HomeMy WebLinkAbout2025-02-04 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 (6:10pm)
4.Consent Agenda (6:10pm)
4.1 January 7, 2025 TC Meeting Minutes
4.2 January 21, 2025 TC Meeting Minutes
4.3 Resolution No. 8, Series of 2025, A Resolution Approving
an Underground Easement Right-of-Way Agreement with
Holy Cross Energy
Approve, approve with amendments, or deny Resolution No. 8,
Series of 2025.
Background: The purpose for the new easement is to allow for
the construction of the shotcrete retaining walls utilizing soil
nails that encroach upon the existing Holy Cross Feeder
easement on the western edge of the West Middle Creek site.
4.4 Resolution No. 9, Series of 2025, A Resolution Approving
the Termination and Release of Restrictive Covenant for
the Property known as 363 Beaver Dam Circle, Vail, CO
VAIL TOWN COUNCIL MEETING
Evening Session Agenda
Vail Town Council Chambers and virtually by Zoom.
Zoom meeting link: https://vail.zoom.us/webinar/register/WN_ONZCsv0eTbuI5T52PfGxWw
6:00 PM, February 4, 2025
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 attendees to express opinions or ask questions regarding
town services, policies or other matters of community concern that are not on the agenda. Please 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
010725 TC Meeting Minutes
012125 TC Meeting Minutes
2.4.25 WMC Holy Cross Easement Memo
Resolution No 8, Holy Cross Easement
2.4.25 Holy Cross Easement 25-25195 UGE
1
81657
Approve, approved with amendments, or deny Resolution No.
9, Series of 2025.
Background: The applicant, A2Z Holdings LLC, located at 363
Beaver Dam Circle, Vail, CO is requesting approval of an EHU
exchange application consistent with the provisions of Section
12-13-5, Employee Housing Deed Restriction Exchange
Program of the Vail Town Code.
4.5 Resolution 10, Series of 2025, A Resolution Approving a
State of Colorado Subaward Agreement between the Town
of Vail and the Colorado Department of Transportation to
Receive Funding for Capital, Planning, and Operating
Assistance to Support Public Transportation
Approve, approve with amendments, or deny Resolution No.
10, Series of 2025.
Background: The purpose of this Agreement is to provide
capital, planning, and operating assistance to states to support
public transportation in rural areas with populations less than
50,000,where many residents often rely on public transit to
reach their destinations.
4.6 Contract Award to Drop Mobility for the Shift Bike
Regional Electric Bike Share Program
Authorize the Town Manager to enter into an agreement, in a
form approved by the Town Attorney, with Drop Mobility for
Shift Bike Regional Electric Bike Share Program in an amount
not to exceed $$156,000.
Background: Shift Bike is launching the fourth year of the
regional electric bike share program in collaboration with Town
of Avon, Eagle-Vail Metro District, and Eagle County
Government.
4.7 Contract Award to Economic Planning Systems Inc. for
Residential Linkage Fee Nexus Study
Authorize the Town Manager to enter into an agreement, in a
form approved by the Town Attorney, with Economic Planning
Systems Inc. for Residential Linkage Fee Nexus Study, in an
amount not to exceed $58,450.00.
Background: Requesting Town Council's approval to execute
an agreement with Economic Planning Systems Inc. (EPS) in
conjunction with RRC Associates to work with the Town on a
Residential Linkage Fee Nexus Study.
4.8 Contract Award to J.R. Harris & Company for Parking
Structure High-Priority Projects Design
Authorize the Town Manager to enter into an agreement, in a
363 Beaver Dam Circle EHU Exchange 02042025
Resolution 9 __ 2025 363 Beaver Dam Circle Deed Restriction Release Resolution
Resolution 10 2025 CDOT Subaward Agreement
Envelope_Created_Town_of_Vail__5311_Operating
E-Bike Share Contract Memo 020425 final
Memo EPS Contract 02-04-2025
2
form approved by the Town Attorney, with J.R. Harris &
Company for parking structure high-priority projects design in
an amount not to exceed $98,000.00.
Background: The Vail parking structures have been assessed
by J.R. Harris & Company and the town will need engineered
designs to construct high-priority repairs.
5.Public Hearings (6:10pm)
5.1 Ordinance No. 24, Series of 2024, Second Reading, An
Ordinance Amending Chapter 4-14 of the Vail Town Code
to Establish Regulatory Fees for Short-Term Rentals
(6:10pm)
90 min.
Approve, approve with amendments, or deny Ordinance No.
24, Series of 2024 upon second reading.
Presenter(s): Carlie Smith, Finance Director
Background: Earlier this year, Council requested an update on
short-term rentals and asked staff to review the Town's STR
regulations. This is a proposed ordinance to establish impact
fees for short-term rentals.
6.Action Items (7:40pm)
6.1 Ordinance No. 1, Series of 2025, First Reading, An
Ordinance Authorizing the Creation of the Vail Home
Partners Corporation Pursuant to the Colorado Revised
Nonprofit Corporation Act; Authorizing the Corporation to
Incur Financial Obligations to Finance the Acquisition and
Construction of a Multifamily Rental Housing
Development; Authorizing the Transfer of Certain Property
to the Corporation by Quit Claim Deed; Ratifying Action
Previously Taken and Appertaining Thereto; and
Repealing all Ordinances in Conflict Herewith (7:40pm)
15 min.
Approve, approve with amendments, or deny Ordinance No. 1,
Series of 2025 upon first reading.
Presenter(s): Jason Dietz, Housing Director and Carlie Smith,
Finance Director
Background: Update Council on the West Middle Creek Village
Apartments Development and approve the formation of the
Non-Profit Corporation.
Council Memo 2-4-25 JRHARRIS
250121 STR Fee Ordinance 24 2024 Memo 2nd
213137- STR Fee Technical Memo 5-12-22
STR_Fee-O011625
012125 STR 2nd reading powerpoint
02042025 STR Excise Tax
STR Public Comment
250204 WMC Formation Memo
Financing Update- Current Rates (1.24.2025)
Ordinance 1 Series 2025 Authorizing the Creation of the Corp
Loan Agreement (FOR FILING)
Bylaws-Vail Housing Partners (FOR FILING)
3
7.Adjournment (7:55pm)
Quit Claim Deed (FOR FILING)
Promissory Note (FOR FILING)
Articles of Incorporation (FOR FILING)
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 970-479-2460 for additional information. Sign language interpretation is available upon
request with 48 hour notification dial 711.
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AGENDA ITEM NO. 2.1
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Steph Johnson, 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
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From:Kiwi Hilliard
To:PublicInputTownCouncil
Subject:Gore Creek Park
Date:Tuesday, February 4, 2025 2:03:10 PM
The redo of the Park is unnecessary. My children and grandchildren grew up playing there as it is. We don’t need a
beach or hardscape there leave it alone! Thank you! Kiwi Hilliard
2049 Sunburst Drive
Vail, Co 81657
20
From:Pati Marsh
To:PublicInputTownCouncil
Subject:Gore Creek Promenade Proposed changes
Date:Tuesday, February 4, 2025 1:31:49 PM
I'm writing to urge you to protect the Gore Creek by NOT going forward with the proposed
recreational enhancements to the Gore Creek Promenade Park. Reductions in permeable
surface area is a recipe for more pollution in our fragile creek.
Pati Marsh
Booth Falls Rd
Vail
21
From:mike Halpert
To:PublicInputTownCouncil
Subject:Gore Creek
Date:Tuesday, February 4, 2025 2:17:15 PM
Please do not concrete ANYTHING -It is clearly against what the town stands for in decent
activity. Mike Halpert 1054 Homestake
Vail Co 970 476 5301
--
ceo-philhide
970 476 5952 Primary
215 790 1717 O
215 272 9470 C
mikehalpert79@gmail.com
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AGENDA ITEM NO. 4.1
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:January 7, 2025 TC Meeting Minutes
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
010725 TC Meeting Minutes
23
Town Council Meeting Minutes of January 7, 2025. Page 1
Vail Town Council Meeting Minutes
Tuesday, January 7, 2025
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.
Members present: Travis Coggin, Mayor
Barry Davis, Mayor Pro Tem
Pete Seibert
Jonathan Staufer
Dave Chapin
Reid Phillips
Members virtual: Samantha Biszantz
Staff members present: Russell Forrest, Town Manager
Kathleen Halloran, Deputy Town Manager
Stephanie Kauffman (Bibbens), Town Clerk
Staff members virtual: Matt Mire, Town Attorney
1. Call to Order
2. Public Participation
Public Participation began at time stamp 0:00:18 on the High Five video.
Tim McMahon, Town of Avon resident, reiterated his request for a police presence at the Vail
Transportation Center, asked for a smoking area outside of Dobson Ice Arena as part of the
upcoming remodel, and asked if the town would consider writing a letter to Vail Resorts.
Jonathan Levine, Vail Black Car, thanked town staff for taking time to meet with him, questioned
the constitutionality of the process of adoption for the town’s updated transportation ordinance
and expressed concerns which included the cost and operational challenges.
Jay Jamison, president of Village Center Condo Association, addressed the Gore Creek
Promenade renewal project and expressed his concerns with the proposed “beach area” design
and size and the potential removal of trees.
Amy Vincent, resident at Village Center Condos, expressed her concerns with the potential
removal of several trees as part of the Gore Creek Promenade renewal project and explained
she had concerns with the scope of the entire plan.
24
Town Council Meeting Minutes of January 7, 2025. Page 2
Douglas Smith, Vail resident, thanked the town for all the hard work during the holidays and
asked about the status of bollards in pedestrian areas in Vail.
Rob Prechtl, community member, thanked the council for passing the short term rental
ordinance on first reading and wanted to ensure town decisions continue to support housing
opportunities for locals.
3. Any action as a result of Executive Session.
There was none.
4. Consent Agenda
Consent agenda began at time stamp 0:17:05 on the High Five video.
4.1 December 3, 2024 TC Meeting Minutes
4.2 December 17, 2024 TC Meeting Minutes
4.3 Resolution No. 1, Series of 2025, A Resolution Adopting the Town's Website as the
Town's Posting Location
Approve, approve with amendments, or deny Resolution No. 1, Series of 2025.
Background: C.R.S. Section 24-6-402(2)(III), a local public body shall deemed to have given full
and timely notice, with specific agenda information if available, no less than twenty-four hours
prior to holding of the meeting on a public website of the local body. The notice must be
accessible at no charge to the public, and the local body, shall, to the extent feasible, make the
notices searchable by type of meeting, date of meeting, time of meeting, agenda contents and
any other category deemed appropriate by the local public body.
4.4 Resolution No. 2, Series of 2025, A Resolution Approving a First Amendment to Lease
between the Town of Vail and the Children's Garden of Learning
Approve, approve with amendments, or deny Resolution No. 2, Series of 2025.
4.5 Contract Award to Hallmark Inc for the Ford Park Retractable Bollard Project
Authorize the Town Manager to enter into an agreement, in a form approved by the Town
Attorney, with Hallmark Inc. for the Ford Park Retractable Bollard Project, in an amount, not to
exceed $300,000.00.
Background: The Town has budgeted to install two retractable bollards at the entrance to East
Betty Ford Way in Ford Park to better control vehicles from entering Ford Park.
Davis made a motion to approve the consent agenda except for item 4.5 and asked the item to
come back at the January 21, meeting as a work session; Staufer seconded; motion passed (7-
0).
5. Matters from Mayor, Council, Town Manager and Committee Reports
25
Town Council Meeting Minutes of January 7, 2025. Page 3
Matters from Mayor, Council, Town Manager and Committees began at timestamp 00:19:15 on
the High Five video.
There being no further business to come before the council, Staufer made a motion to
adjourn the meeting; Davis seconded; meeting adjourned at 6:33pm.
Respectfully Submitted,
Attest: __________________________________
Travis Coggin, Mayor
______________________________
Stephanie Kauffman, Town Clerk
26
AGENDA ITEM NO. 4.2
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Stephanie Bibbens, Town Manager
ITEM TYPE:Consent Agenda
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:January 21, 2025 TC Meeting Minutes
SUGGESTED ACTION:
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
012125 TC Meeting Minutes
27
Town Council Meeting Minutes of January 21, 2025. Page 1
Vail Town Council Meeting Minutes
Tuesday, January 21, 2025
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.
Members present: Travis Coggin, Mayor
Barry Davis, Mayor Pro Tem
Pete Seibert
Dave Chapin
Reid Phillips
Samantha Biszantz
Members virtually: Jonathan Staufer
Staff members present: Russell Forrest, Town Manager
Kathleen Halloran, Deputy Town Manager
Matt Mire, Town Attorney
Stephanie Kauffman (Bibbens), Town Clerk
Steph Johnson, Executive Coordinator
1. Call to Order
2. Public Participation
Public Participation began at time stamp 0:00:15 on the High Five video.
Amy Vincent, a resident at Village Center Condos, informed Council she was now a member of
the organization “Protect the Park” and urged Council to listen to the community as it moved
forward with the Gore Creek Promenade, especially as it pertained to the priceless evergreen
trees.
Tim McMahon, resident of Avon, reiterated a request regarding a police or other security
presence at the Vail Transportation Center and informed Council the flags should remain at half-
staff in honor of President Jimmy Carter through January 28th.
Jonathan Levine, of Vail Black Car, requested Council use Tesla brand EV charging and voiced
concerns with the transportation ordinance, specifically he felt it was being implemented with no
guidance and had concerns with the $200 fee.
Jay Jamison, the President of the Village Center Condo Association, also spoke on the Gore
Creek Promenade as a homeowner, stated he appreciates the desire to help improve the park
28
Town Council Meeting Minutes of January 21, 2025. Page 2
to keep it world class, but was concerned about losing the park’s iconic character and requested
to save the trees and not pave over most of the grass.
Douglas Smith, a Vail resident, spoke on the topic of EV Chargers and wanted to make sure
Council realized when more cars are plugged into chargers, the speed of charging slows, and
that town vehicles are often overstayers. He also thanked Mayor Coggin and urged Council to
push the state to enforce chain laws.
Mark Gordon, a Vail resident, asked for a total cost and accountings for the Booth Heights
parcel, including the fundraising efforts by the Town.
Jesse Pacheco, a driver for Black Car and Uber, asked Council to reconsider the $250
registration fee and felt local drivers who play by the rules were being punished as opposed to
Denver drivers.
Shawna Mulligan, a Vail resident, spoke on the Gore Creek Promenade and asked if adding a
beach amenity was sustainable, and if the ability for more people to enjoy the riverfront was
given, who would manage if there was an accident or issue.
Laura Malehorn, a Vail resident, spoke on the Gore Creek Promenade and echoed previous
comments, in addition to wondering if a traffic flow study was conducted at the park.
Michael Villanueva, a Vail resident, spoke on the Gore Creek Promenade and requested
Council to save the evergreen trees.
3. Any action as a result of Executive Session.
There was none.
4. Consent Agenda
Consent agenda began at time stamp 0:20:52 on the High Five video.
4.1 Resolution No. 5, Series of 2025, A Resolution Approving an Intergovernmental
Agreement between the Town of Vail ("The Town") and US Department of Justice Bureau
of Alcohol, Tobacco, Firearms and Explosives (The "ATF")
Approve, approve with amendments, or deny Resolution No. 5, Series of 2025.
Background: The Vail Police Department is requesting the Town Council permit the Town
Manager to enter into an Intergovernmental Agreement with the ATF to receive a
bomb/accelerant trained canine.
4.2 Resolution No. 6, Series of 2025, A Resolution Approving a Memorandum of
Understanding for the Use of Genasys Evac/Protect in Eagle County
Approve, approve with amendments, or deny Resolution No. 6, Series of 2025.
29
Town Council Meeting Minutes of January 21, 2025. Page 3
Background: This Memorandum of Understanding ensures all fire, EMS, and law enforcement
agencies in Eagle County will support the training and use of this software to plan, execute, and
communicate emergency evacuations in Eagle County.
4.3 Resolution No. 7, Series of 2025, A Resolution Approving an Amended Operating Plan
and Budget of the Vail Local Marketing District, for its Fiscal Year January 1, 2025
through December 31, 2025
Approve, approve with amendments, or deny Resolution No. 7, Series of 2025.
Background: This purpose of this resolution is for the Town Council to approve, approve with
amendments, or deny the amended operating plan of the Vail Local Marketing District (the
“VLMD”), in accordance with C.R.S. §29-25-110.
4.4 Contract Award to Emergent Execs for Leadership Development Program
Authorize the Town Manager to enter an agreement, in a form approved by the Town Attorney,
with Emergent Execs for a Leadership Development Program, not to exceed $138,500.
Background: In Spring 2024, the Town Council established a strategic goal to support access
to leadership development training for Vail's workforce.
4.5 Contract Award to Hallmark Inc for the Ford Park Retractable Bollard Project
Authorize the Town Manager to enter into an agreement, in a form approved by the Town
Attorney, with Hallmark Inc. for the Ford Park Retractable Bollard Project, in an amount, not to
exceed $300,000.00.
Background: The Town has budgeted to install two retractable bollards at the entrance to East
Betty Ford Way in Ford Park to better control vehicles from entering Ford Park.
Davis made a motion to approve the consent agenda as read; Seibert seconded; motion passed
(7-0).
5. Public Hearings
Discussion for Ordinance 24, Series of 2024, Second Reading, began at time stamp 00:21:21
on the High Five video.
5.1 Ordinance No. 24, Series of 2024, Second Reading, An Ordinance Amending Chapter
4-14 of the Vail Town Code to Establish Regulatory Fees for Short-Term Rentals
Presenter(s): Carlie Smith, Finance Director
Approve, approve with amendments, or deny Ordinance No. 24, Series of 2024 upon second
reading.
30
Town Council Meeting Minutes of January 21, 2025. Page 4
Background: Earlier this year, Council requested an update on short-term rentals and asked
staff to review the Town's STR regulations. This is a proposed ordinance to establish impact
fees for short-term rentals.
Public comment was called. Public comment ended at timestamp 00:38:06 on the High Five
Video.
Davis made a motion to table the second reading of Ordinance No. 24, Series of 2024 and
continue the Public Hearing to February 4, 2025; Chapin seconded; motion passed (5-2,
Biszantz, Phillips opposed).
Discussion for Resolution No. 3, Series of 2025 began at time stamp 0:38:40 on the High Five
video.
5.2 Resolution No. 3, 2025, A Resolution of the Vail Town Council Approving an
Amendment to the Lionshead Redevelopment Master Plan to Accommodate Future
Development on the Evergreen Lodge at Vail Development Site
Presenter: Jamie Leaman-Miller, Planner II
Approve, approve with amendments, or deny the amendment to the Lionshead Redevelopment
Master Plan.
Background: An amendment to the Lionshead Redevelopment Plan to amend Section 5.19.
The amendment addresses the Evergreen site and Lot 10.
Public comment was called. Public comment ended at 00:55:19 on the High Five video.
Chapin made a motion to approve the resolution; Phillips seconded; motion passed (6-1,
Staufer opposed).
6. Action Items
Discussion for Ordinance 24, Series of 2024 began at time stamp 1:00:51 on the High Five
video.
6.1 Resolution No. 4, Series of 2025, A Resolution Approving A Town of Vail Timber
Ridge Village Employee Housing Unit Deed Restricted Credit Program
Presenter(s): Jason Dietz, Housing Director and George Ruther, Ruther Associates LLC
Approve, approve with amendments, or deny Resolution No. 4, Series of 2025.
Background: The purpose of this agenda item is to present an EHU deed restriction credit
program to the Vail Town Council allowing home buyers at the new Timber Ridge Village to
purchase an EHU deed restriction credit upon purchase of the homes.
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Town Council Meeting Minutes of January 21, 2025. Page 5
Public comment was called. Public commend ended at 01:39:31 on the High Five video.
Phillips made a motion to approve the resolution; Seibert seconded; motion passed (5-1,
Biszantz opposed, Coggin absent).
There being no further business to come before the council, Davis adjourned the
meeting at 7:45pm.
Respectfully Submitted,
Attest: __________________________________
Travis Coggin, Mayor
______________________________
Stephanie Kauffman, Town Clerk
32
AGENDA ITEM NO. 4.3
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Missy Johnson, Housing
ITEM TYPE:Resolution
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Resolution No. 8, Series of 2025, A Resolution Approving an
Underground Easement Right-of-Way Agreement with Holy
Cross Energy
SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 8, Series
of 2025.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
2.4.25 WMC Holy Cross Easement Memo
Resolution No 8, Holy Cross Easement
2.4.25 Holy Cross Easement 25-25195 UGE
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To: Vail Town Council
From: Jason Dietz, Housing Director
Date: February 4, 2025
Subject: Holy Cross Energy Easement Modification for West Middle Creek
1. BACKGROUND
The purpose for the new easement is to allow for the construction of the shotcrete retaining
walls utilizing soil nails, that encroach upon the existing Holy Cross Feeder easement on the
Western edge of the West Middle Creek site. Staff worked with Holy Cross Energy and reduced
the easement and modified the soil nail alignment so that they would not be in conflict. The Holy
Cross feeder does not utilize their entire easement and Holy Cross Energy has presented the
new proposed easement alignment for the Town to execute.
Once the new easement is filed with the county Holy Cross Energy can vacate the existing
easement, Reception No. 848188.
.
2. ACTION REQUESTED OF COUNCIL
Approve Resolution 9, to authorize the Mayor to execute the proposed Holy Cress Energy
Underground Easement and Right-of-Way Agreement.
34
RESOLUTION NO. 8
Series of 2025
A RESOLUTION APPROVING AN UNDERGROUND EASEMENT RIGHT-OF-WAY
AGREEMENT WITH HOLY CROSS ENERGY
WHEREAS, the Town wishes to grant Holy Cross Energy an underground right-
of-way easement pursuant to the terms set forth in Exhibit A, attached hereto and
incorporated herein by this reference (the "Easement").
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the Easement in substantially the
same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney.
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 4th day of February 2025.
Travis Coggin,Mayor
ATTEST:
Stephanie Kauffman, Town Clerk
35
W/O # 25-25195:52-31.5265:Vail – West Middle Creek 1/10/25 TF Page 1 of 2 Revised 032124
HOLY CROSS ENERGY
UNDERGROUND EASEMENT AND RIGHT-OF-WAY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
Town of Vail, a Municipal corporation
(hereinafter called "Grantor" whether singular, plural or an entity), for good and valuable consideration, the receipt whereof
is hereby acknowledged, does hereby grant to Holy Cross Energy, a Colorado cooperative association, whose post office
address is P. O. Box 2150, Glenwood Springs, Colorado (hereinafter called "Grantee") and to its successors and assigns, an
easement and the right of ingress and egress (“Easement”) across all lands of Grantor “Land,” situate in the County of
Eagle, State of Colorado, described as follows:
Lot 4 MIDDLE CREEK SUBDIVISION A RESUBDIVISION OF TRACT A, according to the SECOND
AMENDED FINAL PLAT thereof, located in Section 06, Township 05 South, Range 80 West of
the 6th P.M., as more fully described at Reception Number 202403759 in the records of the
Eagle County Clerk and Recorder’s Office, Eagle, Colorado.
The grant of the Easement includes, without limitation, the right to: construct, reconstruct, repair, change, enlarge, re-
phase, increase voltage, change design, operate, and maintain an underground electric transmission or distribution line or
lines, or both, with the underground vaults, conduits, fixtures, and equipment used or useable in connection therewith,
together with associated equipment required above ground. The rights herein granted specifically allow Grantee to install
additional underground and surface pad-mounted facilities within the Easement area described herein. The grant of the
Easement includes without limitation any communications facilities, fiber optic facilities, wireless transmitters, receivers,
phone line carrier equipment and other communication equipment of any kind whether owned by Grantee or others, within
the above mentioned Land, upon an Easement area described as follows:
An easement on the above described property more particularly described on Exhibit A attached hereto and made a part of
hereof by reference.
