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HomeMy WebLinkAbout2024-09-03 Agenda and Supporting Documentation Town Council Evening Meeting1.Call to Order (6:00pm) 2.Public Participation (6:00pm) 2.1 Public Participation (10 min.) 3.Any action as a result of Executive Session 4.Consent Agenda (6:10pm) 4.1 August 06, 2024 TC Meeting Minutes 4.2 August 20, 2024 TC Meeting Minutes 4.3 Resolution No. 41, Series of 2024, A Resolution Approving the Purchase of Residential Property Approve, approve with amendments, or deny Resolution No. 41, Series of 2024 to authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, to purchase the property known as Vail East Lodging Condominium, Unit 6-U, 4093 Spruce Way, Unit 35, Vail, CO 81657, in the amount not to exceed $685,000.00 including closing costs. Background: The availability of Housing for its employees remains an ongoing need for the Town of Vail municipal government. As the fourth largest employer in Vail, the Town of Vail too is challenged by the need for housing its workforce. VAIL TOWN COUNCIL MEETING Evening Session Agenda Town Council Chambers and virtually by Zoom. Zoom Meeting Link: https://vail.zoom.us/webinar/register/WN_05DLR1kDQBOX8fwKBHS-lg 6:00 PM, September 3, 2024 Notes: Times of items are approximate, subject to change, and cannot be relied upon to determine what time Council will consider an item. Public comment will be taken on each agenda item. Public participation offers an opportunity for citizens to express opinions or ask questions regarding town services, policies or other matters of community concern, and any items that are not on the agenda. Please attempt to keep comments to three minutes; time limits established are to provide efficiency in the conduct of the meeting and to allow equal opportunity for everyone wishing to speak. Public Participation.pdf 08-06-24 TC Meeting Minutes 08-20-24 TC Meeting Minutes Resolution No. 41 Series of 2024 Real Property Acquisition 09032024 Exhibit A. Contract to Buy and Sell Real Estate Purchase of 4093 Spruce Way Unit 35 08282024 (1).pdf 1 4.4 Contract Award to Icon Inc. for Bighorn Road Underdrain Project Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Icon Inc. to complete the Bighorn Road Underdrain Project, in an amount not to exceed $185,000.00. Background: The stretch of Bighorn Road, across from the Racquet Club Townhomes, experienced frost heave over last winter and spring resulting in significant damage to the existing curb, gutter, and asphalt shoulder. The project will replace damaged curb, gutter, and asphalt shoulder and install an underdrain below the roadway to direct underground water away from the site to reduce the potential for future frost heave. 4.5 Pitkin Creek Master Lease Renewal Approve, approve with amendments, or deny the Pitkin Creek Master Lease Renewal. Background: The purpose of this agenda item is to request Town Council to authorize the Town Manager to enter into a master lease agreement with 4081 Bighorn Road 14i LLC for a twelve month lease effective October 1, 2024 through September 30, 2025. 5.Action Items (6:10pm) 5.1 Winter Parking Update (6:10pm)30 min. Listen to presentation and provide feedback. Presenter(s): Greg Hall, Public Director of Works and Transportation Background: Provide Town Council with an update on the Parking and Mobility Task Force discussion regarding mobility, winter parking operations, and provide recommendations for the 2024-2025 winter season. 5.2 Ordinance No. 11, Series of 2024, First Reading, An Ordinance Amending Chapter 10 of Title 7 of the Vail Town Code Regarding Commercial Transportation (6:40pm) 10 min. Approve, approve with amendments, or deny Ordinance No. 11, Series of 2024 upon first reading. Presenter(s): Deputy Chief Justin Liffick, Vail Police Department Background: The Vail Police Department is requesting Town Council adopt the recommended changes to Chapter 10 Title 7 of the Town of Vail Municipal Code regarding Commercial Transportation. council memo-Bighorn Underdrain Town Council Memo Pitkin Creek Masterlease Council Memo 090324 (002) (002) Town Council Memo - Commercial Transportation 2 5.3 Ordinance No. 12, Series of 2024, First Reading, An Ordinance Approving the Conveyance of Real Property Owned by the Town of Vail, Described as Lot 2, Timber Ridge Subdivision to Lion's Ridge Apartment Homes, LLC (6:50pm) 20 min. Approve, approve with amendments, or deny Ordinance No. 12, Series of 2024 upon first reading. Presenter(s): Jason Dietz, Housing Director Background: This agenda item advances the critical actions identified in the Vail Town Council Action Plan, furthers the adopted housing goal of the Town of Vail , and aids Vail in realizing its vision to be the premier international mountain resort community and as a national leader in the delivery of housing solutions for its community residents. 6.Adjournment 7:10pm (estimate) Commercial Transportation-O082624 220903 Council Ord memo Ordinance No. 12 Series of 2024 Lot 2 Timber Ridge Property Conveyance 09032024 Lions Ridge Apartment Homes LLC Ground Lease 9102014 Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website www.vail.gov. All town council meetings will be streamed live by High Five Access Media and available for public viewing as the meeting is happening. The meeting videos are also posted to High Five Access Media website the week following meeting day, www.highfivemedia.org. Please call 970-479-2136 for additional information. Sign language interpretation is available upon request with 48 hour notification dial 711. 3 AGENDA ITEM NO. 2.1 Item Cover Page DATE:September 3, 2024 SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Citizen Participation AGENDA SECTION:Public Participation (6:00pm) SUBJECT:Public Participation (10 min.) SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Public Participation.pdf 4 From:billymaharry@gmail.com To:Council Dist List Subject:River Surfing Date:Tuesday, August 27, 2024 8:47:42 PM Hi my name is Bill Maharry, I am opposed to a River Surfing wave on Gore Creek. Gore Creek is an over stressed Ecosystem that has had enough Environmental Impacts have done to it over the years. I do believe that an alternate location should be considered by the town Council. If you looking for a Recreational Model for a River Surfing Wave you should contact the Town of Boise Idaho. They might be interested in sharing the data of information associated with the cost of Such a Project. They have had tremendous success with their Whitewater project and their three River Surfing waves since inception of the project. The Boise Idaho Recreation Department has built 3 standing waves for river Surfing and bodyboarding known as Phase 1 , Phase 2 and Phase 3. They utilize a technology called a “Wave Shaper” that is anchored into a concrete slab and can be adjusted to create different types of waves. They have a visible Social Media Platform on Facebook if you’re curious about their success and current events. Boise Whitewater Park | Boise ID facebook.com If you’re willing to make a phone call and open a line of communication with the City of 5 Boise Idaho I do believe that it would be in your best interests. Sincerely Bill Maharry J.A. and Kathryn Albertson Family Foundation Boise Whitewater Park cityofboise.org J.A. and Kathryn Albertson Family Foundation Boise Whitewater Park · Boise, Idaho Places, Navigation & Traffic Sent from my iPhone 6 From:RICK SACKBAUER To:Council Dist List Subject:Surfing Wave Date:Wednesday, August 28, 2024 2:14:30 PM Hello Travis, Pete, Dave, Reid, Barry, Sam, and Jonathan, Good dialogue on a surfing wave at your recent work session. May I suggest: FIRST, find location(s) that work well for OUR COMMUNITY, THEN study hydrology. As a resident of Vail who is fortunate enough to live on Gore Creek and immediately adjacent to the Town owned pickleball facility at Golden Peak I ask that the following neighborhood questions be addressed by staff and Council before any hydrology work proceeds. Where along Gore Creek is there: -room for a new or expansion of an existing parking lot? How many vehicles will this accommodate. -Assuming the number of vehicles exceeds the parking capacity where will the excess vehicles park? -Will there be a walking/ bike path for spectators adjacent to the wave? If not and the spectators have to drive to watch, where will they park? -Will there be picnic facilities adjacent to the wave? If so, will trash be handled? -Will a new restroom facility be needed? If so, is there electricity, sewer and drinking water available? -If only porta-potties are needed is that really what Vail wants? -Will the wave be located in or across from a neighborhood? If so, how will neighborhood issues be mitigated? FIRST, find location(s) that work well for OUR COMMUNITY, THEN study hydrology. Also, It’s my belief that water right for the kayak course (2002) was a pre-Recreation In Channel Diversion water right (2005). Will a new water right be required? At what cost? It’s also my belief that the Town of Vail does not have water rights, only Eagle River Water and Sanitation District holds them. Is the District ameniable to pursuing this? 7 My recollection is that the original kayak course above the International bridge was created without the use of concrete and that the bladder was an add-on in case of a low flow scenario. Does the Council really want more concrete in Gore Creek? If not, what successful alternatives exist? Thanks. Rick 8 From:runblondie49@comcast.net To:Council Dist List Cc:Russell Forrest; Peter Wadden; Kristen Bertuglia; Gregg Barrie Subject:Gore Creek Date:Thursday, August 29, 2024 2:58:42 PM Dear Vail Town Council, Please remove the Standing Surf Wave proposal from any consideration. And this most definitely includes any feasibility study. Councilor Phillips’s observations from the August 20, 2024 meeting were well taken. There are serious concerns for how this project would impact the ongoing health and restoration project of Gore Creek along with substantial budgetary challenges. I am pleased to be involved with the “Restore the Gore” initiative and partnered with the TOV in restoring the creekside riparian habitat of our East Vail property. After 3 years, we are seeing the return of healthy flora and fauna and the anglers are once again fishing the creek behind our home. The Environmental Sustainability Department continues to work hard through education and alliance building with local partners. I urge you to respect that. Introducing a swath of cement from one side of the creek to the other, along with various hydraulics, flies in the face of restoring Gore Creek. Perhaps we are missing something when we try to get a pulse on how people are recreating in the mountains. The latest fad of creek surfing will not outlast the enduring beauty of a clean, clear, unencumbered creek simply flowing through our valley. In a recent TOV survey, respondents stated two of their top three priorities were wildlife and Gore Creek. Somehow I doubt they were referring to the inclusion of a standing surf wave. Thank you for your consideration. Sincerely, Blondie Vucich East Vail Sent from my iPad 9 From:Robin Burch To:PublicInputTownCouncil Cc:Russell Forrest Subject:Artist in Residence Building in Ford Park Date:Tuesday, September 3, 2024 11:49:31 AM Dear Town Council, Wish I could have made a formal presentation about my concerns over the cost of construction for the 700 sq foot basic building of the Artist in Residence but I am out of town. When it was first approved the Town Council appropriated $890,000, which I thought was high. That is almost $1,300 sq foot. Which is extraordinary high. Then a recent article appeared in the Vail Daily, the construction cost was almost double that….for a glorified shed. The last project I was involved in was a luxury duplex, on a difficult lot that was built with high end finishes during Covid was $500 sq ft and completed in 2022. But to be clear, I am not interested in bidding on this project, but could probably build it for $350/sq ft.. When attending the Summer Cocktail Party for generous donors of the Betty Ford Alpine Garden, most of the guests were somewhat clueless about this project. So I wanted to gather more information. Thankfully Greg Hall, was kind enough to meet me on site with the blue prints and the stakes were in the ground of the footprint. The building site is flat, there has already been a geothermal system built on the site, and large evergreens. One tree is within 5 feet of the building, which will create a fire hazard. The tree should be cut down and used as the town Christmas tree 2024, it will never survive the construction disruption of its root system. When you look at the rendering you can see how close it is to the northeast corner of the building. This building is beyond basic- No cabinets No counter tops No beverage center/fridge, microwave or coffee pot “Budget “ window package Cement floors without in floor radiant heat Walkways and porch without snowmelt No sprinkler system My other huge concern, is that it is going to be partially non-combustable, with no sprinkler system. If that building catches fire for any reason, it could send cinders all over Vail Village. Manor Vail would go up like a match. The building will only be insured if completely non-combustable. I recommend a fiber cement product called Nichiha: www.nichiha.com Actually this product is the lap looking siding on the Vail Fire House in the Village. 10 Was told the town is “self insured” so I guess that means that tax payers $$ will be used to build and then rebuild if destroyed by a lightening strike or wildfire. I restrained from putting a article in the Vail Daily titled “call the Forensic Accountant”, but thought this would be a better approach at this time. THanks, Robin Burch 11 AGENDA ITEM NO. 4.1 Item Cover Page DATE:September 3, 2024 SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:10pm) SUBJECT:August 06, 2024 TC Meeting Minutes SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: 08-06-24 TC Meeting Minutes 12 Town Council Meeting Minutes of August 6, 2024. Page 1 Vail Town Council Meeting Minutes Tuesday, August 6, 2024 6:00 P.M. Vail Town Council Chambers The meeting of the Vail Town Council was called to order at approximately 6:00 P.M. by Mayor Coggin. Full video of the Town Council meeting can be accessed at https://www.highfivemedia.org/town- vail. Members present: Travis Coggin, Mayor Barry Davis, Mayor Pro Tem Jonathan Staufer Dave Chapin Samantha Biszantz Members absent: Pete Seibert Reid Phillips Staff members present: Russell Forrest, Town Manager Kathleen Halloran, Deputy Town Manager Stephanie Kauffman (Bibbens), Town Clerk Staff members present virtually: Matt Mire, Town Attorney 1. Call to Order 2. Public Participation Public Participation began at time stamp 0:00:27 on the High Five video. Douglas Smith, West Vail resident, thanked the town for safety measures implemented during the Fourth of July celebrations and raised concerns regarding speeding near Altus Vail and by company trucks on Vail Mountain. He also asked about the possibility of banning gas powered lawn equipment in town. Gregg Cooper introduced himself as a candidate for Eagle County Commissioner. 3. Any Action as the Result of Executive Session There was none. 4. Consent Agenda Consent agenda began at time stamp 0:07:16 on the High Five video. 13 Town Council Meeting Minutes of August 6, 2024. Page 2 4.1 July 2, 2024, TC Meeting Minutes 4.2 July 16, 2024, TC Meeting Minutes 4.3 July 23. 2024, TC SPECIAL Meeting Minutes 4.4 Contract Award to McKinstry for an Investment Grade Audit Staff recommends the Vail Town Council direct the Town Manager to enter into an agreement with McKinstry for an investment grade audit in an amount not to exceed $150,000. 4.5 Contract Award to NICX Construction for East Vail Bus Shelters Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with NICX Construction for the East Vail Bus Shelters, in an amount not to exceed $95,595. Background: The Town has budgeted to install 3 additional bus shelters in East Vail at some of the busiest locations and received 5 bids for the installations. Staufer made a motion to approve the consent agenda; Davis seconded motion passed (5-0). 