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HomeMy WebLinkAbout2024-39 A Resolution Approving the Second Amended and Restated Development Agreement between Town of Vail and Triumph Timber Ridge LLC Regarding the Development of Timber Ridge VillageRESOLUTION NO. 39 Series of 2024 A RESOLUTION APPROVING THE SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF VAIL AND TRIUMPH TIMBER RIDGE, LLC REGARDING THE DEVELOPMENT OF TIMBER RIDGE VILLAGE WHEREAS, on June 16, 2023, the Town and Triumph Timber Ridge, LLC ("Triumph") executed a Development Agreement for the redevelopment of the Timber Ridge Apartments; WHEREAS, on May 7, 2024, the Town and Triumph executed the Amended and Restated Development Agreement for the redevelopment of the Timber Ridge Apartments (the "First Amended Agreement"); WHEREAS, the Town and Triumph now wish to amend the First Amended Agreement to elaborate on the terms of the development process and the parameters of the development, as set forth in the Second Amended and Restated Development Agreement attached hereto (the "Second Amended Agreement"). WHEREAS, on July 17, 2024, the Town Council approved a prior version of the Second Amended and Restated Development Agreement, but that version was not executed by either the Town or Triumph, and the Town Council now wishes to approve the attached version instead. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. The Town Council hereby approves the Second Amended Agreement in substantially the form attached hereto, subject to final approval by the Town Attorney. Upon such approval, the Town Manager is authorized to execute the Second Amended Agreement on behalf of the Town. INTRODUCED, READ, APPROVED AND ADOPTED this 23 rd day of July, 2024. ___________________________________ Travis Coggin, Mayor ATTEST: _____________________________ Stephanie Kauffman, Town Clerk 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the "Agreement") is made this ___ day of _____________, 2024 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town"), and Triumph Timber Ridge, LLC, a Delaware limited liability company with an address of 105 Edwards Village Boulevard, C201, Edwards, CO 81632 ("Developer") (each a "Party" and collectively the "Parties"). WHEREAS, the Town owns the real property described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, the Town wishes to convey the Property to Developer for the redevelopment of the Property for deed-restricted employee housing (the "Development"); WHEREAS, the Parties wish to elaborate on the terms of the Development process and parameters of the Development, with the mutual understanding that the Development will be at Developer's sole risk, other than the express obligations of the Town set forth in this Agreement; WHEREAS, on June 16, 2023, the Parties executed a Development Agreement for the Development (the "Prior Agreement"), WHEREAS, on May 15, 2024, the Parties executed an Amended and Restated Development Agreement for the Development, which replaced the Prior Agreement; and WHEREAS, this Agreement is intended to replace and supersede the Amended and Restated Agreement in all respects; NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is mutually acknowledged, the Parties agree as follows: 1. General Terms of Development. a. Design and Layout. The Development will consist of: 294 residential dwelling units (each a "Unit") in 7 individual buildings, with a total of 555 bedrooms; a minimum of 346 enclosed, surface and on-street parking spaces; and associated landscaping, lighting, driveway and walkway improvements. The total number of Units will be comprised of 58 studio Units, 74 one-bedroom Units, 79 two-bedroom Units, 67 three-bedroom Units, and 16 four-bedroom Units. b.Plans. The Guaranteed Maximum Price ("GMP") plans for the Development are attached hereto as Exhibit B and incorporated herein by this reference (the "Plans"). The Parties anticipate that the Plans may be revised to finalize permitting and construction documents, with approval of both Parties, without the necessity of an amendment to this Agreement. 2 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX c. Development Costs. The total estimated cost for completion of the Development is set forth in Exhibit C, attached hereto and incorporated herein by this reference, as amended by mutual agreement of the Parties (the "Development Costs"). 2. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a.Building Permit:includes a building permit, asbestos abatement permit, demolition permit or grading and foundation permit. b. Cash Contribution: the amount of $38,614,769, to be paid by the Town toward the Development. c. Deposit Funds. the earnest money deposits collected by Developer under Developer's contracts with prospective business buyers to purchase Units, in the expected budgeted amount of $10,000,000, which shall be used by Developer to complete the Development. d. Deposit Shortfall: any shortfall in the amount of Deposit Funds. e. Development Plan: the development plan approved by the Town pursuant to the Vail Town Code, with application numbers DRB23-0281, DRB23-0281.001 and DRB23-0281.002. f. Financial Contribution: the total amount of the Cash Contribution and the Transit Stop Costs, which equals $40,523,046. g. Land Contribution: $10,446,722, which equals the value of the land and related entitlements for the Development. h. Legal Challenge: a legal proceeding filed by a third party unrelated to the Parties challenging this Agreement or the zoning, platting or other development approval, an appeal of any zoning, platting or other development approval, or a petition for referendum to repeal any ordinance approving a development application. i. Lender: FirstBank, a Colorado state banking corporation, or its lawful successors or assigns. j. Loan: the amount of construction financing for the Development from Lender in an amount not to exceed $115,000,000. k. Net Sales Proceeds: with respect to each Unit, the gross sale price of the Unit less: (i) the amount required to be paid upon the sale with respect to any loans payable by Developer related to the Development and (ii) customary costs of sale of the Unit, including without limitation prepaid or prorated items, title company charges, closing costs, and other appropriate fees and expenses. 