TC Res. No. 2003-53TOWN OF AVON
RESOLUTION NO. 03-53
SERIES of 2003
A RESOLUTION APPROVING FIRST AMENDMENT TO ESCROW
AGREEMENT FOR SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE
VILLAGE (AT AVON) FILING 1, TOWN OF AVON, EAGLE COUNTY,
COLORADO
WHEREAS, Traer Creek LLC has submitted a proposed "First Amendment to Escrow
Agreement" for the Subdivision Improvements Agreement for The Village (at Avon)
Filing 1, Town of Avon, Eagle County, Colorado; and
WHEREAS, Catellus Development Corporation, a Delaware corporation (CDC) no
longer has any remaining ownership interest in The Village (at Avon); and
WHEREAS, the proposed "First Amendment to Escrow Agreement deletes CDC from
the Escrow Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO, that the Town hereby finds and determines that the
First Amendment to Escrow Agreement for the Subdivision Improvements Agreement
for The Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado is hereby
approved.
ADOPTED THIS 97~'A- DAY OF DECEMBER 2003.
TOWN COUNCIL
TOWN OF AVON, COLORADO
Albert D. Reynolds, M or
ATTEST:"
Qz, i
Patty c enny, T Clerk
I:\Town Clerk\Council\Resolutions\2003\Resolution No. 03-53 Escrow I st Amend Doc
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FIRST AMENDMENT TO ESCROW AGREEMENT
THIS FIRST AMENDMENT TO ESCROW AGREEMENT (this "First
Amendment') is entered into as of the 9A day of * rL)e*_ejLQt;?_ , 2003, by
and between Traer Creek LLC, a Colorado limited liability company ("Traer'), Catellus
Development Corporation, a Delaware corporation ("CDC"), the Town of Avon, a
Colorado municipality, by and through its Council (the "Town") and Stewart Title of
Vail, Inc. ("Stewart Title"). Traer, CDC, the Town and Stewart Title are sometimes
hereinafter collectively referred to as the "Parties".
R1FrTTAi.S
WHEREAS, Traer, Traer Creek Metropolitan District, a quasi-municipal
corporation and political subdivision of the State of Colorado, and the Town entered into
a Subdivision Improvements Agreement recorded May 8, 2002 at Reception No. 795008
of the Eagle County, Colorado real property records (the "Improvements Agreement"),
providing for the completion of certain improvements for The Village (at Avon); and
WHEREAS, pursuant to the Improvements Agreement, Traer agreed to deposit
into escrow (the "Escrow') certain sums to ensure the performance and completion of
the terms of the Improvements Agreement; and
WHEREAS, Traer, the Town and Stewart Title entered, into that certain Escrow
Agreement dated May'7, 2002 (the "Escrow Agreement'), establishing the Escrow and
describing the rights and obligations of the Parties in connection therewith. All
capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in
the Escrow Agreement; and
WHEREAS, on September 18, 2003, EMD Limited Liability Company, a
Colorado limited liability company, purchased all of the interest of Catellus Commercial
Group, LLC, a Delaware limited liability company ("CCG" in and to Traer and Traer
Creek-HD LLC, a Colorado limited' liability company ("Traer Creek-HD"). CCG is an
affiliate of CDC. As ,a result of the closing of the purchase and sale of CCG's interest in
and to Traer and Traer Creek-HD, neither CCG nor CDC has any remaining ownership
interest in The Village (at Avon); and
WHEREAS, the Parties desire to amend the Escrow Agreement to delete
reference to all of the rights and obligations of CDC described therein.
AMENDMENT
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements of the Parties contained in the Escrow Agreement and in this First
Amendment, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
13064/traer
1. Incorporation of Recitals. The recitals set forth above are incorporated
into the operative provisions of.ths First Amendment.
2. Distribution of Escrow Funds. Notice to Stewart Title to distribute
progress payments to Traer from the Escrow Funds shall be executed by authorized
representatives of Traer and the Town only. All references to CDC contained in
Paragraph 2 of the Escrow Agreement are hereby deleted in their entirety. In addition,
Traer shall no longer be required to provide notice,of any requested disbursement to
Comerica Bank - California. In accordance therewith, the second sentence of Paragraph
2 of the Escrow Agreement is hereby deleted in its entirety.