5. Action Items Discussion for Ordinance No. 10, Series of 2024 began at time stamp 0:07:48 on the High Five video. 5.1 Ordinance No. 10, Series of 2024, First Reading, An Ordinance Rezoning Lot 3, Block 3, Bighorn Subdivision 3rd Addition from Residential Cluster (RC) to Community Housing-1 (CH-1) Presenter(s): Jamie Leaman-Miller, Planner I Approve, approve with amendments, or deny Ordinance No. 10, Series of 2024, upon first reading. Background: This application is requesting a zone district boundary amendment, pursuant to Section 12-3-7, Amendment, Vail Town Code, to allow for the rezoning of 4355 Bighorn Road, Bighorn Subdivision 3rd Addition, Block 3, Lot 3, from the Residential Cluster (RC) District to the Community Housing 1 (CH-1) District Davis made a motion to approve; Staufer seconded motion passed (5-0). There being no further business to come before the council, Davis moved to adjourn the meeting; Staufer seconded motion passed (5-0), meeting adjourned at 6:19pm. 14 Town Council Meeting Minutes of August 6, 2024. Page 3 Respectfully Submitted, Attest: __________________________________ Travis Coggin, Mayor ______________________________ Stephanie Kauffman, Town Clerk 15 AGENDA ITEM NO. 4.2 Item Cover Page DATE:September 3, 2024 SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:10pm) SUBJECT:August 20, 2024 TC Meeting Minutes SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: 08-20-24 TC Meeting Minutes 16 Town Council Meeting Minutes of August 20, 2024. Page 1 Vail Town Council Meeting Minutes Tuesday, August 20, 2024 6:00 P.M. Vail Town Council Chambers The Special meeting of the Vail Town Council was called to order at approximately 6:00 P.M. by Mayor Coggin. Members present: Travis Coggin, Mayor Barry Davis, Mayor Pro Tem Pete Seibert Jonathan Staufer Dave Chapin Reid Phillips Samantha Biszantz Staff members present: Russell Forrest, Town Manager Kathleen Halloran, Deputy Town Manager Matt Mire, Town Attorney Stephanie Kauffman (Bibbens), Town Clerk 1. Call to Order 2. Public Participation Public Participation began at time stamp 0:0012 on the High Five video. Robert Aubrey, a Vail resident, spoke in favor of having a surf wave in the Gore Creek and addressed perceived discrepancies that were presented earlier in the afternoon meeting. 3. Any Action as the Result of Executive Session There was none. 4. Public Hearings Discussion for Ordinance No. 10, Series of 2024, second reading, began at time stamp 0:04:29 on the High Five video. 4.1 Ordinance No. 10, Series of 2024, Second Reading, An Ordinance Rezoning Lot 3, Block 3, Bighorn Subdivision 3rd Addition from Residential Cluster (RC) to Community Housing-1 (CH-1) Presenter(s): Jamie Leaman-Miller, Planner I 17 Town Council Meeting Minutes of August 20, 2024. Page 2 Approve, approve with amendments, or deny Ordinance No. 10, Series of 2024, upon second reading. Background: This application is requesting a zone district boundary amendment, pursuant to Section 12-3-7, Amendment, Vail Town Code, to allow for the rezoning of 4355 Bighorn Road, Bighorn Subdivision 3rd Addition, Block 3, Lot 3, from the Residential Cluster (RC) District to the Community Housing 1 (CH-1) District. Public comment was called. There was none. Staufer made a motion to approve with the findings on page 3 of the staff memorandum; Seibert seconded motion passed (7-0). At time stamp 0:06:11 on the High Five video, Davis made a motion to go into executive session pursuant to C.R.S. §24-6-402(4)(a) to consider the purchase, acquisition, lease, transfer or sale of any real, personal or other property interest, C.R.S. §24-6-402(4)(b) to hold a conference with the Town Attorney, to receive legal advice on specific legal questions and C.R.S. §24-6- 402(4)(e) to determine positions relative to matters that may be subject to negotiations, develop a strategy for negotiations and instruct negotiators and on the topics of potential lease and acquisitions and further moved to adjourn the regular meeting at the conclusion of the executive session; Staufer seconded motion passed (7-0). Meeting adjourned at 7:05 pm. Respectfully Submitted, Attest: __________________________________ Travis Coggin, Mayor ______________________________ Stephanie Kauffman, Town Clerk 18 AGENDA ITEM NO. 4.3 Item Cover Page DATE:September 3, 2024 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Resolution AGENDA SECTION:Consent Agenda (6:10pm) SUBJECT:Resolution No. 41, Series of 2024, A Resolution Approving the Purchase of Residential Property SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 41, Series of 2024 to authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, to purchase the property known as Vail East Lodging Condominium, Unit 6-U, 4093 Spruce Way, Unit 35, Vail, CO 81657, in the amount not to exceed $685,000.00 including closing costs. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Resolution No. 41 Series of 2024 Real Property Acquisition 09032024 Exhibit A. Contract to Buy and Sell Real Estate Purchase of 4093 Spruce Way Unit 35 08282024 (1).pdf 19 RESOLUTION NO. 41 SERIES OF 2024 A RESOLUTION APPROVING THE PURCHASE OF RESIDENTIAL PROPERTY WHEREAS, (“Owner”) is the owner of certain residential property located in Vail, Colorado (the “Property”); and WHEREAS, the Town wishes to purchase the Property from Owner, and Owner wishes to sell the Property to the Town, pursuant to the terms of the Contract to Buy and Sell Real Estate, attached hereto as Exhibit A and incorporated herein by this reference (the “Contract”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Contract in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney, authorizes the appropriation of the funds necessary to complete the purchase of the Property and authorizes the Town Manager to execute the Contract on behalf of theTown. Section 2.This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 3rd day of _September_, 2024. Travis Coggin, Mayor ATTEST: Stephanie Kauffman, Town Clerk 20 Date: 8/24/2024 Berkshire Hathaway HomeServices Colorado Properties Danean Boukather Ph: 970-476-2482 Fax: 970-476-6499 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-8-24) (Mandatory 8-24) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) AGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). 2. PARTIES AND PROPERTY. 2.1. Buyer. Town Of Vail (Buyer) will take title to the Property described below as Joint Tenants Tenants In Common Other TBD. 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3. Seller. Scott McDonnell and Janet McDonnell (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Eagle, Colorado (insert legal description): BLDG 5 Subdivision: VAIL EAST LODGING Unit: 6-U known as: 4093 Spruce Way, 35 Vail, CO 81657 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions – Attached. If attached to the Property on the date of this Contract, the following items are included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers (including n/a remote controls). If checked, the following are owned by the Seller and included: Solar Panels Water Softeners Security Systems Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.8. (Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Inclusions – Not Attached. If on the Property, whether attached or not, on the date of this Contract, the following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 2.5.3. Other Inclusions. The following items, whether fixtures or personal property, are also CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 21 included in the Purchase Price: Dishwasher; Disposal; Microwave; Range; Refrigerator If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal property outside of this Contract. 2.5.4. Home Warranty. Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of certain Inclusions. 2.5.5. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and encumbrances, except: n/a Buyer Will Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer’s review under §10.6. (Encumbered Inclusion Documents) and Buyer’s receipt of written approval by such lender before Closing. If Buyer does not receive such approval this Contract terminates. 2.5.6. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.5.7. Parking and Storage Facilities. The use or ownership of the following parking facilities: 2 assigned parking spaces; and the use or ownership of the following storage facilities: n/a Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 2.5.8. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer at Closing (Leased Items): n/a Buyer Will Will Not assume Seller’s debt and obligations under such leases for the Leased Items subject to Buyer’s review under §10.6. (Leased Items Documents) and Buyer’s receipt of written approval by such lender before Closing. If Buyer does not receive such approval this Contract terminates. 2.5.9. Solar Power Plan. If the box is checked, Seller has entered into a solar power purchase agreement, regardless of the name or title, to authorize a third-party to operate and maintain a photovoltaic system on the Property and provide electricity (Solar Power Plan) that will remain in effect after Closing. Buyer Will Will Not assume Seller’s obligations under such Solar Power Plan subject to Buyer’s review under §10.6. (Solar Power Plan) and Buyer’s receipt of written approval by the third-party before Closing. If Buyer does not receive such approval this Contract terminates. 2.6. Exclusions. The following items are excluded (Exclusions): n/a 2.7. Water Rights/Well Rights. 2.7.1. Deeded Water Rights. The following legally described water rights: n/a Any deeded water rights will be conveyed by a good and sufficient n/a deed at Closing. 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and 2.7.4., will be transferred to Buyer at Closing: n/a 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is n/a. 2.7.4. Water Stock. The water stock to be transferred at Closing are as follows: n/a CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 22 Tuesday Tuesday Tuesday Tuesday Tuesday Tuesday Friday Tuesday Tuesday 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.7.6. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 3. DATES, DEADLINES AND APPLICABILITY. 3.1. Dates and Deadlines. Item No.Reference Event Date or Deadline 1 § 3 Time of Day Deadline n/a 2 § 4 Alternative Earnest Money Deadline 5 Day`s after MEC Title 3 § 8 Record Title Deadline (and Tax Certificate)9/3/2024 4 § 8 Record Title Objection Deadline 9/10/2024 5 § 8 Off-Record Title Deadline 9/3/2024 6 § 8 Off-Record Title Objection Deadline 9/10/2024 7 § 8 Title Resolution Deadline 9/17/2024 8 § 8 Third Party Right to Purchase/Approve Deadline n/a Owners' Association 9 § 7 Association Documents Deadline 9/3/2024 10 § 7 Association Documents Termination Deadline 9/6/2024 Seller's Disclosures 11 § 10 Seller’s Property Disclosure Deadline 9/3/2024 12 § 10 Lead-Based Paint Disclosure Deadline 9/3/2024 Loan and Credit 13 § 5 New Loan Application Deadline n/a 14 § 5 New Loan Terms Deadline n/a 15 § 5 New Loan Availability Deadline n/a 16 § 5 Buyer’s Credit Information Deadline n/a 17 § 5 Disapproval of Buyer’s Credit Information Deadline n/a 18 § 5 Existing Loan Deadline n/a 19 § 5 Existing Loan Termination Deadline n/a 20 § 5 Loan Transfer Approval Deadline n/a 21 § 4 Seller or Private Financing Deadline n/a Appraisal 22 § 6 Appraisal Deadline n/a 23 § 6 Appraisal Objection Deadline n/a 24 § 6 Appraisal Resolution Deadline n/a Survey CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 23 Friday Friday Tuesday Tuesday Tuesday Tuesday Monday Friday Friday Friday Wednesday 25 § 9 New ILC or New Survey Deadline n/a 26 § 9 New ILC or New Survey Objection Deadline n/a 27 § 9 New ILC or New Survey Resolution Deadline n/a Inspection and Due diligence 28 § 2 Water Rights Examination Deadline n/a 29 § 8 Mineral Rights Examination Deadline n/a 30 § 10 Inspection Termination Deadline 9/6/2024 31 § 10 Inspection Objection Deadline 9/6/2024 32 § 10 Inspection Resolution Deadline 9/10/2024 33 § 10 Property Insurance Termination Deadline 9/10/2024 34 § 10 Due Diligence Documents Delivery Deadline 9/3/2024 35 § 10 Due Diligence Documents Objection Deadline 9/10/2024 36 § 10 Due Diligence Documents Resolution Deadline 9/16/2024 37 § 10 Conditional Sale Deadline n/a 38 § 10 Lead-Based Paint Termination Deadline 9/6/2024 Closing and Possession 39 § 12 Closing Date 9/27/2024 40 § 17 Possession Date 9/27/2024 41 § 17 Possession Time Delivery of deed & good funds 42 § 27 Acceptance Deadline Date 8/28/2024 43 § 27 Acceptance Deadline Time 5:00 PM(MST) 44 n/a n/a n/a 45 n/a n/a n/a Note: If FHA or VA loan boxes are checked in § 4.5.3. (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured or VA guaranteed loans. 3.2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with “N/A”, or the word “Deleted,” such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of “None”, such provision means that “None” applies. The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The abbreviation “N/A” as used in this Contract means not applicable. 3.3. Day; Computation of Period of Days; Deadlines. 3.3.1. Day. As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank or “N/A” the deadlines will expire at 11:59 p.m., United States Mountain Time. 3.3.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 24 685,000.00 20,000.00 665,000.00 685,000.00 685,000.00 (Holiday), such deadline Will Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 4. PURCHASE PRICE AND TERMS. 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: Item No.Reference Item Amount Amount 1 § 4.1.Purchase Price $ 2 § 4.3.Earnest Money $ 3 § 4.5.New Loan $ 4 § 4.6.Assumption Balance $ 5 § 4.7.Private Financing $ 6 § 4.7.Seller Financing $ 7 n/a n/a $ 8 n/a n/a $ 9 § 4.4.Cash at Closing $ 10 Total $$ 4.2. Seller Concession. At Closing, Seller will credit to Buyer $n/a (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer’s lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a good funds, will be payable to and held by Land Title Guarantee (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller’s receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer’s receipt. 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in “If Seller is in Default”, § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 25 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in “If Buyer is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 4.4. Form of Funds; Time of Payment; Available Funds. 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller’s check and cashier’s check (Good Funds). 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, Does Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 4.5. New Loan. (Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. (Omitted as inapplicable) TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS. (Omitted as inapplicable) 5.3. Credit Information. (Omitted as inapplicable) 5.4. Existing Loan Review. (Omitted as inapplicable) 5.5. Buyer Representation of Principal Residence. Buyer represents that Buyer will occupy the Property as Buyer’s principal residence unless the following box is checked, then Buyer represents that Buyer will NOT occupy the Property as Buyer’s principal residence. 6. APPRAISAL PROVISIONS. 6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not be obligated to complete the purchase of the Property described herein or to CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 6 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 26 incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, setting forth the appraised value of the Property of not less than $n/a. The purchaser (Buyer) shall have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The appraised valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself/themselves that the price and condition of the Property are acceptable. 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller’s receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the satisfaction of the Lender Property Requirements is waived in writing by Buyer. 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender’s agent or all three. 