3 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX l. Reimbursement: $49,061,491, which equals the Total Contribution less the Transit Stop Costs. m. Reversionary Interest: the interest of the Town that will be retained at the closing of the Loan, which shall allow the Town, at its option, to cause title to the Property to revert to the Town if Developer defaults. n. Total Contribution: $50,969,768, which equals the Financial Contribution plus the Land Contribution. o. Transit Stop Costs: $1,908,277, which is the total actual cost for construction of the Transit Stop Unit. p. Tri-Party Agreement: the agreement among Lender, Developer and the Town regarding the Financial Contribution, which will be executed as part of the closing of the Loan. 3. Obligations of the Town. a. Conveyance. At the closing of the Loan, the Town shall convey the Property to Developer, by special warranty deed subject to statutory exceptions and also subject to the Reversionary Interest. Developer shall provide the Town with at least 7 days' advance written notice of the date of such closing. b. Taxes. Unless the Development is otherwise exempted, the Town shall refund 100% of all amounts paid by Developer for the Town's construction and building materials use tax applicable to the Development, which refund shall be paid by the Town to Developer within 7 days after Developer's payment. c. Deed Restrictions. Currently, the entire Property is subject to an existing deed restriction, dated July 17, 2003 and recorded with Eagle County at Reception No. 840811 (the "Existing Deed Restriction"). Upon completion of construction and prior to a sale of any portion of the Property by Developer, the Parties shall replace the Existing Deed Restriction with new, separate deed restrictions against of each of the newly established condominium Units in the Development. The new deed restriction shall be in the form attached hereto as Exhibit D and incorporated herein by this reference (the "New Deed Restriction"). d. Contributions. Expressly subject to Section 14.h. hereof, the Town shall fund the Total Contribution before Lender funds the Loan. e. Payment. On a monthly basis, on or before the 5th day of the month, the Town shall make payments of the Financial Contribution to Developer's construction draw account with Lender, until the maximum amount of Financial Contribution has been paid to Developer's construction draw account. The Town shall authorize disbursement of all undisputed amounts within 14 days after receipt of the disbursement request. The Town acknowledges that failure to timely authorize disbursement of the Financial Contribution 4 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX or any installment thereof may cause a default by Developer under its construction contracts and may jeopardize the timely completion of the Development. Therefore, time is of the essence in the authorization of disbursement of the Financial Contribution. If any disbursement is not authorized by the Town in a timely manner, the Town shall pay a late fee in the amount of 10% of the requested disbursement, and the Town shall be responsible for any interest or other costs incurred by Developer as a result of the untimely authorization of disbursement. 4. Developer's General Obligations. a. Development. Subject to the terms and conditions of this Agreement and the obligations of the Town hereunder, Developer shall be solely responsible for ensuring that the Development is constructed in compliance with this Agreement, the Plans and all applicable law, including without limitation design, engineering, testing, entitlement, and horizontal and vertical construction, at Developer's sole risk. b. Development Plan. Changes to the Development Plan shall be governed by the Vail Town Code. c. Applications, Drawings and Permits. Developer shall prepare all applications, design drawings and plans for the Development, and shall be responsible for obtaining all required Building Permits and other permits for the Development, at Developer's own expense. d. Professional Responsibility. Developer hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Developer shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Developer hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. e. Applicable Law. In connection with the Development, Developer shall comply with all applicable law, including without limitation all current and future federal, state and local statutes, regulations, ordinances and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation or investigation of a Hazardous Material; and the protection of human health, safety or the indoor or outdoor environmental, including (without limitation) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic 5 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable Colorado environmental laws; and all other federal, state or local laws and regulations relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, now or at any time hereafter in effect. f. Books and Records. Developer shall maintain all books and records related to the Development for public inspection. Upon request by the Town or its agent, Developer shall provide evidence of all costs and expenses related to the Development. g. Financing Contingency. Developer shall not be entitled to close on the Loan unless and until Developer has produced to the Town fully executed purchase and sale agreements for Units totaling at least $97,000,000, based on the values set forth in Exhibit G, attached hereto and incorporated by this reference. The total of $97,000,000 may include the Town Units (defined below) and Habitat Units. As set forth in the Tri- Party Agreement, Developer has caused Lender to provide the Town with the right to cure any default by Developer under the Loan. h. Reimbursement. As provided below, Developer shall reimburse the Town for the Reimbursement. i. Deposit Shortfall. In the event of any Deposit Shortfall, Developer shall provide funds to cover the Deposit Shortfall. 5. Construction. a. Schedule. Developer shall commence construction of the Development within 30 days after the closing of the Loan, and thereafter manage the schedule of construction of the Development and complete and deliver the Development to the Town in compliance with the schedule attached hereto as Exhibit E and incorporated herein by this reference (the "Schedule"). b. General Contractor. The construction contract with the general contractor has been approved by the Town. Developer is authorized to select a replacement general contractor, if necessary, at Developer’s discretion, but only after consultation with the Town. Any other material changes to the construction contract shall require the Town’s prior written approval. c. Warranty. Developer shall cause the general contractor to provide a one- year warranty to the buyers of the Units, commencing on the date of closing of the sale of each Unit. If the closing of the sale of a Unit occurs more than 90 days after issuance of a certificate of occupancy for such Unit, the one-year warranty shall be reduced one day for each day that closing occurs after such 90-day period. During the warranty period, Developer shall manage any work performed by the general contractor or any subcontractor under the warranty. 