It shall be the Grantor’s responsibility to ensure that above ground facilities including without limitation: splice vaults,
switchgear vaults, and transformer vaults installed hereunder on the Land are always accessible by Grantee’s boom trucks
and other necessary equipment and personnel. The use of access by Grantee shall not require removal or alteration of any
improvements, landscaping, or other obstructions. The ground surface grade shall not be altered within ten feet of any
splice, switchgear, and transformer vaults, nor along the power line route between the vaults. The ground surface grade at
said transformer and switchgear vaults shall be six inches below the top of the pad. The ground surface grade at said
splice vaults shall be even with the top of the pad. The manhole opening of said splice vaults shall be uncovered
(excluding snow) and always accessible. Improvements, landscaping, or any other objects placed in the vicinity of said
transformers and switchgear shall be located so as not to hinder complete opening of the equipment doors. The ground
surface within ten feet of said transformer and switchgear doors shall be flat, level, and free of improvements,
landscaping, and other obstructions. Improvements, landscaping, and other objects will be kept a minimum of four feet
from non-opening sides and backs of said transformers and switchgear. Grantor hereby agrees to maintain the
requirements of this Easement and further agrees to correct any violations which may occur as soon as notified by Grantee.
Said corrections will be made at the sole cost and expense of Grantor.
The grant of the Easement includes the right to remove all trees, brush, vegetation, improvements, and obstructions within
said Easement area and the right to pile spoils outside said Easement area whether during construction and maintenance
or otherwise, when such is reasonably necessary for the implementation and use of the rights herein granted. In areas
where vegetation is disturbed using the Easement, the ground surface shall be seeded once using a standard native mix by
Grantee. Grantor agrees that landscaping, vegetation, or other improvements added on said Easement area after the date
of this Easement will be a violation of this agreement, and Grantee will not be responsible for damage to said additional
landscaping, vegetation, or improvements caused by exercise of Grantor’s rights granted by this Easement.
Grantor agrees that all facilities installed by Grantee on the easement area shall remain the property of Grantee and shall
be removable at the option of Grantee.
Grantor covenants that Grantor is the owner of the above-described Land and that the Land is free and clear of
encumbrances and liens of whatsoever character, except those held by the following: All those of Record as of the date of
this easement. Grantor shall eliminate the encumbrances or liens on the Easement upon demand of Grantee.
TO HAVE AND TO HOLD, this Easement and right-of-way, together with all and singular, the actual and implied rights and
privileges appertaining thereto, unto Grantee, its successors and assigns, forever.
36
W/O # 25-25195:52-31.5265:Vail – West Middle Creek 1/10/25 TF Page 2 of 2 Revised 032124
IN WITNESS WHEREOF, Grantor has caused this Easement agreement to be duly executed on this ____ day of ,
20 .
The individual(s)signing this Holy Cross Energy Underground Right-of-Way Easement hereby represent that the undersigned
have full power and authority to sign, execute, and deliver this instrument.
Town of Vail, a Municipal corporation
By:
Mayor
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
20 , by as Mayor of the Town of Vail, a Municipal corporation.
WITNESS my hand and official seal.
My commission expires:
Notary Public
Address:
37
∆
∆
38
39
AGENDA ITEM NO. 4.4
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Martha Anderson, Housing
ITEM TYPE:Resolution
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Resolution No. 9, Series of 2025, A Resolution Approving the
Termination and Release of Restrictive Covenant for the Property
known as 363 Beaver Dam Circle, Vail, CO 81657
SUGGESTED ACTION:Approve, approved with amendments, or deny Resolution No. 9,
Series of 2025.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
363 Beaver Dam Circle EHU Exchange 02042025
Resolution 9 __ 2025 363 Beaver Dam Circle Deed Restriction Release Resolution
40
____________________________________
RUTHER ASSOCIATES LLC
P.O. Box 6516, Vail, CO. 81658
(970) 376-2675
george@rutherassociates.com
I.Description of the Request
The applicant, A2Z Holdings, LLC, the ownership entity of the residential property located at
363 Beaver Dam Circle, Vail, CO, is requesting approval of an EHU exchange application,
consistent with the provisions of Section 12-13-5, Employee Housing Unit Deed Restriction
Exchange Program, of the Vail Town Code. The applicant is requesting the release of the
recorded deed restriction, dated December 27, 2002, on an existing 459 square foot Type II
EHU in exchange for a fee in lieu payment of $275,400 to the Town of Vail.
II.Background
A Type II EHU deed restriction was executed and recorded between the Town of Vail and
the applicant on December 27, 2002. The deed-restricted dwelling unit is a studio, one
bathroom home located within the residence located at 363 Beaver Dam Circle. According
to the recorded deed restriction, the dwelling unit is 459 square feet in size and shall be
leased to and occupied by tenants who are full-time employees who work in Eagle County.
Exchanges of recorded deed restrictions are permitted subject to the terms and provisions of
Section 12-13-5, Employee Housing Unit Deed Restriction Exchange Program, of the Vail
Town Code. According to the Vail Town Code,
“The exchange program allows the Town Council to release a deed restriction from
an existing employee housing unit in exchange for the placement of an employee
housing deed restriction on another dwelling unit and/or a fee in lieu payment made
to the Town of Vail.”
Historically, the Town of Vail and Vail Local Housing Authority have successfully relied upon
this program of the Vail Town Code to advance the Town’s housing policies and adopted
housing goal of the Vail community to better ensure the occupancy of deed-restricted homes
for Vail residents. Created in 2008, the exchange program has resulted in dozens of net
new, deed-restricted homes within the Vail community.
According to Section 12-13-5, (C), of the Vail Town Code, the existing EHU is located within
the mapped area of the Commercial Job Core. Further, the Town Code states,
“if the exchange EHU is within the commercial job core and the proposed EHU(s) is
outside of the commercial job core, the gross residential floor area (GRFA) of the
proposed EHU(s) shall be a minimum of three times the gross residential floor area
(GRFA) of the exchange EHU.”
41
____________________________________
As such, per Section 12-13-5(c) of the Vail Town Code, a proposed exchange needs to
accommodate at least 1,377 square feet (459 sq. ft. @ 3x exchange rate multiplier) of net new,
deed-restricted, gross residential floor area (GRFA).
On January 5, 2025, the applicant received a conditional approval of a design review
application (DRB24-0488) authorizing the “addition” of 459 square feet to the existing home at
363 Beaver Dam Circle. The approval is conditioned upon the approval of an EHU exchange
application and the subsequent removal of any kitchen facilities within the existing deed-
restricted area of the home.
III.EHU Exchange Proposal
The applicant is proposing to provide the Town of Vail a fee in lieu payment in the exchange
for the release of the deed restriction recorded at the property located 363 Beaver Dam Circle.
The applicant is offering to grant the Town of Vail $275,400 to facilitate the Town’s acquisition
of at least 1,377 square feet of GRFA, or $200 per square foot and secure a new “performing”
deed restriction(s). The $275,400 would be paid to the Town of Vail upon the recording of a
mutually executed release of deed restriction with Eagle County Clerk & Recorder’s office.
This amount is equal to 20% of the fair market value (FMV) of free-market residential square
footage at a market value of $1,000 per square foot. Based upon the Town’s five most recent
home purchases for deed restriction purposes, the average FMV per square foot was $884.26
($200/sq.ft. equals 23% of ave. FMV). Historically speaking, through the Vail InDEED Deed
Restriction Purchase Program, the Vail Local Housing Authority and the Vail Town Council
have successfully acquired deed restrictions for 18% - 20% of FMV of the home. With this in
mind, the grant of $275,400 more than adequately allows the Town to acquire at least 1,377
square feet of new deed-restricted GRFA.
IV.Recommendation
The applicant has demonstrated compliance with the applicable provisions of the Vail Town
Council. To that end, the applicant recommends that the Vail Local Housing Authority and
the Vail Town Council approve the EHU exchange application, as presented. In doing so,
the applicant has demonstrated the following:
that the proposed EHU exchange furthers the Town’s adopted housing goal and aligns
with the Town’s adopted housing policy statements,
that the grant of $275,400 in payment in lieu funds adequately affords the Vail Local
Housing Authority and Vail Town Council the opportunity to acquire at least 1,377 square
feet of net new deed-restricted homes,
that the EHU exchange application complies with the provisions of Section 12-13-5 of the
Vail Town Code as demonstrated in the EHU exchange application on file with the Town
of Vail, and
42
____________________________________
that the EHU exchange program is an effective tool to increase the supply of new deed
restrictions within the Vail community in partnership with private sector partners, which in
this case is at a 3 times multiplier.
Further, on January 28, 2025, the Vail Local Housing Authority held a public meeting on the
proposed EHU exchange application. Upon review of the application materials, the Authority
members were unanimous in forwarding a recommendation of approval to the Vail Town
Council of the application, as presented. In doing so, the Authority members acknowledged
the justification for the proposed payment in lieu fee amount, reaffirmed the added value
gained by the Town given the 3x multiplier applied and encouraged the Town Housing
Department to pursue similar opportunities when possible. The Authority members
recommended that the payment in lieu fee be deposited in the Town Housing Fund and used
to increase the supply of deed restrictions in the Town of Vail.
43
RESOLUTION NO. 9
Series of 2025
A RESOLUTION APPROVING THE TERMINATION AND RELEASE OF A RESTRICTIVE
COVENANT FOR THE PROPERTY KNOWN AS 363 BEAVER DAM CIRCLE, VAIL,
COLORAOD 81657
WHEREAS, Owner is the owner of real property described as 363 Beaver Dam Circle,
Vail, Colorado 81657 (the "Property");
WHEREAS, the Property is encumbered by a Type II Employee Housing Unit (“EHU”)
Restrictive Covenant dated December 27, 2002, which was recorded against the Property in
the records of the Clerk and Recorder of Eagle County, Colorado at Reception No. 818508(the
"Restrictive Covenant");
WHEREAS, the Restrictive Covenant runs with the Property, but the Town is the sole
beneficiary of the Restrictive Covenant, and as such, the Town is authorized to terminate and
release the Restrictive Covenant; and
WHEREAS, the Town desires to terminate and release the Restrictive Covenant if the
below conditions are met.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the termination and release of the
Restrictive Covenant, and authorizes the Town Manager to execute and record a
termination and release of the Restrictive Covenant upon the satisfaction of the
following conditions:
1.The Town’s receipt of the Fee in Lieu payment, pursuant to Section 12-13-5 of
the Vail Town Code ($275,400); and
2.The completed removal of the kitchen facilities from within the existing EHU.
Section 2. This Resolution shall take effect immediately upon is passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Vail held this 4th day of February 2025.
_________________________
Travis Coggin, Mayor
ATTEST:
Stephanie Kauffman, Town Clerk
44
AGENDA ITEM NO. 4.5
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Chris Southwick, Public Works
ITEM TYPE:Resolution
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Resolution 10, Series of 2025, A Resolution Approving a State of
Colorado Subaward Agreement between the Town of Vail and the
Colorado Department of Transportation to Receive Funding for
Capital, Planning, and Operating Assistance to Support Public
Transportation
SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 10,
Series of 2025.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Resolution 10 2025 CDOT Subaward Agreement
Envelope_Created_Town_of_Vail__5311_Operating
45
RESOLUTION NO. 10
Series of 2025
A RESOLUTION APPROVING A STATE OF COLORADO SUBAWARD
AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO
DEPARTMENT OF TRANSPORTATION TO RECEIVE FUNDING FOR CAPITAL,
PLANNING, AND OPERATING ASSISTANCE TO SUPPORT PUBLIC
TRANSPORTATION
WHEREAS, the Town and the Colorado Department of Transportation wish to
enter into an agreement for the purpose of providing grant funding for capital, planning,
and operating assistance to support public transportation, pursuant to the terms set forth
in Exhibit A, attached hereto and incorporated herein by this reference (the "IGA").
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the IGA in substantially the same
form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and
authorizes the Town Manager to execute the IGA on behalf of the Town.
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 4th day of February,2025.
_________________________
Travis Coggin, Mayor
ATTEST:
Stephanie Kauffman, Town Clerk
46
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Page 1 of 47
STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number / PO Number
Routing #: 25-HTR-ZL-00139
PO #: 491003827
Subrecipient
Town of Vail
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
December 31, 2025 Subaward Agreement Amount
Federal Funds-Operating
Maximum Amount (50%)
Local Funds-Operating
Local Match Amount (50%)
Agreement Total
$243,237.00
$243,237.00
$486,474.00
Fund Expenditure End Date
December 31, 2025
Agreement Authority
Authority to enter into this Agreement exists in
CRS §§43-1-106, 43-1-110, 43-1-117.5, 43-1-701,
43-1-702 and 43-2-101(4)(c), appropriated and
otherwise made available pursuant to the FAST
ACT, MAP-21, SAFETEA_LU, 23 USC §104 and
23 USC §149.
Agreement Purpose
In accordance with 49 USC §5311, the purpose of this Agreement is to provide capital, planning, and
operating assistance to states to support public transportation in rural areas with populations less than 50,000,
where many residents often rely on public transit to reach their destinations. The work to be completed under
this Agreement by the Subrecipient is more specifically described in Exhibit A.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A – Statement of Work and Budget.
2. Exhibit B – Sample Option Letter.
3. Exhibit C – Federal Provisions.
4. Exhibit D – Required Federal Contract/Agreement Clauses.
5. Exhibit E – Verification of Payment.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Exhibit C – Federal Provisions.
2. Exhibit D – Required Federal Contract/Agreement Clauses.
3. Colorado Special Provisions in §17 of the main body of this Agreement.
4. The provisions of the other sections of the main body of this Agreement.
5. Exhibit A – Statement of Work and Budget.
6. Executed Option Letters (if any).
Principal Representatives
For the State:
Erin Kelican
Division of Transit and Rail
Colorado Dept. of Transportation
2829 W. Howard Place
Denver, CO 80204
Erin.Kelican@state.co.us
For Subrecipient:
Chris Southwick
Vail, Town of
75 South Frontage Road
Vail, CO 81657-5096
csouthwick@vailgov.com
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PO #: 491003827
Page 2 of 47
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
SUBRECIPIENT
Town of Vail
__________________________________________
By: Russell Forrest, Town Manager
Date: _________________________
SUBRECIPIENT
Town of Vail
__________________________________________
By: Stephanie Bibbens, Town Clerk
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
__________________________________________
By: Keith Stefanik, P.E., Chief Engineer
Date: _________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
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TABLE OF CONTENTS
1. PARTIES................................................................................................................................................. 3
2. TERM AND EFFECTIVE DATE .......................................................................................................... 3
3. DEFINITIONS ........................................................................................................................................ 4
4. STATEMENT OF WORK AND BUDGET ........................................................................................... 6
5. PAYMENTS TO SUBRECIPIENT ........................................................................................................ 6
6. REPORTING - NOTIFICATION ........................................................................................................... 8
7. SUBRECIPIENT RECORDS ................................................................................................................. 9
8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9
9. CONFLICTS OF INTEREST ............................................................................................................... 10
10. INSURANCE ........................................................................................................................................ 11
11. BREACH OF AGREEMENT ............................................................................................................... 12
12. REMEDIES ........................................................................................................................................... 12
13. DISPUTE RESOLUTION .................................................................................................................... 14
14. NOTICES and REPRESENTATIVES .................................................................................................. 14
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14
16. GENERAL PROVISIONS .................................................................................................................... 15
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 17
1. PARTIES
This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement (the
“Subrecipient”), and the STATE OF COLORADO acting by and through the State agency named on the Cover
Page for this Agreement (the “State”). Subrecipient and the State agree to the terms and conditions in this
Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall
not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to
pay Subrecipient for any Work performed or expense incurred before the Effective Date, except as described
in §5.D, or after the Fund Expenditure End Date.
B. Initial Term
The Parties’ respective performances under this Agreement shall commence on the Agreement Performance
Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement
Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated
or further extended in accordance with the terms of this Agreement.
C. Extension Terms - State’s Option
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same
terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option,
the State shall provide written notice to Subrecipient in a form substantially equivalent to the Sample Option
Letter attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, th e State, at
its discretion, upon written notice to Subrecipient in a form substantially equivalent to the Sample Option
Letter attached to this Agreement, may unilaterally extend such Initial Term or Extension Term for a period
not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms
are available or not. The provisions of this Agreement in effect when such notice is given shall remain in
effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon
execution of a replacement Agreement or modification extending the total term of this Agreement.
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E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this
Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for
convenience. This subsection shall not apply to a termination of this Agreement by the State for Breach of
Agreement by Subrecipient, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Subrecipient of such termination in accordance with §14. The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Subrecipient shall be subject
to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Subrecipient an amount
equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State,
the State may reimburse Subrecipient for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Subrecipient which are directly attributable to the
uncompleted portion of Subrecipient’s obligations, provided that the sum of any and all reimbursement
shall not exceed the Subaward Maximum Amount payable to Subrecipient hereunder.
F. Subrecipient’s Termination Under Federal Requirements
Subrecipient may request termination of this Agreement by sending notice to the State, or to the Federal
Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective
date of the termination. If this Agreement is terminated in this manner, then Subrecipient shall return any
advanced payments made for work that will not be performed prior to the effective date of the termin ation.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Agreement” means this subaward agreement, including all attached Exhibits, all documents incorporated
by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award.
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of
the Federal Award specifically indicate otherwise.
C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The insti tution of proceedings under
any bankruptcy, insolvency, reorganization or similar law, by or against Subrecipient, or the appointment of
a receiver or similar officer for Subrecipient or any of its property, which is not vacated or fully stayed within
30 days after the institution of such proceeding, shall also constitute a breach. If Subrecipient is debarred or
suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarment
or suspension shall constitute a breach.
D. “Budget” means the budget for the Work described in Exhibit A.
E. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24-11-101(1),
C.R.S.
F. “CORA” means the Colorado Open Records Act, §§24 -72-200.1, et. seq., C.R.S.
G. “Deliverable” means the outcome to be achieved or output to be provided, in the form of a tangible or
intangible Good or Service that is produced as a result of Subrecipient’s Work that is intended to be delivered
by Subrecipient.
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H. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State
Controller or designee, as shown on the Signature Page for this Agreement.
I. “End of Term Extension” means the time period defined in §2.D.
J. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page
for this Agreement.
K. “Extension Term” means the time period defined in §2.C.
L. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract, under
the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the
Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal
Award. The term does not include payments to a Subrecipient or payments to an individual that is a
beneficiary of a Federal program.
M. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. Federal
Transit Administration (FTA) is the Federal Awarding Agency for the Federal Award which is the subject of
this Agreement.
N. “FTA” means Federal Transit Administration.
O. “Goods” means any movable material acquired, produced, or delivered by Subrecipient as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in
connection with the Services.
P. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made
available for payment by the State under this Agreement.
Q. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work, as described in §§24-37.5-401,
et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a
State system or State Records regardless of where such information is located; (ii) unwanted disruption or
denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software characteristics without the State’s knowledge,
instruction, or consent.
R. “Initial Term” means the time period defined in §2.B.
S. “Master Agreement” means the FTA Master Agreement document incorporated by reference and made part
of FTA’s standard terms and conditions governing the administration of a project support ed with federal
assistance awarded by FTA.
T. “Matching Funds” (Local Funds, or Local Match) means the funds provided by Subrecipient as a match
required to receive the Grant Funds and includes in -kind contribution.
U. “Party” means the State or Subrecipient, and “Parties” means both the State and Subrecipient.
V. “PII” means personally identifiable information including, without limitation, any information maintained
by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name,
social security number, date and place of birth, mother’s maiden name, or biometric records . PII includes,
but is not limited to, all information defined as personally identifiable information in §§24 -72-501 and 24-
73-101, C.R.S.
W. “Recipient” means the State agency shown on the Signature and Cover Page s of this Agreement, for the
purposes of this Federal Award.
X. “Services” means the services to be performed by Subrecipient as set forth in this Agreement and shall
include any services to be rendered by Subrecipient in connection with the Goods.
Y. “State Confidential Information” means any and all State Records not subject to disclosure under CORA.
State Confidential Information shall include but is not limited to PII and State personnel records not subject
to disclosure under CORA. State Confidential Information shall not include information or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to Subrecipient which (i) is subject to disclosure pursuant
to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to
Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by
Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third party
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who has the right to disclose such information; or (v) was independently developed without reliance on any
State Confidential Information.
Z. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24 -
30-202(13)(a), C.R.S.
AA. “State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and ending on June
30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal
Year ending in that calendar year.
BB. “State Records” means any and all State data, information, and records regardless of physical form.
CC. “Subaward Maximum Amount” means an amount equal to the total of Grant Funds for this Agreement.
DD. “Subcontractor” means any third party engaged by Subrecipient to aid in performance of the Work.
“Subcontractor” also includes sub -recipients of Grant Funds.
EE. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a
Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may
also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of
this Agreement, Contractor is a Subrecipient.
FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the
“Super Circular, which supersedes requirements from OMB Circulars A -21, A-87, A-110, A-122, A-89, A-
102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up.
GG. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished,
including drafts. Work Product includes, but is not limited to, documents, text, software (including source
code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives,
pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and
any other results of the Work. “Work Product” does not include any material that was developed prior to the
Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be
construed and interpreted as defined in that section.
4. STATEMENT OF WORK AND BUDGET
Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisi ons of
Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery of any goods or the
performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO SUBRECIPIENT
A. Subaward Maximum Amount
Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not
pay Subrecipient any amount under this Agreement that exceeds the Subaward Maximum Amount shown on
the Cover Page of this Agreement as “Federal Funds Maximum Amount”.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other
conditions set forth in Exhibit A.
b. Subrecipient shall initiate payment requests by invoice to the State, in a form and manner approved
by the State.
c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long
as the amount invoiced correctly represents Work completed by Subrecipient and previously
accepted by the State during the term that the invoice covers. If the State determines that the amount
of any invoice is not correct, then Subrecipient shall make all changes necessary to correct that
invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables
provided under this Agreement.
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ii. Interest
Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest
on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Subrecipient shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the number of days’ interest
to be paid and the interest rate.
iii. Payment Disputes
If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall
notify the State in writing of its dispute within 30 days following the earlier to occur of Subrecipient’s
receipt of the payment or notification of the determination or calculation of the payment by the State.
The State will review the information presented by Subrecipient and may make changes to its
determination based on this review. The calculation, determination or payment amount that results from
the State’s review shall not be subject to additional dispute under this subsection. No payment subject to
a dispute under this subsection shall be due until after the State has concluded its review, and the State
shall not pay any interest on any amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Subrecipient beyond the current State Fiscal Year is contingent on the appropriation
and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special
Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant
Funds, the State’s obligation to pay Subrecipient shall be contingent upon such non-State funding
continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be
made only from Grant Funds, and the State’s liability for such payments shall be limited to the amount
remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become
unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in
whole or in part, without incurring further liability. The State shall, however, remain obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date of notice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E.
v. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State
to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the Record Retention Period, as defined below.
C. Matching Funds
Subrecipient shall provide Matching Funds as provided in Exhibit A. Subrecipient shall have raised the full
amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of
such funds upon request. Subrecipient’s obligation to pay all or any part of any Matching Funds, whether
direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement
by the authorized representatives of Subrecipient and paid into Subrecipient’s treasury or bank account.
