06-22-2010 Agreement Tanavon Corp and Gore Range Natural Sciences SchoolFirst Amendment
To Phase II Subdivision Improvements Agreement
For Lots 2, 3, and 5
Buck Creek PUD First Amendment
THIS AGREEMENT, made and entered into thi ay of ,
2010, is by and among Tanavon Corporation, a Colorado corporation, 8 S. Frontage
Road, Suite 208, Vail, CO 81657 ( "Tanavon "), Gore Range Natural nce School
Non - Profit Corporation, 82 E. Beaver Creek Blvd., Suite 202, P.O. Box 9469, Avon,
CO 81620 ( "GRNSS "), and the Town of Avon, a Colorado municipality, by and through
its Council (the "Town ").
Recitals
Whereas Tanavon, GRNSS and the town entered into the Phase II Subdivision
Improvements Agreement ( "Agreement ") recorded December 30, 2009 at Reception No.
2009927823;and
Whereas the parties hereto desire to make modifications to such Agreement; and
Whereas Section 12 of the Agreement allows for such amendments.
Agreement
Now therefore in consideration of the following mutual covenants, conditions
and promises, the parties hereby agree as follows:
1. Security for Completion of Improvements and Obligations Pursuant to Section
3 of the Agreement.
In lieu of an Irrevocable Letter of Credit as set forth in Section 3 of the
Agreement to secure Tanavon's and GRNSS's obligations under the
Agreement, the Town hereby accepts a cash escrow to be held by and
disbursed by GRNSS for the payment of costs of construction of such
improvements in accordance with Section 16.24.100 of the Code, as more
fully set forth in Exhibit A attached hereby and incorporated herein by this
reference ( "Cash Escrow "). The Cash Escrow shall be in an amount equal to
one hundred ten percent (110 %) of the estimated cost of completion of the
improvements as accepted by the Town of Avon based upon the actual bid of
the contractor selected to do the work. The additional ten percent (10 %) over
and above the costs of construction shall act as a contingency fund during the
period of construction and to secure Tanavon's and GRNSS's Guarantee of
the Improvements for two (2) years after the completion of the Improvements.
The cash escrow account ( "Cash Escrow Account ") shall be deposited at
Alpine Bank, Avon, Colorado. The Cash Escrow Account shall be maintained
for the sole purpose of funding the Improvements and no funds shall be
withdrawn from such account except as provided for in the Agreement as
amended by the First Amendment to the Agreement, or the Cash Escrow
Agreement. The funds in the Cash Escrow Account shall not be comingled
with any other funds or used in any manner except as stated above.
The Cash Escrow for all purposes shall be deemed to be the Collateral under
the Agreement.
2. Modification to Section 3 of Exhibit C of the Agreement.
Section 3 of Exhibit C of the Agreement shall be deleted in its entirety and the
following shall be inserted:
Prior to issuance of any building permit for Lot 2, Lot 3, or Lot 5,
the Improvements for Lot IA and Lot 1B pursuant to the Phase I
Subdivision Improvements Agreement and the Improvements for
Lots 2, 3, and 5 pursuant to the Phase II Subdivision Improvements
Agreement shall have been started. The building permit for the
construction of improvements on Lot 3 may be phased. Upon an
acceptable application for a building permit, an excavation and
foundation permit, may be issued for such work prior to the
installation of the permanent road and water line to Lot 3. The
building permit for improvements above the foundation will not be
issued until there is a sufficient water supply and adequate access
for emergency vehicles to the site.
3. Incorporation of Amendments into Agreement.
The above amendments shall be incorporated into the Agreement for all
purposes. In the event of a conflict between the provisions of the Amendment
and the Agreement, including previous exhibits, addendums and /or
amendments, this Amendment shall control.
The parties have executed this Phase II Subdivision Improvements Agreement for
Lots 2, 3, and 5, Buck Creek PUD Second Amendment as of the date first above written.
TOWN OF AVON, A Colorado
Municipal Corporation ( "Town ")
ATTEST:
Town Attorney
TANAVON CORPORATION, a
Colorado corporation ( "Tanavon ")
By. ---._.
GORE RANGE NATURAL
SCIENCE SCHOOL NON - PROFIT
CORPORATION ( "GRNSS ")
Markian Feduschak
Executive Director