7. OWNERS’ ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest Communities and subject to one or more declarations (Association). 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer’s receipt of the Association Documents, regardless of who provides such documents. 7.3. Association Documents. Association documents (Association Documents) consist of the following: 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 27 operating agreements, rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5, C.R.S.; 7.3.2. Minutes of: (1) the annual owners’ or members’ meeting and (2) any executive boards’ or managers’ meetings; such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and 7.3.3. List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 7.3.4. A list by unit type of the Association’s assessments, including both regular and special assessments as disclosed in the Association’s last Annual Disclosure; 7.3.5. The Association’s most recent financial documents which consist of: (1) the Association’s operating budget for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the Association’s community association manager or Association will charge in connection with the Closing including, but not limited to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 7.3.5., collectively, Financial Documents); 7.3.6. Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2. (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or limited common elements of the Association property. 7.4. Conditional on Buyer’s Review. Buyer has the right to review the Association Documents. Buyer has the Right to Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 8.1. Evidence of Record Title. 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if this box is checked, an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 8 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 28 Title Deadline, Buyer must furnish to Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 8.1.3. Owner’s Extended Coverage (OEC). The Title Commitment Will Will Not contain Owner’s Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other n/a. Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.7. (Right to Object to Title, Resolution). 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents). 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the party or parties obligated to pay for the owner’s title insurance policy. 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline. 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. (Record Title) and § 13 (Transfer of Title)), in Buyer’s sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 29 Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing and Metropolitan Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. The official website for the Metropolitan District, if any, is: n/a. 8.5. Tax Certificate. A tax certificate paid for by Seller Buyer, for the Property listing any special taxing or metropolitan districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before ten days after Buyer’s receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to Terminate under this provision. If Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax Certificate, the Tax Certificate will be paid for by Seller. 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party’s right to purchase is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer’s sole subjective discretion, based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off-Record Title), § 8.5. (Tax Certificate) and § 13 (Transfer of Title). If Buyer exercises Buyer’s rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the following options: 8.7.1. Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 10 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 30 (Off-Record Title) the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer’s receipt of the applicable documents; or 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various laws and governmental regulations concerning land use, development and environmental matters. 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner’s title insurance policy. 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 9. NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey. If the box is checked, (1) New Improvement Location Certificate (New ILC); or, (2) New Survey in the form of n/a; is required and the following will apply: 9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, certified and updated as of a date after the date of this Contract. 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before Closing, by: Seller Buyer or: n/a 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of the opinion of title if an Abstract of Title) and n/a will receive a New ILC or New Survey on or before New ILC or New Survey Deadline. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 31 New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). DISCLOSURE, INSPECTION AND DUE DILIGENCE 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF WATER. 10.1. Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline , Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed by Seller to Seller’s actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property and Inclusions to Buyer in an “As Is” condition, “Where Is” and “With All Faults.” 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer’s expense. If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer’s sole subjective discretion, Buyer may: 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver an Inspection Objection. Buyer’s Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller pursuant to § 10.3.2.; or 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 32 Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by executing an Earnest Money Release. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection Resolution. 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance (Property Insurance) on the Property, in Buyer’s sole subjective discretion. 10.6. Due Diligence. 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline: 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): None. 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.8., Leased Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered pursuant to § 2.5.5. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items (regardless of its name or title). 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable government entity, on or before the local health department’s applicable deadline, Seller must pay for and furnish to Buyer a Septic Use Permit. 10.6.1.6. Other Documents. Other documents and information: n/a 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 33 is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Due Diligence Documents Objection before such termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline). 10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not delivered on or before the Due Diligence Documents Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Due Diligence Document. If Buyer’s right to review and object to such Due Diligence Document is extended due to such Due Diligence Document not being delivered on or before the Due Diligence Documents Deadline, the Due Diligence Document Resolution Deadline will also be extended to the earlier of Closing or fifteen days after Buyer’s receipt of such Due Diligence Document. 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property owned by Buyer and commonly known as None. Buyer has the Right to Terminate under § 24.1. effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer’s Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer Does Does Not acknowledge receipt of a copy of Seller’s Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. There is No Well. Buyer Does Does Not acknowledge receipt of a copy of the current well permit. Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER’S WATER SUPPLIES. 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 10.10. Lead-Based Paint. 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate licensees must sign and deliver to Buyer a completed Lead-Based Paint Disclosure (Sales) form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer’s Right to Terminate under § 24.1. by Seller’s receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under § 24.1. by Seller’s receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. Buyer may elect to waive Buyer’s right to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the condition of the Property relative to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater or appliance, a fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, disposed of, used or stored at the Property, Seller is required to disclose such fact. No disclosure is required if the Property was remediated in accordance with state standards and CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 34 other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 24.1., upon Seller’s receipt of Buyer’s written Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer’s test results that indicate the Property has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of the test. 10.13. Radon Disclosure. THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT STRONGLY RECOMMENDS THAT ALL HOME BUYERS HAVE AN INDOOR RADON TEST PERFORMED BEFORE PURCHASING RESIDENTIAL REAL PROPERTY AND RECOMMENDS HAVING THE RADON LEVELS MITIGATED IF ELEVATED RADON CONCENTRATIONS ARE FOUND. ELEVATED RADON CONCENTRATIONS CAN BE REDUCED BY A RADON MITIGATION PROFESSIONAL. RESIDENTIAL REAL PROPERTY MAY PRESENT EXPOSURE TO DANGEROUS LEVELS OF INDOOR RADON GAS THAT MAY PLACE THE OCCUPANTS AT RISK OF DEVELOPING RADON- INDUCED LUNG CANCER. RADON, A CLASS A HUMAN CARCINOGEN, IS THE LEADING CAUSE OF LUNG CANCER IN NONSMOKERS AND THE SECOND LEADING CAUSE OF LUNG CANCER OVERALL. THE SELLER OF RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER WITH ANY KNOWN INFORMATION ON RADON TEST RESULTS OF THE RESIDENTIAL REAL PROPERTY. AN ELECTRONIC COPY OF THE MOST RECENT BROCHURE PUBLISHED BY THE DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT IN ACCORDANCE WITH C.R.S. §25-11-114(2)(A) THAT PROVIDES ADVICE ABOUT “RADON AND REAL ESTATE TRANSACTIONS IN COLORADO” IS AVAILABLE AT: HTTPS://CDPHE.COLORADO.GOV/RADON-AND-REAL-ESTATE. 11. TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted] Closing Provisions 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer’s lender is required to provide the Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer’s loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 12.2. Closing Instructions. Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller must provide Buyer with the ability to access the Property (e.g. keys, access code, garage door opener). The hour and place of Closing will be as designated by Title Company. 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer must assume Seller’s obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such leases for the Leased Items accepted by Buyer pursuant to § 2.5.8. (Leased Items). CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 35 13. TRANSFER OF TITLE. Subject to Buyer’s compliance with the terms and provisions of this Contract, including the tender of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: special warranty deed general warranty deed bargain and sale deed quit claim deed personal representative’s deed n/a deed. Seller, provided another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. Unless otherwise specified in § 30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed “subject to statutory exceptions” as defined in §38-30-113(5)(a), C.R.S. 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special improvements installed as of the date of Buyer’s signature hereon, whether assessed or not, and previous years’ taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source. 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND WITHHOLDING. 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. However, if Buyer’s loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for any of the fees contained in this Section, the fees will be paid for by Seller. 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller Other n/a. 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association’s Status Letter must be paid by Seller. 15.3.2. Record Change Fee. Any Record Change Fee must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working capital due (or other similar cost not addressed in § 16.2. (Association Assessments)) at Closing must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $165..00 for: Water District/Municipality Water Stock Augmentation Membership Small Domestic Water Company n/a and must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A. 15.9. FIRPTA and Colorado Withholding. CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 16 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 36 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller’s proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled veteran exemption or Other n/a 16.1.2. Rents. Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in writing of such transfer and of the transferee’s name and address. 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and n/a 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in advance will be credited to Seller at Closing. All Association Assessments accrued before Closing must be paid by Seller and all Association Assessments accrued after Closing must be paid by Buyer. Cash reserves held out of the regular Association Assessments for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Any special assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents there are no unpaid regular or special assessments against the Property except the current regular assessments and n/a Association Assessments are subject to change as provided in the Governing Documents. 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § 10.6.1.1. If the parties have executed a Post-Closing Occupancy Agreement, such agreement will control Possession Date and Possession Time. If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 300.00 per day (or any part of a day notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. Additionally, Buyer may pursue a claim against Seller for any of Buyer’s actual additional damages incurred by Buyer in excess of such amount. CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 37 General Provisions 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property and Inclusions will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller’s insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the Association, if any, will survive Closing. 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer’s sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 18 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 38 including deadlines, that must be complied with. 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party has the following remedies: 20.1. If Buyer is in Default: 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER’S ONLY REMEDY for Buyer’s failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 20.2. If Seller is in Default: 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 20.2.2. Seller’s Failure to Perform. In the event Seller fails to perform Seller’s obligations under this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such failures to perform under this Contract after Closing. Buyer’s rights to pursue the Seller for Seller’s failure to perform under this Contract are reserved and survive Closing. 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses. 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that party’s last known address (physical or electronic as provided in § 26). Nothing in this Section prohibits either party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This Section will not alter any date in this Contract, unless otherwise agreed. 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 19 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 39 release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder’s notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of § 22 (Mediation). This Section will survive cancellation or termination of this Contract. 