Subrecipient represents to the State that the amount designated “Subrecipient’s Matching Funds” in Exhibit
A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid
into its treasury or bank account. Subrecipient does not by this Agreement irrevocably pledge present cash
reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal
year debt of Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees,
taxes or penalties of any nature, except as required by Subrecipient’s laws or policies.
D. Reimbursement of Subrecipient Costs
i. The State shall reimburse Subrecipient for the federal share of properly documented allowable costs
related to the Work after review and approval thereof, subject to the provisions of §5, this Agreement,
and Exhibit A. However, any costs incurred by Subrecipient prior to the Effective Date shall not be
reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding
is retroactive. The State shall pay Subrecipient for costs or expenses incurred or performance by the
Subrecipient prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2)
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federal laws, rules, and regulations applicable to the Work provide for such retroactive payments to the
Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Agreement.
ii. The State shall reimburse Subrecipient’s allowable costs, not exceeding the Subaward Maximum
Amount shown on the Cover Page of this Agreement and on Exhibit A for all allowable costs described
in this Agreement and shown in Exhibit A, except that Subrecipient may adjust the amounts between
each line item of Exhibit A without formal modification to this Agr eement as long as the Subrecipient
provides notice to the State of the change, the change does not modify the Subaward Maximum Amount
or the Subaward Maximum Amount for any federal fiscal year or State Fiscal Year, and the change does
not modify any requirements of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if
those costs are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
b. Equal to the actual net cost to Subrecipient (i.e. the price paid minus any items of value received by
Subrecipient that reduce the cost actually incurred).
iv. Subrecipient’s costs for Work performed after the Fund Expenditure End Date shown on the Cover Page
for this Agreement, or after any phase performance period end date for a respective phase of the Work,
shall not be reimbursable. Subrecipient shall initiate any payment request by submitting invoices to the
State in the form and manner set forth and approved by the State.
E. Close-Out
Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the
Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the State all Deliverables
(including documentation) as defined in this Agreement and Subrecipient’s final reimbursement request or
invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and
accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal
Award within one year and 90 days after the Fund Expenditure End Date shown on the Cover Page for this
Agreement due to Subrecipient’s failure to submit required documentation, then Subrecipient may be
prohibited from applying for new Federal Awards through the State until such documentation is submitted
and accepted.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer
than three months, Subrecipient shall submit, on a quarterly basis, a written report specifying progress made
for each specified performance measure and standard in this Agreement. Such progress report shall be in
accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted
to the State not later than five Business Days following the end of each calendar quar ter or at such time as
otherwise specified by the State.
B. Litigation Reporting
If Subrecipient is served with a pleading or other document in connection with an action before a court or
other administrative decision making body, and such pleading or document relates to this Agreement or may
affect Subrecipient’s ability to perform its obligations under this Agreement, Subrecipient shall, within 10
days after being served, notify the State of such action and deliver copies of such pleading or document to
the State’s Principal Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar
days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term
exercised by the State, containing an evaluation and review of Subrecipient’s performance and the final status
of Subrecipient’s obligations hereunder.
D. Violations Reporting
Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all
violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting
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the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance
allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or
debarment.
7. SUBRECIPIENT RECORDS
A. Maintenance
Subrecipient shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file
of all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work and the delivery of Servic es (including, but not
limited to the operation of programs) or Goods hereunder (collectively, the “Subrecipient Records”).
Subrecipient shall maintain such records for a period of three years following the date of submission to the
State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the
submission of each quarterly or annual report, respectively (the “Record Retention Period”). If any litigation,
claim, or audit related to this Award starts before expi ration of the Record Retention Period, the Record
Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action
taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,
oversight or indirect costs, and the State, may notify Subrecipient in writing that the Record Retention Period
shall be extended. For records for real property and equipment, the Record Retention Period shall extend
three years following final disposition of such property.
B. Inspection
Subrecipient shall permit the State, the federal government, and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and transcribe Subrecipient Records during
the Record Retention Period. Subrecipient shall make Subrecipient Records available during normal business
hours at Subrecipient’s office or place of business, or at other mutually agreed upon times or locations, upon
no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of
notice, or no notice, is necessary to protect the interests of the State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental agency, in its
discretion, may monitor Subrecipient’s performance of its obligations under this Agreement using procedures
as determined by the State or that governmental entity. Subrecipient shall allow the State to perform all
monitoring required by the Uniform Guidance, based on the State’s risk analysis of Subrecipient and this
Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and
requirements at any time during the term of this Agreement. The State shall mo nitor Subrecipient’s
performance in a manner that does not unduly interfere with Subrecipient’s performance of the Work.
D. Final Audit Report
Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on
Subrecipient’s records that relates to or affects this Agreement or the Work, whether the audit is conducted
by Subrecipient or a third party. Additionally, if Subrecipient is required to perform a single audit under 2
CFR 200.501, et. seq., then Subrecipient shall submit a copy of the results of that audit to the State within
the same timelines as the submission to the federal government.
8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records,
unless those State Records are publicly available. Subrecipient shall not, without prior written approval of
the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State
Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State.
Subrecipient shall provide for the security of all State Confidential Information in accordance with all
applicable laws, rules, policies, publications, and guidelines. Subrecipient shall immediately forward any
request or demand for State Records to the State’s Principal Representative identified on the Cover Page of
the Agreement.
B. Other Entity Access and Nondisclosure Agreements
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Subrecipient may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement.
Subrecipient shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Subrecipient shall provide copies of those signed nondisclosure provisions to the
State upon execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Subrecipient shall use, hold and maintain State Confidential Information in compliance with any and all
applicable laws and regulations only in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information. Subrecipient shall provide the
State with access, subject to Subrecipient’s reasonable security requirements, for purposes of inspecting and
monitoring access and use of State Confidential Information and evaluating security control effectiveness.
Upon the expiration or termination of this Agreement, Subrecipient shall return State Records provided to
Subrecipient or destroy such State Records and certify to the State that it has done so, as directed by the State.
If Subrecipient is prevented by law or regulation from returning or destroying State Confidential Information,
Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State Confidential
Information.
D. Incident Notice and Remediation
If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediately and cooperate
with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined
by the State. Unless Subrecipient can establish that Subrecipient and its agents, employees, and
Subcontractors are not the cause or source of the Incident, Subrecipient shall be responsible for the cost of
notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient shall
take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which
may include, but is not limited to, developing and implementing a remediation plan that is approved by the
State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole
discretion and Subrecipient shall make all modifications as directed by the State. If Subrecipient cannot
produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such
analysis and produce a remediation plan, and Subrecipient shall reimburse the State for the reasonable costs
thereof. The State may, in its sole discretion and at Subrecipient’s sole expense, require Subrecipient to
engage the services of an independent, qualified, State-approved third party to conduct a security audit.
Subrecipient shall provide the State with the results of such audit and evidence of Subrecipient’s planned
remediation in response to any negative findings.
E. Data Protection and Handling
Subrecipient shall ensure that all State Records and Work Product in the posses sion of Subrecipient or any
Subcontractors are protected and handled in accordance with the requirements of this Agreement, including
the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work
Product only apply to Work Product that requires confidential treatment.
F. Safeguarding PII
If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement, Subrecipient shall
provide for the security of such PII, in a manner and form acceptable to the State, including, without
limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer
access security, data access security, data storage encryption, data transmission encryption, security
inspections, and audits. Subrecipient shall be a “Third -Party Service Provider” as defined in §24-73-
103(1)(i), C.R.S., and shall maintain security procedures and practices consistent with §§24 -73-101 et seq.,
C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Subrecipient shall not engage in any business or activities or maintain any relationships that conflict in any
way with the full performance of the obligations of Subrecipient under this Agreement. Such a conflict of
interest would arise when a Subrecipient or Subcontractor’s employee, officer or agent were to offer or
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provide any tangible personal benefit to an employee of the State, or any member of his or her immediate
family or his or her partner, related to the award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Subrecipient acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest
shall be harmful to the State’s interests. Absent the State’s prior written approval, Subrecipient shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Subrecipient’s obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a conflict or the
appearance of a conflict has arisen, Subrecipient shall submit to the State a disclosure statement setting forth
the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to
follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement.
D. Subrecipient acknowledges that all State employees are subject to the ethical principles described in §24-18-
105, C.R.S. Subrecipient further acknowledges that State employees may be subject to the requirements of
§24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict
of interest shall exist if Subrecipient employs or contracts with any State employee, any former State
employee within six months following such employee’s termination of employment with the State, or any
immediate family member of such current or former State employee. Subrecipient shall provide a disclosure
statement as described in §9.C. no later than ten days following entry into a contractual or employment
relationship as described in this section. Failure to timely submit a disclosure statement shall constitute a
Breach of Agreement. Subrecipient may also be subject to such penalties as are allowed by law.
10. INSURANCE
Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance
as specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by
the State.
A. Workers’ Compensation
Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering
all Subrecipient or Subcontractor employees acting within the course and scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent contractors,
products and completed operations, blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a
minimum limit of $1,000,000 each accident combined single limit .
D. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and
construction contracts require additional insured coverage for completed operations) required of Subrecipient
and Subcontractors.
E. Primacy of Coverage
Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self-
insurance program carried by Subrecipient or the State.
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F. Cancellation
All insurance policies shall include provisions preventing cancellation or non -renewal, except for
cancellation based on non-payment of premiums, without at least 30 days prior notice to Subrecipient and
Subrecipient shall forward such notice to the State in accordance with §14 within seven days of
Subrecipient’s receipt of such notice.
G. Subrogation Waiver
All insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to this
Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation
or otherwise against Subrecipient or the State, its agencies, institutions, organizations, officers, agents,
employees, and volunteers.
H. Public Entities
If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 -
10-101, et seq., C.R.S. (the “GIA”), Subrecipient shall maintain, in lieu of the liability insurance requirements
stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or
self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within
the meaning of the GIA, Subrecipient shall ensure that the Subcontractor maintain at all times during the
terms of this Subrecipient, in lieu of the liability insurance requirements stated above, such liability insurance,
by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the
GIA.
I. Certificates
For each insurance plan provided by Subrecipient under this Agreement, Subrecipient shall provide to the
State certificates evidencing Subrecipient’s insurance coverage required in this Agreement prior to the
Effective Date. Subrecipient shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Agreement prior to the Effective Date, except that, if Subrecipient’s subcontract
is not in effect as of the Effective Date, Subrecipient shall p rovide to the State certificates showing
Subcontractor insurance coverage required under this Agreement within seven Business Days following
Subrecipient’s execution of the subcontract. No later than 15 days before the expiration date of Subrecipient’s
or any Subcontractor’s coverage, Subrecipient shall deliver to the State certificates of insurance evidencing
renewals of coverage. At any other time during the term of this Agreement, upon request by the State,
Subrecipient shall, within seven Business Days following the request by the State, supply to the State
evidence satisfactory to the State of compliance with the provisions of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the Breach of Agreement, at its sole expense, within 30 days after
the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party.
Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide
notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any
other remedy in this Agreement in order to protect the public interest of the State; or if Subrecipient is
debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure
period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement
as of the date that the debarment or suspension takes effect.
12. REMEDIES
A. State’s Remedies
If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach of Agreement
In the event of Subrecipient’s uncured breach, the State may terminate this entire Agreement or any part
of this Agreement. Additionally, if Subrecipient fails to comply with any terms of the Federal Award,
then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this
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entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this
Agreement to the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Subrecipient shall not incur further obligations or
render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Subrecipient shall complete and deliver to the
State all Work not cancelled by the termination notice, and may incur obligations as necessary to do
so within this Agreement’s terms. At the request of the State, Subrecipient shall assign to the State
all of Subrecipient’s rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Subrecipient but in which the State has an interest. At the State’s
request, Subrecipient shall return materials owned by the State in Subrecipient’s possession at the
time of any termination. Subrecipient shall deliver all completed Work Product and all Work
Product that was in the process of completion to the State at the State’s request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that
Subrecipient was not in breach or that Subrecipient’s action or inaction was excusable, such
termination shall be treated as a termination in the public interest , and the rights and obligations of
the Parties shall be as if this Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State
for any damages sustained by the State in connection with any breach by Subrecipient, and the State
may withhold payment to Subrecipient for the purpose of mitigating the State’s damages until such
time as the exact amount of damages due to the State from Subrecipient is determined. The State
may withhold any amount that may be due Subrecipient as the State deems necessary to protect the
State against loss including, without limitation, loss as a result of outstanding liens and excess costs
incurred by the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Subrecipient’s performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Subrecipient to an adjustment in price
or cost or an adjustment in the performance schedule. Subrecipient shall promptly cease performing
Work and incurring costs in accordance with the State’s directive, and the State shall not be liable
for costs incurred by Subrecipient after the suspension of performance.
b. Withhold Payment
Withhold payment to Subrecipient until Subrecipient corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Subrecipient’s actions or inactions, cannot be
performed or if they were performed are reasonably of no value to the state ; provided, that any
denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Subrecipient’s employees, agents, or Subcontractors from the
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary
to the public interest or the State’s best interest.
e. Intellectual Property
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If any Work infringes, or if the State in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Subrecipient
shall, as approved by the State (i) secure that right to use such Work for the State and Subrecipient;
(ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work to the State.
B. Subrecipient’s Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient,
following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies
available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by
Subrecipient for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Subrecipient
shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State
Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S., for resolution
following the same resolution of controversies process as described in §§24 -106-109, and 24-109-101.1
through 24-109-505, C.R.S., (collectively, the “Resolution Statutes”), except that if Subrecipient wishes to
challenge any decision rendered by the Procurement Official, Subrecipient’s challenge shall be an appeal to
the executive director of the Department of Personnel and Administration, or their delegate, in the same
manner as described in the Resolution Statutes before Subrecipient pursues any further action. Except as
otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without
limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement .
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover P age for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
registered mail to such Party’s principal representative at the address set forth on the Cover Page for this
Agreement or (C) as an email with read receipt requested to the principal representative at the email address, if
any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the
email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party
delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to
such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party
may change its principal representative or principal representative contact information, or may designate specific
other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice
submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise
provided in this Agreement, notices shall be effective upon delivery of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Subrecipient agrees to provide to the State a royalty-free, non-exclusive and irrevocable license to reproduce
publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal
Awarding Agency’s and State’s purposes. All Work Product shall be delivered to the State by Subrecipient
upon completion or termination hereof.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes, studies, data,
images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas,
concepts, know-how, and information provided by or on behalf of the State to Subrecipient are the exclusive
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property of the State (collectively, “State Materials”). Subrecipient shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the performance of
Subrecipient’s obligations in this Agreement without the prior written consent of the State. Upon termination
of this Agreement for any reason, Subrecipient shall provide all Work Product and State Materials to the
State in a form and manner as directed by the State.
C. Exclusive Property of Subrecipient
Subrecipient retains the exclusive rights, title, and ownership to any and all pre -existing materials owned or
licensed to Subrecipient including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third -party materials, delivered by
Subrecipient under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
(collectively, “Subrecipient Property”). Subrecipient Property shall be licensed to the State as set forth in this
Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained
by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license
terms set forth in the applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
Subrecipient’s rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such
consent shall be void. Any assignment or transfer of Subrecipient’s rights and obligations approved by the
State shall be subject to the provisions of this Agreement.
B. Subcontracts
Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State. Subrecipient shall submit to the State a copy of
each such subaward or subcontract upon request by the State. All subawards and subcontracts entered into
by Subrecipient in connection with this Agreement shall comply with all applicable federal and state laws
and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject
to all provisions of this Agreement. If the entity with whom Subrecipient enters into a subcontract or
subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by
Subrecipient shall also contain provisions permitting both Subrecipient and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §16.A, all provisions of this Agreement, including the benefits and burdens,
shall extend to and be binding upon the Parties’ respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party’s obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless oth erwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
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If any signatory signs this Agreement using a digital signature in accordance with the Colorado Stat e
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than Agreement amendments, shall conform to the policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since the
Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in
any terms, conditions, or agreements appearing on Subrecipient’s or a Subcontractor’s website or any
provision incorporated into any click-through or online agreements related to the Work unless that provision
is specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided
that the Parties can continue to perform their obligations under this Agreement in accordance with the intent
of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other
Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal
Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales
and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number
98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
whether any political subdivision of the State imposes such taxes on Subrecipient. Subrecipient shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient may wish
to have in place in connection with this Agreement.
O. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described in §16.A, this Agreement does not and is
not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or
benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not
create any rights for such third parties.
P. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
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Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of
care, skill and diligence in Subrecipient’s industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
i. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its
sole expense, a certificate of authority to transact business in the State of Colorado and designate a
registered agent in Colorado to accept service of process.
T. Indemnification
i. General Indemnification
Subrecipient shall indemnify, save, and hold harmless the State, its employees, agents and assignees
(collectively, the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities,
court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the
Indemnified Parties in relation to any act or omission by Subrecipient, or its employees, agents,
Subcontractors, or assignees in connection with this Agreement.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Subrecipient in violation of §8 may be cause for
legal action by third parties against Subrecipient, the State, or their respective agents. Subrecipient shall
indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages,
liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the State in relation
to any act or omission by Subrecipient, or its employees, agents, assigns, or Subcontractors in violation
of §8.
iii. Intellectual Property Indemnification
Subrecipient shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs,
expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred
by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright,
trademark, trade secret, or any other intellectual property right.
U. Federal Provisions
Subrecipient shall comply with all applicable requirements of Exhibits C and D at all times during the term of
this Agreement.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee.
If this Agreement is for a Major Information Technology Project, as defined in §24 -37.5-102(2.6), C.R.S.,
then this Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or
designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon f unds for
that purpose being appropriated, budgeted, and otherwise made available .
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24 -10-101, et seq., C.R.S.; the
Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management
statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or
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interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Subrecipient shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the
State. Subrecipient shall not have authorization, express or implied, to bind the State to any agreement,
liability or understanding, except as expressly set forth herein. Subrecipient and its employees and agents
are not entitled to unemployment insurance or workers compensation benefits through the State and
the State shall not pay for or otherwise provide such coverage for Subrecipient or any of its agents or
employees. Subrecipient shall pay when due all applicable employment taxes and income taxes and
local head taxes incurred pursuant to this Agreement. Subrecipient shall (i) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by law,
(ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and
those of its employees and agents.
E. COMPLIANCE WITH LAW.
Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair employment
practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the
City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Subrecipient harmless;
requires the State to agree to binding arbitration; limits Subrecipient’s liability for damages resulting from
death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be
void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24 -106-109,
C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Subrecipient hereby certifies and warrants that, during the term of this Agreement and any extensions,
Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use
of public funds. If the State determines that Subrecipient is in violation of this provision, the State may
exercise any remedy available at law or in equity or under this Agreement, including, without limitation,
immediate termination of this Agreement and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement. Subrecipient has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
Subrecipient’s services and Subrecipient shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller
may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for:
(i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division
of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action.
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The State may also recover, at the State’s discretion, payments made to Subrecipient in error for any reason,
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
by Subrecipient by deduction from subsequent payments under this Agreement, deduction from any payment
due under any other contracts, grants or agreements between the State and Subrecipient, or by any other
appropriate method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Subrecipient certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Agreement and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Subrecipient shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
Subcontractor that fails to certify to Subrecipient that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement. Subrecipient (i) shall not use E-Verify
Program or the program procedures of the Colorado Department of Labor and Employment (“Department
Program”) to undertake pre-employment screening of job applicants while this Agreement is being
performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher
education within three days if Subrecipient has actual knowledge that a Subcontractor is employing or
contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a
Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the
notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Subrecipient
participates in the Department program, Subrecipient shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision, a written, notarized affirmation, affirming that Subrecipient has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
Department program. If Subrecipient fails to comply with any requirement of this provision or §§8-17.5-101,
et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may
terminate this Agreement for breach and, if so terminated, Subrecipient shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty
of perjury that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) shall comply with the provisions of §§24 -76.5-101, et seq., C.R.S., and (iii) has produced
one form of identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Description* 2025-5311: Operating
Federal Awarding Agency Federal Transit Administration (FTA)
Federal Regional Contact Cindy Terwilliger
Year of Funding and Federal Funding Source FFY 2024 FTA-5311
CFDA Title Formula Grants for Rural Areas Program
CFDA # 20.509 FAIN** To Be Determined
Federal Award Date** To Be Determined
Project End Date December 31, 2025
Subrecipient Vail, Town of UEID # R17RS3JCQZ68
Contact Name Chris Southwick Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (970) 479-2159
Email csouthwick@vailgov.com Indirect Rate NA
Total Project Budget $486,474.00
Budget WBS*** ALI Federal Funds Local Funds Total
Operating 24-11-4044.VAIL.300 30.09.01 50% $243,237.00 50% $243,237.00 $486,474.00
Total Project Amount Encumbered via this Subaward Agreement $486,474.00
*This is not a research and development grant.
**The FAIN and/or Federal Award Date are not available at the time of execution of this Subaward Agreement.
This information will be maintained in COTRAMS, CDOT’s transit awards management system, and will be
provided to Town of Vail there once obtained.
***The WBS numbers may be replaced without changing the amount of the grant at CDOT’s discretion.
A. Project Description
Town of Vail shall use FTA-5311 funds, along with local matching funds, to maintain the existence of public
transportation services through the following goals:
1. Enhance access to health care, education, employment, public services, recreation, social
transactions, and other basic needs;
2. Assist in the maintenance, development, improvement and use of public transportation in their
Transportation Planning Region (TPR);
3. Encourage and facilitate the most efficient use of all transportation funds used to provide
passenger transportation in their TPR through the coordination of programs and services; and
4. Encourage mobility management, employment -related transportation alternatives, joint
development practices, and transit-oriented development.
This funding is provided to support the services described above for calendar year 2025 (January 1 – December 31).
B. Performance Standards
1. Project Milestones
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Milestone Description Original Estimated
Completion Date
Submit Initial Reimbursement Request in COTRAMS 2/15/2025
Submit Progress Reports to Project Manager 3/1/2025
Submit Final Reimbursement Request in COTRAMS 4/1/2025
IMPORTANT NOTE: All milestones in this Statement of Work (except for the final reimbursement request)
must be completed no later than the expiration date of this Subaward Agreement: December 31, 2025.
2. Performance will be reviewed throughout the duration of this Subaward Agreement. Town of Vail
shall report to the CDOT Project Manager whenever one or more of the following occurs:
a. Budget or schedule changes;
b. Scheduled milestone or completion dates are not met;
c. Identification of problem areas and how the pro blems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
3. Town of Vail shall report on performance using the Program Measure Report in COTRAMS:
a. Performance measures established for the FTA Section 5311 Program (Funds Expended,
Fare Revenues, Sources of Expended Funds, Service Data, and Volunteer Resources) will
be tracked and reported on by Town of Vail.
4. Performance will be reviewed based on:
a. Completion of quarterly 5311 Program Measure Reports in COTRAMS, and
b. Completion of the annual National Transit Database (NTD) Report.
5. 5311 Program Measure Reports shall be submitted in COTRAMS by Town of Vail on or before
the following due dates:
a. Quarter 1 due April 28th;
b. Quarter 2 due July 28th;
c. Quarter 3 due October 28th; and
d. Annual Report, including Quarter 4, due January 28th.
6. Town of Vail shall assist CDOT with Disadvantaged Business Enterprise (DBE) reporting to FTA
by using the biannual FTA DBE Report in COTRAMS to report:
a. Contracts awarded, payments made, and contracts completed between Town of Vail and
prime contractors; and
b. Contracts awarded, payments made, and contracts completed between Town of Vail’s
prime contractors and their subcontractors.
