of Credit to the County of Eagle, State of Colorado, in the total amount and for
the period of time stated herein, said authority being pursuant to the laws of the United States, or the State
or territory which governs the establishment and regulations of Colorado National Bank charter, by-laws
,and other applicable rules and regulations adopted pursuant thereto. Should it be necessary for the County
of Eagle to file suite in an effort to enforce this Irrevocable Letter of Credit, Colorado National Bank
hereby waives all venue rights and submits to the jurisdiction of the District Count in and for the County of
Eagle, State of Colorado .
All drafts hereunder must be drawn on or before October 31, 1998.
Very truly yours, 1111111111111111111111111111 III IIIIIIII III 111111 III III!
_ t 633247 09/16/1997 03:52P 8737 P294
15 of 15 R 0.00 0 0.00 Sara J Fisher, Eagle, CO
Richard A. Koniar
Assistant Vice President