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Home My WebLink About1.0 Fourth Amendment to SIA1 11111 11111 111111 1111 11111 11111 111111 11111 1111 111 598280 03/01/2002 04:38P B1333 P855 M ALSDORF 1 of 6 R 0.00 D 0.00 GARFIELD COUNTY CO FOURTH AMENDMENT TO SUBDIVISION IMPROVEMENTS AGREEMENT ROSE RANCH PLANNED UNIT DEVELOPMENT, PHASE 1 THIS FOURTH AMENDMENT TO SUBDIVISION IMPROVEMENTS AGREEMENT is made and entered into this 19th day of February, 2002, by and between L.B. Rose Ranch, LLC, a Delaware limited liability company ("Owner") and the Board of County Commissioners of Garfield County, Colorado ("County"). WHEREAS, on September 13, 1999 Owner and the County executed pursuant to the requirements and provisions of Section 5:31 of the Garfield County Subdivision Regulations, as amended, a Subdivision Improvements Agreement which addresses and concerns the construction and completion of the public and other improvements to be contained within the Rose Ranch Planned Unit Development, Phase 1 ("Subdivision Improvements"); WHEREAS, under the SIA, Owner was required to complete construction of the Subdivision Improvements on or before September 1, 2000; WHEREAS, on July 10, 2000, and for the purpose of accommodating the delays incurred by Owner in the filing of the final plat for the Rose Ranch Planned Unit Development, Phase 1, Owner and the County amended the SIA ("First Amendment") for the purpose of extending the date for completion of Subdivision Improvements to September 1, 2001; WHEREAS, on September 1, 2000, the final plat for the Rose Ranch Planned Unit Development, Phase 1 ("Final Plat") was filed in the records of the Clerk and Recorder for Garfield County, Colorado. Coincident with the filing of the Final Plat, Owner and the County further amended the SIA (Second Amendment) to allow Owner the flexibility of posting "other acceptable security" for the completion of the Subdivision Improvements; WHEREAS, completion of the Subdivision Improvements under the SIA, as amended, is secured under the Letter of Credit issued by Key Bank (No. S00/97109) on November 6, 2000 ("Letter of Credit"). WHEREAS, on September 17, 2001, and for the purpose of accommodating delays incurred by Owner during the construction of the Subdivision Improvements, Owner and the County again amended the SIA to further extend the date for completion of the Subdivision Improvements to March 1, 2002, which date coincides with the expiration date of the Letter of Credit; WHEREAS, on date even herewith the County by execution of ACKNOWLEDGMENT OF PARTIAL SATISFACTION OF SUBDIVISION IMPROVEMENTS AGREEMENT Rose Ranch Fourth Amendment To Subdivision Improvements Agreement Page 1 A:1Roseranch fourth.sia extension.02-13-02.wpd 1111111 11111 I 111111111111111111111111 11111 11111111 . 598280 03/01/2002 04:38P 61333 P856 M ALSDORF 2 of 6 R 0.00 D 0.00 GARFIELD COUNTY CO reduced the total amount of costs to be secured by the Letter of Credit under the SIA, as amended, to Three Million One Hundred and Seventy -Nine Thousand Seventy -Seven and 21/100 dollars ($3,179,077.21) to reflect the amount of Subdivision Improvements that have been completed by Owner to date; WHEREAS, Owner has experienced additional construction delays which will prevent Owner from completing the Subdivision Improvements by March 1, 2002; WHEREAS, Owner and the County have agreed further extend the time period for construction of the Subdivision Improvements under the SIA, as amended, to allow the completion thereof in accordance with Owner's anticipated construction schedule; and WHEREAS, Owner has agreed, as a condition precedent to the extension above described, to secure the completion of construction of the Subdivision Improvements under the SIA pursuant to letter of credit or such other form of security as may be acceptable to the County for the entire time period of said extension, if not earlier released by the County. NOW THEREFORE, for and in consideration of the premises and the following mutual covenants and agreements, Owner and the County agree as follows: 1. Subject to Owner's full and complete satisfaction of the requirements set forth within Paragraph 2 hereinbelow, the time period for completion of the Subdivision Improvements under the SIA, as amended, is hereby extended to December 31, 2002. 2. Prior to March 1, 2002, Owner shall provide to the County a letter a credit or other form of security to secure the completion of construction of the Subdivision Improvements under the SIA, as amended. The letter of credit or other form of security shall be in a form acceptable County, shall be equivalent in amount to cover the total costs of the yet to be released Subdivision Improvements above stated and shall be remain in effect for the entire length of the extension hereinabove set forth unless earlier released by the County. 3. The Clerk and Recorder for Garfield County, Colorado is hereby authorized to hold, for filing within her Office's records, this Fourth Amendment to Subdivision Improvements Agreement until such time as Owner has fully complied with the provisions set forth within Paragraph 2, hereinabove. 