7. DBE Program Measure Reports shall be submitted in COTRAMS by Town of Vail on or before
the following due dates:
a. Quarter 4 – Quarter 1 (for October 1 – March 31) due April 28th; and
b. Quarter 2 – Quarter 3 (for April 1 – September 30) due October 28th.
C. Project Budget
1. The Total Project Budget is $486,474.00. CDOT will pay no more 50% of the eligible, actual
operating costs, up to the maximum amount of $243,237.00. CDOT will retain any remaining
balance of the federal share of FTA-5311 Funds. Town of Vail shall be solely responsible for all
costs incurred in the project in excess of the amount paid by CDOT from Federal Funds for the
federal share of eligible, actual costs. For CDOT accounting purposes, the Federal Funds of
$243,237.00 (50%) for operating costs, and matching Local Funds of $243,237.00 (50%) for
operating costs, will be encumbered for this Subaward Agreement.
2. No refund or reduction of the amount of Town of Vail’s share to be provided will be allowed
unless there is at the same time a refund or reduction of the federal share of a proportionate
amount.
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3. Town of Vail may use eligible federal funds for the Local Funds share, but those funds cannot be
from other Federal Department of Transportation (DOT) programs. Town of Vail’s share, together
with the Federal Funds share, shall be enough to ensure payment of Total Project Budget.
4. Per the terms of this Subaward Agreement, CDOT will have no obligation to provide state funds
for use on this project. CDOT will administer Federal Funds for this Project under the terms of
this Subaward Agreement, provided that the federal share of FTA funds to be administered by
CDOT are made available and remain available. Town of Vail shall initiate and prosecute to
completion all actions necessary to enable Town of Vail to provide its share of the Total Project
Budget at or prior to the time that such funds are needed to meet the Total Project Budget.
D. Allowable Costs
1. Town of Vail shall agree to adhere to the provisions for allowable and unallowable costs cited in
the following regulations: 2 CFR 200.420 through 200.476; FTA C 5010.1 Chapter VI: Financial
Management; Master Agreement, Section 6 “Non-Federal Share;” and 2 CFR 200.102. Other
applicable requirements for cost allowability not cited previously shall also be considered.
2. Town of Vail’s operating expenses are those costs directly related to system operations. Town of
Vail at a minimum, should consider the following items as operating expenses: fuel, oil, drivers
and dispatcher salaries and fringe benefits, and licenses.
3. If Town of Vail elects to take administrative assistance, eligible costs may include but are not
limited to: general administrative expenses (e.g., salaries of the project director, secretary, and
bookkeeper); marketing expenses; insurance premiums or payments to a self-insurance reserve;
office supplies; facilities and equipment rental; standard overhead rates; and the costs of
administering drug and alcohol testing. Additionally, administrative costs for promoting and
coordinating ridesharing are eligible as project administration if the activity is part of a
coordinated public transportation program.
E. Reimbursement Eligibility
1. Town of Vail must submit invoice(s) monthly via COTRAMS. Reimbursement will apply only to
eligible expenses that are incurred within the period of performance of this Subaward Agreement.
2. Reimbursement requests must be within the limits of Section D., Allowable Costs, of this
Subaward Agreement. Town of Vail will be reimbursed based on the ratio of Federal Funds share
and Local Funds share set forth in the Project Budget above.
3. Town of Vail shall submit the final request for reimbursement within sixty (60) calendar days of
December 31, 2025, and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS
within fifteen (15) days of issuance of the final reimbursement payment.
F. Training
In an effort to enhance transit safety, Town of Vail and any subrecipients and subcontractors shall make a good faith
effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to
date in appropriate certifications. In particular, Town of Vail shall ensure that driving personnel are provided
professional training in defensive driving and training on the handling of mobility devices and transporting older
adults and individuals with disabilities.
G. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 b y entering into this Subaward Agreement.
H. Special Conditions
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1. Town of Vail shall comply with all requirements imposed by CDOT on Town of Vail so that the
federal award is used in accordance with federal statutes, regulations, and the terms and conditions
of the federal award.
2. Town of Vail shall permit CDOT and their auditors to have access to Town of Vail’s records and
financial statements as necessary, with reasonable advance notice.
3. Town of Vail shall comply with the record retention requirements outlined i n 2 CFR 200.334 and
FTA C 5010.1.
4. Town of Vail shall not request reimbursement for costs on this project from more than one Federal
Awarding Agency or other federal awards (i.e., no duplicate billing).
5. Town of Vail shall obtain prior CDOT approval, in writing, if FTA funds are intended to be used
for payment of a lease or for third-party contracts.
6. Town of Vail shall advertise its service as available to the general public and shall not explicitly
limit service by trip purpose or client type.
7. Town of Vail shall comply with FTA Drug and Alcohol Regulations, to include on time
submission to FTA’s Drug and Alcohol Management Information System (DAMIS).
8. Town of Vail shall ensure subcontractors and subrecipients (if any) comply with FTA Drug and
Alcohol Regulations.
9. Town of Vail shall ensure that it does not exclude from participation in, deny the benefits of, or
subject to discrimination any person in the United States on the ground of race, color, national
origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of 1964.
10. Town of Vail shall seek to ensure non-discrimination in its programs and activities by developing
and maintaining a Title VI Program in accordance with the “Requirements for FTA Subrecipients”
in CDOT’s Title VI Program Plan and FTA Circular 4702.1, “Title VI Requirements and
Guidelines for FTA Recipients.” Town of Vail shall also facilitate FTA’s compliance with
Executive Order 12898 and DOT Order 5610.2(a) by incorporating the principles of
environmental justice in planning, project development and public outreach in accordance with
FTA Circular 4703.1 “Environmental Justice Policy Guidance for Federal Transit Administration
Recipients.”
11. Town of Vail shall provide transportation services to persons with disabilities in accordance with
the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
12. Town of Vail shall ensure that it does or will comply with the Americans with Disabilities Act,
Section 504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local
laws, rules and/or regulations. In any contract utilizing federal funds, land, or other federal aid,
Town of Vail shall require its subrecipients and/or contractors to provide a statement of written
assurance that they will comply with Section 504 and not discriminate on the basis of disability.
13. Town of Vail shall develop and maintain an Americans with Disabilities Act (ADA) Program in
accordance with 28 CFR Part 35, Nondiscrimination on the Basis of Disability in State and Local
Government Services, FTA Circular 4710.1, and any additional requirements established by
CDOT for FTA subrecipients.
14. Town of Vail shall agree to maintain documentation that supports compliance with the ADA and
produce said documentation to CDOT upon request.
15. Town of Vail will adopt a Transit Asset Management Plan that complies with regulations
implementing 49 U.S.C. § 5326(d). Town of Vail shall maintain and report annually all
information required by NTD and any other financial, fleet, or service da ta.
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16. Town of Vail shall include nondiscrimination language and the Disadvantaged Business
Enterprise (DBE) assurance in all contracts and solicitations in accordance with DBE regulations,
49 CFR part 26 and CDOT’s DBE program.
17. Town of Vail agrees that any incidental use (e.g. meal or package delivery) shall not reduce the
quality or availability of its regular public transportation service.
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first
option)
Subrecipient
Insert Subrecipient's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Contract Number of
the Original Contract
Subaward Agreement Amount
Federal Funds
Option Agreement Number
Insert CMS number or Other Contract Number of
this Option Maximum Amount (%) $0.00
Local Funds Agreement Performance Beginning Date
The later of the Effective Date or Month, Day,
Year
Local Match Amount (%) $0.00
Agreement Total $0.00 Current Agreement Expiration Date
Month, Day, Year
1. OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced
above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert
start date and ending on the current agreement expiration date shown above, at the rates stated in the
Original Agreement, as amended.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or ____, whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Name:________________________
Title:__________________________
Date: _________________________
In accordance with §24-30-202, C.R.S., this Option
Letter is not valid until signed and dated below by
the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:_______________________________________
Department of Transportation
Option Letter Effective Date: __________________
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EXHIBIT C, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in
part, with an Award of Federal funds. In the event of a conflict between the provisions of
these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments
or exhibits incorporated into and made a part of the Grant, the provisions of these Federal
Provisions shall control.
1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients,
including ensuring their subrecipients comply with federal statutes, Award Terms and
Conditions, Treasury’s Final Rule, and reporting requirements, as applicable.
1.3. Additionally, any subrecipient that issues a subaward to another entity (2nd tier
subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and
adhere to reporting requirements.
1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal
Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institutions of higher education.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following terms shall have the
meanings ascribed to them below.
2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth
the terms and conditions of that financial assistance, that a non -Federal Entity
receives or administers.
2.1.2. “Entity” means:
2.1.2.1. a Non-Federal Entity;
2.1.2.2. a foreign public entity;
2.1.2.3. a foreign organization;
2.1.2.4. a non-profit organization;
2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only);
2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only);
2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward
to a non-Federal entity (or 2 CFR 200.1); or
2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only).
2.1.3. “Executive” means an officer, managing partner or any other employee in a
management position.
2.1.4. “Expenditure Category (EC)” means the category of eligible uses as defined by the
US Department of Treasury in “Appendix 1 of the Compliance and Reporting
Guidance, State and Local Fiscal Recovery Funds” report available at
www.treasury.gov.
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2.1.5. “Federal Awarding Agency” means a Federal agency providing a Federal Award
to a Recipient as described in 2 CFR 200.1
2.1.6. “Grant” means the Grant to which these Federal Provisions are attached.
2.1.7. “Grantee” means the party or parties identified as such in the Grant to which these
Federal Provisions are attached.
2.1.8. “Non-Federal Entity means a State, local government, Indian tribe, institution of
higher education, or nonprofit organization that carries out a Federal Award as a
Recipient or a Subrecipient.
2.1.9. “Nonprofit Organization” means any corporation, trust, association, cooperative, or
other organization, not including IHEs, that:
2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or
similar purposes in the public interest;
2.1.9.2. Is not organized primarily for profit; and
2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the
organization.
2.1.10. “OMB” means the Executive Office of the President, Office of Management and
Budget.
2.1.11. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a
Subrecipient to carry out part of a Federal program.
2.1.12. “Prime Recipient” means the Colorado State agency or institution of higher
education identified as the Grantor in the Grant to which these Federal Provisions
are attached.
2.1.13. “Subaward” means an award by a Prime Recipient to a Subrecipient funded in
whole or in part by a Federal Award. The terms and conditions of the Federal
Award flow down to the Subaward unless the terms and conditions of the Federal
Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term
does not include payments to a Contractor or payments to an individual that is a
beneficiary of a Federal program.
2.1.14. “Subrecipient” or “Subgrantee” means a non-Federal Entity (or a Federal agency
under an Award or Subaward to a non-Federal Entity) receiving Federal funds
through a Prime Recipient to support the performance of the Federal project or
program for which the Federal funds were awarded. A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient, including
program compliance requirements. The term does not include an individual who is
a beneficiary of a federal program. For SLFRF Grants, a subrecipient
relationship continues to exist for Expenditure Category 6.1 Revenue Replacement.
2.1.15. “System for Award Management (SAM)” means the Federal repository into which
an Entity must enter the information required under the Transparency Act, which
may be found at http://www.sam.gov. “Total Compensation” means the cash and
noncash dollar value earned by an Executive during the Prime Recipient’s or
Subrecipient’s preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48
CFR 4.1403(a)) and includes the following:
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2.1.15.1. Salary and bonus;
2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the
dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year in accordance with the Statement of Financial
Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based
Payments;
2.1.15.3. Earnings for services under non-equity incentive plans, not including group
life, health, hospitalization or medical reimbursement plans that do not
discriminate in favor of Executives and are available generally to all salaried
employees;
2.1.15.4. Change in present value of defined benefit and actuarial pension plans;
2.1.15.5. Above-market earnings on deferred compensation which is not tax-
qualified;
2.1.15.6. Other compensation, if the aggregate value of all such other compensation
(e.g., severance, termination payments, value of life insurance paid on
behalf of the employee, perquisites or property) for the Executive exceeds
$10,000.
2.1.16. “Transparency Act” means the Federal Funding Accountability and Transparency
Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252.
2.1.17. “Uniform Guidance” means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the
Federal Award specifically indicate otherwise.
2.1.18. “Unique Entity ID Number” means the Unique Entity ID established by the
federal government for a Grantee at https://sam.gov/content/home
3. COMPLIANCE.
3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, all provisions of the Uniform Guidance, and all
applicable Federal Laws and regulations required by this Federal Award. Any revisions
to such provisions or regulations shall automatically become a part of these Federal
Provisions, without the necessity of either party executing any further instrument. The
State of Colorado, at its discretion, may provide written notification to Grantee of such
revisions, but such notice shall not be a condition precedent to the effectiveness of such
revisions.
3.2. Per US Treasury Final Award requirements, grantee programs or services must not
include terms or conditions that undermine efforts to stop COVID-19 or discourage
compliance with recommendations and CDC guidelines.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID SYSTEM (UEI)
REQUIREMENTS.
4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee
submits the final financial report required under the Award or receives final payment,
whichever is later. Grantee shall review and update SAM information at least annually.
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4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update
Grantee’s information in SAM.gov at least annually.
5. TOTAL COMPENSATION.
5.1. Grantee shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more;
and
5.1.2. In the preceding fiscal year, Grantee received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance Awards
or Subawards subject to the Transparency Act; and
5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance Awards
or Subawards subject to the Transparency Act; and
5.1.2.3. 5.1.2.3 The public does not have access to information about the
compensation of such Executives through periodic reports filed under
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986.
6. REPORTING.
6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee
shall report data elements to SAM and to the Prime Recipient as required in this Exhibit.
No direct payment shall be made to Grantee for providing any reports required under
these Federal Provisions and the cost of producing such reports shall be included in the
Grant price. The reporting requirements in this Exhibit are based on guidance from the
OMB, and as such are subject to change at any time by OMB. Any such changes shall
be automatically incorporated into this Grant and shall become part of Grantee’s
obligations under this Grant.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the
initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent
Award modifications result in a total Award of $30,000 or more, the Award is subject
to the reporting requirements as of the date the Award exceeds $30,000. If the initial
Award is $30,000 or more, but funding is subsequently de-obligated such that the total
award amount falls below $30,000, the Award shall continue to be subject to the
reporting requirements. If the total award is below $30,000 no reporting required; if
more than $30,000 and less than $50,000 then FFATA reporting is required; and,
$50,000 and above SLFRF reporting is required.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime
Recipient as of December 26, 2015. The standards set forth in §11 below are applicable
to audits of fiscal years beginning on or after December 26, 2014.
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8. SUBRECIPIENT REPORTING REQUIREMENTS. [INTENTIONALLY DELETED]
9. PROCUREMENT STANDARDS.
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement
procedures which reflect applicable State, local, and Tribal laws and applicable
regulations, provided that the procurements conform to applicable Federal law and the
standards identified in the Uniform Guidance, including without limitation, 2 CFR
200.318 through 200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the
extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition,
or use of goods, products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The
requirements of this section must be included in all subawards including all
Agreements and purchase orders for work or products under this award.
9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency
of a political subdivision of the State, its Contractors must comply with section 6002
of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include procuring only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part
247, that contain the highest percentage of recovered materials practicable, consistent
with maintaining a satisfactory level of competition, where the purchase price of the
item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal
year exceeded $10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement
program for procurement of recovered materials identified in the EPA guidelines.
10. ACCESS TO RECORDS.
10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to
Subrecipient’s records and financial statements as necessary for Recipient to meet the
requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR
200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period
of performance), and Subpart F-Audit Requirements of the Uniform Guidance.
11. SINGLE AUDIT REQUIREMENTS.
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the
Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or
program-specific audit conducted for that year in accordance with the provisions of
Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single
Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501.
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11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with
Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have
a program-specific audit conducted in accordance with 2 CFR 200.507 (Program-
specific audits). The Subrecipient may elect to have a program-specific audit if
Subrecipient expends Federal Awards under only one Federal program (excluding
research and development) and the Federal program’s statutes, regulations, or the
terms and conditions of the Federal award do not require a financial statement audit
of Prime Recipient. A program-specific audit may not be elected for research and
development unless all of the Federal Awards expended were received from
Recipient and Recipient approves in advance a program-specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during
its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for
that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements),
but records shall be available for review or audit by appropriate officials of the
Federal agency, the State, and the Government Accountability Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or
otherwise arrange for the audit required by Subpart F of the Uniform Guidance and
ensure it is properly performed and submitted when due in accordance with the
Uniform Guidance. Subrecipient shall prepare appropriate financial statements,
including the schedule of expenditures of Federal awards in accordance with 2 CFR
200.510 (Financial statements) and provide the auditor with access to personnel,
accounts, books, records, supporting documentation, and other information as
needed for the auditor to perform the audit required by Uniform Guidance Subpart
F-Audit Requirements.
12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS.
12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime
Recipient, Grantees that are Subrecipients shall comply with the following provisions.
Subrecipients shall include all of the following applicable provisions in all
Subcontractors entered into by it pursuant to this Grant.
12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment
Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements
that meet the definition of “federally assisted construction Agreement” in 41 CFR
Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-
1.4(b), in accordance with Executive Order 11246, “Equal Employment
Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as
amended by Executive Order 11375, “Amending Executive Order 11246 Relating
to Equal Employment Opportunity,” and implementing regulations at 41 CFR part
60, Office of Federal Agreement Compliance Programs, Equal Employment
Opportunity, Department of Labor.
12.1.2. [Applicable to on-site employees working on government-funded construction,
alteration and repair projects.] Davis-Bacon Act. Davis-Bacon Act, as amended
(40 U.S.C. 3141-3148).
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12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets
the definition of “funding agreement” under 37 CFR 401.2 (a) and the Prime
Recipient or Subrecipient wishes to enter into an Agreement with a small business
firm or nonprofit organization regarding the substitution of parties, assignment or
performance of experimental, developmental, or research work under that “funding
agreement,” the Prime Recipient or Subrecipient must comply with the
requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Agreements
and Cooperative Agreements,” and any implementing regulations issued by the
Federal Awarding Agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control
Act (33 U.S.C. 1251-1387), as amended. Agreements and subgrants of amounts in
excess of $150,000 must contain a provision that requires the non-Federal awardees
to agree to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be
reported to the Federal Awarding Agency and the Regional Office of the
Environmental Protection Agency (EPA).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A Agreement
award (see 2 CFR 180.220) must not be made to parties listed on the government
wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180
that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and
12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM
Exclusions contains the names of parties debarred, suspended, or otherwise
excluded by agencies, as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549.
12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid
for an award exceeding $100,000 must file the required certification. Each tier
certifies to the tier above that it will not and has not used Federal appropriated funds
to pay any person or organization for influencing or attempting to influence an
officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining
any Federal Agreement, grant or any other award covered by 31 U.S.C. 1352. Each
tier must also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from
tier to tier up to the non-Federal award.
12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and
recipients are subject to the regulations implementing “Never Contract with the
Enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered
Agreements, grants and cooperative agreements that are expected to exceed
$50,000 within the period of performance, are performed outside the United States
and its territories, and are in support of a contingency operation in which members
of the Armed Forces are actively engaged in hostilities.
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12.1.8. Prohibition on certain telecommunications and video surveillance services or
equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending
loan or grant funds on certain telecommunications and video surveillance services
or equipment pursuant to 2 CFR 200.216.
12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor,
transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964,
which prohibits recipients of federal financial assistance from excluding from a
program or activity, denying benefits of, or otherwise discriminating against a
person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
implemented by the Department of Treasury’s Title VI regulations, 31 CFR Part
22, which are herein incorporated by reference and made a part of this Agr eement
(or agreement). Title VI also includes protection to persons with “Limited English
Proficiency” in any program or activity receiving federal financial assistance, 42
U.S. C. § 2000d et seq., as implemented by the Department of the Treasury’s Title
VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part
of this Agreement or agreement.
13. CERTIFICATIONS.
13.1. Subrecipient Certification. Subrecipient shall sign a “State of Colorado Agreement
with Recipient of Federal Recovery Funds” Certification Form in Exhibit E and submit
to State Agency with signed grant agreement.
13.2. Unless prohibited by Federal statutes or regulations, Prime Recipient may require
Subrecipient to submit certifications and representations required by Federal statutes
or regulations on an annual basis. 2 CFR 200.208. Submission may be required more
frequently if Subrecipient fails to meet a requirement of the Federal award.
Subrecipient shall certify in writing to the State at the end of the Award that the project
or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If
the required level of activity or effort was not carried out, the amount of the Award
must be adjusted.
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives an Award as a
natural person, unrelated to any business or non-profit organization he or she may own
or operate in his or her name.
14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax
year is exempt from the requirements to report Subawards and the Total Compensation
of its most highly compensated Executives.
15. EVENT OF DEFAULT AND TERMINATION.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default
under the Grant and the State of Colorado may terminate the Grant upon 30 days prior
written notice if the default remains uncured five calendar days following the
termination of the 30-day notice period. This remedy will be in addition to any other
remedy available to the State of Colorado under the Grant, at law or in equity.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in
part as follows:
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15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity
fails to comply with the terms and conditions of a Federal Award;
15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent
authorized by law, if an award no longer effectuates the program goals or agency
priorities;
15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the
Non-Federal Entity, in which case the two parties must agree upon the termination
conditions, including the effective date and, in the case of partial termination, the
portion to be terminated;
15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass-
through Entity written notification setting forth the reasons for such termination,
the effective date, and, in the case of partial termination, the portion to be
terminated. However, if the Federal Awarding Agency or Pass-through Entity
determines in the case of partial termination that the reduced or modified portion
of the Federal Award or Subaward will not accomplish the purposes for which the
Federal Award was made, the Federal Awarding Agency or Pass-through Entity
may terminate the Federal Award in its entirety; or
15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination
provisions included in the Federal Award.
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EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES
Section 3(l) – No Federal government obligations to third-parties by use of a disclaimer
No Federal/State Government Commitment or Liability to Third Parties. Except as the Federal Government or
CDOT expressly consents in writing, the Subrecipient agrees that:
(1) The Federal Government or CDOT does not and shall not have any commitment or liability related to the
Underlying Agreement, to any Third party Participant at any tier, or to any other person or entity that is not
a party (FTA, CDOT or the Subrecipient) to the underlying Agreement, and
(2) Notwithstanding that the Federal Government or CDOT may have concurred in or approved any Solicitation
or Third party Agreement at any tier that may affect the underlying Agreement, the Federal Government and
CDOT does not and shall not have any commitment or liability to any Third Party Participant or other entity
or person that is not a party (FTA, CDOT, or the Subrecipient) to the underlying Agreement.
Section 4(f) – Program fraud and false or fraudulent statements and related acts
False or Fraudulent Statements or Claims.
(1) Civil Fraud. The Subrecipient acknowledges and agrees that:
(a) Federal laws, regulations, and requirements apply to itself and its Agreement, including the Program
Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq., and U.S. DOT regulations,
“Program Fraud Civil Remedies,” 49 CFR part 31.
(b) By executing the Agreement, the Subrecipient certifies and affirms to the Federal Government the
truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or
representation that the Subrecipient provides to the Federal Government and CDOT.
(c) The Federal Government and CDOT may impose the penalties of the Program Fraud Civil Remedies
Act of 1986, as amended, and other applicable penalties if the Subrecipient presents, submits, or makes
available any false, fictitious, or fraudulent information.
(2) Criminal Fraud. The Subrecipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal
Government to impose the penalties under 18 U.S.C. § 1001 if the Subrecipient provides a false, fictitious,
or fraudulent claim, statement, submission, certification, assurance, or representation in connection with a
federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law.