6 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX 6. Public Improvements. a.Construction. i. Developer shall cause to be constructed all required public improvements associated with the Development and approved by the Town, as depicted on the Plans (the "Public Improvements"). The Public Improvements are expected to include sidewalks and stairs, the Transit Stop, street lights and fixtures, and landscaping within the public right-of-way, and South Frontage Road traffic lane improvements, including drainage. ii. The Town may make reasonable engineering observations. Observation, acquiescence in or approval by any engineering inspector of the construction of physical facilities at any particular time shall not constitute the approval by the Town of any portion of such Improvements. iii. Developer shall provide all necessary engineering designs, surveys, field surveys and incidental services related to the construction of the Public Improvements, including reproducible "as-built" drawings certified accurate by a professional engineer registered in the State of Colorado. iv. Developer shall be fully responsible for the prompt repair of any property which may be damaged during construction of the Public Improvements, whether such property is public or private. To the extent any construction traffic damages any Town streets, Developer shall be responsible for repair of such damage or the reconstruction of such streets, as the Town determines appropriate. v. Developer shall not be considered the agent of the Town in the construction, erection or operation of any Public Improvements. b. Delivery and Acceptance. i. Upon completion of any Public Improvements, Developer shall submit to the Town written notice of completion. Within 14 days after the notice, the Town shall either: issue written notice to Developer of completion and acceptance of the Improvements; or issue written notice to Developer that the Town does not accept all or any portion of the Improvements, accompanied by a detailed description of the issues that must be remedied for the Town to accept the Improvements. The Town's failure to issue either notice shall be deemed the Town's acceptance of the Improvements. ii. Upon completion of any remedial work, Developer shall again give notice and the procedures described in this Section will be repeated with respect to such items. iii. Acceptance of Improvements is the binding acknowledgement of the Town that the improvements accepted are complete and Developer has satisfied its 7 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX obligations under this Agreement with respect to the construction of same, subject only to the warranty provisions of this Agreement. c. Warranty. Developer warrants and guarantees that, for 2 years from the date of acceptance, each Public Improvement: is not defective; will not fail; has been constructed and installed in a workmanlike manner suitable for its intended uses; and has been constructed in compliance with all applicable law and all applicable land use approvals. d.Transit Stop. The transit stop shall be a separate common interest ownership Unit (the "Transit Stop Unit"). Upon completion, provided that the Town is not in default of this Agreement, Developer shall convey the Transit Stop Unit to the Town by special warranty deed, at no cost. 7. Sale of Units. a. Subdivision. Developer shall be responsible for the preparation and filing of all required applications to subdivide the Property so as to enable the Units to be sold in compliance with the Plans. The subdivision will be subject to the Existing Deed Restriction, which shall be replaced with the New Deed Restriction at the closing of the sale of each Unit. The New Deed Restriction shall be acknowledged by a Transfer of Deed Restriction executed between Developer and the purchaser of the Unit on the Town’s then-current form. b. Common Interest Community. Developer shall be responsible, at Developer's sole expense, for the drafting and recordation of all necessary documents to create a common interest community on the Property. The details of the common interest community and the final documents establishing such community are subject to the Town's approval. The Transit Stop Unit shall not be subject to association dues, and the common interest community association shall not be subject to capital maintenance expenses and operational costs attributable to the Transit Stop Unit. Developer shall be engaged for professional management of the common interest community association and operation of the Development (either through an independent third party or an affiliate or agent of Developer) on commercially reasonable terms. c. Marketing and Contracts. Developer shall be responsible for all matters related to the marketing for sale, contracting for sale, and all other matters related to the sale of the Units and all costs related thereto. Developer shall use the form of each purchase and sale agreement that has been approved by the Town. d. Town Units. i. Developer shall sell to the Town any of the Units identified on Exhibit F attached hereto and incorporated herein by this reference, at the prices set forth in Exhibit F (each a "Town Unit" and collectively the "Town Units"). The Town agrees to purchase at least $25,449,948 worth of Units. The Town shall provide written notice to Developer of which Units the Town will purchase prior to the initial funding 8 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX of the Loan. At that time, the Town will agree to choose unsold units in priority of completion: Building A first and Building B second , Buildings E and F next, up to the amount of $25,449,948. If the Town fails to deliver such notice prior to the initial funding of the Loan, Developer may choose which Units will be purchased by the Town. ii. Developer shall provide a one-year warranty on the Town Units, commencing from the date of closing. If the closing of the sale of a Town Unit occurs more than 90 days after issuance of a certificate of occupancy for such Town Unit, the one-year warranty shall be reduced one day for each day that closing occurs after such 90-day period. iii. The provisions of this Section will be reflected in the purchase and sale agreement between the Parties, which purchase and sale agreement shall be fully assignable by the Town without Developer's consent. e. Other Units. The Town shall have the right, but not the obligation, to purchase any other Units in the Development. For any Units that are not sold and retained by Developer, Developer may lease such Units to qualified occupants subject to the Deed Restriction. 8. Compensation. a. Developer Fee. For planning, staffing, managing and completing the Development in accordance with the Plans and this Agreement, the Developer shall earn a fee of $8,175,000 (the "Developer Fee"). The Developer Fee is budgeted in the Development Costs and is not included in the Financial Contribution. If Developer pays any Deposit Shortfall, the amount of Deposit Shortfall paid by Developer shall be repaid prior to any disbursements under Subsection b. hereof. b. Sales Proceeds. i. In addition to the Developer Fee, following repayment of the Loan, Developer shall transfer an amount equal to 80% of the Net Sales Proceeds from the initial sale of each Unit to the Town and applied as repayment of the Cash Contribution, and the remaining 20% shall be retained by the Developer. This 80/20 split shall continue until Town has received $38,614,769; the total Cash Contribution. This 80/20 split shall not apply in the case of any assignment of this Agreement, and the Town shall be entitled to 100% of the Net Sales Proceeds, until the Town has received the total Cash Contribution. ii. Once the Town has received the total Cash Contribution Developer will receive 100% of the Net Sales Proceeds until the Developer received $16,400,000. iii. Once Developer has