24. TERMINATION. 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the termination is effective upon the other party’s receipt of a written notice to terminate (Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified in the Contract is ineffective and does not terminate this Contract. 24.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder must be timely returned to Buyer and the parties are then relieved of all obligations hereunder, subject to §§ 10.4. and 21. 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor to a party receives the predecessor’s benefits and obligations of this Contract. 26. NOTICE, DELIVERY AND CHOICE OF LAW. 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in § 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm). 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or Internet/electronic signature. 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property located in Colorado. 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 20 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 40 by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such copies taken together are deemed to be a full and complete contract between the parties. 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability Due Diligence and Source of Water. 29. BUYER’S BROKERAGE FIRM COMPENSATION. Buyer’s brokerage firm’s compensation will be paid, at Closing, as follows: 29.1. % of the Purchase Price or $n/a by Seller. Buyer’s brokerage firm is an intended third-party beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any other amounts Seller is paying on behalf of Buyer elsewhere in this Contract. 29.2. n/a% of the Purchase Price or $n/a by Buyer pursuant to a separate agreement between Buyer and Buyer’s brokerage firm. This amount may be modified between Buyer and Buyer’s brokerage firm outside of this Contract. 29.3. 2.5% of the Purchase Price or $n/a by a separate agreement between Buyer’s brokerage firm and Seller’s brokerage firm. ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 1. 1. This Contract to Buy and Sell Real Estate is conditioned and contingent upon the Vail Town Council granting authorization to proceed with the purchase of the Property described in Section 1, subject to the terms of the Contract. Authorization to proceed shall be by consideration of a Vail Town Council Resolution on September 3, 2024. 2. 15.4. Local Transfer Tax: The buyer, The Town of Vail, agrees to forgo the 1% Town of Vail Transfer Tax on the sale of this property. Buyer and Seller shall have no obligation to pay the 1% Town of Vail Transfer Tax at closing. 3. Seller to provide Buyer with List of Furnishings and Inclusions by Due Diligence Deadline. Personal property to be conveyed via Bill of Sale at Closing 4. This contract may be assignable to the" Vail Local Housing Authority." 31. OTHER DOCUMENTS. 31.1. Documents Part of Contract. The following documents are a part of this Contract: 31.1.1. Post-Closing Occupancy Agreement. If the box is checked, the Post-Closing Occupancy Agreement is a part of this Contract. n/a 31.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 21 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 41 n/a Signatures Date:8/27/2024 Buyer: Town Of Vail By: Russell Forrest, Town Manager [NOTE: If this offer is being countered or rejected, do not sign this document.] Date:8/28/2024 Seller: Scott McDonnell Date:8/28/2024 Seller: Janet McDonnell END OF CONTRACT TO BUY AND SELL REAL ESTATE BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. Broker Working With Buyer Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Buyer. See § B for Broker’s brokerage relationship CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 22 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 42 with Seller. Brokerage Firm’s compensation or commission is to be paid as specified in §29 above. This Broker’s Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm’s Name: Berkshire Hathaway HomeServices Colorado Properties Brokerage Firm’s License #: EC 28210 Date:8/24/2024 Broker’s Name: Danean Boukather Broker’s License #: FA100000608 Address: 511 E Lionshead Cir Vail, CO 81657 Phone No.: 970-476-2482 Fax No.: 970-476-6499 Email Address: danean@bhhsvail.net B. Broker Working with Seller Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction. Customer. Broker has no brokerage relationship with Seller. See § A for Broker’s brokerage relationship with Buyer. Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other . This Broker’s Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any agreement to pay compensation must be entered into separately and apart from this provision. Brokerage Firm’s Name: Compass Colorado, LLC d/b/a Compass Brokerage Firm’s License #: EC 100068446 CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 23 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 43 Date:8/27/2024 Broker’s Name: Benjamin Finn Broker’s License #: FA100035989 Address: 141 E Meadow Drive 203 Vail, CO 81657 Phone No.: 970-445-0623 Fax No.: Email Address: benjamin.finn@compass.com; morgan.thering@compass.com CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) CTM eContracts - ©2024 MRI Software LLC - All Rights Reserved CBS1-8-24. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 24 of 24 8/29/2024 8:29:27 AM CTMeContracts.com - ©2024 MRI Software LLC 44 AGENDA ITEM NO. 4.4 Item Cover Page DATE:September 3, 2024 SUBMITTED BY:Chad Salli, Public Works ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:10pm) SUBJECT:Contract Award to Icon Inc. for Bighorn Road Underdrain Project SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Icon Inc. to complete the Bighorn Road Underdrain Project, in an amount not to exceed $185,000.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: council memo-Bighorn Underdrain 45 To:Town Council From:Public Works Date:09/03/2024 Subject:Bighorn Road Underdrain Contract Award I.ITEM/TOPIC Bighorn Road Underdrain Contract Award II.ACTION REQUESTED OF COUNCIL Authorize the Town Manager to enter into an agreement with Icon, Inc to complete the Bighorn Road Underdrain project. III.BACKGROUND Staff received 3 proposals for the Bighorn Road Underdrain project from Icon, Inc. The project is budgeted with the Capital Street Maintenance budget. The stretch of Bighorn Rd across from the Racquet Club Townhomes experienced frost heave over last winter/spring resulting in significant damage to the existing curb/gutter and asphalt shoulder. The project will replace the damaged curb/gutter and asphalt shoulder and install an underdrain below the roadway to direct underground water away from the site to reduce the potential for future frost heave. IV.STAFF RECOMMENDATION Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Icon, Inc to complete the Bighorn Road Underdrain project in the amount not to exceed $185,000.00. 46 AGENDA ITEM NO. 4.5 Item Cover Page DATE:September 3, 2024 SUBMITTED BY:Stephanie Bibbens, Public Works ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:10pm) SUBJECT:Pitkin Creek Master Lease Renewal SUGGESTED ACTION:Approve, approve with amendments, or deny the Pitkin Creek Master Lease Renewal. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Town Council Memo Pitkin Creek Masterlease 47 75 South Frontage Road West Vail, Colorado 81657 vailgov.com MEMORANDUM To:Vail Town Council From: Susie Hervert, General Services Administrator Date: August 26, 2024 Re:Town Manager Authorization – Pitkin Creek #14i Master Lease I.PURPOSE The purpose of this memorandum is to request approval from the Vail Town Council authorizing the Town Manager to enter into a master lease agreement with 4081 Bighorn Road 14i LLC with a business address of 1450 South Fillmore Street, Denver, CO 80210, for the twelve-month lease of the residential property located at Pitkin Creek Park, 4081 Bighorn Road Unit #14i, Vail, CO 81657 effective October 1, 2024, through September 30, 2025. II.BACKGROUND In 2023, the Vail Town Council authorized the Town Manager to enter into a master lease agreement for Pitkin Creek Park #14i for the period October 1, 2023, through September 30, 2024. The lease expires at the end of September and the Town of Vail wishes to renew the master lease agreement for internal employee housing. The master lease is a critical unit in providing the needed bed space to house both winter and summer staff. The landlord kept the rent at the same rate for the past two years ($4700/month) but has increased to $5,100/month starting 10/1/2024 due to increases in HOA dues and insurance at Pitkin Creek Park. III.ACTION REQUESTED Authorize the Town Manager to execute a master lease agreement with 4081 Bighorn Road 14i LLC, in a not-to-exceed amount of $61,200. 48 AGENDA ITEM NO. 5.1 Item Cover Page DATE:September 3, 2024 TIME:30 min. SUBMITTED BY:Greg Hall, Public Works ITEM TYPE:Presentation/Discussion AGENDA SECTION:Action Items (6:10pm) SUBJECT:Winter Parking Update (6:10pm) SUGGESTED ACTION:Listen to presentation and provide feedback. PRESENTER(S):Greg Hall, Public Director of Works and Transportation VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo 090324 (002) (002) 49 1 TO:  Vail Town Council    FROM:  Parking and Mobility Task Force  Greg Hall, Director of Public Works, and Transportation       Stephanie Kashiwa Parking Operations Manager    DATE:  September 3, 2024    SUBJECT: Recommended Components of the Winter 2024‐2025 Parking Program    I. SUMMARY    The purpose of this item is to:      Provide Town Council with an update on the Parking and Mobility Task Force (P&MTF) discussion  regarding mobility and winter parking operations.     Provide recommendations for the 2024‐2025 winter season.     Request Town Council approve the recommended components of the Winter 2024‐2025 Parking  Program     II. BACKGROUND    The Vail Parking & Mobility Task Force met on June 27 & July 25 2024, to review the 2023‐2024 winter  season and to make recommendations for the Winter 2024‐2025 Parking Program.  The task force also  received an overview of the trial to eliminate overflow parking on the S. Frontage Rd. between the main  Vail roundabout and Vail Valley Dr. and reviewed the Council’s Strategic Plan draft emphasizing the mobility  goals below:    • By 2029, people who live, work, and recreate in Vail use the Eagle Valley Transportation Authority  and Town of Vail Bus Systems as their preferred method of transportation as evidenced by a  reduction in the percentage of vehicles parking in the Vail and Lionshead Parking structures that  originate from Eagle County from ~72% to ~50%. More specifically, reducing the percentage of  parked vehicles which start their day in Vail from 32% to 20%; and reducing the percentage of  parked vehicles which begin their day in Eagle County but outside of Vail from 40% to 30%.  • Reduce 2014 baseline carbon emissions by 25% by 2025, 50% by 2030, and 80% by 2050.    Town staff also went through the Request for Proposal process to find an improved option for the pass  sales and management software, with emphasis on the guest experience driving the final decision.  The  UbiPark product provided by the company SwiftParking was chosen and scheduled to be implemented for  the Winter 2024‐2025 season.         50 2   2023‐2024 Operations Review     The program was in place from November 10, 2023, to April 21, 2024, to compliment Vail Mountain  operating days.     Many of the policies and operations were continued from the 2022‐2023 winter season to manage  parking demand while keeping in mind the needs of our economic drivers being our guests and our  employees.     The 2023‐2024 winter season had 19 overflow days compared to 27 overflow days during the 2022‐ 2023 winter season and down from a peak of 53 during 2021‐2022 season., a  This is a  year over  year decrease of 8 days for the winter season. The council policy goal was 15 days which equates to  90 % of the time meeting the parking demand.     The Peak and Non‐Peak calendar was structured to encourage alternative modes of transportation  during historically busy periods and encourage the use of available parking during less busy periods.  Peak day average transactions increased less than 1% from the 2022‐2023 winter season.  Overall  2023‐2024 transactions have dropped 1.4% compared to the 2022‐2023 season.     Overnight rates were set at $60 per night in the village structures, and $35 in the Red Sandstone  garage.       No changes were made to the retail rate structure. A free parking period for vehicles entering after  3 p.m. until 4 a.m. was also continued.     2023‐2024 Retail Rate Structure  Daily Rate Non‐Peak Peak 0‐1 hrs FREE FREE 1‐2 hrs $5 $10 2‐3 hrs $10 $20 3‐4 hrs $20 $30 4+ hrs $30 $40 Entry after 3pm‐4am FREE FREE Overnight 4am‐5am $60 $60 Daily Rate Non‐Peak Peak 0‐2 hrs FREE FREE 2+ hrs $10 $20 Overnight 4am‐5am  RSS lvl 1,2,3 ONLY $35 $35 VV & LH RSS & Ford & VAF      Premier, Business Premier, Employee Plus, Employee, Eagle County Local, and Vail Local passes  were offered.  All but the Premier and Business Premier included free and or discounted rate access  to various lots to encourage alternate modes of transportation and use of outlying lots instead of  51 3 the village structures to better utilize and manage parking demand.  Premier and Business Premier  passes guaranteed parking in the village structures for those passholders.  Qualification was needed  to purchase all but the Premier pass.  All passes allowed free entry to the village structures after 5  a.m. if exited before 9 a.m.      2023‐2024 Parking Pass Options               2023‐2024 Parking Pass Sales       All 2022‐2023 local passholders were issued a 2023‐2024 local pass free of charge to reduce the  administrative time needed complete the approval process due to the previous pass sales software,  as well as a reward to local pass holders.                        52 4 2023‐2024 Pass Rate Structure        53 5    Once 75% full, Ford lot, Soccer lot, and Red Sandstone Garage were restricted to only allow  passholders to prioritize passholder parking availability later in the day. However, limited flexibility  is allowed based on time of day, day of week and time of year to both not preclude passholder  accessibility and maximize utilization of these public parking spaces.     An overnight fee of $60 for the oversized parking area to align with the fees in the village  structures.     The DUI prevention policy of free exit for users who choose safe travel arrangements was  administered through the Police Department and Parking Department.  This allowed the overnight  fee to be waived if the user entered after 3 p.m. the day before and exits the structures by 11 a.m.  the day of.  This was offered at the Vail Village and Lionshead structures.    Summer 2024 Overflow Parking Trial   Parking operations conducted a trial run of eliminating the overflow parking from the Main Vail  roundabout to Vail Valley Drive in efforts to better utilize parking inventory and increase safety.      UbiPark Pass Sales and Management System     This system was chosen from eight submissions to a request for proposal.  This product offers the  ability to support and integrate with our current PARC system (TIBA), as well as offers a more user‐ friendly interface for our community and guests.   The primary credential used as a parking pass will be a QR code, and payment will be by credit card  like the previous system.  Passholders will also have the option for a physical pass.    The signup process for users will be online like the previous system.  All passes purchased will need  to be associated with a newly created user profile on the UbiPark platform.    III. TASK FORCE DISUCSSIONS AND MOBILITY CONSIDERATIONS WINTER 2024‐2025 AND BEYOND    In reviewing the previous winter programs and identifying opportunities for improvement the Parking &  Mobility Task Force focused largely on keeping the program intact, messaging information to the  community about parking and alternative modes of transportation and improving the parking pass  experience.     