Section 9. Record Retention and Access to Sites of Performa nce.
(a) Types of Records. The Subrecipient agrees that it will retain, and will require its Third party Participants to retain,
complete and readily accessible records related in whole or in part to the underlying Agreement, including, but
not limited to, data, documents, reports, statistics, subagreements, leases, third party contracts, arrangements,
other third party agreements of any type, and supporting materials related to those records.
(b). Retention Period. The Subrecipient agrees to comply with the record retention requirements in the applicable U.S.
OT Common Rule. Records pertaining to its Award, the accompanying underlyingAgreement, and any
Amendments thereto must be retained from the day the underlying Agreement was signed by the authorized FTA
(or State) official through the course of the Award, the accompanying Agreement, and any Amendments thereto
until three years after the Subrecipient has submitted its last or final expenditure report, and other pending matters
are closed.
(c) Access to Recipient and Third party Participant Records. The Subrecipient agrees and assures that each
Subrecipient, if any, will agree to:
(1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit
records and information related to its Award, the accompanying Agreement, and any Amendments thereto to
the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, to the Comptroller
General of the United States, and the Comptroller General’s duly authorized representatives, and to the
Subrecipient and each of its Subrecipients,
(2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any
information related to its Award under the control of the Subrecipient or Third party Participant within books,
records, accounts, or other locations, and
(3) Otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the
applicable U.S. DOT Common Rules.
(d) Access to the Sites of Performance. The Subrecipient agrees to permit, and to require its Third party Participants
to permit, FTA and CDOT to have access to the sites of performance of its Award, the accompanying Agreement,
and any Amendments thereto, and to make site visits as needed in compliance with State and the U.S. DOT
Common Rules.
(e) Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of th e
Master Agreement.
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3(G) – Federal Changes
Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance .
The Subrecipient agrees to comply with all applicable federal requirements and federal guidance. All standards
or limits are minimum requirements when those standards or limits are included in the Recipient’s Agreement or
this Master Agreement. At the time the FTA Authorized Official (or CDOT) awards federal assistance to the
Subrecipient in support of the Agreement, the federal requirements and guidance that apply then may be mo dified
from time to time and will apply to the Subrecipient or the accompanying Agreement, except as FTA determines
otherwise in writing.
12 – Civil Rights
(c) Nondiscrimination – Title VI of the Civil Rights Act. The Subrecipient agrees to, and assures that each Third
party Participant, will:
(1) Prohibit discrimination on the basis of race, color, or national origin,
(2) Comply with:
(i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.;
(ii) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 CFR part 21; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332 ; and
(3) Follow:
(i) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal
Transit Administration Recipients,” to the extent consistent with applicable federal laws,
regulations, requirements, and guidance;
(ii) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 CFR § 50.3;
and
(iii) All other applicable federal guidance that may be issued.
(d) Equal Employment Opportunity.
(1) Federal Requirements and Guidance. The Subrecipient agrees to, and assures that each Third Party
Participant will prohibit discrimination on the basis of race, color, religion, sex, sexual orientation,
gender identity, or national origin, and:
(i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.;
(ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§
12101, et seq.;
(iii) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity”
September 24, 1965 (42 U.S.C. § 2000e note), as amended by any later Executive Order that amends
or supersedes it in part and is applicable to federal assistance programs;
(iv) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of th e
Master Agreement;
(v) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for
Federal Transit Administration Recipients;” and
(vi) Follow other federal guidance pertaining to EEO laws, regulations, and requirements .
(2). Specifics. The Subrecipient agrees to, and assures that each Third Party Participant will:
(i) Affirmative Action. Take affirmative action that includes, but is not limited to:
(A) Recruitment advertising, recruitment, and employment;
(B) Rates of pay and other forms of compensation;
(C) Selection for training, including apprenticeship, and upgrading; and
(D) Transfers, demotions, layoffs, and terminations; but
(ii) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian
Tribes under the definition of “Employer,” and
(3) Equal Employment Opportunity Requirements for Construction Activities . Comply, when undertaking
“construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:
(i) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor,” 41 CFR chapter 60; and
(ii) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September
24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or
supersedes it, referenced in 42 U.S.C. § 2000e note.
(h) Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal
prohibitions against discrimination on the basis of disability:
(1) Federal laws, including:
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(i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits
discrimination on the basis of disability in the administration of federally assisted Programs,
Projects, or activities;
(ii) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which
requires that accessible facilities and services be made available to individuals with disabilities:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply; but
(B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply
because it exempts Indian Tribes from the definition of “employer;”
(iii) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that
buildings and public accommodations be accessible to individuals with disabilities;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited
basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
(i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR
part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 CFR part 27;
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S.
DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles,” 36 CFR part 1192 and 49 CFR part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
CFR part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local
Government Services,” 28 CFR part 35;
(vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 CFR part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 CFR part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR part 64, Subpart F;
(ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
CFR part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR part 609;
(x) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xi) Other applicable federal civil rights and nondiscrimination regulations and guidance.
Incorporation of FTA Terms – 16.a.
(a) Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws , regulations,
and requirements in effect now or later that affect its third party procurements;
(2) To comply with the applicable U.S. DOT Common Rules; and
(3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contr acting
Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and
guidance.
Energy Conservation – 26.j
(a) Energy Conservation. The Subrecipient agrees to, and assures that its Subrecipients, will comply with the
mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and
Conservation Act, as amended, 42 U.S.C. § 6321 et seq., and perform an energy assessment for any building
constructed, reconstructed, or modified with federal assistance required under FTA regulations,
“Requirements for Energy Assessments,” 49 CFR part 622, subpart C.
Applicable to Awards exceeding $10,000
Section 11. Right of the Federal Government to Terminate.
(a) Justification. After providing written notice to the Subrecipient, the Subrecipient agrees that the Federal
Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the
Award if:
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(1) The Subrecipient has failed to make reasonable progress implementing the Award;
(2) The Federal Government determines that continuing to provide federal assistance to support the Award does
not adequately serve the purposes of the law authorizing the Award; or
(3) The Subrecipient has violated the terms of the Agreement, especially if that violation would endanger
substantial performance of the Agreement.
(b) Financial Implications. In general, termination of federal assistance for the Award will not invalidate obligations
properly incurred before the termination date to the extent that the obligations cannot be canceled. The Federal
Government may recover the federal assistance it has provided for the Award, including the federal assistance for
obligations properly incurred before the termina tion date, if it determines that the Subrecipient has misused its
federal assistance by failing to make adequate progress, failing to make appropriate use of the Project property,
or failing to comply with the Agreement, and require the Subrecipient to refund the entire amount or a lesser
amount, as the Federal Government may determine including obligations properly incurred before the termination
date.
(c) Expiration of the Period of Performance. Except for a Full Funding Grant Agreement, expiration of any period of
performance established for the Award does not, by itself, constitute an expiration or termination of the Award;
FTA may extend the period of performance to assure that each Formula Project or related activities and each
Project or related activities funded with “no year” funds can receive FTA assistance to the extent FTA deems
appropriate.
Applicable to Awards exceeding $25,000
From Section 4. Ethics.
(a) Debarment and Suspension. The Subrecipient agrees to the following:
(1) It will comply with the following requirements of 2 CFR part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR part 1200.
(2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and
1200.220) with any Third Party Participant that is, or whose principal is, suspended, debarred, or
otherwise excluded from participating in covered transactions, except as authorized by-
(i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR part 1200;
(ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Government-wide Debarment and
Suspension (Nonprocurement),” 2 CFR part 180; and
(iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or
suspended Subrecipients or Third Party Participants.
(3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal
Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR part 1200.
(4) It will that its Third Party Agreements contain provisions necessary to flow down these suspension and
debarment provisions to all lower tier covered transactions.
(5) If the Subrecipient suspends, debars, or takes any similar action against a Third Party Participant or
individual, the Subrecipient will provide immediate written notice to the:
(i) FTA Regional Counsel for the Region in which the Subrecipient is located or implements the
underlying Agreement,
(ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or
(iii) FTA Chief Counsel.
Applicable to Awards exceeding the simplified acquisition threshold ($100,000-see Note)
Note: Applicable when tangible property or construction will be acquired
Section 15. Preference for United States Products and Services.
Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA’s
U.S. domestic preference requirements and follow federal guidance, including:
Buy America. The domestic preference procure ment requirements of 49 U.S.C. § 5323(j), and FTA regulations,
“Buy America Requirements,” 49 CFR part 661, to the extent consistent with 49 U.S.C. § 5323(j).
Section 39. Disputes, Breaches, Defaults, and Litigation.
(a) FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or
disagreement involving the Award, the accompanying underlying Agreement, and any Amendments thereto
including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to
concur in any settlement or compromise.
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(b) Notification to FTA; Flow Down Requirement. If a current or prospective legal matter that may affect the
Federal Government emerges, the Subrecipient must promptly notify the FTA Chief Counseland FTA
Regional Counsel for the Region in which the Subrecipient is located. The Subrecipient must include a similar
notification requirement in its Third Party Agreements and must require each Third Party Participant to
include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered
transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.
(1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach,
default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in
any forum for any reason.
(2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s
interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the
Federal Government’s administration or enforcement of federal laws, regulations, and requirements.
(3) Additional Notice to U.S. DOT Inspector General. The Subrecipient must promptly notify the U.S. DOT
Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which
the Subrecipient is located, if the Subrecipient has knowledge of potential fraud, waste, or abuse
occurring on a Project receiving assistance from FTA. The notification provision applies if a person has
or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may
have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of
interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct
involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement
or another agreement between the Subrecipient and FTA, or an agreement involving a principal, officer,
employee, agent, or Third Party Participant of the Subrecipient. It also applies to subcontractors at any
tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or
civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal
indictment or civil complaint, or probable cause that could support a criminal indictment, or any other
credible information in the possession of the Subrecipient. In this paragraph, “promptly” means to refer
information without delay and without change. This notification provision applies to all divisions of the
Subrecipient, including divisions tasked with law enfo rcement or investigatory functions.
(c) Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any
proceeds recovered from any third party, based on the percentage of the federal share for the Agreement.
Notwithstanding the preceding sentence, the Subrecipient may return all liquidated damages it receives to its
Award Budget for its Agreement rather than return the federal share of those liquidated damages to the
Federal Government, provided that the Subrecipient receives FTA’s prior written concurrence.
(d) Enforcement. The Subrecipient must pursue its legal rights and remedies available under any third party
agreement, or any federal, state, or local law or regulation.
Applicable to Awards exceeding $100,000 by Statute
From Section 4. Ethics.
a. Lobbying Restrictions. The Subrecipient agrees that neither it nor any Third Party Participant will use federal
assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a
member of Congress, or officer or employee of Congress on matters that involve the underlying Agreement,
including any extension or modification, according to the following:
(1) Laws, Regulations, Requirements, and Guidance. This includes:
(i) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended;
(ii) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 CFR part 20, to the extent consistent with
31 U.S.C. § 1352, as amended; and
(iii) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal
assistance for any activity concerning legislation or appropriations designed to influence the U.S.
Congress or a state legislature; and
(2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such lobbying
activities described above may be undertaken through the Subrecipient’s or Subrecipient’s proper official
channels.
Section 26. Environmental Protections – Clean Air and Clean Water
(d) Other Environmental Federal Laws. The Subrecipient agrees to comply or facilitate compliance, and assures
that its Third Party Participants will comply or facilitate compliance, with all applicable federal laws,
regulations, and requirements, and will follow applicable guidance, including, but not limited to, the Clean
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Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the
Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource
Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act,
Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order No. 11988, as
amended, “Floodplain Management.”
Applicable with the Transfer of Property or Persons
Section 15. Preference for United States Products and Services.
Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA’s
U.S. domestic preference requirements and follow federal guidance, including:
(a) Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA
regulations, “Buy America Requirements,” 49 CFR part 661, to the extent consistent with 49 U.S.C. §
5323(j);
(c) Cargo Preference. Preference – Use of United States-Flag Vessels. The shipping requirements of 46 U.S.C.
§ 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 CFR
part 381; and
(d) Fly America. The air transportation requirements of Section 5 of the International Air Transportation Fair
Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services
Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 CFR §§ 301-10.131 –
301-10.143.
Applicable to Construction Activities
Section 24. Employee Protections.
a. Awards Involving Construction. The Subrecipient agrees to comply and assures that each Third Party Participant
will comply with all federal laws, regulations, and requirements providing protections for construction employees
involved in each Project or related activities with federal assistance provided thro ugh the underlying Agreement,
including the:
(1) Prevailing Wage Requirements of:
(i) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “Davis -Bacon Related Act”);
(ii) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147; and
(iii) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standa rds Act),” 29 CFR part 5.
(2) Wage and Hour Requirements of:
(i) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and
other relevant parts of that Act, 40 U.S.C. § 3701 et seq.; and
(ii) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR part 5.
(3) “Anti-Kickback” Prohibitions of:
(i) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874;
(ii) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145; and
(iii) U.S. DOL regulations, “Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States,” 29 CFR part 3.
(4) Construction Site Safety of:
(i) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and
other relevant parts of that Act, 40 U.S.C. § 3701 et seq.; and
(ii) U.S. DOL regulations, “Recording and Reporting Occupational Injuries and Illnesses,” 29 CFR part
1904; “Occupational Safety and Health Standards,” 29 CFR part 1910; and “Safety and Health
Regulations for Construction,” 29 CFR part 1926.
From Section 16
(n) Bonding. The Subrecipient agrees to comply with the following bonding requirements and restrictions as provided
in federal regulations and guidance:
(1) Construction. As provided in federal regulations and modified by FTA guidance, for each Project or related
activities implementing the Agreement that involve construction, it will provide bid guarantee bonds, contract
performance bonds, and payment bonds.
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(2) Activities Not Involving Construction. For each Project or related activities implementing the Agreement not
involving construction, the Subrecipient will not impose excessive bonding and will follow FTA guidance.
From Section 23
(b) Seismic Safety. The Subrecipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as
amended, 42 U.S.C. § 7701 et seq., and U.S. DOT regulations, “Seismic Safety,” 49 CFR part 41, specifically,
49 CFR § 41.117.
Section 12 Civil Rights D(3)
Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking
“construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:
(i.) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor,” 41 CFR chapter 60, and
(ii) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965,
42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends
or supersedes it, referenced in 42 U.S.C. § 2000e note.
Applicable to Nonconstruction Activities
From Section 24. Employee Protections
(b) Awards Not Involving Construction. The Subrecipient agrees to comply and assures that each Third Party
Participant will comply with all federal laws, regulations, and requirements providing wage and hour protections
for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as
amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL
regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract
Work Hours and Safety Standards Act),” 29 CFR part 5.
Applicable to Transit Operations
a. Public Transportation Employee Protective Arrangements . As a condition of award of federal assistance
appropriated or made available for FTA programs involving public transportation operations, the Subrecipient
agrees to comply and assures that each Third Party Participant will comply with the following employee protective
arrangements of 49 U.S.C. § 5333(b):
(1) U.S. DOL Certification. When its Awarded, the accompanying Agreement, or any Amendments thereto
involve public transportation operations and are supported with federal assistance appropriated or made
available for 49 U.S.C. §§ 5307 – 5312, 5316, 5318, 5323(a)(1), 5323(b), 5323(d), 5328, 5337, 5338(b),
or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal
Government, U.S. DOL must provide a certification of employee protective arrangements before FTA
may provide federal assistance for that Award. T he Subrecipient agrees that the certification issued by
U.S. DOL is a condition of the underlying Agreement and that the Subrecipient must comply with its
terms and conditions.
(2) Special Warranty. When its Agreement involves public transportation operations and is supported with
federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special
Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The
Subrecipient agrees that its U.S. DOL Special Warranty is a condition of the underlying Agreement and
the Subrecipient must comply with its terms and conditions.
(3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310. The
Subrecipient agrees, and assures that any Third Party Participant providing public transportation
operations will agree, that although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317,
FTA has determined that it was not “necessary or appropriat e” to apply the conditions of 49 U.S.C. §
5333(b) to any Subagreement participating in the program to provide public transportation for seniors
(elderly individuals) and individuals with disabilities, FTA reserves the right to make case-by- case
determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under
title 23, United States Code (flex funds), and make other exceptions as it deems appropriate.
Section 28. Charter Service.
(a) Prohibitions. The Recipient agrees that neither it nor any Third Party Participant involved in the Award will
engage in charter service, except as permitted under federal transit laws, specifically 49 U.S.C. § 5323(d), (g),
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and (r), FTA regulations, “Charter Service,” 49 CFR part 604, any other Federal Charter Service regulations,
federal requirements, or federal guidance.
(b) Exceptions. Apart from exceptions to the Charter Service restrictions in FTA’s Charter Service regulations, FTA
has established the following additional exceptions to those restrictions:
(1) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with federal assistance
appropriated or made available for 49 U.S.C. § 5307 to support a Job Access and Reverse Commute (JARC)-
type Project or related activities that would have been eligible for assistance under repealed 49 U.S.C. § 5316
in effect in Fiscal Year 2012 or a previous fiscal year, provided that the Subrecipient uses that federal
assistance for FTA program purposes only, and
(2) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with the federal
assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom -type Project or
related activities that would have been eligible for federal assistance under repealed 49 U.S.C. § 5317 in
effect in Fiscal Year 2012 or a previous fiscal year, provided the Subrecipient uses that federal assistance for
program purposes only.
(c) Violations. If it or any Third Party Participant engages in a pat tern of violations of FTA’s Charter Service
regulations, FTA may require corrective measures and remedies, including withholding an amount of federal
assistance as provided in FTA’s Charter Service regulations, 49 CFR part 604, appendix D, or barring it or the
Third Party Participant from receiving federal assistance provided in 49 U.S.C. chapter 53, 23 U.S.C. § 133, or
23 U.S.C. § 142.
Section 29. School Bus Operations.
(a) Prohibitions. The Subrecipient agrees that neither it nor any Third Party Particip ant that is participating in its
Award will engage in school bus operations exclusively for the transportation of students or school personnel in
competition with private school bus operators, except as permitted by federal transit laws, 49 U.S.C. § 5323(f) or
(g), FTA regulations, “School Bus Operations,” 49 CFR part 605, and any other applicable federal “School Bus
Operations” laws, regulations, federal requirements, or applicable federal guidance.
(b) Violations. If a Subrecipient or any Third Party Participant has operated school bus service in violation of FTA’s
School Bus laws, regulations, or requirements, FTA may require the Subrecipient or Third Party Participant to
take such remedial measures as FTA considers appropriate, or bar the Subrecipient or Third Party Participant
from receiving federal transit assistance.
From Section 35 Substance Abuse
c. Alcohol Misuse and Prohibited Drug Use.
(1) Requirements. The Subrecipient agrees to comply and assures that its Third Party Participants will comply
with:
(i) Federal transit laws, specifically 49 U.S.C. § 5331;
(ii) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49
CFR part 655; and
(iii) Applicable provisions of U.S. DOT regulations, “Procedures for Tra nsportation Workplace Drug and
Alcohol Testing Programs,” 49 CFR part 40.
(2) Remedies for Non-Compliance. The Subrecipient agrees that if FTA determines that the Subrecipient or a
Third Party Participant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49
CFR part 655, the Federal Transit Administrator may bar that Subrecipient or Third Party Participant from
receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive.
Applicable to Planning, Research, Development, and Documentation Projects
Section 17. Patent Rights.
a. General. The Subrecipient agrees that:
(1) Depending on the nature of the Agreement, the Federal Government may acquire patent rights when the
Subrecipient or Third Party Participant produces a patented or patentable invention, improvement, or
discovery;
(2) The Federal Government’s rights arise when the patent or patentable information is conceived or reduced to
practice with federal assistance provided through the underlying Agreement; or
(3) When a patent is issued or patented information becomes available as described in the preceding section
17(a)(2) of this Master Agreement, the Subrecipient will notify FTA immediately and provide a detailed
report satisfactory to FTA.
b. Federal Rights. The Subrecipient agrees that:
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(1) Its rights and responsibilities, and each Third Party Participant’s rights and responsibilities, in that federally
assisted invention, improvement, or discovery will be determined as provided in applicable federal laws,
regulations, requirements, and guidance, including any waiver thereof, and
(2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any
Third Party Participant as a large business, small business, state government, state instrumentality, local
government, Indian tribe, nonprofit organization, institution of higher education, or indi vidual, the
Subrecipient will transmit the Federal Government’s patent rights to FTA, as specified in 35 U.S.C. § 200 et
seq., and U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 CFR part
401.
c. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees
that license fees and royalties for patents, patent applications, and inventions produced with federal assistance
provided through the Agreement are program income and must be used in compliance with applicable federal
requirements.
Section 18. Rights in Data and Copyrights.
(a) Definition of “Subject Data.” As used in this section, “subject data” means recorded information whether or not
copyrighted, and that is delivered or specified to be delivered as required by the Agreement. Examples of “subject
data” include, but are not limited to computer software, standards, specifi cations, engineering drawings and
associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information,
but do not include financial reports, cost analyses, or other similar information used for performance or
administration of the underlying Agreement.
(b) General Federal Restrictions. The following restrictions apply to all subject data first produced in the
performance of the Agreement:
(1) Prohibitions. The Subrecipient may not publish or reproduce any subject data, in whole, in part, or in any
manner or form, or permit others to do so.
(2) Exceptions. The prohibitions do not apply to publications or reproductions for the Subrecipient’s own internal
use, an institution of higher learning, the portion of subject data that the Federal Government has previously
released or approved for release to the public, or the portion of data that has the Federal Government’s prior
written consent for release.
(c) Federal Rights in Data and Copyrights. The Subrecipient agrees that:
(1) General. It must provide a license to its “subject data” to the Federal Government that is royalty-free, non-
exclusive, and irrevocable. The Federal Government’s license must permit the Federal Government to
reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject
data provided those actions are taken for Federal Government purposes, and
(2) U.S. DOT Public Access Plan – Copyright License. The Subrecipient grants to U.S. DOT a worldwide, non-
exclusive, non-transferable, paid-up, royalty-free copyright license, including all rights under copyright, to
any and all Publications and Digital Data Sets as such terms are defined in the U.S. DOT Public Access plan,
resulting from scientific research funded either fully or partially by this funding agreement. The Subrecipient
herein acknowledges that the above copyright license grant is first in time to any and all other grants of a
copyright license to such Publications and/or Digital Data Sets, and that U.S. DOT shall have priority over
any other claim of exclusive copyright to the same.
(d) Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical Assistance,
and Special Studies Programs. In general, FTA’s purpose in providing federal assistance for a research,
development, demonstration, deployment, technical assistance, or special studies program is to increase
transportation knowledge, rather than limit the benefits of the Award to the Subrecipient and its Third Party
Participants. Therefore, the Subrecipient agrees that:
(1) Publicly Available Report. When an Award providing federal assistance for any of the programs described
above is completed, it must provide a report of the Agreement that FTA may publi sh or make available for
publication on the Internet.
(2) Other Reports. It must provide other reports related to the Award that FTA may request.
(3) Availability of Subject Data. FTA may make available its copyright license to the subject data, and a copy of
the subject data to any FTA Recipient or any Third Party Participant at any tier, except as the Federal
Government determines otherwise in writing.
(4) Identification of Information. It must identify clearly any specific confidential, privileged, or proprietary
information submitted to FTA.
(5) Incomplete. If the Award is not completed for any reason whatsoever, all data developed with federal
assistance for the Award becomes “subject data” and must be delivered as the Federal Government may
direct.