received $16,400,000 from Net Sales Proceeds and the Town has received the total Cash Contribution, Developer shall transfer 100% 9 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX of Net Sales Proceeds to the Town, until the Town has received the total Land Contribution, which means the Town will have received the total Reimbursement. iv. Once the Town has received the total Reimbursement, Developer shall transfer 15% of Net Sales Proceeds to the Town, and shall retain 85% of Net Sales Proceeds. c. Transfer of Units. Upon the later of: (1) 90 days after the date of issuance of a certificate of occupancy for the last completed building in the Development; or (2) the full repayment of the Loan (the "Trigger Date"), if the Town has not received the full amount of the Reimbursement, then Developer shall transfer Units to the Town as a credit (the "Credit") against the remaining amount of the Reimbursement, subject to the following conditions: i. The closing of the transfer of the Units to the Town shall occur no later than 30 days after the Trigger Date. ii. The amount of the Credit shall be the value of the Units being transferred, as set forth in Exhibit G. iii. The Town shall have the option to select the Units it wishes to accept as Credit, until the Town has received the total Cash Contribution. Once the Town has received the total Cash Contribution, if Developer has not received $16,400,000 from Net Sales Proceeds, Developer may retain Units to reach the amount of $16,400,000, using the values set forth in Exhibit G as the basis. Once Developer has retained Units to reach the amount of $16,400,000, if any amount of the Reimbursement remains due and owing to the Town, the Town shall accept Units as the Credit until the total Land Contribution has been paid. 9. Term and Termination. a.Term. This Agreement shall commence on the Effective Date, and, unless otherwise terminated as provided herein, shall terminate 2 years after the issuance of the final certificate of occupancy for the Development, provided that the warranty, insurance and indemnification provisions of this Agreement shall survive its termination. b. Termination. If, by August 21, 2024, Developer has not produced to the Town fully executed purchase and sale agreements for Units totaling at least $97,000,000, based on the values set forth in Exhibit G, either Party shall have the right to terminate this Agreement upon written notice delivered to the other Party. The total of $97,000,000 may include the value of the Town Units, up to the maximum amount of $25,449,948. If the Agreement is terminated under this Section, the ownership of all plans, specifications, studies, reports and other documents related to the Development shall automatically transfer to the Town, at no cost. 10 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX 10. Insurance. a.Policies. Developer agrees to procure and maintain, at its own cost (included in the Contract Price), a policy or policies of insurance as described on Exhibit H, attached hereto and incorporated herein by this reference, including commercial general liability insurance as an Owner Controlled Insurance Policy (the "OCIP"), fire and extended coverage insurance, which during construction shall be carried in Builder’s Risk form, and pollution insurance. b. Standards. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by Developer. Developer shall be solely responsible for any deductible losses under any policy. c. Certificates. Developer shall provide to the Town certificates of insurance as evidence that the required policies are in full force and effect. The certificates shall identify this Agreement. 11. Indemnification. Developer agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, construction defect, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Developer, any subcontractor of Developer, or any officer, employee, representative, or agent of Developer, or which arise out of a worker's compensation claim of any employee of Developer or of any employee of any subcontractor of Developer. Developer's liability under this Section shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Developer, any subcontractor of Developer, or any officer, employee, representative, or agent of Developer or of any subcontractor of Developer. 12. Developer Default and Remedies. a. Default. Each of the following is a Developer default of this Agreement: i. If Developer fails to perform any of its obligations under this Agreement and fails to remedy the same within 30 days after Developer is given a written notice specifying the same; provided that, if the nature of the violation is such that it cannot reasonably be remedied within 30 days, and Developer provides evidence to the Town that the violation cannot reasonably be remedied within 30 days, then 11 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX the violation shall be remedied as soon as reasonably practicable, but in any case, within 120 days of the original notice of violation. ii. If an involuntary petition is filed against Developer under a bankruptcy or insolvency law or under the reorganization provisions of any law, or when a receiver of Developer, or of all or substantially all of the property of Developer, is appointed without acquiescence, and such petition or appointment is not discharged or stayed within 90 days after the happening of such event. iii. If Developer makes an assignment of its property for the benefit of creditors or files a voluntary petition under a bankruptcy or insolvency law, or seeks relief under any other law for the benefit of debtors. b. Remedies. i. If a Developer default occurs, the Town shall first allow Lender to cure the default. The Town shall provide Lender with a written notice of default, specifying the default, and sent by first class U.S. Mail to FirstBank, attn: Nick Brinkman and Matt Gruesbeck, 1234 West Colfax Avenue, Lakewood, CO 80215. Lender shall have 30 days after the mailing of such notice to cure the default; provided that, if the nature of the violation is such that it cannot reasonably be remedied within 30 days, and Lender provides evidence to the Town that the default cannot reasonably be cured within 30 days, then the violation shall be remedied as soon as reasonably practicable, but in any case, within 120 days of the original notice. ii. If Lender fails to cure the default as provided above, the Town may, in its sole discretion and without waiving any other rights under this Agreement or available to the Town, cause construction of all or part of the Development to be completed and recover appropriate damages from Developer. iii. If a Developer default occurs, the ownership of all plans, specifications, studies, reports and other documents related to the Development shall automatically transfer to the Town, at no cost. iv. In addition to the specific remedies set forth herein, the Town shall have all other remedies available at law or equity, and the exercise of one remedy shall not preclude the exercise of any other remedy, and further provided that the expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. c. Liquidated Damages. Because time is of