There was discussion if the annual cost of the pass should have a smaller annual increase each year, like Ski  Pass or utility rates, verses a much larger increase every 3 or more years. The discussion was focused on the  reduction of both Vail and Eagle County trip reductions to the parking structures as part of the council  strategic goals for all pass users and further incentive transit use verses any revenue increase generated.  The committee felt leaving the total program intact for the first year with encouraging as well as  understanding the impacts of free Core Transit was more important, and then make further  recommendations in following years provided a more positive approach.   Because Vail has always had free transit, the impact of the Core Transit free service this winter could have  very little effect on the Vail trip origination reductions expressed by the Town Council Strategic goals. Vail  trips which begin their day in Vail includes not only locals, but guests and second homeowners who are  staying short term in Vail. The opportunity in marketing and providing information  directly focusing on a  reducing this demographic’s car use, by first messaging you do not need to bring a car to Vail, but also once  in Vail you do not need to use your car. The anticipated Bustang service beginning as early as November will  increase round trips to Denver from the current 5 per day to 12. Again, communicating these messages this  coming season was the approach the Task force focused on.  54 6   Finally, the taskforce will be looking at summer data regarding both Core and Vail transit ridership and  parking origination data and parking  transaction data once the summer season ends. Work will begin on  mobility recommendations for next summer. It is anticipated staff will be back after the first of the year to  begin those discussions with council.    In reviewing various options, the Task Force recommends the following for the winter program.   IV. RECOMMENDED WINTER 2023‐2024 PARKING PROGRAM     Winter paid overnight parking begins November 15, 2023, and extends through April 20, 2024.  This  would align with the current known operational dates of Vail Mountain.     A similar Peak and Non‐Peak rate calendar was created, which is provided below. There are 55 Peak  Rate days. This is the same number as last year, however, the fist peak weekend in December was  earlier and the last weekend in March was eliminated as a peak weekend. This was in response to  the December weekend experiencing overflow parking for the last three years.       November  December  Su Mo Tu We Th Fr Sa  Su Mo Tu We Th Fr Sa                1 2  1 2 3 4 5 6 7  3 4 5 6 7 8 9  8 9 10 11 12 13 14  10 11 12 13 14 15 16  15 16 17 18 19 20 21  17 18 19 20 21 22 23 22 23 24 25 26 27 28  24 25 26 27 28 29 30 29 30 31                               January  February  Su Mo Tu We Th Fr Sa  Su Mo Tu We Th Fr Sa          1 2 3 4                   1  5 6 7 8 9 10 11  2 3 4 5 6 7 8  12 13 14 15 16 17 18  9 10 11 12 13 14 15  19 20 21 22 23 24 25  16 17 18 19 20 21 22  26 27 28 29 30 31    23 24 25 26 27 28                        March  April  Su Mo Tu We Th Fr Sa  Su Mo Tu We Th Fr Sa                   1       1 2 3 4 5  2 3 4 5 6 7 8  6 7 8 9 10 11 12  9 10 11 12 13 14 15  13 14 15 16 17 18 19  16 17 18 19 20 21 22  20 21 22 23 24 25 26  23 24 25 26 27 28 29  27 28 29 30        30 31                            Maintain 2023‐2024 rates for both retail and passholders from the 2023‐2024 winter season.     55 7  Maintain current pass options and pricing from the winter 2023‐2024 winter season. A new sign‐up  and verification process will be required with the adoption of the UbiPark platform, as well as a  new process to access credentials and profile information.  Communication and information on this  process will be a focus.  A user profile will need to be made for all groups or individuals purchasing  passes, as well as admin hours to review and approve the pass purchases.  It is recommended to  charge the purchase price for all passes to offset the cost of administrative hours. The  administration signup  fee for Vail locals was $25 and for Eagle County Locals $50 in 2022.  It is  recommended to reinstate these fees for the 2024‐2025 winter season.  A supplemental budget of  $3,000 for printing, publishing and marketing is requested  to communicate the new pass sign up  process and continue to improve pass benefits and awareness for the upcoming season.     Continued use of all lots to provide parking options for guests and passholders.  Once over 75% full,  the lots will be restricted to passholder access only. This will continue to be monitored to ensure a  balance between greater utilization and passholder access.     Continue to eliminate overflow parking from the main Vail roundabout to Vail Valley Drive.  A  supplemental budget of $4,000 is requested for contract labor to patrol the section of road and  provide information to guests.      A review of current parking fines and potential adjustments should occur prior to the beginning of  the winter season. This would assist in violations occurring if roadside across from the Vail Village  Transportation Center were eliminated for overflow parking, as well as address the rise in parking  costs compared to the stagnant parking violation costs.     Increased efforts towards messaging and information to the community about parking and mobility  options. The Task Force recommended a very positive tone to the messaging and an emphasis on  alternative transportation to single occupancy vehicles.      V. ACTION REQUESTED     Provide direction and/or approval regarding the recommended winter 2023‐2024 Parking Plan to include:     Setting the rate calendar.   Setting the retail and pass rates.   Setting the offered passes and pricing.   S Frontage Road overflow parking operations.(Restriction from Vail Valley Drive to roundabout)   Approve a 2024 supplemental budget request that includes:  o $3,000 for communication and marketing  o $4,000 for increased contract labor to patrol the Frontage Road    Provide direction to staff to return with potential Parking citation fine adjustments prior to the  beginning of winter parking.                     56 AGENDA ITEM NO. 5.2 Item Cover Page DATE:September 3, 2024 TIME:10 min. SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Action Items AGENDA SECTION:Action Items (6:10pm) SUBJECT:Ordinance No. 11, Series of 2024, First Reading, An Ordinance Amending Chapter 10 of Title 7 of the Vail Town Code Regarding Commercial Transportation (6:40pm) SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 11, Series of 2024 upon first reading. PRESENTER(S):Deputy Chief Justin Liffick, Vail Police Department VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Town Council Memo - Commercial Transportation Commercial Transportation-O082624 57 August 27, 2024 To:Vail Town Council Through:Russ Forrest Town Manager Ryan Kenney Chief of Police From:Justin Liffick Deputy Chief of Police Subject:Ordinance No. 11, Series of 2024, Amending Ordinance Chapter 10 of Title 7 Town of Vail Municipal Code Regarding Commercial Transportation The Vail Police Department is requesting that Town Council adopt the recommended changes to Chapter 10 Title 7 of the Town of Vail Municipal Code regarding Commercial Transportation. The amendments recommended cover the definition of “Bus Operators” and “Loading and Unloading Areas.” The amended Town Ordinance also updates the “Commercial Operator” conduct and requirement for “Identification” requiring each company to “conspicuously display the name of the company to which the permit applies on each vehicle.” The adoption of these amendments to this ordinance will provide more efficient traffic movement and protect pedestrian safety through the restriction of Commercial Operators in certain areas of the Town of Vail. 58 8/27/2024 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@740BFB7A\@BCL@740BFB7A.DOCX ORDINANCE NO. 11 Series of 2024 AN ORDINANCE AMENDING CHAPTER 10 OF TITLE 7 OF THE VAIL TOWN CODE REGARDING COMMERCIAL TRANSPORTATION WHEREAS, the Town desires to clarify various provisions regarding commercial transportation permits in the Town. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1.The definition of "Bus Operators" and "Loading and Unloading Areas" in Section 7-10-2 of the Vail Town Code are hereby amended as follows: BUS OPERATORS. Commercial operators engaged in the business of providing passenger transportation in motor vehicles having a capacity of 26 or more persons, or as otherwise defined by the Colorado Public Utilities Commission, except for vehicles operated by the Town and commercial operators regulated by the federal government, such as Greyhound. LOADING AND UNLOADING AREAS. Those areas authorized for passenger loading and unloading as shown on the Loading and Unloading Areas map on the Town website. on file with the Town Manager and available for inspection during regular business hours. Section 2.Section 7-10-2 of the Vail Town Code is hereby amended by the deletion of the following definitions: "Infrequent User" and "Oversized Vehicle". Section 3.Section 7-10-3(A) of the Vail Town Code is hereby repealed in its entirety and reenacted as follows: 7-10-3 PERMIT REQUIRED. (A)Every commercial operator shall register with the Town and obtain a permit for each vehicle in the commercial operator's fleet at least 30 days prior to each transportation year. The Town shall issue a permit to the vehicles of any commercial operator who agrees to continuously satisfy the terms and conditions of this Chapter. (B)A permit fee, in an amount set annually by the Town Manager, shall be required with every application. (C)The permit shall be permanently affixed to the vehicle front windshield on the lower passenger’s side window for each permit and visible to the public. 59 2 8/27/2024 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@740BFB7A\@BCL@740BFB7A.DOCX (D)If a permit is damaged, a new permit will be issued only when the remains of the damaged permit are returned to the Town. Section 4.Section 7-10-7 of the Vail Town Code is hereby amended as follows: § 7-10-7 CONDUCT. Commercial operators shall abide by the following rules of conduct. *** (H)Oversized vehicles Commercial Operator. To ensure efficient traffic movement and protect pedestrian safety, the Town may restrict oversized vehicles Commercial Operators from certain areas of the Town as detailed on the Loading and Unloading Areas map on the Town Website., and such restrictions shall be indicated by appropriate signage. (I)Identification. Commercial Operators shall conspicuously display the name of the company to which the permit applies on each vehicle. Section 5.Section 7-10-9 of the Vail Town Code is hereby repealed in its entirety and replaced as follows: § 7-10-9 VIOLATION; PENALTY. (A)Violation: It is unlawful to violate any provision of this Chapter. Violations of this Chapter shall be civil infractions. Each day of violation shall be deemed a separate offense. (B)Civil Enforcement: (1)If the Town chooses civil enforcement, a citation may be served by posting on the front door of the business in violation, or by personal service on the alleged violator, or by mailing first-class U.S. Mail to the last known address of the alleged violator. (2)Civil violations shall be subject to the following fines and penalties: (a)First violation in any twelve (12) month period: $500 fine. (b)Second violation in any twelve (12) month period: $750 fine. (c)Third violation in any twelve (12) month period: $1,000 fine. (d)Fourth violation in any twelve (12) month period: $1,000 fine and permit revocation for one (1) year from the date of the violation. 60 3 8/27/2024 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@740BFB7A\@BCL@740BFB7A.DOCX (3)All penalties shall be paid within fourteen (14) days of the date of the citation. If the civil violation is paid, there shall be no opportunity to challenge or otherwise appeal the violation. If the violator disputes the violation, a written protest shall be filed with the Town within fourteen (14) days of the date of the citation. (4)If the citation is protested, the Town shall cancel the citation and proceed to criminal enforcement. (D)Criminal Enforcement: If the Town chooses criminal enforcement or a protest is filed and the civil citation is canceled, a summons and complaint may be served as provided in the Colorado Municipal Court Rules of Procedure. The penalties shall be as set forth in Section 1-4-1 of this Code. (E)Other Remedies: In addition to the penalties described herein, the Town shall have any and all remedies provided by law and in equity for a violation of this Chapter, including without limitation damages, specific performance, and injunctive relief. Section 6.If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not effect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. Section 7.The Town Council hereby finds, determines and declares that this ordinance is necessary and proper for the health, safety and welfare of the Town and the inhabitants thereof. Section 8.The amendment of any provision of the Vail Town Code as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceeding as commenced under or by virtue of the provision amended. The amendment of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. Section 9.All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, theretofore repealed. INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 3rd day of September, 2024 and a public hearing for second reading of this Ordinance set for the 17th day of September, 2024, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. 61 4 8/27/2024 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@740BFB7A\@BCL@740BFB7A.DOCX _____________________________ Travis Coggin, Mayor ATTEST: ____________________________ Stephanie Kauffman, Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this 17th day of September, 2024. _____________________________ Travis Coggin, Mayor ATTEST: ____________________________ Stephanie Kauffman, Town Clerk 62 AGENDA ITEM NO. 5.3 Item Cover Page DATE:September 3, 2024 TIME:20 min. SUBMITTED BY:Stephanie Bibbens, Town Manager ITEM TYPE:Action Items AGENDA SECTION:Action Items (6:10pm) SUBJECT:Ordinance No. 12, Series of 2024, First Reading, An Ordinance Approving the Conveyance of Real Property Owned by the Town of Vail, Described as Lot 2, Timber Ridge Subdivision to Lion's Ridge Apartment Homes, LLC (6:50pm) SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 12, Series of 2024 upon first reading. PRESENTER(S):Jason Dietz, Housing Director VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: 220903 Council Ord memo Ordinance No. 12 Series of 2024 Lot 2 Timber Ridge Property Conveyance 09032024 Lions Ridge Apartment Homes LLC Ground Lease 9102014 63 75 South Frontage Road West Housing Department Vail, Colorado 81657 970.479.2150 vailgov.com MEMORANDUM To: Vail Town Council From: George Ruther, Principal, Ruther Associates LLC Russ Forrest, Town Manager Matt Mire, Town Attorney Date: September 3, 2024 Re:Ordinance No. 12, Series of 2024 – An Ordinance Authorizing the Conveyance of Real Property Owned by the Town of Vail, Described as Lot 2, Timber Ridge Subdivision I.Purpose The purpose of this agenda item is to hold a public hearing on an ordinance approving the conveyance of real property owned by the Town of Vail to Lion’s Ridge Apartment Homes, LLC pursuant to the terms of a recorded Ground Lease Agreement. A copy of Ordinance No. 12, Series of 2024 and a copy of the Ground Lease Agreement are attached for reference. This agenda items advances the critical actions identified in the Vail Town Council Action Plan, furthers the adopted housing goal of the Town of Vail, and aids Vail in realizing its vision to be the premier international mountain resort community and as a national leader in the delivery of housing solutions for its community residents. II.Background In 2014, the Town of Vail and Lion’s Ridge Apartment Homes, LLC entered into a ground lease agreement to facilitate the development of the Lion’s Ridge Apartments. Of significance, the ground lease agreement contained a provision granting Lion’s Ridge Apartment Homes, LLC an option to purchase the leaseholder