3. Termination of Escrow. Notice of termination of Escrow shall be
provided to Stewart Title by Traer and the Town only. All references to CDC contained
in Paragraph 3 of the Escrow Agreement are hereby deleted in their entirety.
. 4. Default. CDC shall no longer receive Notice of default of the
Improvements Agreement by Traer. All references to CDC contained in Paragraph 4 of
the Escrow Agreement are hereby deleted in their entirety.
5. Notices. All contact information for CDC contained in Paragraph 5 of the
Escrow Agreement is hereby deleted in its entirety.
6. Amendment and Revocation. The consent of CDC shall not be required
for any further amendments to the Escrow Agreement. Paragraph 8 of the Escrow
Agreement is hereby revised accordingly.
7. Effect of Amendment. Except as herein modified, the Escrow Agreement
shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date and year first written above.
13064/traer
TRAER CREEK LLC, a Colorado limited
liability company
By an
agnus Lin lm, Manager
TOWN OF AVON, a Colorado
municipality
B
Its:
2
y
13064/traer
STEWART TITLE OF VAIL, INC.
By: -
4 .
CATELLUS DEVELOPMENT
CORRORATION, a Delaware corporation
By CATELLUS COMMERCIAL
DEVELOPMENT CORPORATION, its
Agent
By:
Its: President
3
n
Memo,
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
From: Norman Wood, Town Engineer
Date: December 1, 2003
Re: The Village (at Avon) Filingl Subdivision Improvements Agreement
Resolution No. 03-53 Approving First Amendment to Escrow Agreement
Summary: Traer Creek LLC has submitted a proposed "First Amendment to
Escrow Agreement" for the Subdivision Improvements Agreement for The Village (at Avon)
Filing 1. Catellus Development Corporation (CDC) has no remaining ownership interest in
The Village (at Avon) and the proposed First Amendment to Escrow Agreement removes
CDC from the Agreement. This Escrow Agreement is for the developer portion of the
improvements or approximately $900,000 of the total project costs. The deletion of CDC
from the Escrow Agreement is the only change made by the First Amendment.
The majority of the project costs, approximately $19,000,000, are funded by the Metropolitan
District. These costs are secured by a District resolution that commits the funds to completion
of the project in accordance with the Subdivision Improvements Agreement. These funds can
only be released with the Town's approval.
We recommend approval of Resolution No. 03-53, Series of 2003, A Resolution Approving
First Amendment to Escrow Agreement for Subdivision Improvements Agreement for The
Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado.
Recommendation: Approve Resolution No. 03-53, Series of 2003, A
Resolution Approving First Amendment to Escrow Agreement for Subdivision Improvements
Agreement for The Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado.
Town Manager Comments:
1:1Engineering\Avon Village12.0 Filing 1 12.5 Final PlaAAgreerrentslEscrow 1 st Amend Menm.Doc
TOWN OF AVON
RESOLUTION NO. 03-53
Series of 2003
A RESOLUTION APPROVING FIRST AMENDMENT TO ESCROW , .
AGREEMENT FOR SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE
VILLAGE (AT AVON) FILING 1, TOWN. OF AVON, EAGLE COUNTY,
COLORADO'
WHEREAS, Traer Creek LLC has submitted a proposed "First Amendment to Escrow
Agreement" for the Subdivision Improvements Agreement for The Village (at Avon)
Filing 1, Town of Avon, Eagle County, Colorado; and
WHEREAS, Catellus Development Corporation, a Delaware corporation (CDC) no
longer has any remaining ownership interest in The Village (at Avon); and
WHEREAS, the proposed "First Amendment to Escrow Agreement deletes CDC from
the Escrow Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO, that the Town hereby finds and determines that the
First Amendment to Escrow Agreement for the Subdivision Improvements Agreement
for The Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado is hereby
approved.
ADOPTED THIS DAY OF DECEMBER 2003.