the essence and delayed performance constitutes a compensable inconvenience to the Town and its residents, the liquidated damages established in this Section shall be enforced. The liquidated damages provided hereunder shall not limit the Town's right to pursue other remedies against Developer, at law or in equity, arising out of any default of Developer other than delay. Liquidated damages may be deducted from any payment due to Developer. If the 12 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX liquidated damages exceed the amount owed to Developer, Developer shall reimburse the Town within 30 days of notice thereof. The following liquidated damages shall apply: for each day beyond 30 days after closing of the Loan that construction is not commenced, Developer shall be assessed the amount of $5,000 per day. 13. Town Default and Remedies. a.Default. The following is a Town default of this Agreement: If the Town fails perform any of its obligations under this Agreement other than its obligation to pay the expenses and fees of the Development and fails to remedy the same within 30 days after the Town is given a written notice specifying the same; provided that, if the nature of the violation is such that it cannot reasonably be remedied within 30 days, and the Town provides evidence to Developer that the violation cannot reasonably be remedied within 30 days, then the violation shall be remedied as soon as reasonably practicable, but in any case, within 90 days of the original notice of violation. b. Remedies. If a Town default occurs, Developer shall have all remedies available at law or equity, and the exercise of one remedy shall not preclude the exercise of any other remedy, provided that Developer shall not have the remedy of specific performance against the Town. Without limiting the generality of the foregoing, in the event a Town default occurs, Developer may terminate this Agreement upon notice given to the Town, without waiving any of its rights or remedies hereunder. c. Additional Remedy for Non-Disbursement. Subject to Section 14.h. hereof, if any disbursement of the Financial Contribution to Developer's construction draw account with Lender is delinquent by 25 days or more, then Developer shall have the right to stop work on the Development and charge Town for any actual, reasonable costs incurred by Developer and caused by the Town's nondisbursement. In addition, any time periods for Developer’s performance under this Agreement shall be extended cumulatively by one day for each day that work is stopped. 14. Miscellaneous. a.Modification. This Agreement may only be modified by subsequent written agreement of the Parties. b. Integration. This Agreement and any attached exhibits constitute the entire agreement between Developer and the Town, superseding all prior oral or written communications, including the Prior Agreement. c. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. d.Severability. If any provision of this Agreement is determined to be void by a court of competent jurisdiction, such determination shall not affect any other provision hereof, and all of the other provisions shall remain in full force and effect. 13 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX e.Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. f.Assignment. Developer may assign this Agreement to an entity formed by Developer specifically for purposes of fulfilling its obligations under this Agreement. Other than such initial assignment, there shall be no transfer or assignment of any of the rights or obligations of Developer under this Agreement without the prior written approval of the Town. g. Third Parties. There are no intended third-party beneficiaries to this Agreement. h.Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, any financial obligations of the Town under this Agreement are specifically contingent upon annual appropriation of funds sufficient to perform such obligations. This Agreement shall never constitute a debt or obligation of the Town within any statutory or constitutional provision. All obligations of Developer under this Agreement are specifically contingent upon the Town appropriating sufficient funds. i. No Joint Venture. Notwithstanding any provision hereof, the Town shall never be a joint venture in any private entity or activity which participates in this Agreement, and the Town shall never be liable or responsible for any debt or obligation of any participant in this Agreement. j. Independent Contractor. Developer is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Developer to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Developer for all purposes. Developer shall make no representation that it is a Town employee for any purposes. k. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. l. Recording. This Agreement shall be recorded with the Eagle County Clerk and Recorder. The benefits and obligations of the Parties under this Agreement shall run with the land, and shall be binding on, and enforceable by, any subsequent holder of an interest in the Improvements or in the Property. m. Force Majeure. No Party shall be in breach of this Agreement if such Party's failure to perform any of the duties under this Agreement is due to Force Majeure, which shall be defined as the inability to undertake or perform any of the duties under this Agreement due to acts of God, floods, fires, sabotage, terrorist attacks, strikes, riots, war, labor disputes, pandemics or the authority and orders of government. 14 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX n.Legal Challenge. If a Legal Challenge occurs, this Agreement will remain in full force and effect through and until the 31st day following entry of a final, non- appealable order resolving such Legal Challenge, unless earlier terminated or modified by a written amendment signed by the Parties. If a Legal Challenge occurs, all deadlines and time requirements in this Agreement shall be tolled until such time as a final, non- appealable order resolving such Legal Challenge is entered. If a Legal Challenge successfully voids, enjoins, or otherwise invalidates this Agreement or a portion thereof, the Parties shall cooperate to cure the legal defect in a manner that most fully implements the intent and purpose of this Agreement; provided, however, that if the Parties do not enter into a written agreement to cure the defect, either Party may terminate this Agreement. WHEREFORE, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO ________________________________ Russell Forest, Town Manager ATTEST: _________________________________ Stephanie Kauffman, Town Clerk TRIUMPH TIMBER RIDGE, LLC _______________________________ STATE OF COLORADO ) ) ss. COUNTY OF _______________ ) The foregoing instrument was subscribed, sworn to, and acknowledged before me this ______ day of __________________, 2024, by _________________________ as the _______________________ of Triumph Timber Ridge LLC. My commission expires: (S E A L) ________________________________ Notary Public 7/25/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX EXHIBIT A Legal Description of Property LOT 1, TIMBER RIDGE SUBDIVISION ACCORDING TO THE AMENDED FINAL PLAT RECORDED APRIL 9, 2024 UNDER RECEPTION NO. 202403760, COUNTY OF EAGLE, STATE OF COLORADO. 