area governed by the ground lease agreement. In doing so, the terms (i.e. purchase price, notice provisions, title insurance requirements, closing period, 64 Town of Vail Page 2 conveyance provisions) for the option were previously negotiated and documented in the agreement. Those terms include a purchase price of $5.0 million that will be paid to the Town of Vail. On August 19, 2024, the Town of Vail received written notice of the intent to exercise the option to purchase. III.Ordinance No. 12, Series of 2024 Pursuant to the Vail Town Charter, the conveyance of real property owned by the Town of Vail shall be subject to an approving ordinance of the Vail Town Council. IV.Recommendation The Town Manager’s office requests that the Vail Town Council approves Ordinance No. 12, Series of 2024, as presented and read. 65 ORDINANCE NO.12 Series of 2024 AN ORDINANCE APPROVING THE CONVEYANCE OF REAL PROPERTY OWNED BY THE TOWN OF VAIL,DESCRIBED AS LOT 2, TIMBER RIDGE SUBDIVISION TO LION’S RIDGE APARTMENT HOMES, LLC WHEREAS, the Town of Vail (“Town”) and Lion’s Ridge Apartment Homes, LLC (“Purchaser”) are parties to a certain Ground Lease Agreement, dated September 10, 2014 (the “Agreement) which sets forth in Section 27 of the Agreement the terms for the option to purchase Lot 2, Timber Ridge Subdivision; WHEREAS, the Town owns the real property described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"); and WHEREAS, the Town wishes to convey the Property to Purchaser pursuant to the terms of the Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. The sale of the Property is hereby authorized and approved by the Town Council pursuant to the terms of the Agreement. The Town Manager is hereby authorized to execute and deliver, on behalf of the Town, a special warranty deed for the sale of the Property and to take whatever steps are necessary to complete the sale of the Property to meet the Town's obligation pursuant to the Agreement. Section 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not effect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. Section 3. The Council hereby finds, determines and declares that this Ordinance is necessary and proper for the health, safety and welfare of the Town of Vail and the inhabitants thereof. INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this ___ day of ______________, 2024 and a public hearing for second reading of this Ordinance set for the _____day of ______________, 2024, in the Council Chambers of the Vail Municipal Building, Vail, 66 Colorado. _____________________________ Travis Coggin, Mayor ATTEST: ____________________________ Stephanie Kauffman, Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this ___ day of _____________, 2024. _____________________________ Travis Coggin, Mayor ATTEST: ____________________________ Stephanie Kauffman, Town Clerk 67 EXHIBIT A Legal Description Final Plat, Timber Ridge Subdivision, Lot 2, Town of Vail, County of Eagle, State of Colorado 68 GROUND LEASE This GROUND LEASE (the "Lease ") is entered into as of September , 2014 (the Effective Date ") by and between the Town of Vail, a Colorado home rule municipality (the Town "), and Lion's Ridge Apartment Homes, LLC, a Colorado limited liability company Tenant ") (each individually a "Party" and collectively the "Parties "). WHEREAS, the Town is the owner of certain real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property "); WHEREAS, the Parties desire to allow for the redevelopment of the Property for employee housing; WHEREAS, to accomplish the redevelopment of the Property for employee housing, the Town will retain fee ownership of the Property, but the Town will provide Tenant with a long- term ground lease of the Property; and WHEREAS, the Parties wish to establish terms of the long -term ground lease. 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. Lease. The Town, in consideration of the rents, covenants, agreements, and conditions herein set forth which Tenant hereby agrees shall be paid, kept, and performed, does hereby lease unto Tenant, and Tenant does hereby lease from the Town, the Property together with all of the Town's rights, interests, estates, and appurtenances thereto. 2. Term. This Lease shall commence on the Effective Date and unless earlier terminated as provided herein, shall terminate on September 30, 2064. 3. Rent and Security Deposit. The total rent for the period from the Effective Date through December 31, 2024 is the sum of $10. Tenant has paid such sum to the Town on the date hereof, the receipt of which is hereby acknowledged. Commencing on January 1, 2025 and each year thereafter during the term of this Lease, Tenant shall pay to the Town annual rent in the amounts set forth below. 9/3/2014 Q:1 USERSI VAIL I TIMBER RIDGE- NEKAGRIGROUND LEASE- IO.DOCX 69 Period Annual Rent January 1, 2025 through December 31, 2029 125,000 January 1, 2030 through December 31, 2034 140,625 January 1, 2035 through December 31, 2039 158,200 January 1, 2040 through December 31, 2044 177,975 January 1, 2045 through December 31, 2049 200,220 January 1, 2050 through December 31, 2054 225,250 January 1, 2055 through December 31, 2059 253,400 January 1, 2060 through September 30, 2064 285,075 The annual rent shall be paid in twelve equal monthly installments on the first day of each month. There shall be no security deposit. 4. Permitted Uses. Subject to the terms and provisions hereof, Tenant shall use and enjoy the Property to construct and operate 112 dwelling units (the "Improvements "), at least 70% of which shall be employee housing units in full compliance with the deed restriction attached hereto as Exhibit B and incorporated herein (the "Deed Restriction "), the Development Agreement between the Town and Tenant and applicable law, including without limitation the Vail Town Code, as amended. Tenant will not do, or permit to be done, anything on the Property which is contrary to any legal or insurable requirement or which constitutes a nuisance. 5. Taxation. a. The Parties acknowledge their intent that the Property is to be exempt from ad valorem property taxes pursuant to C.R.S. § 29 -4 -227, by virtue of a 0.01% ownership interest in Tenant held by the Town. b. Tenant may, at its sole cost and expense, contest the validity or amount of any taxes imposed against the Property. 6. Utilities. Tenant shall pay all charges for gas, electricity, telephone and other communication services, and all other utilities and similar services rendered or supplied to the Property, and all water, sewer and other similar charges levied or charged against, or in connection with, the Property. 7. Net Lease. This Lease shall be a net lease, and throughout the Term, all payments and other obligations or liabilities of any kind regarding the Property shall be solely the responsibility of Tenant, and not the responsibility of the Town. 2 9/3/1014 Q: I USERSI VAIL I TIMBER RIDGE- NEWL4GMGROUND LEASE- IO.DOCX 70 8. Existing Conditions. As of the Effective Date, Tenant has inspected the physical condition of the Property and receives the Property in "as is" condition, with all faults. The Town makes no representations or warranties with respect to the condition of the Property or its fitness or availability for any particular use, and the Town shall not be liable to Tenant for any latent or patent defect on the Property. The Town owns all the improvements existing on the Property as of the date of the Lease, which existing improvements may be removed by Tenant prior to the construction of the Improvements. 9. Hazardous Materials. a. Though the Town has no actual knowledge of the presence of any hazardous materials or other adverse environmental conditions on the Property, the Town makes no warranty regarding such materials or conditions. b. Tenant shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of, any federal, state, or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions ( "Hazardous Materials Laws ") on, under, about, or affecting the Property. Tenant shall not use, generate, manufacture, store, or dispose of on, under or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, asbestos, lead - based paints, toxic substances, or related materials, including without limitation any substances defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, or toxic substances under any applicable federal or state laws or regulations collectively referred to hereinafter as "Hazardous Materials "). C. Notwithstanding the above, the Parties understand and agree that Tenant, in the course of construction of the Improvements, may generate biohazardous waste materials due to procedures performed within the primary structure. Tenant shall be solely responsible for the proper storage and removal of these biohazardous waste materials from the property. Tenant shall be solely responsible for, and shall indemnify and hold harmless the Town, its directors, officers, employees, agents, successors, and assigns from and against, any loss, damage, cost, expense, or liability directly or indirectly arising out of or attributable to Tenant's use, generation, storage, release, threatened release, discharge, disposal, or presence of biohazardous Materials on, under or about the Property. 10. Construction of Improvements. The Improvements shall be constructed in accordance with the Development Agreement. 11. Ownership of Improvements. a. During the Term, all Improvements shall be solely the property of Tenant, and Tenant shall be entitled to take tax depreciation thereon, to the extent permitted by law. b. Upon termination of this Lease, except as otherwise provided in Section 27, Tenant shall surrender to the Town, free and clear of all debt and other encumbrances, all improvements, inclusions, fixtures, equipment and other appurtenances on the Property in good condition and repair. During the Term, the Town shall have a right to inspect the Property on an annual basis to review the condition of the improvements. 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEW44GRIGROUND LEASE- IO.DOCX 71 12. Maintenance and Repairs. a. Tenant agrees to maintain the Property throughout the Term of this Lease, at Tenant's own expense, in good working order, in a clean and safe manner. Such maintenance shall include all work necessary to maintain the Property in a first -class condition consistent with similar projects in the Town, including both interior and exterior repairs. b. Throughout the Term of this Lease, Tenant shall, at its own expense, provide all janitorial, landscaping, trash removal, snow removal and other services required for the proper maintenance of the Property. C. Should Tenant fail to perform the required maintenance or repairs after 30 days written notice from the Town, the Town may, but has no obligation to, perform such maintenance or repairs and invoice Tenant for the costs of such maintenance, plus 8% interest. Tenant shall pay such invoice within 30 days of receipt thereof, and Tenant's failure to do so shall constitute a Tenant Default. 13. Prope , Management. Throughout the Term of this Lease, Tenant shall provide for professional management of the ongoing use and operation of the Property (either through an independent third party or an affiliate or agent of Tenant). 14. Insurance. Tenant shall maintain the following insurance, and certificates of such insurance shall be furnished to the Town prior to the commencement of this Lease and at each subsequent policy renewal date: a. Commercial general liability insurance, including contractual liability, with limits of not less than $2,000,000 per occurrence for bodily injury, personal injury and property damage, naming the Town as an additional insured. b. Fire and extended coverage insurance covering the Property for injury or damage by the elements, or through any other cause, in an amount not less than the full actual replacement cost of the Property, common areas, and appurtenances, and sufficient to prevent the Town or Tenant from becoming a co- insurer of any partial loss. C. During the course of any construction or repair of Improvements, Builders' Risk Insurance. 15. Indemnification. Tenant agrees to indemnify, defend, and hold the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns harmless from and against any and all claims, liability, damages, losses, expenses and demands, including reasonable 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, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Lease or Tenant's use of the Property; provided however, that Tenant shall not indemnify, defend or hold the Town harmless for the Town's own negligence or willful acts or omissions. 4 91312014 Q: I USERSI VAIDTIMBER RIDGE- NEWIAGRIGROUND LEASE- IO.DOCX 72 16. Restoration. Should any Improvements be wholly or partially destroyed or damaged by fire or other casualty, Tenant shall promptly repair, replace, restore, and reconstruct the same, all in compliance with the provisions of this Lease. 17. Condemnation. a. Full taking. Should the entire Property be taken by eminent domain, condemnation or similar proceedings or conveyed in avoidance or settlement of eminent domain, condemnation, or other similar proceedings, then Tenant's right of possession under this Lease shall terminate as of the date of taking possession by the condemnor, and the award therefor will be distributed as follows: first, to the payment of all reasonable fees and expenses incurred in collecting the award; and next, the balance of the award shall be equitably apportioned between the Town and Tenant based on the then respective fair market values of the Town's interest in the Property and Tenant's interest in the Property. All rent shall be prorated through the date of termination. b. Partial Taking. Should a portion of the Property be taken by eminent domain, condemnation or similar proceedings, this Lease shall continue in effect as to the remainder of the Property unless, in Tenant's reasonable judgment, the taking makes it economically unsound to use the remainder, whereupon this Lease shall terminate as of the date of taking of possession by the condemnor in the same manner as if the whole of the Property had been taken, and the award therefor shall be distributed as provided in subsection (a) hereof. If this Lease is not terminated, all rent shall be equitably adjusted based on the portion of the Property taken. If this Lease is terminated, all rent shall be prorated through the date of termination. C. Temporary Taking. If any portion of the Property is taken for temporary use or occupancy, the Term shall not be reduced or affected. Except to the extent Tenant is prevented from so doing pursuant to the terms of the order of the condemning authority, Tenant shall continue to perform and observe all of the other covenants, agreements, terms, and provisions of this Lease. If Tenant continues to perform its obligations under this Lease throughout the term of the temporary taking, Tenant shall be entitled to the full award for a temporary taking. 18. Assignment. Tenant may assign its rights under this Lease if the new tenant assumes in writing all covenants and obligations of Tenant under this Lease, including without limitation all obligations of Tenant under the Deed Restriction. Tenant shall thereupon be released and discharged from all obligations under this Lease, but such obligations shall be binding upon the new tenant. Notwithstanding the foregoing, Tenant may not assign its rights hereunder prior to the issuance of final certificates of occupancy for all units in the Improvements, and Tenant may not assign its rights hereunder if Tenant is in default of this Lease. 