TOWN COUNCIL
TOWN OF AVON, COLORADO
Albert D. Reynolds, Mayor
ATTEST:
Patty McKenny, Town Clerk
1:\E,ngineering\Avon Village\2.0 Filing 1\2.5 Final Plat\Agreements\Escrow 1 st Amend Resolution.Doc
w
FIRST AMENDMENT TO ESCROW AGREEMENT
THIS FIRST AMENDMENT TO ESCROW AGREEMENT (this "First -
Amendment") is entered into as of the day of , 2003, by.
and between Traer Creek LLC, a Colorado limited, liability company ("Traer" CateI1us
Development Corporation, a Delaware corporation("CDC'), the Town of Avon, a
Colorado municipality, by and through its Council (the "Town") and Stewart Title of
Vail, Inc. ("Stewart Title'). Traer, CDC, the Town and Stewart Title are sometimes
hereinafter collectively referred' to as the "Parties":
RECITALS
WHEREAS, Traer, Traer Creek Metropolitan District, a quasi-municipal
corporation and political subdivision of the State of Colorado, and the Town entered into
a Subdivision Improvements Agreement recorded May 8, 2002 at Reception No. 7°5008
of the Eagle, County, Colorado real property records (the "Improvements Agreemenn,
providing for the completion of certain improvements for The Village (at Avon); and
WHEREAS, pursuant to the Improvements Agreement; Traer agreed to deposit
into escrow (the "Escrow") certain sums to' ensure the performance and completion of
the terms of the Improvements Agreement; and
WHEREAS, Traer, the Town and Stewart Title entered into that certain Esercrw
Agreement dated May 7, 2002 (the "Escrow Agreement"), establishing the Escrow and
describing the rights and obligations of the Parties in connection therewith. All
capitalized "terms not otherwise defined herein shall have the meaning ascribed thereto in
the Escrow Agreement; and
WHEREAS, on September 18, 2003, EMD Limited Liability Company, a
Colorado limited liability company, purchased all of the interest of Catellus Commercial
Group, LLC, a Delaware limited liability company ("CCG"), in and to Traer and Traer
Creek-HD LLC, a Colorado limited liability company ("Traer Creek-HD'). CCG is an
affiliate of CDC. As a result of the closing of the purchase and sale of CCG's interest in
and to Traer and Traer Creek-HD, neither CCG nor CDC has any remaining ownership
interest in The Village (at Avon); and
WHEREAS, the Parties desire to amend the Escrow Agreement to delete
reference to all of the rights and obligations of CDC described therein.
AMENDMENT
NOW, THE in consideration of the premises, the mutual covenants
and agreements of the Parties contained in the Escrow Agreement and in this First
Amendment, and'for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
13064/traer
1. Incorporation of Recitals. The recitals set forth above are incorporated
into the operative provisions of this First Amendment.
2. Distribution of Escrow Funds. Notice to Stewart Title to distribute
progress payments to Traer from the Escrow Funds shall be executed by authorized
representatives of Traer and the Town only. All references to CDC contained in .
Paragraph 2 of the Escrow Agreement are hereby deleted in their entirety. In addition,
Traei shall no longer be required to provide notice of any requested disbursement to
Comerica Bank - California. In accordance therewith, the second sentence of Paragraph
2 of the Escrow Agreement is hereby deleted in its entirety.
3. Termination of Escrow. Notice of termination of Escrow shall be
provided to Stewart Title by Traer and the Town only. All references to CDC contained
in Paragraph 3 of the Escrow Agreement are hereby deleted in their entirety.
-.4. Default. CDC shall no longer receive Notice of default of the
Improvements Agreement by Traer. All references to CDC contained in Paragraph 4 of
the Escrow Agreement are hereby deleted in their entirety.
.5. Notices. All contact information for CDC contained in Paragraph 5 of the
Escrow Agreement is hereby deleted in its entirety.
6. Amendment and Revocation. The consent of CDC shall not be required
for any further amendments to the Escrow Agreement. Paragraph 8 of the Escrow
Agreement is hereby revised accordingly.
7. Effect of Amendment. Except as herein modified, the Escrow Agreement
shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date and year first written above.
TRAER CREEK LLC, a Colorado limited
liability company
By.
agnus Lind lm, Manager
TOWN OF AVON, a Colorado
municipality
By:
Its:
13064/traer 2
STEWART 'T'ITLE OF VAIL, INC.
By: _
CATELLUS DEVELOPMENT
COPRORATION, a Delaware corporation
By CATELLUS COMMERCIAL
DEVELOPMENT CORPORATION, -its
Agent
By:
-
Its: President _
it
13064ltmer 3