7/22/2024 \\FILESERVER2019\REDIRECTED$\SKAUFFMAN\DESKTOP\2ND AMENDED AND RESTATED DEVELOPMENT AGREEMENT TIMEBR RIDGE VILLAGE FINAL VERSION 07232024.DOCX EXHIBIT A Legal Description of Property LOT 1, TIMBER RIDGE SUBDIVISION ACCORDING TO THE AMENDED FINAL PLAT RECORDED APRIL 9, 2024 UNDER RECEPTION NO. 202403760, COUNTY OF EAGLE, STATE OF COLORADO. Ti m b e r R i d g e V i l l a g e 5/ 2 / 2 4 EX H I B I T B Tr i u m p h D e v e l o p m e n t W e s t Ex h i b i t B : G M P d o c u m e n t s GM P p a c k a g e o f d r a w i n g s a s p r o v i d e d t o S h a w C o n s t r u c t i o n / B l u e C o r n e r C o n s t r u c t i o n / A d v a n c e d V o l u m e t r i c A l l i a n c e Dr a w i n g s / s p e c s p r e p a r e d b y t h e T R V d e s i g n t e a m : 3/ 1 8 / 2 4 Pu r e D e s i g n A r c h i t e c t s - A r c h i t e c t u r e Al p i n e E n g i n e e r i n g - C i v i l IM E G S t r u c t u r a l E n g i n e e r s - s t r u c t u r e PK M R E n g i n e e r i n g - M E P Ou t s i d e D e s i g n - l a n d s c a p i n g Dr a w i n g s s e t s Bu i l d i n g A - C o n s t r u c t i o n s e t Bu i l d i n g B - D e s i g n D e v e l o p m e n t s e t Bu i l d i n g C - D e s i g n D e v e l o p m e n t s e t Bu i l d i n g D - D e s i g n D e v e l o p m e n t s e t Bu i l d i n g E - D e s i g n D e v e l o p m e n t s e t Bu i l d i n g F - D e s i g n D e v e l o p m e n t s e t Bu i l d i n g G - D e s i g n D e v e l o p m e n t s e t Sh a w C o n s t r u c t i o n GM P B u d g e t 4/ 1 8 / 2 4 Bl u e C o r n e r C o n s t r u c t i o n GM P B u d g e t 4/ 1 7 / 2 4 Ad v a n c e d V o l u m e t r i c A l l i a n c e GM P B u d g e t 4/ 1 7 / 2 4 Sc h o f i e l d E x c a v a t i o n - A b a t e m e n t / D e m o GM P B u d g e t 4/ 1 9 / 2 4 EXHIBIT 5/13/2024 C Development Costs - Timber Ridge Village Costs: Total Town Financial Contribution $50,969,768 includes Land Value, Town Contribution, and Transit Stop Cost Land Value $10,446,722 Land value, loan repayment, CDOT parcel purchase Town Contribution $40,523,046 Sitework and garage Transit Stop Cost -$1,908,277 (ToV non-reimbursed cost) Vertical Construction $123,376,684 Developer Obligation (does not include the sales and marketing cost) Total Estimated Development Cost $172,438,175 Sales: Gross Sales Proceeds $190,014,175 (includes $1,176,000 of sales and marketing cost) Sales and Marketing Cost $1,176,000 Proceeds less sales costs $188,838,175 Construction Loan Repayment $124,552,684 Remainder: to be split $65,461,491 Split:Town of Vail Developer $38,614,769 $16,400,000 $49,061,491 NOTE: Estimated Development Cost and Sales as of 5/13/24 1 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX DEED RESTRICTION AGREEMENT FOR THE OCCUPANCY AND TRANSFER OF TIMBER RIDGE VILLAGE RESIDENTIAL DWELLING UNITS THIS DEED RESTRICTION AGREEMENT (the "Agreement") is entered into this _______ day of _______________, 20__ (the "Effective Date") by and between the Town of Vail, Colorado, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town"), and Triumph Timber Ridge LLC, a Delaware limited liability company with an address of 105 Edwards Village Boulevard, C201, Edwards, CO 81632 ("Triumph") (each a "Party" and collectively the "Parties"). WHEREAS, Triumph owns the real property described as Unit ___, Timber Ridge Village, Town of Vail, Colorado (the "Property"), and together with the Town, has developed the Property as part of the Timber Ridge Village employee housing development; WHEREAS, Triumph is selling the Property to a third party; and WHEREAS, prior to such sale, the Parties wish to permanently restrict the occupancy, use and resale of the Property. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is mutually acknowledged, the Parties agree as follows: 1. Property. The Property is hereby burdened with the covenants and restrictions specified in this Agreement, in perpetuity. 2. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. Guidelines means the current version of the Timber Ridge Village Employee Housing Guidelines adopted by the Town. The version adopted as of the Effective Date is attached hereto as Exhibit 1 and incorporated herein by this reference. b. Owner means any person who acquires an ownership interest in the Property. c. Principal Place of Residence means the home or place in which one's habitation is fixed and to which one has a present intention of returning after a departure or absence therefrom. In determining what is a Principal Place of Residence, the Town shall consider the criteria set forth in C.R.S. § 31-10-201(3), as amended. d. Qualified Occupant means an individual who: works an average of 30 hours or more per week at a business in Eagle County, Colorado that holds a valid and current business license, or pays sales taxes, or is otherwise generally recognized as a legitimate business; and earns at least 75% of their income from such business. For example, if an individual worked 60 hours per week for one half of the year at such a business in Eagle County, Colorado, and worked elsewhere for the other half of the year, such person would 2 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX be a Qualified Occupant. A Qualified Occupant also includes an individual who: was a Qualified Occupant when the individual purchased the Property, but then retired while owning the Property; was 60 years of age or older at the time of retirement; for the 5 years immediately prior to retirement, worked an average of 30 hours or more per week at a business in Eagle County, Colorado that held a valid and current business license, or paid sales taxes, or was otherwise generally recognized as a legitimate business; earned at least 75% of their income from such business during such 5-year period; and does not work for a business outside of Eagle County, Colorado. e. Transfer means any sale, conveyance, assignment or transfer, voluntary or involuntary, of any interest in the Property, including without limitation a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest and an interest evidenced by any contract by which possession of the Property is transferred and an Owner retains title; provided that the lease of a room or rooms within the Property to a Qualified Occupant in accordance with this Agreement shall not constitute a Transfer. 3. Occupancy Restrictions. a. The Property shall be continuously occupied by at least one Qualified Occupant as their principal place of residence. For purposes of this Agreement, the Property will be considered to be continuously occupied if the Property is not vacant for more than 90 total days in any calendar year. b. No business activity shall occur on or within the Property, other than as permitted within the zone district applicable to the Property. c. Occupancy of the Property shall comply with the Guidelines at all times. 