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(6) Exception. This section does not apply to an adaptation of any automatic data processing equipment or
program that is both for the Subrecipient’s use and acquired with FTA capital program assistance.
(e) License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees
that license fees and royalties for patents, patent applications, and inventions produced with federal assistance
provided through the Agreement are program income and must be used in compliance with federal applicable
requirements.
(f) Hold Harmless. Upon request by the Federal Government, the Subrecipient agrees that if it intentionally violates
any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from
any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify,
save, and hold harmless against any liability, including costs and expenses of the Federal Government’s officers,
employees, and agents acting within the scope of their official duties. The Subrecipient will not be required to
indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused
by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by
applicable state law.
(g) Restrictions on Access to Patent Rights. Nothing in this section of this Master Agreement (FTA MA(23))
pertaining to rights in data either implies a license to the Federal Government under any patent, or may be
construed to affect the scope of any license or other right otherwise granted to the Federal Government under any
patent.
(h) Data Developed Without Federal Assistance or Support. The Subrecipient agrees that in certain circumstances it
may need to provide to FTA data developed without any federal assistance or support. Nevertheless, this section
generally does not apply to data developed without federal assistance, even though that data may have been used
in connection with the Award. The Subrecipient agrees that the Federal Government will not be able to protect
data developed without federal assistance from unauthorized disclosure unless that data is clearly marked
“Proprietary,” or “Confidential.”
(i) Requirements to Release Data. The Subrecipient understands and agrees that the Federal Government may be
required to release data and information the Subrecipient submits to the Federal Government as required under:
(1). The Freedom of Information Act (FOIA), 5 U.S.C. § 552,
(2) The U.S. DOT Common Rules,
(3) U.S. DOT Public Access Plan, which provides that the Subrecipient agrees to satisfy the reporting and
compliance requirements as set forth in the U.S. DOT Public Access plan, including, but not limited to, the
submission and approval of a Data Management Plan, the use of Open Researcher and Contributor ID
(ORCID) numbers, the creation and maintenance of a Research Project record in the Transportation Research
Board’s (TRB) Research in Progress (RiP) database, and the timely and complete submission of all required
publications and associated digital data sets as such terms are defined in the DOT Public Access plan.
Additional information about how to comply with the requirements can be found at:
http://ntl.bts.gov/publicaccess/howtocomply.html, or
(4) Other federal laws, regulations, requirements, and guidance concerning access to records pertaining to the
Award, the accompanying Agreement, and any Amendments thereto.
Miscellaneous Special Requirements
From Section 12. Civil Rights.
(e) Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws, regulations, or
requirements, the Subrecipient agrees to facilitate, and assures that each Third Party Participant will facilitate,
participation by small business concerns owned and controlled by socially and economically disadvantaged
individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Agreement as follows:
(1) Statutory and Regulatory Requirements. The Subrecipient agrees to comply with:
(i) Section 11101(e) of IIJA;
(ii) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs,” 49 CFR part 26; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement.
(2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating assistance and
that will award prime third party contracts exceeding $250,000 the requirements of 49 CFR part 26.
(3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that:
(i) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted
transit vehicle procurements, must certify that it has complied with the requirements of 49 CFR part 26;
and
(ii) Reporting TVM Awards. Within 30 days of any third party contract award for a vehicle purchase, the
Subrecipient must submit to FTA the name of the TVM contractor and the total dollar value of the third
party contract, and notify FTA that this information has been attached to FTA’s electronic award
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management system. The Subrecipient must also submit additional notifications if options are exercised
in subsequent years to ensure that the TVM is still in good standing.
(4) Assurance. As required by 49 CFR § 26.13(a):
(i) Recipient Assurance. The Subrecipient agrees and assures that:
(A) It must not discriminate on the basis of race, color, national origin, or sex in the award and
performance of any FTA or U.S. DOT-assisted contract, or in the administration of its DBE program
or the requirements of 49 CFR part 26;
(B) It must take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination
in the award and administration of U.S. DOT-assisted contracts;
(C) Its DBE program, as required under 49 CFR part 26 and as approved by U.S. DOT, is incorporated
by reference and made part of the Underlying Agreement; and
(D) Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry
out its terms shall be treated as a violation of this Master Agreement.
(ii) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance . The Subrecipient agrees and
assures that it will include the following assurance in each subagreement and third party contract it signs
with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its
Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following
assurance in every subagreement and third party contract it signs:
(A) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not
discriminate on the basis of race, color, national origin, or sex in the award and performance of any
FTA or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as
applicable, and the administration of its DBE program or the requirements of 49 CFR part 26;
(B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all
necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and
administration of U.S. DOT-assisted subagreements, third party contracts, and third party
subcontracts, as applicable;
(C) Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to
carry out the requirements of subparagraph 12.e(4)(b) (of FTA MA(23)) is a material breach of their
subagreement, third party contract, or third party subcontract, as applicable; and
(D) The following remedies, or such other remedy as the Subrecipient deems appropriate, include, but
are not limited to, withholding monthly progress payments; assessing sanctions; liq uidated damages;
and/or disqualifying the Subrecipient, Third Party Contractor, or Third Party Subcontractor from
future bidding as non-responsible.
(5) Remedies. Upon notification to the Subrecipient of its failure to carry out its approved program, FTA or U.S.
DOT may impose sanctions as provided for under 49 CFR part 26, and, in appropriate cases, refer the matter
for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of
1986, 31 U.S.C. § 3801 et seq.
From Section 12. Civil Rights.
(h) Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal
prohibitions against discrimination on the basis of disability:
(1) Federal laws, including:
(i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits
discrimination on the basis of disability in the administration of federally assisted Programs,
Projects, or activities;
(ii) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which
requires that accessible facilities and services be made available to individuals with disabilities:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply,;but
(B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply
because it exempts Indian Tribes from the definition of “employer;”
(iii) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that
buildings and public accommodations be accessible to individuals with disabilities;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited
basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements perta ining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance, including:
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(i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR
part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,” 49 CFR part 27;
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S.
DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles,” 36 CFR part 1192 and 49 CFR part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49
CFR part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government
Services,” 28 CFR part 35;
(vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations
and in Commercial Facilities,” 28 CFR part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,” 29 CFR part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay
Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR part 64,
Subpart F;
(ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36
CFR part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR part 609,
(xi) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xii) Other applicable federal civil rights and nondiscrimination regulations and guidance .
Section 16. Procurement.
(a) Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and
requirements in effect now or later that affect its third party procurements;
(2) To comply with the applicable U.S. DOT Common Rules; and
(3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting
Guidance,” to the extent consistent with applicable federal laws, regulations, requirement s, and guidance.
State Requirements
Section 37. Special Notification Requirements for States.
(a) Types of Information. To the extent required under federal law, the State, agrees to provide the following
information about federal assistance awarded for its State Program, Project, or related activities:
(1) The Identification of FTA as the federal agency providing the federal assistance for a State Program or
Project;
(2) The Catalog of Federal Domestic Assistance Number of the program from which the federa l assistance for a
State Program or Project is authorized; and
(3) The amount of federal assistance FTA has provided for a State Program or Project.
(b) Documents. The State agrees to provide the information required under this provision in the following documents:
(1) applications for federal assistance, (2) requests for proposals, or solicitations, (3) forms, (4) notifications, (5)
press releases, and (6) other publications.
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EXHIBIT E, VERIFICATION OF PAYMENT
This checklist is to assist the Subrecipient in preparation of its billing packets to State. This checklist
is provided as guidance and is subject to change by State. State shall provide notice of any such
changes to Subrecipient. All items may not apply to your particular entity. State’s goal is to
reimburse Subrecipients as quickly as possible and a well organized and complete billing packet
helps to expedite payment.
Verification of Payment –
General Ledger Report must have the following:
Identify check number or EFT number;
If no check number is available, submit Accounts Payable Distribution report with the
General Ledger;
In-Kind (must be pre-approved by State) and/or cash match;
Date of the report;
Accounting period;
Current period transactions; and
Account coding for all incurred expenditures.
If no General Ledger Report, all of the following are acceptable :
copies of checks;
check registers; and
paycheck stub showing payment number, the amount paid, the check number or
electronic funds transfer (EFT), and the date paid.
State needs to ensure that expenditures incurred by the local agencies have been paid by
Party before State is invoiced by Party.
Payment amounts should match the amount requested on the reimbursement. Additional
explanation and documentation is required for any variances.
In-Kind or Cash Match – If an entity wishes to use these types of match, they must be
approved by State prior to any Work taking place.
If in-kind or cash match is being used for the Local Match, the in-kind or cash match
portion of the project must be included in the project application and the statement of work
attached to the Agreement or purchase order. FTA does not require pre-approval of in-kind
or cash match, but State does.
General ledger must also show the in-kind and/or cash match.
Indirect costs – If an entity wishes to use indirect costs, the rate must be approved by State
prior to applying it to the reimbursements.
If indirect costs are being requested, an approved indirect letter from State or your
cognizant agency for indirect costs, as defined in 2 CCR §200. 19, must be provided. The
letter must state what indirect costs are allowed, the approved rate and the time period for
the approval. The indirect cost plan must be reconciled annually and an updated letter
submitted each year thereafter.
Fringe Benefits- Considered part of the Indirect Cost Rate and must be reviewed and
approved prior to including these costs in the reimbursements.
Submit an approval letter from the cognizant agency for indirect costs, as defined in 2 CCR
§200. 19, that verifies fringe benefit, or
Submit the following fringe benefit rate proposal package to State Audit Division:
Copy of Financial Statement;
Personnel Cost Worksheet;
State of Employee Benefits; and
Cost Policy Statement.
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AGENDA ITEM NO. 4.6
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Beth Markham, Environmental Sustainability
ITEM TYPE:Contract Award
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Contract Award to Drop Mobility for the Shift Bike Regional
Electric Bike Share Program
SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form
approved by the Town Attorney, with Drop Mobility for Shift Bike
Regional Electric Bike Share Program in an amount not to exceed
$$156,000.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
E-Bike Share Contract Memo 020425 final
94
To:Vail Town Council
From:Environmental Sustainability Department
Date:February 4, 2025
Subject:Regional Electric Bike Share Program Contract
I.Purpose
The purpose of this memo is to request the Vail Town Council to award the regional electric bike
share contract to Drop Bike, DBA Drop Mobility in the amount not to exceed $156,000 for the 2025
Shift Bike regional electric bike share program.
II.Background
Shift Bike, the regional electric bike (e-bike) share program provided by Drop Mobility launched in
2022 with 90 e-bikes and 15 stations in Vail, EagleVail, and Avon. The program was expanded by
40% in 2023 to 155 e-bikes and 33 stations extending from East Vail to West Edwards and the
system size remained the same in 2024. The Vail Town Council allocated $175,000 in the 2025
budget to launch the fourth year of the regional electric bike share program in collaboration with
Town of Avon, EagleVail Metro District, Edwards Metro District, and Eagle County Government.
The Shift Bike system continues to see great success and has increased ridership year over year. In
2024 there was a 73.4% increase in ridership over 2023 with the same system size. Ridership
numbers and related statistics from each year of the program are provided in Chart 1.
Shift Bike 2022 2023 2024
# e-bikes 90 155 155
# stations 20 33 33
Total # of Rides 7,393 10,330 17,960
Total Miles Ridden 21,735 33,600 58,620
Average Ride Duration - min 30.1 22.9 20.8
Average Ride Distance - miles 2.94 3.25 3.26
GHG emissions reduced - metric tons CO2e 8.68 12.19 21.37
Chart 1: Shift Bike Statistics Year Over Year
The 2025 Shift Bike system size will remain the same as it was in 2024. However, the total budget
from Drop Mobility for the system in 2025 is $331,400, which is less than the $428,150 budget in
2024. Cost savings are due to the 90 e-bikes deployed in the inaugural year being paid off after
three years lowering the annual leasing cost for each of those bikes to $250/season fee rather than
$175/bike/month as in previous contracts. The initial partner communities of Town of Vail, Town of
95
Town of Vail Page 2
Avon and EagleVail Metro District will recognize the cost savings based on the proportion of their
initial contribution in 2022. The remaining 65 e-bikes will be paid off in 2026 and cost reductions will
be recognized by all current partners.
Each partner community will contribute the following amount for 2025:
Vail (52.2%)- $155,891
Avon (22.6%)- $77,336
EagleVail (9%)- $28,997
Eagle County Government (11.7%)- $50,000
Edwards Metro District (4.5%)- $19,176
Total 2025 Cost: $331,400
The 2025 contract includes 155 e-bikes and 33 hub stations throughout Vail, EagleVail, Avon and
Edwards. Hardware will be distributed proportionately to funding allocations per community. Vail will
again receive 81 e-bikes and 16 stations, Avon 35 e-bikes and 9 stations, EagleVail 14 e-bikes and
3 stations, and Edwards 25 e-bikes and 5 stations. The budget also includes:
deployment,
hardware: bikes, racks, wayfinder signage, spare batteries, tools, and spare parts,
software customization: including website, mobile app, and dashboard
software platform fees: dashboard, app and website maintenance, hosting, data fees, GPS,
etc.
all operations by a local team: including maintenance, daily rebalancing, charging via
swappable batteries, customer service, leasing and running local maintenance shop (or
partnering with existing local bike shop), labor costs
administrative costs,
off-season storage at the Avon warehouse,
marketing and community outreach, including a part time local marketing staff person.
In Vail, hub stations will be located at: Ellefson Park, Intermountain Pocket Park, West Vail Mall bus
stop, Glacier Court Bus Stop, top of Buffehr Creek Rd, Timber Ridge, Middle Creek, Donovan Park,
Simba Run bus stop, Lionshead Transit Center, Vail Public Library parking lot, Vail Village Transit
Center, Ford Park, Booth Lake trailhead, Pitkin Creek bus stop, and Bighorn Park.
The pricing structure will also be evaluated and revised if necessary to reflect community needs. In
2024, every rider received the first ride free up to 30 minutes. The Pay As You Go rate was $3 to
unlock the bike and included the first 30 minutes of ride time with $0.40/minute after. Locals only
memberships were $100 for the season or $25 per month and included 60 minutes of ride time daily
and $0.15/minute thereafter. An early bird membership rate of $75 for a season membership will be
available in April. Locals are defined as living, working, or owning property in Eagle County. The
equity membership is $25 for the season and includes 60 minutes of ride time daily and $0.05/min
thereafter. There is no unlock fee on the memberships. The equity membership will include senior
citizens and people with disabilities. Staff will continue to work with Drop Mobility to provide outreach
to local bike shops and education and outreach to users on the differences between e-bike share
programs (commuting, shorter rides) and e-bike rental programs (longer excursions, multi-day
usage, recreation, etc.).
A warehouse in Avon is secured as the base for Shift Bike operations for the 2025 season and an
Eagle County based operations team will be hired to operate and maintain the system. The Drop
Mobility team secured an electric van to use for day-to-day operations including re-balancing of
bikes, battery swaps, and maintenance to ensure operations are also in line with greenhouse gas
reduction goals of the program.
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Town of Vail Page 3
The website and mobile app are both available in Spanish and a dashboard is available on the
website to show near real-time data for system usage, including miles ridden, number of trips taken,
greenhouse gas emissions reduced, and calories burned. How-to videos were created and are
available on the Shift Bike Instagram page. These will be added to the mobile app and website this
year. The marketing efforts in 2025 will include a pre-season campaign in the early spring with an
early bird rate on memberships and a membership giveaway. A helmet giveaway program in
partnership with Vail Health will continue in 2025. On-going marketing will be enhanced throughout
the duration of the operating season with a part-time locally based marketing person hired by Drop
Mobility to collect content for social media, provide on the ground education and outreach at hub
stations and local events, and improve overall marketing efforts.
Drop Mobility will conduct outreach to secure sponsors for any potential system expansion.
Sponsorships may also reduce the cost to the partner communities. Weather pending, the e-bike
share program will launch May 1
st and run through October 31, 2025.
III. Action Requested of Council
Staff requests the Vail Town Council direct the Town Manager to enter into an agreement in a form
approved by the town attorney with Drop Bike, DBA Drop Mobility in amount not to exceed $156,000
for the execution of the Shift Bike Regional Electric Bike Share Program in 2025.
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AGENDA ITEM NO. 4.7
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Martha Anderson, Housing
ITEM TYPE:Contract Award
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Contract Award to Economic Planning Systems Inc. for
Residential Linkage Fee Nexus Study
SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form
approved by the Town Attorney, with Economic Planning Systems Inc.
for Residential Linkage Fee Nexus Study, in an amount not to exceed
$58,450.00.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Memo EPS Contract 02-04-2025
98
To: Vail Town Council
From: Jason Dietz, Housing Director
Missy Johnson, Housing Coordinator
Date: February 2, 2025
Subject: Contract Approval for Economic Planning Systems, Inc. (EPS) Residential Linkage Fee
Nexus Study
1. SUMMARY
The purpose of this action item is to request Town Council’s approval to execute an agreement
with Economic Planning Systems, Inc. (EPS), in conjunction with RRC Associates (RRC), to
work with the Town on a Residential Linkage Fee Nexus Study. The purpose of a program like
this is to enable the Town to apply mitigation standards to all residential, construction, including
new development, redevelopment, and additions.
2. BACKGROUND
On September 13, 2024, the Town of Vail executed an agreement with the Department of Local
Affairs (DOLA) after being awarded with $208,000.00 through a Land Planning Capacity Grant.
The Town is responsible for matching 20% of costs associated with the increasing the capacity
of the Town’s planning departments. The total project cost is up to $260,000.00 with 80% of that
to be reimbursed to the Town, up to $208,000.00. This leaves $52,000.00 to be matched by the
Town.
A portion of the LPC funding is to achieve a Residential Fee Nexus Study. The Town received
one proposal to meet the January 6th deadline in response to the RFP. Staff proposes to retain
EPS to Economic & Planning Systems (EPS) in conjunction with RRC Associates (RRC) for
them to quantify the demand for labor generated by construction of residential development as
well as the operations and maintenance of these homes. The initiative is aimed at achieving
Proposition 123 compliance and to generally advance affordable housing goals in Vail,
Colorado.
The contract is for time and materials not to exceed $58,450.00 in 2025. The project aligns with
the initiatives of DOLA’s LPC Grant of which the Town will be responsible for 20% of the
contracted amount, or $11,690.00, and $46,760.00 will be reimbursed to the Town through the
LPC grant.
3. ACTION REQUESTED OF COUNCIL
Authorize the Town Manager to enter into an agreement with EPS, Inc., in a form approved by
the Town Attorney for an amount of, and not to exceed $58,450.00.
99
AGENDA ITEM NO. 4.8
Item Cover Page
DATE:February 4, 2025
SUBMITTED BY:Greg Hall, Public Works
ITEM TYPE:Contract Award
AGENDA SECTION:Consent Agenda (6:10pm)
SUBJECT:Contract Award to J.R. Harris & Company for Parking Structure
High-Priority Projects Design
SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form
approved by the Town Attorney, with J.R. Harris & Company for
parking structure high-priority projects design in an amount not to
exceed $98,000.00.
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
Council Memo 2-4-25 JRHARRIS
100
To:Town Council
From:Public Works Department
Date:February 4, 2025
Subject:Contract Award for Engineering for Structural Repairs to JR Harris
I.SUMMARY
The purpose of this item is to award a contract to JR Harris to perform construction
design documents for the high priority improvements in an amount of $ 98,000.00
II.BACKGROUND
The Town of Vail has completed a structural assessment of the two parking structures
by JR Harris. The town will need engineered designs to construct the repairs. JR Harris
has been performing assessments and designs for the structural repairs of the parking
structures over the last 30 years. The design would be for the High Priority projects
identified in the structural assessments to be constructed, if possible, over the next two
years. The estimated value of the construction work is $ 2.460,000.The contract for the
design would be $ 98,000.00.
III.ACTION REQUESTED
Authorize the Town Manager to enter into a contract in a form approved by the Town
Attorney with JR Harris in an amount not to exceed $98,000 for the design of the high
priority projects identified in the recently completed structural assessment studies for
the two parking structures.
101
AGENDA ITEM NO. 5.1
Item Cover Page
DATE:February 4, 2025
TIME:90 min.
SUBMITTED BY:Stephanie Bibbens, Finance
ITEM TYPE:Ordinance
AGENDA SECTION:Public Hearings (6:10pm)
SUBJECT:Ordinance No. 24, Series of 2024, Second Reading, An Ordinance
Amending Chapter 4-14 of the Vail Town Code to Establish
Regulatory Fees for Short-Term Rentals (6:10pm)
SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 24,
Series of 2024 upon second reading.
PRESENTER(S):Carlie Smith, Finance Director
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
250121 STR Fee Ordinance 24 2024 Memo 2nd
213137- STR Fee Technical Memo 5-12-22
STR_Fee-O011625
012125 STR 2nd reading powerpoint
02042025 STR Excise Tax
STR Public Comment
102
1
TO: Town Council
FROM: Finance Department
DATE: January 21, 2025
SUBJECT: Ordinance 24, Series of 2024 2nd Reading: Short-term Rental Impact Fee
I. BACKGROUND
At the January 21st Council meeting, the Council tabled the second reading of Ordinance 2024,
Series 2024. The proposed fee is supported by a solid nexus study conducted by EPS, and several
other communities have adopted similar fees based on comparable studies. However, given the
contentious climate surrounding short-term rentals, the fee will likely be legally challenged. Given
this, town staff has also brought forward information on an excise tax for STRs, which is included in
an attached PowerPoint.
Should Council not pass tonight’s 2nd reading of Ordinance 24, Series of 2024, the Ordinance will
not proceed.
Repeated from the January 21st Council meeting.
Earlier this year, the Council requested an update on short-term rentals and asked staff to review
the town's STR (short-term rental) regulations. On November 5th, the Council received a STR
presentation, which included:
• Total number of current STR licensed properties by zone and property type in the town
• Various approaches to regulating STRs, including zoning regulations (such as caps),
ownership duration requirements, and increased fees
• A summary of the STR nexus study that was completed in 2022 supporting an STR impact
fee to fund housing initiatives
• Peer community STR regulations and dedicated housing revenues
• A request for Council to define their goals for the STR program in order to guide
recommendations for future change.
During that meeting, the Council supported an increase in STR fees as a way to financially support
community housing projects and programs rather than manage them with zoning, limits, or
ownership time requirements. A study conducted by RRC Associates and Economic Planning
Systems (EPS) supported an impact fee.
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2
II. STR ORDINANCE AMENDMENTS
Ordinance 24 Series of 2024 amends the town’s code to establish an annual impact fee of $1,200
per bedroom for short-term rental licenses. This fee, based on the 2022 nexus study, would apply
uniformly to all short-term rentals and would be allocated to support community housing projects
and programs. A $1,200 per bedroom impact fee is anticipated to generate an estimated $7.2M
annually from approximately 2,616 short-term rental properties located within Town of Vail
boundaries. This impact fee differs from the Town’s current fee ($50 for 24/7 on-site managed and
$250 for offsite managed) which is based only on administrative costs. The existing administrative
fee, designed to cover ongoing program expenses such as staffing, software, and other operational
costs, will remain unchanged. This fee will be increased annually by the lesser of 3% or the
Denver- Aurora- Lakewood Consumer Price Index and will go into effect on June 30th, 2025, with
June 30th becoming the new license renewal date, previously February 28th.
The ordinance also includes a primary residence exemption, which exempts primary residences
from the impact fee for those who rent for fewer than 30 cumulative days. This exemption allows
primary residents to rent their homes during specific times of the year while still addressing cases
where primary residents STR a lock-off unit or bedroom for longer periods. Primary residents would
still be required to pay the current administrative fee. Additionally, staff has proposed an exemption
for developments currently within the town’s development process and have received final
approvals from the PEC and design review board. These developments will be exempt from the
new impact fee for up to one year after receiving their certificate of occupancy.