19. Subleasing. a. Tenant may freely execute subleases in compliance with this Lease, the Deed Restriction and applicable law, provided that the term of each such sublease (including all renewal and extension rights) shall not extend past the expiration date of the Term. b. Each sublease shall specifically provide that the sublessee's rights are subject to the Town's rights under this Lease and the Deed Restriction, and shall provide that upon a 5 9/3/2014 Q: I USERSI VAMTIMBER RIDGE- NEWAGRIGROUND LEASE- IO.DOCX 73 termination of this Lease or of Tenant's right to possession of the Property such sublease, at the Town's option, shall continue in effect as a lease directly between the Town and the sublessee thereunder, provided that the sublessee attorns to the Town, the Town shall not be responsible for the return or repayment of any security or other deposits made by such sublessee with Tenant unless Tenant has turned the same over to the Town, and the Town shall not be liable or responsible for the cure or remedy of any breach, violation, or default on the part of Tenant under subleases occurring prior to termination of this Lease or of Tenant's right to possession of the Property. Tenant shall give a copy of each sublease to the Town upon request. 20. Tenant's Right to Encumber. a. Leasehold. Tenant may, at any time, without the Town's consent or joinder, encumber its interest in this Lease and the leasehold estate hereby created with one or more deeds of trust, mortgages, or other lien instruments to secure any borrowings or obligations of Tenant. No lien of Tenant upon its interest in this Lease and the leasehold estate hereby created shall encumber or affect in any way the interest of the Town in the Property. b. No Merger. In no event shall the leasehold interest, estate, or rights of Tenant hereunder, or of the holder of any mortgage upon the Lease, merge with any interest, estate, or rights of the Town in or to the Property, it being understood that such leasehold interest, estate, and rights of Tenant hereunder, and of the holder of any mortgage upon this Lease, shall be deemed to be separate and distinct from the Town's interest, estate, and rights in or to the Property, notwithstanding that any such interests, estates, or rights shall at any time or times be held by or vested in the same person, corporation, or other entity. 21. Quiet Enjoyment. The Town covenants that Tenant, on paying the Rent and performing and observing the obligations of this Lease, shall peaceably and quietly have, hold, occupy, use, and enjoy the Property during the Term, and may exercise all of its rights hereunder, subject only to the provisions of this Lease, the Deed Restriction and applicable law. 22. Access. a. The Town shall have access to the Property at all times following reasonable prior notice to Tenant to inspect the Property, provided that the Town shall use reasonable efforts not to disturb Tenant's use of the Property or the occupants of the Improvements. b. At no time shall Tenant eliminate access to or the ability to safely occupy or operate the Timber Ridge housing units currently existing on the real property adjacent to the Property, as more particularly described on Exhibit C, attached hereto and incorporated herein by this reference (the "Adjacent Property "). The Town shall have unrestricted access to the Adjacent Property at all times. 23. Tenant Default and Remedies. a. Each of the following is a Tenant default of this Lease: i. If Tenant fails to perform any of its obligations under this Lease or the Deed Restriction and Tenant fails to commence and take such steps as are necessary to 6 9/3/2014 Q: I USERSI VAMTIMBER RIDGE- NEWAGMGROUND LEASE- IO.DOCX 74 remedy the same within 30 days after Tenant is given a written notice specifying the same; provided, however, that if the violation is a violation of this Lease and not a violation of the Deed Restriction, and the nature of the violation is such that it cannot reasonably be remedied within 30 days, and Tenant provides evidence to the Town 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 180 days of the original notice of violation. ii. If an involuntary petition is filed against Tenant under a bankruptcy or insolvency law or under the reorganization provisions of any law, or when a receiver of Tenant, or of all or substantially all of the property of Tenant, is appointed without acquiescence, and such petition or appointment is not discharged or stayed within 120 days after the happening of such event. iii. If Tenant 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. If a Tenant default occurs, the Town may, without waiving any other rights hereunder or available to the Town at law or in equity (the Town's rights being cumulative), terminate this Lease, in which event this Lease and the leasehold estate hereby created and all interest of Tenant and all parties claiming by, through, or under Tenant shall automatically terminate upon the effective date of such notice; and the Town, its agents or representatives, may, without further demand or notice, reenter and take possession of the Property and remove all persons and property from the Property with or without process of law, without being deemed guilty of any manner of trespass and without prejudice to any remedies for existing breaches hereof. C. 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. 24. Town Default and Remedies. a. The following is a Town default of this Lease: if the Town fails to perform any of Us covenants or obligations under this Lease and fails to commence and take such steps as are necessary to remedy the same within 30 days after written notice is given specifying the same; provided, however, that if the nature of the violation is such that it cannot reasonably be remedied within 30 days, and the Town provides evidence to Tenant 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 180 days of the original notice of violation. b. If a Town default occurs, Tenant may terminate this Lease. C. In addition to the specific remedy set forth herein, Tenant 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, provided that the remedy of specific performance shall not be available against the Town. 7 9/3/2014 Q: I USERSI VAIDTIMBER RIDGE- NEWAGkGROUND LEASE- IO.DOCX 75 25. Notices. Any notice under this Lease shall be in writing and may be given by United States Mail, postage prepaid, addressed as set forth herein; or hand - delivery. Notice shall be effective three days after mailing or immediately upon hand - delivery. The addresses of the Parties shall, unless changed in writing, be as follows: The Town: Town Manager Town of Vail 75 South Frontage Road Vail, CO 81657 Tenant: Lion's Ridge Apartment Homes, LLC 200 North Main Street Oregon, WI 53575 Attn: Gary J. Gorman With a copy to: Jen Wright Wright and Company, Inc. P.O. Box 7270 Avon, CO 81620 26. Surrender. On the last day of the term of this Lease or upon any termination of this Lease, except as otherwise provided for in Section 27, Tenant shall surrender the Property, with the Improvements then located thereon, into the possession and use of the Town, without fraud or delay and in good order, condition, and repair, free and clear of all occupancies, liens and encumbrances, without any payment or allowance whatever by the Town for any buildings or improvements erected or maintained on the Property at the time of the surrender, or for the contents thereof or appurtenances thereto. 27. Option to Purchase. a. The Town hereby grants to Tenant an option to purchase the Property in accordance with the terms set forth below (the "Option "). Tenant may exercise this option by providing written notice thereof to the Town at any time following the Town's issuance of final Certificates of Occupancy for all units in the Improvements, and prior to December 31, 2024, as long as Tenant is not in default of this Lease. b. If Tenant exercises the Option, the closing of such purchase shall occur on a date selected by Tenant not more than 90 days after Tenant has delivered the written notice exercising the Option. If Tenant has not delivered to the Town written notice of it exercise of the option by December 31, 2024, the Option shall terminate and be of no further force or effect. C. The purchase price to be paid by Tenant for the Property shall be the sum of 5 million. The Town shall, at closing, upon payment of the purchase price, convey the Property as is" to Tenant by special warranty deed, subject to the Deed Restriction and any subleases executed by Tenant pursuant to Section 19, but free and clear of all other liens, mortgages or encumbrance of any kind and nature other than recorded easements, matters arising by or as a 8 9/3/1014 Q: I USERSI VAIL I TIMBER RIDGE- NEWAGkGROUND LEASE- IO.DOCX 76 result of the action of Tenant during the term of the Lease and matters to which Tenant has consented in writing during the term of the Lease. d. The Town shall provide to Tenant, at least 30 days prior to the date of closing, a commitment for an owner's title insurance policy, in the amount of purchase price, from Chicago Title Insurance Company (or another title insurance company reasonably acceptable to Tenant), naming Tenant as the insured. The Town shall, at its expense, cause the title insurance company to issue the title insurance policy at closing. e. In the event Tenant exercises the Option, the Lease shall terminate at the closing of Tenant's purchase of the Property and all rent shall be prorated through such date, provided that the indemnification provisions of Section 15 shall survive termination of the Lease. 28. Miscellaneous. a. Modification. This Lease may only be modified by subsequent written agreement of the Parties. b. Integration. This Lease and any attached exhibits constitute the entire agreement between Tenant and the Town, superseding all prior oral or written communications. C. Binding Effect. This Lease 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 Lease 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 Lease 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 Lease. 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 Lease, and the Town shall never be liable or responsible for any debt or obligation of any participant in this Lease. h. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Lease, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101, et seq., as amended, or otherwise available to the Town or its officers, attorneys or employees. i. Time of the Essence. Time is of the essence for all provisions of this Lease. j. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, any financial obligations of the Town under this Lease are specifically contingent upon annual 9 9/3/2014 Q: VSERSI VAIL I TIAMER RIDGE- NEWIAGkGROUND LEASE -IO. DOCX 77 appropriation of funds sufficient to perform such obligations. This Lease shall never constitute a debt or obligation of the Town within any statutory or constitutional provision. WHEREFORE, the Parties have executed this Lease on the Effective Date. STATE OF ss. COUNTY OF ) TOWN OF VAIL, COLORADO C Stan emler, Town Manager TENANT LION'S RIDGE APARTMENT HOMES, LLC BY GORMAN ENOYEE COUP LION'S RIDGE, LLC alter / I BY GOKMA1 & C(IMPANY, INC., IMAIMI iVPM The foregoing instrument was subscribed, sworn to, and acknowledged before me this 3 0 day of September, 2014, by Gary J. Gorman, the President of Gorman & Company, Inc., the Manager of Gorman Employee Group Lion's Ridge, LLC, the Manager of Lion's Ridge Apartment Homes, LLC. My commission expires: 1 Z - 13- k S SEAL) (. 11 sAd i X. Notary Public 10 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEWIAGkGROUND LEASE- IO.DOCX 78 EXHIBIT A LEGAL DESCRIPTION Lot 2, Timber Ridge Subdivision, A Resubdivision of Lion's Ridge Subdivision, Block C, A Resubdivision of Lots 1, 2, 3, 4 & 5, Town of Vail, County of Eagle, State of Colorado 11 9/3/1014 Q: I USERSI VAIL I TIAMER RIDGE- NEWIAGRIGROUND LEASE- IO.DOCX 79 EXHIBIT B DEED RESTRICTION FOR THE OCCUPANCY OF RESTRICTED UNITS AT LION'S RIDGE APARTMENT HOMES THIS DEED RESTRICTION FOR THE OCCUPANCY OF RESTRICTED UNITS AT LION'S RIDGE APARTMENT HOMES (the "Deed Restriction ") is made and entered into this day of September, 2014 (the "Effective Date "), by and between the Town of Vail, a Colorado home rule municipality (the "Town "), and Lion's Ridge Apartment Homes, LLC, a Colorado limited liability company ( "Master Lessee ") (individually a "Party" and collectively the Parties "). WHEREAS, the Town is the owner of certain real property generally described as the eastern half of the Timber Ridge property and more particularly described in Exhibit 1 attached hereto and incorporated herein by this reference (the "Property "); WHEREAS, the Parties desire to allow for the redevelopment of the Property for employee housing; and WHEREAS, the Town, as landlord, and Master Lessee as tenant, have entered into a Ground Lease for the Property (the "Ground Lease "). NOW, THEREFORE, in consideration of the promises and covenants hereinafter set for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Defined Terms. For purposes of this Deed Restriction, the following terms shall have the following meanings: Principal place of residence" means the dwelling in which one's habitation is fixed and to which a person, whenever he or she is absent, has a present intention of returning after an absence therefrom. In determining what is a principal place of residence, the Town and Master Lessee may consider, without limitation: location of business pursuits; employment and income sources; residence for tax purposes; residence of parents, spouse and children, if any; location of personal property; motor vehicle registration; and voter registration. Qualified Household" means one Qualified Resident or a group of persons that contains at least one Qualified Resident (who must sign the Unit lease as a tenant). A Qualified Household may have occupants that are not Qualified Residents (and who may also sign the Unit lease as tenants) as long as at least one occupant who has signed the lease is a Qualified Resident. Qualified Resident" means a natural person 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. For example, if a person worked 60 hours per week for one half of the year at 12 9/3/2014 Q: I USERSI VAILITIAMER RIDGE- NEWIAGRIGROUND LEASE- IO.DOCX 80 such a business in Eagle County, Colorado, and worked elsewhere for the other half of the year, such person would constitute a Qualified Resident. Rental Guidelines" means the guidelines attached as Exhibit 2 hereto and incorporated herein by this reference. Restricted Unit" means a Unit that is rented to a Qualified Household pursuant to the terms of this Deed Restriction. Unit" means each of the residential dwelling units constructed on the Property. 2. Binding Effect. This Deed Restriction shall constitute a covenant running with the Property as a burden thereon, for the benefit of, and enforceable by the Town and the Master Lessee. This Deed Restriction shall bind the Master Lessee and all occupants of the Restricted Units. Each and every occupant of a Restricted Unit shall be personally obligated hereunder for the full and complete performance and observance of all covenants, conditions and restrictions contained herein that are applicable to such occupant during such occupant's respective period of occupancy of a Restricted Unit. Each and every conveyance of the Property or a portion thereof, or interest therein, for all purposes, shall be deemed to include and incorporate by this reference, the covenants contained in this Deed Restriction, even without reference to this Deed Restriction in any document of conveyance. 3. Occupancy. a. The Master Lessee covenants that at least 70% of the total Units in the Property shall be Restricted Units. The Parties acknowledge that the Restricted Units are not fixed and may float so long as at least 70% of the total Units are Restricted Units. For example, assume that the Property contains 100 Units. If 75 of the Units are rented to Qualified Households, and one of such Units becomes vacant, such Unit may thereafter be rented to occupants who are not a Qualified Household, because at least 70 of the Units remain occupied by Qualified Households. b. The Property may contain two additional common areas that shall not qualify as Units, one area to be used by property management personnel, maintenance personnel or security personnel, and one area to be used as a leasing or marketing office. Because such common areas are not considered Units under this Deed Restriction, they shall not be included in the calculation of Restricted Units; provided however, that if such common areas are ever converted into Units, they shall be included in the calculation of Restricted Units. C. A Qualified Resident must occupy the Restricted Unit as his or her principal place of residence. If other occupants of the Restricted Unit are not Qualified Residents, the Restricted Unit need not be their principal place of residence. d. At any time that the number of Restricted Units falls below 70% of the total Units, Master Lessee shall promptly take commercially reasonable efforts in accordance with applicable law and the Rental Guidelines to lease the next Units coming 13 9/3/1014 Q: I USERSI VAILI TIMBER RIDGE- NEWIAGMGROUND LEASE- IO.DOCX 81 available for rent to Qualified Households in accordance with this Deed Restriction and the Rental Guidelines, until at least 70% of the total Units are Restricted Units. 