4. Transfer. a. An Owner shall first notify the Town that the Owner wishes to Transfer the Property. The Town shall have the first option to purchase the Property, exercisable within a period of 15 days after receipt of notice, and if the Town exercises its right and option, the Town shall purchase the Property from the Owner for the appraised market value. b. Should the Town determine not to purchase the Property, the Owner may list the Property for sale. c. At closing, the buyer shall execute, in a form satisfactory to the Town and for recording with the Eagle County Clerk and Recorder, a document acknowledging this Deed Restriction and expressly agreeing to be bound by it. 5. Consensual Lien; Right to Redeem. For the purpose of securing performance under this Agreement and creating in favor of the Town a right to redeem in accordance with Part 3 of Article 38 of Title 38, C.R.S., as amended, Triumph hereby grants to Town a consensual lien on the Property. Such lien shall not have a lien amount. 3 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX 6. Breach. a. It shall be a breach of this Agreement for an Owner or a Qualified Occupant to violate any provision of this Agreement, or to default in payment or other obligations due to be performed under a promissory note secured by a first deed of trust encumbering the Property. b. If the Town has reasonable cause to believe that an Owner is violating this Agreement, the Town may inspect the Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, after providing the Owner with 24 hours written notice. This Agreement shall constitute permission to enter the Property during such times upon such notice. c. If the Town discovers a violation of this Agreement, the Town shall notify the Owner of the violation and allow 15 days to cure. 7. Remedies. a. Any Transfer in violation of this Agreement shall be wholly null and void and shall confer no title whatsoever upon the purported buyer. Each and every Transfer, for all purposes, shall be deemed to include and incorporate by this reference the covenants contained in this Agreement, even if the Transfer documents fail to reference this Agreement. b. The Town may pursue all available remedies for violations of this Agreement, including without limitation specific performance or a mandatory injunction requiring a Transfer of the Property, with the costs of such Transfer to be paid out of the proceeds of the sale. c. Upon request by the Town, each Owner authorizes the holder of any mortgage or deed of trust against the Property to disclose to the Town if any payments due are delinquent and the duration and amount of such delinquency. d. 8. Foreclosure. a. The Owner shall notify the Town, in writing, of any notification received from a lender of past due payments or defaults in payments or other obligations within 5 days of receipt of such notification. b. The Owner shall immediately notify the Town, in writing, of any notice of foreclosure under the first deed of trust or any other subordinate security interest in the Property, or when any payment on any indebtedness encumbering the Property is required to avoid foreclosure of the first deed of trust or other subordinate security interest in the Property. 4 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX c. Within 60 days after receipt of any notice described herein, the Town may (but shall not be obligated to) proceed to make any payment required to avoid foreclosure. Upon making any such payment, the Town shall place a lien on the Property in the amount paid to cure the default and avoid foreclosure, including all fees and costs resulting from such foreclosure. d. Notwithstanding any other provision of this Agreement, in the event of a foreclosure, acceptance of a deed-in-lieu of foreclosure, or assignment, this Agreement shall remain in full force and effect. e. The Town shall have 30 days after issuance of the public trustee's deed or the acceptance of a deed in lieu of foreclosure by the holder in which to purchase by tendering to the holder, in cash or certified funds, an amount equal to the redemption price which would have been required of the borrower or any person who might be liable upon a deficiency on the last day of the statutory redemption period(s) and any additional reasonable costs incurred by the holder related to the foreclosure. 9. Miscellaneous. a. Modification. This Agreement may only be modified by subsequent written agreement of the Parties; provided that, if the Town obtains title to the Property, the Town may modify or terminate this Agreement at any time. b. Integration. This Agreement and any attached exhibits constitute the entire agreement between the Parties, superseding all prior oral or written communications. c. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. d. Severability. If any provision of this Agreement is determined to be void by a court of competent jurisdiction, such determination shall not affect any other provision hereof, and all of the other provisions shall remain in full force and effect. e. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. f. Third Parties. There are no intended third-party beneficiaries to this Agreement. g. No Joint Venture. Notwithstanding any provision hereof, the Town shall never be a joint venture in any private entity or activity which participates in this Agreement, and the Town shall never be liable or responsible for any debt or obligation of any participant in this Agreement. h. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement, or, if the Property 5 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX has been transferred to a subsequent Owner, to the Owner's address on file with the Eagle County Assessor. i. Recording. This Agreement shall be recorded with the Eagle County Clerk and Recorder. The benefits and obligations of Triumph under this Agreement shall run with the land, and shall be binding on any subsequent holder of an interest in the Property. j. Savings Clause. If any of the terms, covenants, conditions, restrictions, uses, limitations, obligations or options created by this Agreement are held to be unlawful or void for violation of: the rule against perpetuities or some analogous statutory provision; the rule restricting restraints on alienation; or any other statutory or common law rules imposing like or similar time limits, then such provision shall continue only for the period of the lives of the current duly elected and seated members of the Vail Town Council, their now living descendants, if any, and the survivor of them, plus 21 years. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO ________________________________ Russell Forrest, Town Manager ATTEST: _____________________________ Stephanie Kauffman, Town Clerk TRIUMPH By: ________________________________ STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ___________________, 2024, by ________________ as _____________ of Triumph Timber Ridge LLC. Witness my hand and official seal. ______________________________ Notary Public (S E A L) My commission expires: 6 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX EXHIBIT 1 TIMBER RIDGE VILLAGE EMPLOYEE HOUSING GUIDELINES 1. General. These Guidelines are intended to supplement the Deed Restriction Agreement for the Occupancy and Transfer of the Timber Ridge Village Residential Dwelling Units (the "Deed Restriction"). These Guidelines may be updated by Town staff as necessary, and the current version of these Guidelines shall always control over any prior version. In the event of any conflict between these Guidelines and the Deed Restriction, the Deed Restriction shall control. 