Ordinance 24 also includes a $115 fee for STRs that schedule their life safety inspection and then
fail to appear at the inspection.
III. STR STUDY SUPPORTING FEE
During 2021 and 2022, the Town contracted with RRC Associates and Economic Planning
Systems (EPS) to perform a comprehensive study of the Vail short-term rental market with the goal
of determining the impact of STRs on the local housing market. The study looked at the STRs by
business license zone, zone district, neighborhood, and property characteristics (bedroom count,
property type), and property usage. The study results suggested that the increased number of
STRs Vail has experienced in recent years has had a modest impact on the overall local owner
and renter-occupied housing inventories. The study also indicated that Vail has one of the highest
proportions of vacant housing units in the State, which could possibly help explain the reason for
only a modest increase in STRs.
To coincide with the comprehensive study, EPS conducted a nexus study that
demonstrated how STRs drive an increased demand for additional employees to support
the spending generated by the STR bed base and, therefore, increase the housing needed
for those employees to live. Specifically, the study found that for every 1,000 accommodation
units, visitor spending generates a demand for 3,208 jobs across all industries in the town. This
translates to a need for 2,673 employees in 1,445 households. Of 1,445 households, 1,426
households are compensated below the income required to afford market-rate housing, which the
study identifies as 200% of AMI. To make up that gap, the analysis supported a maximum STR fee
per bedroom of $5,912. The gap calculation applied a 40% occupancy rate and went on to exclude
housing and employee needs based on local spending. An important point to emphasize is that the
study did not find that the STRs are causing the affordability gap. The affordability gap is assumed
to result from a resort town environment with lower worker wages combined with a scarcity of
housing in a desirable housing market.
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3
The study indicates that STRs offering hotel or resort-type amenities, as well as those
located in residential neighborhoods, both have similar demands on employee housing.
Therefore, it advocates for a uniform fee applicable to all types and locations of STRs. The
Town’s legal counsel has also advised implementing an impact fee would need to be uniform fee
across all STR properties in both Zone 1 and Zone 2, including condo-hotels with 24/7 onsite
management and fractional units. Having a non-uniform fee could lead to potential litigation.
EPS has conducted an initial analysis to update the study and has confirmed that the previously
identified gap has increased. The town will engage EPS and RRC to update the study formally.
The study completed in 2022 is attached.
IV. ACTION REQUESTED OF COUNCIL
Approve, approve with amendments to deny Ordinance 24, Series of 2024?
105
213137- STR Fee Technical Memo 5-12-22
M EMORANDUM
To: Kathleen Halloran, Finance Director, Town of Vail
From: Andrew Knudtsen and Rachel Shindman, Economic &
Planning Systems
Subject: Short Term Rental Fee Analysis; EPS #213137
Date: May 12, 2022
This technical memorandum summarizes the study supporting a
fee program to be applied to short term accommodation unit (short
term rental or “STR”) licensees in the Town of Vail. Economic &
Planning Systems (EPS) was retained by the Town of Vail to
determine a reasonable fee for this program. The analysis
demonstrates a reasonable relationship between guest spending
from STRs in the town and the demand for housing. The study
uses economic impact techniques to quantify the relationships
between guest spending when staying in STRs and the number of
jobs and employee-households supported in the local economy by
that spending.
Guests staying in STRs spend money in the local economy. This
spending is primarily in the retail, food and beverage, and recreation
industries, and in turn creates local jobs. These jobs generate
demand for households, which then seek housing units. Many of the
jobs created are at wage levels that do not pay enough for
employees to afford market rate housing in the town. The basis of
this fee is therefore the gap between what employees can afford and
the cost to purchase a home in the Town of Vail.
The calculation also accounts for the possibility that a home used as
an STR could be occupied by a local resident, and the fee is further
based on the difference between the impact of guest spending in the
local economy and the baseline impact of local resident spending.
Rationale
This regulatory fee is needed to support the local labor force and
Town housing programs that sustain the tourism economy in Vail.
Without an adequate supply of housing and housing support
programs, the Town risks losing some of its labor supply that is
essential to the businesses in which STR guests spend money
during their stay. This is important, as tourism is a primary
element of the Town’s economic base.
EXHIBIT A
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If businesses do not have an adequate labor force and if workers do not have adequate
housing, the guest experience and the Town’s economy are likely to degrade.
STR owners or hosts will pay an annual licensing fee under this program. The fee payers
receive benefits through investment by the Town in housing for the workforce needed to
sustain the visitor economy. STR owners and operators are likely to benefit from the
supply of labor and from investments the Town will make using the fee revenue on
housing for the local workforce. Having more housing options for the local workforce is
also likely to benefit the fee payers in better customer service through increased
employee retention and reduced employee turnover.
Methodology
This analysis uses a jobs-housing economic impact model to quantify the jobs and
households supported by guest spending in STRs. The analysis begins by quantifying the
jobs supported by spending. Next, several analytical steps are taken to translate the
supported jobs to employees and employee-households (where a household is a group of
people, related or unrelated, living in one occupied dwelling unit).
The IMPLAN model (Impact Analysis for Planning) was used to estimate the relationships
between spending and jobs supported. IMPLAN was developed by the Bureau of Land
Management, U.S. Forest Service, and the University of Minnesota and is widely used by
state and federal agencies, academic researchers, and local economic development
organizations to evaluate the economic impacts of proposed policies, new industries, and
land use changes.
The conversion of jobs (from IMPLAN) to employee households uses analytical techniques
commonly used in housing economics and affordable housing studies as discussed further
in the body of this memorandum.
Data Sources
Analysis inputs come from the following sources:
• Accommodation inventory: Town of Vail (number of units, number of bedrooms,
average number of bedrooms per unit)
• STR occupancy rates: Inntopia
• Guest spending: Vail Lodging Guest Survey, 2017-2019 (RRC Associates)
• Home prices: Multiple Listing Service (MLS)
• Wages by Occupation: Bureau of Labor Statistics (BLS)
• Median household income: U.S. Census (ACS 5-year estimates, Town of Vail)
• Jobs per employee: 2016 Vail Employer Survey Results (RRC Associates)
• Employees per household: U.S. Census (ACS 5-year estimates, Town of Vail)
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Economic & Planning Systems, Inc.
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Guest Spending Analysis
• Guest spending – Guest spending was modeled on the average expenditure across
all accommodation types, with data inputs from the Vail Lodging Guest Survey
averaged over the 2017 to 2019 time period (RRC Associates). The survey data
provides per unit expenditures by type; based on this data, expenditures average
$898 per unit per day, including $428 on food and beverage, $300 on retail/shopping,
and $170 on entertainment and recreation.
• Jobs supported by industry – The spending associated with guests is applied to the
IMPLAN model as an “industry output” event for the three affected industries (NAICS
72 – Accommodation and Food Services, NAICS 44-45 – Retail Trade, and NAICS 71
– Arts, Entertainment, and Recreation). IMPLAN applies industry expenditure flows
through its input-output model and estimates the spending and jobs supported in the
20 major industries in the North American Industry Classification System (NAICS).
• Jobs to employees (multiple job holder adjustment) – An adjustment is made
to acknowledge that many employees have more than one job, such as two part time
jobs or a full time and a part time job. So as not to overestimate the number of
employees supported, the number of jobs is reduced using a factor of 1.20 jobs per
employee. This factor is specific to the Town of Vail, as reported in the 2016 Vail
Employer Survey Results report (RRC Associates).
• Employees by industry to occupations and wages – A NAICS industry contains a
wide range of job types and wage ranges. For example, a worker in the retail NAICS
sector could be an accountant (for the retailer) or retail showroom employee. The
range of wages and occupations supported is better represented by the 21 Standard
Occupational Classifications defined by the Bureau of Labor Statistics (BLS). The
National Industry by Occupation Matrix published by the BLS provides the estimated
distribution of occupations and wages for each NAICS category. The results from the
IMPLAN analysis are applied to the Industry by Occupation Matrix to estimate the
number of jobs by wage level supported.
• Household formation – A final adjustment is made to account for the fact that
many households have more than one earner. This adjustment has the effect of
raising the collective income of the employees within a household, thus increasing the
amount the employee-household can pay for housing and reducing the gap between
their ability to pay and the cost of housing. In the Town of Vail, there are an average
of 1.85 earners per household (US Census ACS 5-Year estimates). In this analysis,
the first earner earns the wage derived from the economic impact analysis and
allocation to occupations. The “second” 0.85 earner is assumed to earn 0.85
multiplied by average wage in the industry of the primary earner.
• Tabulation of households by income range – The last step involves counting the
number of households supported by income range, expressed as a percentage of Area
Median Income (AMI). Given the breadth of need addressed by housing programs and
policies in the Town of Vail, all households earning up to 200 percent of AMI are
included for this analysis. The AMI definitions are based on the Colorado Housing and
Finance Authority (CHFA) 2020 income limits for Eagle County.
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Local Resident Household Analysis
The last component of the analysis involves isolating the difference between guest
spending and local resident household spending. To do this, the same steps outlined
above are undertaken for a resident household earning the local median income of
$89,987 (as reported in the U.S. Census ACS 2019 data for Vail) to document the jobs
supported from household spending in the economy.
This household income is input to the IMPLAN model, which applies an expenditure profile
(including savings) specific to the household income range. The model then estimates the
spending and jobs supported in the 20 major NAICS industries. The same steps to
determine need by AMI range are completed, and this housing need is then subtracted
from that of guest spending, resulting in the needs associated with guest spending above
those of a local resident household.
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Page | 5
Analysis
Guest Spending
Guest spending was modeled on the average per-unit expenditure across all
accommodation types, with data inputs from the Vail Lodging Guest Survey averaged over
the 2017 to 2019 time period (RRC Associates). Within the IMPLAN model 1,000
accommodation units were modeled in order to establish an appropriate scale of analysis.
Per unit and per bedroom adjustments are made later in the model to calibrate the fee.
As shown in Table 1, with an average daily spending rate of $898 per unit per day,
1,000 units results in total annual spending of $327.9 million. Note that at this point in
the analysis 100 percent occupancy (365 days of spending) is used. The average annual
occupancy rate adjustment is applied later in the analysis.
Table 1. Guest Spending
Description Factors
Guest Spending -
All
Program
Units 1,000
Guest Spending (per unit per day)
Food & beverage $428
Retail/shopping $300
Entertainment/recreational activities $170
Total $898
Annual Guest Spending (per unit per year)
Food & beverage 365 days (100% occ.)$156,233
Retail/shopping 365 days (100% occ.)$109,539
Entertainment/recreational activities 365 days (100% occ.)$62,144
Total $327,916
Total Guest Spending
Food & beverage 1,000 units $156,233,398
Retail/shopping 1,000 units $109,538,597
Entertainment/recreational activities 1,000 units $62,143,716
Total $327,915,711
Source: RRC Associates; Economic & Planning Systems
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Memorandum: Short Term Rental Fee Analysis
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Jobs, Employees, and Households
As shown in Table 2, the spending associated with 1,000 accommodation units supports
3,208.15 jobs. The industries with the most jobs are those with direct spending impacts –
specifically accommodation and food services; arts, entertainment and recreation; and
retail.
Following total jobs, the next step is to translate jobs to employees. In today’s economy
it is common for people to hold more than one job. To step down from jobs to employees,
jobs are divided by a factor of 1.20 jobs per employee. As shown in Table 2, the
3,208.15 jobs supported by 1,000 accommodation units results in 2,673.46 employees
after the adjustment for multiple job holders.
Table 2. Jobs and Employees by Industry Supported from Guest Spending
Guest Spending
Description
Jobs by Industry
(IMPLAN Results)
Employees by
Category
Jobs to Employee Conversion Factor 1.20
Industrial Sectors
11 Ag, Forestry, Fish & Hunting 3.87 3.22
21 Mining 0.50 0.42
22 Utilities 2.62 2.18
23 Construction 13.92 11.60
31-33 Manufacturing 1.51 1.26
42 Wholesale Trade 15.52 12.93
44-45 Retail trade 453.41 377.84
48-49 Transportation & Warehousing 32.90 27.42
51 Information 11.71 9.76
52 Finance & insurance 43.32 36.10
53 Real estate & rental 117.30 97.75
54 Professional- scientific & tech svcs 85.72 71.44
55 Management of companies 20.92 17.44
56 Administrative & waste services 101.20 84.33
61 Educational svcs 14.11 11.76
62 Health & social services 58.41 48.67
71 Arts- entertainment & recreation 536.29 446.91
72 Accomodation & food services 1,637.30 1,364.41
81 Other services 50.88 42.40
91-99 Government & non NAICs 6.74 5.62
Total 3,208.15 2,673.46
Source: IMPLAN; Economic & Planning Systems
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Employee to Household Conversion
To translate employees to households and their related income levels, the analysis steps
are as follows:
• Employees by Occupation – The jobs by NAICS classification are converted to more
specific occupation categories to obtain a more detailed distribution of wage levels for
the new jobs, since using the average wage for an industry masks the upper and
lower wage levels. The BLS National Industry by Occupation Matrix provides the
estimated distribution of occupations for each NAICS category. The wages for each
occupation in Eagle County are estimated by indexing the national wages by
occupation and industry to the average wage in that industry for Eagle County.
• Employees to Households – The next adjustment for estimating housing demand is
to account for multiple earners per household. On average, there are 1.85 earners per
household in the Town of Vail. This adjustment reduces the 2,673.46 employees
supported from guest spending in 1,000 accommodation units to 1,445.11 employee-
households.
• Wages and Household Income – The next step in the employee and household
analysis is to estimate household incomes accounting for the wages from the primary
and secondary earners in the household. The primary earner – the jobs estimate from
the IMPLAN analysis – is assigned the average wage for their industry and occupation.
The second 0.85 earner (totaling 1.85 earners per household) is assumed to make
the average wage for the industry in which the primary earner is employed.
Households and Target Income Ranges
The last step in the guest
spending analysis is to tabulate
the employee-households at
income levels of 200 percent of
AMI or less. For guest spending
in 1,000 accommodation units,
there are 1,426.3 employee
households supported below 200
percent of AMI, as shown in
Table 3. Of the 1,445.1 total
employee-households
supported, 98.7 percent are at
incomes of 200 percent of AMI
or less. The balance of 1.3
percent are compensated
sufficiently to afford market rate
housing. These are the
employee households needed to
support the spending in the
economy from 1,000 STR units.
Table 3. Households by AMI Supported by Guest Spending
Guest Spending - All
Total Households Generated per 1,000 Units 1,445.1
Households by Income Range
30% of Median 0.0
50% of Median 0.0
80% of Median 282.0
100% of Median 950.4
120% of Median 50.8
150% of Median 90.6
200% of Median 52.5
Total - Target Income Ranges 1,426.3
Percent of Households Generated 98.7%
Source: Economic & Planning Systems
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Employee-Household Housing Gap
To determine affordability needs, the gap for households earning up to 200 percent AMI
(by AMI category) is calculated based on the cost to purchase a home in the town,
estimated using the median cost for attached homes (e.g., condos). Housing costs were
based on sales during the four-year period from 2018 through 2021. This calculation
assumes an income for a 2.5-person household as a proxy for an average household size
and uses CHFA income levels for Eagle County as those are the income definitions used in
most housing qualification processes.
As shown in Table 4, affordable prices at these AMI levels range from $55,700 at 30
percent AMI to $726,800 at 200 percent AMI. With a median home cost of $1,250,000, the
gap per unit ranges from $1,194,300 at 30 percent AMI to $523,200 at 200 percent AMI.
Table 4. Affordable Price and Gap by Income Range
AMI
Description 30%60%80%100%120%150%200%
HH Income and Housing Expense
HH Income (2.5-person household)2.5 pp/hh $25,500 $51,000 $68,000 $85,000 $102,000 $127,500 $170,000
Affordable Monthly Housing Cost 30%$638 $1,275 $1,700 $2,125 $2,550 $3,188 $4,250
Supportable Monthly Payment
Less: Insurance $2,500/year -$208 -$208 -$208 -$208 -$208 -$208 -$208
Less: Property Taxes 7.15% ass't rate 50.751 mills -$20 -$60 -$80 -$100 -$120 -$160 -$210
Less: Miscellaneous (e.g. HOA Dues)$1,500/year -$125 -$125 -$125 -$125 -$125 -$125 -$125
Net Supportable Mortgage Payment (Monthly)$284 $882 $1,287 $1,692 $2,097 $2,694 $3,707
Valuation Assumptions
Loan Amount $52,900 $164,200 $239,700 $315,100 $390,600 $501,900 $690,500
Mortgage Interest Rate 5.0% int. 5.0% int. 5.0% int. 5.0% int. 5.0% int. 5.0% int. 5.0% int.
Loan Term 30-year term 30-year term 30-year term 30-year term 30-year term 30-year term 30-year term
Downpayment as % of Purchase Price 5.0% down pmt 5.0% down pmt 5.0% down pmt 5.0% down pmt 5.0% down pmt 5.0% down pmt 5.0% down pmt
Maximum Supportable Purchase Price $55,700 $172,800 $252,300 $331,700 $411,200 $528,300 $726,800
Cost per Unit $1,250,000 $1,250,000 $1,250,000 $1,250,000 $1,250,000 $1,250,000 $1,250,000
Gap per Unit $1,194,300 $1,077,200 $997,700 $918,300 $838,800 $721,700 $523,200
Source: Economic & Planning Systems
Factor
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Local Resident Spending
To isolate the effect of guest spending on housing need, a similar methodology was
followed to determine the relationship between a local resident household and housing
need. This was then subtracted from the guest impact.
Local resident spending was modeled based on the median household income in Vail of
$80,987, as reported in the U.S. Census 2019 American Community Survey. As with
guest spending, 1,000 households were modeled and per household adjustment is made
to calculate the final fee. As shown in Table 5, a household income of $80,987 results in
a disposable income of $58,774 after accounting for payroll tax. Based on these figures,
the total disposable income for 1,000 households is $58.77 million.
Table 5. Local Resident Household Income
Description Factors Local Spending
Program
Units 1,000
HH Income (Vail median)ACS 2019 5-Yr Estimate $80,987
Minus Payroll Tax
Federal $12,697
FICA $5,021
Medicare $1,174
State $3,321
Total Deductions $22,213
Net Pay / Adjusted Household Income $58,774
Total Annual Household Income 100%$80,987,000
Total Annual Payroll Rax 27%-$22,213,000
Disposable Income 73%$58,774,000
Source: US Census; Economic & Planning Systems
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This income was input to IMPLAN, which then calculates the jobs supported by this
household spending. As shown in Table 6, 1,000 households earning the median income
support 312.72 jobs. Applying the multiple jobholder factor of 1.20 jobs per employee,
this spending results in 260.60 employees.
Table 6. Jobs and Employees by Industry Supported from Local Spending
Local Spending
Description
Jobs by Industry
(IMPLAN Results)
Employees by
Category
Jobs to Employee Conversion Factor 1.20
Industrial Sectors
11 Ag, Forestry, Fish & Hunting 1.01 0.84
21 Mining 0.10 0.09
22 Utilities 0.63 0.52
23 Construction 3.94 3.28
31-33 Manufacturing 0.47 0.39
42 Wholesale Trade 5.60 4.67
44-45 Retail trade 47.77 39.81
48-49 Transportation & Warehousing 9.53 7.94
51 Information 3.72 3.10
52 Finance & insurance 18.83 15.69
53 Real estate & rental 46.47 38.73
54 Professional- scientific & tech svcs 15.20 12.67
55 Management of companies 1.66 1.38
56 Administrative & waste services 21.54 17.95
61 Educational svcs 7.00 5.83
62 Health & social services 50.17 41.81
71 Arts- entertainment & recreation 11.74 9.79
72 Accomodation & food services 40.19 33.49
81 Other services 25.30 21.08
91-99 Government & non NAICs 1.86 1.55
Total 312.72 260.60
Source: IMPLAN; Economic & Planning Systems
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These employees were then categorized by occupation and wage and converted into
employee households following the same methodology for guest spending. As shown in
Table 7, local resident household spending supports a total of 140.90 employee-
households, 93.0 percent (131.0 households) of which fall at or below 200 percent of
AMI. Affordability needs of these households are determined using the same methodology
outlined for guest spending.
Table 7. Households by AMI Supported by Local Spending
Local Spending
Total Households Generated per 1,000 Units 140.9
Households by Income Range
30% of Median 0.0
50% of Median 0.0
80% of Median 18.0
100% of Median 60.1
120% of Median 13.8
150% of Median 28.6
200% of Median 10.5
Total - Target Income Ranges 131.0
Percent of Households Generated 93.0%
Source: Economic & Planning Systems
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Fee Calculation
This section outlines the calculation of the accommodation unit license fee. There are four
key components to the fee calculation:
• Households Supported – The number of households at or below 200 percent of AMI
supported by guest spending form the basis of the fee, as these represent employees
needed in the community who cannot otherwise afford housing.
• Occupancy Rate – The impacts of guest spending were determined assuming 100
percent occupancy (i.e., 365 days per year) for modeling purposes and needs to be
adjusted for annual occupancy rates. An occupancy rate of 40.0 percent is applied to
the housing demand, based on the occupancy data for properties in Zone 1 and Zone 2
from 2016 through 2019 as well as 2021 (2020 was excluded, as COVID impacts
made the data non-representative of local conditions).
• Affordability Gap – The affordability gap per household and AMI range described
earlier ranges from $523,200 at 200 percent of AMI to $1,194,300 at 30 percent of
AMI. The number of households in each AMI category (after accounting for the
occupancy rate) are multiplied by the gap per household to calculate the total
affordability gap. This gap is calculated for both guest spending and local spending.
Based on this calculation, the gap per accommodation unit is $515,216 and the gap
per local household/housing unit is $110,819.
• Adjustment for Local Households – To isolate the impact of guest spending above
the impact of a local household, the gap associated with local household spending
($110,819) is subtracted from the gap associated with guest spending ($515,216).
This results in a net gap per accommodation unit of $404,397.
This fee is then adjusted to reflect a per-bedroom figure (rather than per unit). EPS’s
analysis of the Town’s STR data indicates that STRs have an average of 2.28 bedrooms
per unit. This is then annualized over 30 years (divided by 30), which is a typical financing
period for a long-term housing investment. Based on this analysis, the maximum fee per
bedroom is $5,912, as shown in Table 8. This maximum fee amount is the annualized
cost of providing housing to the local workforce supported by guest spending.