4. In the event Owner fails or is otherwise unable to comply with the provisions of Paragraph 2. hereinabove, this Agreement shall terminate and be of no further force or effect. 5. All remaining terms and provisions of the SIA, as amended, not addressed or otherwise affected by this Fourth Amendment to Subdivision Improvements shall remain unaffected by the same and in full force and effect. Rose Ranch Fourth Amendment To Subdivision Improvements Agreement Page 2 A:1Roseranch fourth.sia extension.02-13-02.wpd 1 11111 11111 111111 1111 11111 11111 111111 11111 1111 1111 598280 03/01/2002 04:38P B1333 P857 M ALSDORF 3 of 6 R 0.00 D 0.00 GARFIELD COUNTY CO ENTERED INTO this day and year first above written L.B. ROSE RANCH, L�� . C a Delaware limited 1ia s!!' y company 1/ .6 � y A. Thulson, Attorney in Fact for `L.B. Rose Ranch, LLC BOARD OF COUNTY COMMISSIONERS OF GARFIELD Cp-I TY, COLORADO By Chairman A:\Roseranch fourth.sia extension.02-13-02.wpd Rose Ranch Fourth Amendment To Subdivision Improvements Agreement Page 3 A:1Roseranch fourth.sia extension.02-13-02.wpd KeyBank 1111111 IIIII 111111 IIII IIIII1111191A11 III IIIII IIII IIII 598280 03/01/2002 04:38P B1333 P858 M ALSDORF 4 of 6 R 0.00 D 0.00 GARFIELD COUNTY CO A KeyCorp Bank KEYBANK NATIONAL ASSOCIATION STANDBY LETTER OF CREDIT PROCESSING AND SERVICE CENTER 4910 TIEDEMAN ROAD - OH01510435 CLEVELAND, OHIO 44144-2338, USA SWIFT: KEYBUS33SLC TELEX: 212525 SNB UR PHONE: 216-813-3701 FAX: 216-813-3718 IRREVOCABLE STANDBY LETTER OF CREDIT NO. S304308 DATE: FEBRUARY 28, 2002 Beneficiary: Board of County Commissioners Garfield County State of Colorado Suite 300, 109 Eighth Street Glenwood Springs, Colorado 81601 Gentlemen: Applicant: Lehman Brothers Holding Inc. 3 World Financial Center 200 Vesey Street, 24th Floor New York, New York 10285 Amount: USD 3,179,077.21 Expiry: June 30, 2003 We hereby establish our irrevocable standby Letter of Credit No. S304308 in your favor for account of Applicant listed above for a sum or sums not exceeding a total of United States Dollars Three Million One Hundred Seventy Nine Thousand Seventy-seven and 21/100, available by your draft(s) at sight drawn on KeyBank National Association, Denver, Colorado 80202, accompanied by the following documents: 1. Beneficiary's Certificate, purportedly signed by one of its officials, reading: "We hereby certify that a default has occurred under the Subdivision Improvement Agreement, Rose Ranch Planned Unit Development Phase 1, dated September 13, 1999 which after proper notice has not been cured." 2. The original of this Letter of Credit. Partial drawings are permitted. All drafts drawn under this Credit must be marked: "Drawn under KeyBank National Association Credit No. S304308 dated February 28, 2002", and each drawing must be endorsed on the reverse side of this original Credit. Authorized Signature Page 1 of 3 Authorized Sj nature 1111111 IIIII 111111 AI IIIY fllll 1111111 III IIIII IIII IIY KeyBank 559of80 8 R30.002002 0.00:38P GARFIELD3COUNTYMCOLSDORF KEYBANK NATIONAL ASSOCIATION Irrevocable Standby Letter of Credit No. S304308 dated February 28, 2002 Except so far as otherwise expressly stated, this Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500. The amount available under this Letter of Credit may be reduced from time to time upon receipt by KeyBank National Association of a Reduction Certificate as per Annex I, attached hereto, which forms an integral part of this Credit. Each reduction must be endorsed on the reverse side of this original Letter of Credit We hereby engage with you that all drafts drawn under and in compliance with the terms of this Credit will be duly honored on due presentation and delivery of documents as specified to KeyBank National Association, Commercial Lending Department, 1675 Broadway, Suite 500, Attention: Cedric L. Buchanon (Mail Code: CO02-WT-0502), Denver, Colorado 80202 on or before June 30, 2003. 417:7/.:14 orized Signature Authorized, ignatur, Page2of3 1111111 11111 111111 1111 11111111111111111 111 11111 11111111 KeyBank 6Qofa0 6 R30 002D00.002 :GARFIELD38P 3COUNTYMCOL$DORF KEYBANK NATIONAL ASSOCIATION Irrevocable Standby Letter of Credit No. S304308 dated February 28, 2002 ANNEX 1 REDUCTION CERTIFICATE TO: KeyBank National Association Standby Letter of Credit Processing and Service Center 4910 Tiedeman Road — OH01510435 Cleveland, Ohio 44144-2338 Re: KeyBank National Association Standby Credit No. S304308 Gentlemen: The undersigned, a duly authorized official of the Board of County. Commissioners, Garfield County, State of Colorado hereby certifies that the improvements required by the Subdivision Improvement Agreement, Rose Ranch Planned Unit Development Phase 1, dated September 13, 1999 have been partially completed and, therefore, the amount of the above -referenced Letter of Credit shall be reduced by USD to a new total of not exceeding USD The original Letter of Credit is attached for endorsement. Board of County Commissioners Garfield County, State of Colorado _Authorized Signature By: Title: 4 Page 3 of 3 Authorized gnature