2. Occupancy. a. Leasing. Each lease shall include a clear reference to the Deed Restriction and a brief summary of the Deed Restriction, and shall by reference incorporate the terms and conditions of this Deed Restriction. No lease shall be for a period of less than 30 days. b. Occupants. Each adult individual occupying the Property shall be named in a lease, and no other occupants are permitted. An individual shall be considered to be occupying the Premises if the individual reasonably appears to be using the Property as a place to live. Indications of occupancy shall include without limitation: coming and going to the Property with the use of a key, providing any third-party with the address of the Property as that person's residential address, receiving mail or deliveries at the Property, keeping clothes or personal effects at the Property, commonly being present in the Premises, or commonly parking a vehicle at or near the Property. An individual may establish unauthorized occupancy of the Premises even if they own or lease other real property. c. Leave of Absence. The Town may grant a leave of absence to a Owner for up to one year, upon clear and convincing written evidence that shows a reason for leaving and a commitment to return to the Property. Such written evidence shall be presented to the Town at least 30 days prior to leaving. The leave of absence may, in the sole discretion of the Town, be extended for up to 2 years. During the leave, the Property must be rented to one or more Qualified Occupants in accordance with the Deed Restriction. c. Disability. Should a Qualified Occupant become an individual with a disability and, because of such disability, be unable to meet the requirements of the Deed Restriction to remain a Qualified Occupant, the Qualified Occupant shall notify the Town, in writing, of the nature of the disability. If the disability is permanent, the Qualified Occupant shall remain a Qualified Occupant despite the disability. If the disability is temporary and the Qualified Occupant becomes able to return to work, then to remain a Qualified Occupant, the Qualified Occupant must return to work when the disability ceases. Notwithstanding anything to the contrary in these Guidelines or the Deed Restriction, the Town will make all reasonable accommodations necessary under the Americans with Disabilities Act. 7 7/11/2024 C:\USERS\MEFOS\DROPBOX\TIMBER RIDGE\TOV DEAL\SECOND AMENDED DA\EXHIBITS\DA EXHIBIT D - DEED RESTRICTION LANGUAGE TRV.DOCX 3. Annual Verification. a. Affidavit. No later than February 1st of each year, each Owner shall submit a sworn affidavit, on a form provided by the Town, verifying that the Property is occupied in accordance with the Deed Restriction and these Guidelines. b. Additional Documentation. The affidavit shall be accompanied by the following supporting documentation: i. Verification of each Qualified Occupant's current employment and employment during the prior year (paystubs with employer's name, address and contact information); ii. Signed authorization allowing the Town discuss employment details with each Qualified Occupant's employer; iii. Each Qualified Occupant's federal income tax return from the prior year, together with an executed Internal Revenue Service Form 8821 or equivalent; iv. Copies of all leases of the Property during the prior year. Ti m b e r R i d g e V i l l a g e 7/ 1 1 / 2 4 EX H I B I T E Tr i u m p h D e v e l o p m e n t W e s t Be g i n D a t e En d D a t e No t e s De s i g n a n d E n t i t l e m e n t Pu r c h a s e A g r e e m e n t s / p r i c i n g o p t i o n s d i s t r i b u t e d t o B u s i n e s s e s wi t h r e s e r v a t i o n s . P S A p a c k a g e s t o I n d i v i d u a l s a s w e l l . 5/ 1 5 / 2 4 6 / 2 8 / 2 4 Al l p u r c h a s i n g c o n t r a c t s / b u i l d i n g - r e s i d e n c e l o c a t i o n / p r i c i n g op t i o n s s e n t t o p o t e n t i a l b u y e r s La u n c h o f t h e s a l e s w e b s i t e f o r T i m b e r R i d g e V i l l a g e 5/ 2 4 / 2 4 La u n c h o f w e b s i t e w i t h s a l e s o p t i o n s ( r e s i d e n c e / p a r k i n g ) Tr i u m p h D e v e l o p m e n t W e s t t o m e e t w i t h p o t e n t i a l b u y e r s a n d co n t i n u e o u t r e a c h t o c o m m u n i t y o n a v a i l a b l e r e s i d e n c e s . 5/ 1 7 / 2 4 o n - g o i n g E x e c u t e d c o n t r a c t s a n d f i n a l n o n - r e f u n d a b l e d e p o s i t s d u e Es t i m a t e d S t a r t A b a t e m e n t / D e m o p h a s e 30 d a y s fo l l o w i n g cl o s i n g o f Co n s t r u c t i o n lo a n M o b i l i z a t i o n o f c o n t r a c t o r s f o r t h i s f i r s t p h a s e o f w o r k St a r t o f g r a d i n g / s i t e w o r k 90 d a y s fo l l o w i n g s t a r t of a b a t e m e n t / de m o St a r t o f e a r t h w o r k / u t i l i t i e s / e x c a v a t i o n IF s t a r t d a t e f o r A b a t e m e n t / d e m o m o v e , t h e s e f o l l o w i n g d a t e s w i l l b e a f f e c t e d . Es t i m a t e d c l o s i n g w e e k f o r R e s i d e n c e s i n B u i l d i n g A 12 / 3 0 / 2 5 1/ 3 0 / 2 6 Sc h e d u l e d c l o s e d a t e s f o r R e s i d e n c e i n B u i l d i n g A Es t i m a t e d c l o s i n g w e e k f o r R e s i d e n c e s i n B u i l d i n g B 4/ 1 / 2 6 4/ 2 4 / 2 6 sc h e d u l e d c l o s e d a t e s f o r R e s i d e n c e i n B u i l d i n g B Es t i m a t e d c l o s i n g w e e k f o r R e s i d e n c e s i n B u i l d i n g s E / F 7/ 6 / 2 6 9/ 1 8 / 2 6 Sc h e d u l e d c l o s e d a t e s f o r R e s i d e n c e i n B u i l d i n g s E / F Es t i m a t e d c l o s i n g w e e k f o r R e s i d e n c e s i n B u i l d i n g s C / D / G 7/ 2 4 / 2 6 9/ 1 8 / 2 6 Sc h e d u l e d c l o s e d a t e s f o r R e s i d e n c e i n B u i l d i n g C / D / G Ti m b e r R i d g e V i l l a g e 7/ 1 1 / 2 4 EX H I B I T F Tr i u m p h D e v e l o p m e n t W e s t Ex h i b i t F : T o w n o f V a i l p u r c h a s e o f r e s i d e n c e s Pe r 2 n d a m e n d e d D e v e l o p m e n t A g r e e m e n t , 7 d . To w n o f V a i l h a s a g r e e d t o p u r c h a s e $ 2 5 , 4 4 9 , 9 4 8 o f r e s i d e n c e s at T i m b e r R i d g e V i l l a g e . T h e r e s i d e n c e s e q u a l l y t h i s a m o u n t w i l l be s e l e c t e d p r i o r t o c o n s t r u c t i o n l o a n s i n i t i a l c o n t r i b u t i o n . Ti m b e r R i d g e V i l l a g e 7/ 1 1 / 2 4 EX H I B I T H Tr i u m p h D e v e l o p m e n t W e s t Ex h i b i t G : I n s u r a n c e - T r i u m p h t o s u p p l y Co m m e r c i a l g e n e r a l l i a b i l i t y i n s u r a n c e a s a n O w n e r C o n t r o l l e d I n s u r a n c e P o l i c y ( t h e " O C I P " ) Fi r e a n d e x t e n d e d c o v e r a g e i n s u r a n c e ( t h e " B u i l d e r ' s R i s k " ) Po l l u t i o n i n s u r a n c e - i n d e p e n d e n t l y o r t h r o u g h c o n t r a c t o r s