4. Unit Lease. No Unit shall be leased or occupied without a Unit lease. Each Unit shall have only one Unit lease at any one time. Each Restricted Unit lease shall include a clear reference to this Deed Restriction and a brief summary of this Deed Restriction, including the remedies upon a violation or breach of the terms of this Deed Restriction, and shall incorporate the terms and conditions of this Deed Restriction. 5. Right To Terminate Lease. Nothing herein shall prevent the Master Lessee from terminating the lease of a Qualified Household, or taking any other legal action against the Qualified Household based upon any tenant's breach of the terms of the lease; provided that if a tenant misrepresents his or her status as a Qualified Resident, Master Lessee shall terminate the Unit lease in addition to any other available remedies. 6. Inspection. In a non - emergency situation, if the Town or Master Lessee has reasonable cause to believe that an occupant of a Restricted Unit is violating any provision of this Deed Restriction, the Town or Master Lessee may inspect the Restricted Unit between the hours of 8:00 am and 5:00 pm, Monday through Friday, after providing the occupant with no less than 24 hours written notice, which notice to tenant may be given by posting on the front door of the applicable Restricted Unit. Nothing herein shall preclude the Town or Master Lessee from accessing a Restricted Unit in an emergency situation where there is an imminent threat to person(s) or property. 7. Annual Verification. No later than February I' of each year, beginning in the year following the first year of occupancy of the Property, Master Lessee shall submit a written statement to the Town including the following information and stating that such information is true and correct to the best of Master Lessee's knowledge and belief- a. Evidence to establish that 70% of the Units were Restricted Units (i.e., occupied by Qualified Households) during the prior calendar year; b. A list of tenants who occupied the Restricted Units in the prior calendar year and the evidence submitted by such tenants to establish that they were Qualified Residents and/or Qualified Households; C. A copy of the lease form currently used for the Restricted Units; and d. Copies (which may be electronic) of all application information submitted by Qualified Residents actually occupying Restricted Units; provided that such copies will only be provided for one Qualified Resident per Restricted Unit, even if more than one Qualified Resident occupies such Restricted Unit. 8. Violations. a. If Master Lessee discovers a violation of this Deed Restriction by an occupant, or if the Town notifies Master Lessee in writing that there is a violation of this Deed Restriction by an occupant, Master Lessee shall send a notice of violation to the 14 91312014 Q: I USERSI VAIL I TIMBER RIDGE- NEWIAGRIGROUND LEASE- IO.DOCX 82 occupant detailing the nature of the violation and allowing the occupant 10 days from the date of the notice to cure said violation to the reasonable satisfaction of Master Lessee and the Town. Notice may be given by posting on the front door of the applicable Unit or by other lawful means. If the violation is not cured within such time, the violation shall be considered a violation of this Deed Restriction by the Unit occupant. b. If the Town discovers a violation of this Deed Restriction by Master Lessee, the Town shall send a notice of the violation to Master Lessee, detailing the nature of the violation and allowing Master Lessee 30 days from the date the notice is given to cure said violation to the reasonable satisfaction of the Town. If a forcible entry and detainer is necessary to resolve the violation, the forcible entry and detainer shall be commenced within such 30 -day period and diligently prosecuted to completion. If the violation if not cured within such time, the violation shall be considered a violation of this Deed Restriction by Master Lessee. 9. Remedies. a. The Town and Master Lessee shall have any and all remedies provided by law and in equity for a violation of this Deed Restriction, including without limitation: i) damages, including but not limited to damages resulting from the leasing of a Restricted Unit in violation of this Deed Restriction; (ii) specific performance; and (iii) injunction, including without limitation an injunction requiring eviction of the occupant(s) and an injunction to prohibit the occupancy of a Restricted Unit in violation of this Deed Restriction. All remedies shall be cumulative. b. In addition to any other available remedies, if Master Lessee is found to be in violation this Deed Restriction (after expiration of any cure period), Master Lessee shall be subject to a penalty of $100 per violation as determined by the Town in each instance. Each occurrence is hereby deemed to be a separate violation of this Deed Restriction, and the penalty may be imposed for each and every day during any portion of which a violation is found to have been committed, continued or permitted by Master Lessee. This penalty shall not apply if it is discovered that an occupant provided false information to Master Lessee, Master Lessee reasonably relied on such false information, and the false information caused the violation. C. If addition to any other available remedies, if an occupant of a Restricted Unit is found to be in violation of this Deed Restriction (after expiration of any cure period), the occupant shall be subject to a penalty of $100 per violation as determined by the Town in each instance. Each occurrence is hereby deemed to be a separate violation of this Deed Restriction, and the penalty may be imposed for each and every day during any portion of which a violation is found to have been committed or continued by an occupant. d. The cost to the Town of any activity taken in response to any violation of this Deed Restriction by the Master Lessee, including reasonable attorney fees, shall be paid promptly by Master Lessee; provided that, if the Town or a court of competent 15 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEWUGRIGROUND LEASE- IO.DOCX 83 jurisdiction finds that Master Lessee was not in violation of this Deed Restriction, Master Lessee shall not be liable for such payment. 10. Term. This Deed Restriction shall commence on the Effective Date and shall run with the Property in perpetuity. 11. Modification. This Deed Restriction may only be modified by subsequent written agreement of the Parties. 12. Assi nment. Neither this Deed Restriction nor any of the rights or obligations of the Parties hereto shall be assigned by either Party without the written consent of the other. 13. Severability. If any provision of this Deed Restriction 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. 14. Governing Law and Venue. This Deed Restriction 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. 15. Third Parties. There are no intended third -party beneficiaries to this Deed Restriction. 16. No Joint Venture. Notwithstanding any provision hereof, the Town shall never be in a joint venture with the Master Lessee, and the Town shall never be liable or responsible for any debt or obligation of the Master Lessee. 17. No Indemnity. Nothing herein shall be construed to require the Town to protect or indemnify Master Lessee against any losses attributable to the rental of a Restricted Unit, nor to require the Town to locate a Qualified Resident for any Restricted Unit. 18. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Deed Restriction, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101, et seq., as amended, or otherwise available to the Town or its officers, attorneys or employees. IN WITNESS WHEREOF, the Parties have executed this Deed Restriction on the Effective Date. ATTEST: Patty McKenney, Town Clerk TOWN OF VAIL, COLORADO Stan Zemler, Town Manager 16 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEWIAGkGROUND LEASE- IO.DOCX 84 MASTER LESSEE LION'S RIDGE APARTMENT HOMES, LLC BY GORW RIDGE, Im STATE OF ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to, and acknowledged before me this day of September, 2014, by Gary J. Gorman, the President of Gorman & Company, Inc., the Manager of Gorman Employee Group Lion's Ridge, LLC, the Manager of Lion's Ridge Apartment Homes, LLC. My commission expires: 12I 1 j' 15 SEAL) v Notary Public 17 9/3/20/4 Q.• I USERSI VAIL I TIMBER RIDGE- NEWAGkGROUND LEASE- IO.DOCX 85 EXHIBIT 1 LEGAL DESCRIPTION Lot 2, Timber Ridge Subdivision, A Resubdivision of Lion's Ridge Subdivision, Block C, A Resubdivision of Lots 1, 2, 3, 4 & 5, Town of Vail, County of Eagle, State of Colorado 18 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEWIAGkGROUND LEASE- IO.DOCX 86 EXHIBIT 2 RENTAL GUIDELINES 1. Purpose. The purpose of these Rental Guidelines is to set forth the occupancy eligibility requirements for the employee housing rental units (the "Restricted Units ") located in Lion's Ridge Apartment Homes, pursuant to the Deed Restriction. 2. Definitions. All capitalized terms herein shall have the meanings set forth in the Deed Restriction. 3. Administration. In accordance with the Deed Restriction, Master Lessee shall administer these Rental Guidelines, including but not limited to, making determinations regarding the eligibility of applicants to rent and occupy a Restricted Unit as a Qualified Resident as set forth herein. Prior to leasing or renewing a lease for a Restricted Unit, the occupant must sign an individual acknowledgement of acceptance of the terms of these Rental Guidelines and the Deed Restriction. 4. Qualified Households and Residents. Except as otherwise provided herein or in the Deed Restriction, to be eligible for consideration to rent a Restricted Unit, the occupants must first be certified as a Qualified Household. Notwithstanding anything herein to the contrary, Master Lessee shall not be obligated to rent any Unit to a tenant that does not meet Master Lessee's rental guidelines, which rental guidelines shall be subject to review and approval by the Town, in its reasonable discretion. 5. Application. To become a Qualified Resident, a person must first provide the following information on an application to be provided by Master Lessee, and applications and all accompanying documentation shall become the property of the Master Lessee and will not be returned to the applicant: a. Verification (e.g., wage stubs, employer name, address, telephone number and other appropriate documentation as requested by Master Lessee) of applicant's current employment with a business in Eagle County that holds a valid and current business license, or pays sales taxes, or is otherwise generally recognized as a legitimate business; b. Evidence that the applicant has worked, or will work, an average of 30 hours per week or more per year for one or more of such businesses and that such level of employment is expected to be maintained for as long as the applicant lives in the Restricted Unit; C. A valid form of identification, such as a driver's license, state - issued identification, passport or military identification. d. Any other documentation which the Master Lessee deems necessary to make a determination of eligibility; and e. A signed statement certifying and acknowledging: that all information submitted in such application is true to applicant's best knowledge; that the applicant 19 9/3/2014 Q: I USERSI YAIDTIMBER RIDGE- NEWIAGRIGROUND LEASE- 10.DOCX 87 understands that he /she may not sublet the Restricted Unit; that the applicant authorizes Master Lessee to verify any and all past or present employment and residency information and all other information submitted by an applicant; and that applicant understands that, as set forth in the Deed Restriction, the Master Lessee reserves the right to review any applications and take any appropriate action regarding such application. 6. Lease Term. The Restricted Units shall be leased to Qualified Households, and may be renewed to Qualified Households, on a month -to -month basis or for periods no greater than 12 months in duration. 7. Interpretation. In evaluating a potential application to lease a Restricted Unit, the Master Lessee shall be guided by the following: a. An applicant's physical place of employment is controlling, not the mailing address of such place. b. Claims of employment by an applicant that are unable to be verified by Master Lessee will not be utilized in determining an applicant's eligibility. C. Seasonal work and part time work alone may not be adequate to meet the minimum 30 hours per week average annual requirement, but may augment other employment to meet the minimum eligibility requirements. 8. Leasing of Units to Non - Qualified Households. a. If at least 70% of the Units in the Property are Restricted Units, other Units may be freely leased by Master Lessee to occupants who are not Qualified Residents or Qualified Households. b. If there are no eligible Qualified Households available to rent a particular Unit, Master Lessee may rent such Unit to occupants other than a Qualified Household. However, at any time that the number of Restricted Units falls below 70% of the total Units, Master Lessee shall thereafter use commercially reasonable efforts to lease the next available Unit(s) to Qualified Households until the 70% threshold is again met. C. In no event may Master Lessee lease a Restricted Unit to a Qualified Resident who will not occupy the Restricted Unit as his or her principal place of residence, unless first expressly approved in writing by the Town after making findings that extraordinary circumstances and hardship exist to justify such arrangement. Such tenancy shall be on a month -to -month basis only. 9. Misrepresentation. Any misrepresentation by an applicant in any submittal shall disqualify such applicant from being eligible to lease a Restricted Unit, and shall be grounds for eviction if such misrepresentation is revealed after such applicant's occupancy. 10. Inspection of Documents. The Town may inspect any documents submitted with any application for Qualified Resident status pursuant to Section 5 hereof, at any time during normal business hours, upon reasonable notice. In addition, upon inspection, if the Town 20 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEWIAGRIGROUND LEASE- IO.DOCX 88 reasonably determines that additional documents are necessary to verify Qualified Resident or Qualified Household status, the Town may request additional documents. Notwithstanding the foregoing, Master Lessee shall not be required to retain any documents submitted by applicants who do not sign leases with Master Lessee; provided, however, that if the number of Restricted Units falls below 70% of the total Units, then Master Lessee shall retain documents submitted by applicants to verify its commercially reasonable efforts to lease the next Unit becoming available for rent to a Qualified Household in accordance with the requirements of the Deed Restriction and the Rental Guidelines, until at least 70% of the total Units are once again Restricted Units. 21 9/3/2014 Q: I USERSI VAIL I TIMBER RIDGE- NEWAGkGROUND LEASE- IO.DOCX 89 EXHIBIT C LEGAL DESCRIPTION OF ADJACENT PROPERTY Lot 1, Timber Ridge Subdivision, A Resubdivision of Lion's Ridge Subdivision, Block C, A Resubdivision of Lots 1, 2, 3, 4 & 5, Town of Vail, County of Eagle, State of Colorado 22 9/3/1014 Q: I USERSI VAIL I TIAMER RIDGE- NEWIAGRIGROUND LEASE- IO.DOCX 90