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Table 8. Fee Calculation
Local Spending Guest Spending - All
Households Generated (per 1,000 units)A
30% of Median 0.0 0.0
50% of Median 0.0 0.0
80% of Median 18.0 282.0
100% of Median 60.1 950.4
120% of Median 13.8 50.8
150% of Median 28.6 90.6
200% of Median 10.5 52.5
Total per 100 Units 131.0 1,426.3
Per 1.0 Units 0.13 1.43
STR Occupancy Rate B 40.0%
Net Households Generated (per 1,000 units)C
30% of Median A x B 0.0 0.0
50% of Median 0.0 0.0
80% of Median 18.0 112.7
100% of Median 60.1 379.7
120% of Median 13.8 20.3
150% of Median 28.6 36.2
200% of Median 10.5 21.0
Total per 1,000 Units 131.0 569.8
Per 1.0 Units 0.13 0.57
Gap per Household by AMI Range D
30% of Median $1,194,300 $1,194,300
50% of Median $1,077,200 $1,077,200
80% of Median $997,700 $997,700
100% of Median $918,300 $918,300
120% of Median $838,800 $838,800
150% of Median $721,700 $721,700
200% of Median $523,200 $523,200
Total Gap E
30% of Median C x D $0 $0
50% of Median $0 $0
80% of Median $17,918,868 $112,400,795
100% of Median $55,196,836 $348,678,886
120% of Median $11,568,172 $17,037,798
150% of Median $20,634,526 $26,123,638
200% of Median $5,500,933 $10,975,135
Total $110,819,335 $515,216,252
Gap (Fee) per Unit F
E / 1000 -$110,819 -$515,216
Net STR Gap per Unit (minus local spend)-$404,397
Avg. Number of Bedrooms 2.28
Net STR Gap (Fee) per Bedroom -$177,367
Annualized Fee per Bedroom 30 years $5,912
Source: Economic & Planning Systems
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Final Fee
The fee outlined above represents the maximum reasonable fee to be charged under this
program. Communities will generally apply a mitigation rate to this fee to determine the
final fee to be charged.
As shown in Table 9, a mitigation rate of 15 percent would result in an annual per
bedroom fee of $890, a 50 percent mitigation rate would result in a $2,960 annual fee,
while a 65 percent mitigation rate would result in a fee of $3,840 per bedroom annually.
Table 9. Mitigation Rates
Over time, as development opportunities within communities have become limited, as
market pressures have increased, and as commute-sheds have grown, local officials have
increased mitigation rates, reflecting a greater pressure on the need for local affordable
housing. Mitigation rates in peer communities for similar programs (STR fees, residential
linkage fees, and commercial linkage fees) range from 15 percent to 65 percent, with
many programs falling in the middle of that range.
Description Fee Per Bedroom
Maximum Annual Fee $5,912
Mitigation Rate
15%$890
20%$1,180
25%$1,480
30%$1,770
35%$2,070
40%$2,360
45%$2,660
50%$2,960
55%$3,250
60%$3,550
65%$3,840
Source: Economic & Planning Systems
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Owner-Occupied Short Term Rentals
In the Town of Vail, owner-occupied properties are limited to 30 days or less of short
term rentals per year. A unit rented for a maximum of 30 days per year represents a
maximum occupancy rate of 8.2 percent, and thus justifies a separate fee calculation.
Additionally, since these units are occupied by local residents the impact of guest
spending occurs in addition to the impact of local spending. Thus, the impact of local
household spending is not netted out of the guest spending impact attributed to the STR.
As shown in Table 11, this results in a maximum annual fee per bedroom of $1,550.
As with the standard fee, a mitigation rate would be applied to determine the final fee to
be charged. Examples of the per-bedroom fee at a range of mitigation rate levels are
shown in Table 10. For example, a 15 percent rate would result in an annual per
bedroom fee of $230, a 50 percent mitigation rate would result in a $780 annual fee,
while a 65 percent mitigation rate would result in a fee of $1,010 per bedroom annually.
Table 10. Mitigation Rates – Owner Occupied Units
Description Fee Per Bedroom
Maximum Annual Fee $1,550
Mitigation Rate
15%$230
20%$310
25%$390
30%$470
35%$540
40%$620
45%$700
50%$780
55%$850
60%$930
65%$1,010
Source: Economic & Planning Systems
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Table 11. Fee Calculation – Owner Occupied Units
Guest Spending -
Owner-Occupied
Households Generated (per 1,000 units)A
30% of Median 0.0
50% of Median 0.0
80% of Median 282.0
100% of Median 950.4
120% of Median 50.8
150% of Median 90.6
200% of Median 52.5
Total per 100 Units 1,426.3
Per 1.0 Units 1.43
STR Occupancy Rate B 8.2%
Net Households Generated (per 1,000 units)C
30% of Median A x B 0.0
50% of Median 0.0
80% of Median 23.2
100% of Median 78.1
120% of Median 4.2
150% of Median 7.4
200% of Median 4.3
Total per 1,000 Units 117.2
Per 1.0 Units 0.12
Gap per Household by AMI Range D
30% of Median $1,194,300
50% of Median $1,077,200
80% of Median $997,700
100% of Median $918,300
120% of Median $838,800
150% of Median $721,700
200% of Median $523,200
Total Gap E
30% of Median C x D $0
50% of Median $0
80% of Median $23,123,770
100% of Median $71,732,325
120% of Median $3,505,119
150% of Median $5,374,313
200% of Median $2,257,871
Total $105,993,397
Gap (Fee) per Unit F
E / 1000 -$105,993
Avg. Number of Bedrooms 2.28
Net STR Gap (Fee) per Bedroom -$46,488
Annualized Fee per Bedroom 30 years $1,550
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ORDINANCE NO. 24
SERIES 2024
AN ORDINANCE AMENDING CHAPTER 4-14 OF THE VAIL TOWN
CODE TO ESTABLISH REGULATORY FEES FOR SHORT-TERM
RENTALS
WHEREAS, the Town commissioned a study, conducted by Economic and
Planning Systems Inc., to evaluate whether short-term rentals ("STRs") create an impact
on the Town's demand for housing (the "Study");
WHEREAS, the Study concluded that STRs play a significant role in creating a
demand for housing;
WHEREAS, the Study used economic impact techniques to quantify the
relationships between guest spending when staying in STRs and the number of jobs and
employee-households supported in the local economy by that spending;
WHEREAS, the Study found that many of the jobs created by STRs are at wage
levels that do not pay enough for employees to afford market rate housing in the Town;
WHEREAS, the Town Council wishes to impose a regulatory fee on STRs, in
accordance with the Study, to fill the gap between what employees can afford and the
costs of housing in the Town; and
WHEREAS, consistent with Colorado Union of Taxpayers Foundation v. City of
Aspen, 418 P.3d 506 (Colo. 2018), the fee imposed by the Town under this Section is
collected from the STR licensees for the primary purpose of defraying the costs of housing
for the local workforce essential to the tourism economy that benefits the STR licensees.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO, THAT:
Section 1. Section 4-14-1 of the Vail Town Code is hereby repealed in its
entirety and replaced as follows:
§ 4-14-1 PURPOSE AND APPLICABILITY.
(A) The purpose of this Chapter is to:
(1) Establish a comprehensive licensing program to safeguard
the public health, safety, and welfare by regulating the use, occupancy,
location, and maintenance of STRs in the Town.
(2) Protect the public health, safety, and welfare by establishing
a STR regulatory fee that will reduce the impacts caused by STRs on
workforce housing in the Town.
(3) Benefit STR licensees by supporting housing policies and
programs for the local workforce that support the Town's economy.
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(4) Address secondary impacts caused by the STR industry by
protecting the character of the local community.
(5) Ensure that the amount of the STR regulatory fee bears a
reasonable relationship to the impacts created by STRs as demonstrated in
a study for the same.
(B) This Chapter shall apply to all STRs in the Town. This Chapter shall
not supersede or affect any private conditions, covenants, or restrictions
applicable to STRs.
Section 2. Section 4-14-3 of the Vail Town Code is hereby amended as follows:
§ 4-14-3 LICENSE REQUIRED.
* * *
(C) Expiration; Renewal. Each STR license shall expire on February 28
June 30 of each calendar year, or when title of the STR transfers to a new
owner, whichever occurs first; each change in ownership of a STR shall
require a new license.
(D) Timing. An initial license application shall be filed at least thirty (30)
days prior to any advertising of an STR. A renewal application shall be filed
by January 31 June 1 of the year in which the license expires.
* * *
Section 3. Section 4-14-9 of the Vail Town Code is hereby renumbered as
Section 4-14-10.
Section 4. Chapter 14 of Title 4 of the Vail Town Code is amended by the
addition of the following new Section 4-14-9:
§ 4-14-9 ANNUAL SHORT-TERM RENTAL REGULATORY FEE.
(A) Fee:
(1) For each new or renewal STR license issued on or after June
30, 2025, the STR license shall be subject to an annual regulatory fee of
one thousand two hundred dollars ($1,200.00) per bedroom (the "STR
Regulatory Fee"). Commencing on June 30, 2026, the STR Regulatory
Fee shall automatically increase by an amount equal to the then-current
Denver- Aurora-Lakewood Consumer Price Index or three percent (3%),
whichever is less.
(2) For an STR that is the applicant's principal place of residence
and rented for less than thirty (30) days total in a license term, no STR
Regulatory Fee shall be due. To exercise this exemption, the applicant
shall submit a signed affidavit, under penalty of perjury, on a form
provided by the Town.
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(3) A residential dwelling unit in a development that has received
final approvals from the Planning and Environmental Commission and
Design Review Board, as applicable, on or before December 31, 2025, shall
be exempt from the STR Regulatory Fee for a period of one year from the
date of issuance of the final certificate of occupancy for such residential
dwelling unit.
(4) No STR license shall be issued until the applicable STR
Regulatory Fee has been received by the Town.
(B) Bedroom Calculation:
(1) The number of bedrooms shall be the number of bedrooms
for the STR as listed in the records of the Eagle County Assessor.
(2) Studios shall be counted as one (1) bedroom.
(C) Regulatory Fee Fund: All STR Regulatory Fee funds collected by the Town
shall be separately accounted and be used to defray the costs of:
(1) Promoting workforce housing in the Town; and
(2) Administering and enforcing this Chapter.
Section 5. Section 4-14-5(B) of the Vail Town Code is amended by the addition
of a new subsection 4, to read as follows:
§ 4-14-5 HEALTH AND SAFETY STANDARDS.
* * *
(B) Inspections:
* * *
(4) For each STR inspection that was requested and the licensee
failed to appear for or allow the inspection when scheduled, there shall be
a fee of one hundred fifteen dollars ($115), which shall be paid to the Town
prior to rescheduling such inspection.
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
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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 17th day of December, 2024 and
a public hearing for second reading of this Ordinance set for the 21st day of January,
2025, in the Council Chambers of the Vail Municipal Building, Vail, Colorado.
Travis Coggin, Mayor
ATTEST:
Stephanie Kaufmann, Town Clerk
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED
this day of , 2025.
Travis Coggin, Mayor
ATTEST:
Stephanie Kauffman, Town Clerk
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Short Term Rental Ordinance
January 21st, 2025
12
6
Town Council | Finance |
Council STR Goals
What is Council’s Goal?
Council’s goal is to have short-term rentals contribute financially to
the community's employee housing gap with fees to generate funds
for community housing. This is supported by a nexus study
completed in 2022.
During the 1st reading, Council supported an annual fee of $1,200 per
bedroom
12
7
Town Council | Finance |
STR Ordinance Changes
•New Renewal Date: June 30th
•$1,200 per Bedroom Impact Fee
•Effective June 30th, 2025
•Bedroom count based on assessor’s website
•Annual increase: lessor of Denver CPI or 3%
•Fee will go to the Town’s Housing Fund to be spent on community
housing projects and programs
•Exemptions:
•30‐day exemption for primary residents
•1 year exemption from Certificate of Occupancy for developments
with final PEC and Design Approval
•“No‐show” Inspection Fee: $115
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8
Town Council | Finance |
2022 STR Economic Nexus Study- EPS
1,132 Employees1,358 Jobs 612 Employee Households
Spending from guests at 1,000 accommodation
units (Adjusted for 40% Occupancy)
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9
Town Council | Finance |
2022 STR Economic Nexus Study- EPS
$404.4K or $5,912/
per bedroom
570 out of 612
Household Income
is below 200% AMI
Market Rate Housing in
Vail (200% AMI)
13
0
Draft 2025 Housing Needs Assessment
Note: 2018 HNA showed a
need of 5900 units by 2025,
Progress was made but it
didn’t keep up / catch up with
demand.
Under construction and entitled units
have not been netted out yet.
Housing Projects
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Town Council | Finance |
Housing Projects
An increase in STR fees would go towards community housing
projects, programs and initiatives.
•Purchase of new Timber Ridge Units: $25M
•West Middle Creek‐268 rental units: $161M
•Development of East Vail CDOT Parcel
•Vail InDeed program enhancements
•Partner with other communities and organizations towards
down valley projects such as Eagle ‐Vail parcel development
•Add environmental efficiencies to current and future housing
projects (20% price increase)
•More subsidies of current and future housing projects to be
closer to 100% AMI affordability
13
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Town Council | Finance | 5/7/2024
COUNCIL DIRECTION
Does the Council have any additional
feedback or changes prior to adopting
Ordinance 24, Series of 2024?
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3
Vail Short Term Rental Tax
February 4, 2025
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Town Council | Finance |
Policy Options
Option 1: Approve Ordinance 24, Series of 2024 on 2nd Reading
creating a $1,200/STR bedroom/year fee.
•Information provided in the packet (no changes to ordnance since the
2/21 Council meeting)
Option 2: Direct staff to take all necessary measures to have an excise
tax for STR units placed on the November 2025 ballot.
•PowerPoint includes considerations
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Town Council | Finance |
Council STR Goals
What is an Excise Tax?
A tax on a specific good, service, or activity
Potential Benefits:
•Meets Council goal to have STRs contribute financially to workforce housing
•Equitable
•Legally defensible
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Town Council | Finance |
Current STR Taxes
Tax Rate
State of Colorado Sales Tax 2.9%
Eagle County Sales Tax 1.0%
Eagle County Transportation Sales Tax 0.5%
Regional Transportation Authority Sales Tax 0.5%
Town of Vail Sales Tax 4.5%
Marketing and Promotion Tax Lodging Tax 1.4%
Total Tax 10.8%
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Town Council | Finance |
TOV STR Excise Tax
Excise Tax Rate Revenue
2%$2.4M
5%$6.0M
8%$9.7M
10%$12.1M
*Revenue estimates are calculated based on 2024 STR sales tax
collections
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Town Council | Finance |
Peer Community STR Excise Taxes
Community Tax Rate Effective Date
Aspen 10% for investment properties and 2nd homes; 5%
for primary resident and condotels
5/1/2023
Avon 2%1/1/2022
Crested Butte 7.5%7/1/2022
Dillon 5%7/1/2023
Frisco 5%6/1/2022
Ouray 15%12/6/2021
Steamboat 9%1/1/2023
Telluride 2.5%1/1/2020
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Town Council | Finance |
Peer Community Ballot Examples
Aspen
SHALL CITY OF ASPEN TAXES BE INCREASED NOT MORE THAN $9,140,000 COMMENCING MAY 1, 2023, AND BY WHATEVER
AMOUNTS ARE GENERATED ANNUALLY THEREAFTER BY THE IMPOSITION OF AN EXCISE TAX OF NOT MORE THAN 10%
ON THE AMOUNT CHARGED ON A NIGHTLY ROOM RATE AT ANY ACCOMMODATION OR BUSINESS THAT IS REQUIRED TO
OBTAIN A SHORT-TERM RENTAL PERMIT FROM THE CITY; PROVIDED HOWEVER THAT:
• SUCH TAX SHALL BE APPLIED TO “LODGE EXEMPT PERMIT PROPERTIES” AS HEREAFTER DEFINED IN AN ORDINANCE OF
THE CITY COUNCIL WITH A SHORT-TERM RENTAL PERMIT STR-LE AT 5.0%
• SUCH TAX SHALL BE APPLIED TO “OWNER OCCUPIED UNITS” AS HEREAFTER DEFINED IN AN ORDINANCE OF THE CITY
COUNCIL WITH A SHORT-TERM RENTAL OWNER-OCCUPIED PERMIT STR-OO AT 5.0%
• AND 2ND HOMEOWNER, INVESTMENT PROPERTY UNITS AS HEREAFTER DEFINED IN AN ORDINANCE OF THE CITY
COUNCIL WITH A SHORT-TERM RENTAL PERMIT STR-CLASSIC AT 10%; AND SHALL AT LEAST 70% OF THE REVENUE
GENERATED FROM SUCH TAX BE UTILIZED FOR THE PURPOSE OF FUNDING AFFORDABLE HOUSING AND SHALL THE
REMAINDER OF THE REVENUE GENERATED FROM SUCH TAX NOT UTILIZED FOR AFFORDABLE HOUSING BE UTILIZED
FOR INFRASTRUCTURE MAINTENANCE AND REPAIR AND FOR ENVIRONMENTAL INITIATIVES; AND SHALL THE CITY BE
AUTHORIZED TO COLLECT, KEEP AND SPEND THE REVENUES FROM SUCH TAX AND ANY INVESTMENT INCOME
THEREFROM NOTWITHSTANDING THE LIMITS OF ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION?
•Owner Occupied: 5% Tax
•Condotel: 5% Tax
•2nd Home and Investment Properties: 10% Tax
• A minimum of 70% of tax revenue goes towards affordable housing with
excess towards environmental infrastructure/maintenance initiatives
140
Town Council | Finance |
Peer Community Ballot Examples
Steamboat
•9% Tax for all STRs
•Tax Revenues go towards affordable housing
SHALL CITY OF STEAMBOAT SPRINGS TAXES BE INCREASED BY $14,309,858 ANNUALLY IN THE FIRST FULL CALENDAR
YEAR, AND BY WHATEVER ADDITIONAL AMOUNTS ARE RAISED ANNUALLY THEREAFTER, BY IMPOSING A TAX ON SHORT-
TERM RENTAL ACCOMMODATIONS AT A RATE OF NINE (9) PERCENT, AND SHALL THE INCREASED REVENUES BE
DEDICATED FOR USE TO INCREASE THE STOCK OF AFFORDABLE AND ATTAINABLE HOUSING BY PROVIDING INCENTIVES
AND CONTRIBUTIONS TO FACILITATE THE DEVELOPMENT OF AFFORDABLE AND ATTAINABLE HOUSING AT LOCATIONS
INCLUDING, BUT NOT LIMITED TO, BROWN RANCH AND TO PROVIDE FUNDING FOR INFRASTRUCTURE ASSOCIATED WITH
AFFORDABLE AND ATTAINABLE HOUSING, INCLUDING, WITHOUT LIMITATION, ENERGY, STORMWATER, WATER,
WASTEWATER, AND MULTI-MODAL TRANSPORTATION, AND SHALL THE TAX EXPIRE ON DECEMBER 31, 2042 UNLESS THE
QUALIFIED AND REGISTERED ELECTORS OF THE CITY AUTHORIZE AN EXTENSION, AND MAY THE CITY ADJUST THE RATE
OF TAX FROM TIME TO TIME SO LONG AS IT DOES NOT EXCEED 9%, AND SHALL THE CITY BE AUTHORIZED TO RECEIVE
AND SPEND THE PROCEEDS OF SUCH TAX AS A VOTER APPROVED REVENUE CHANGE AND AN EXCEPTION TO THE LIMITS
THAT WOULD OTHERWISE APPLY UNDER ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION OR ANY OTHER LAW?
141
Next Steps and Ballot Timeline
Feb March April May June July Aug Sept Oct Nov
Community
Survey
Based on
community
feedback
determine tax
rate,use and
format
Aug 19th: Town
Council Approval
of Ballot
Question
Citizen
Groups
Educate and
Campaign
Nov 4th: Election
Day
142
Town Council | Finance |
Next Steps for a Ballot
1.Test excise tax concepts and rates- February through May
2.Determine rate, use and format for language (Examples
provided by Aspen, and Steamboat) – May through July
3.Finalize and approve ballot language – August 19th
143
Town Council | Finance | 5/7/2024
POLICY OPTIONS
Option 1: Approve Ordinance 24, Series of 2024
on 2nd Reading, creating a $1,200/STR
bedroom/year fee.
Information provided in the packet
Or
Option 2: Direct staff to take all necessary
measures for a STR excise tax on the November
2025 ballot.
PowerPoint includes policy considerations
144
From:Mike Lange
To:Council Dist List
Subject:2ND READING FOR STR FEE & SUMMER PAID PARKING
Date:Tuesday, February 4, 2025 3:26:07 PM
Good afternoon Vail Town Council,
Thank you for your continued investigation and discussion on funding mechanisms for
affordable housing and the impact of STR's on the Vail housing community. As I've
communicated in previous emails (see below), I believe the proposed ordinance on STR's has
many issues and STR units in Vail are not all created equal nor are they the only contributing
factor to the dramatically rising cost of real estate in Vail and lack of affordable housing (see
Covid, working remotely with zoom/google meet, etc.).
The proposed option #2 in the 2/4/2025 presentation that proposes pursuing a voted on excise
tax STR's (2-3% would be preferable) that is similar to what's being done in other mountain
resort communities is a much more equitable and palatable approach that would result in more
buy-in from the local property management and STR ownership community vs. a large annual
STR fee per bedroom. A combination of a small excise tax and moderate STR Fee (I.e.
$250/BR vs. $1,200/BR) would also be received more positively than the current proposal.
Thank you for your consideration of pursuing Option 2.
Mike
Michael Lange
Senior General Manager- Vacasa Vail & Beaver Creek
Lion Square Lodge
660 Lionshead Place
Vail, CO 81657
Hello Vail Town Council,
The decision to move quickly on the dramatic STR Fee increases on Condominium properties
that provide Short Term Rentals at the December Town Council meeting was obviously not
the outcome that the property management companies were hoping for, especially those of us
who operate with a 24 hour/7 days per week front desks and a high level of services in the
village cores. It seems like the decision came down to if you own a residential property
in Vail and are operating it as an STR, you're going to pay the substantially increased STR fee,
regardless of the location of your property, how it's managed or the impacts to the
neighborhood your unit is located in. If this is strictly about STR's impacting the affordability
of housing in Vail, then this decision does not seem fair as Condotel properties in the village
cores have been in place for many years, were never meant to be local housing, haven't
resulted in more job creation in recent years, have on site maintenance and 24 hour front
desks, monitor parking and any other impacts to the neighborhood, etc. In addition, Condotel
properties don't have any more impact on affordable housing than hotels or other businesses
like restaurants or retail stores that aren't subject to these proposed fees.
I understand the decision and how it was made and the impacts STR's have made in the
neighborhoods outside of the village cores, even though other factors have contributed to the
145
major home price increases, including the Zoom/work remotely owners who now live
in Vail and people who just purchased a 2nd home during Covid and cashed out of a major
city. It's an issue throughout the country.
With respect to the proposed fees there are several questions and concerns that weren't
answered at the last town council meeting that should be considered and addressed by
the Town Council prior to passing a new significant fee:
1. When did the law change that condotels and other STR residences have to be charged the
same amount? It was mentioned that the law requires the fee to be the same for all
STR properties. The rates have always been different since inception of this fee in 2017 and I
assume the town attorney was part of it then. What transpired to now make this not possible?
2. Whether you want to call this a fee or a tax, it's effectively a tax and will increase the cost
of doing business in Vail. The STR owners, in many cases, will look at either trying to pass
this on to the guests via a higher rate, possibly not rent their property if they only rent for a
limited number of days/year or decrease some spending while on vacation in Vail to offset the
cost, whether it's at a restaurant or at a retail store.
3. The Vail Town Council was against the recent State of Co. bill in 2024 to change the tax
designation for STR properties from residential to commercial properties for many reasons,
including their economic importance to Vail and the tax change's potential negative impact on
the town and now you're effectively taxing these same stakeholders with another substantial
increase in the cost of doing business.
4. How much $ of the commercial property tax rate that hotels and restaurants and other
commercial businesses in town pay annually goes into a housing fund? I realize the taxes get
divided up amongst many entities. Again, from an impact standpoint, I don't believe STR's
have any more of an impact on the local housing crisis than Vail's hotel operators or other
businesses in Vail's core villages, but are being charged this fee for affordable housing.
5. Increased costs for existing Condominium properties. The owners who rent their units are
not getting rich from placing their units in the property's rental programs. It is a good
mechanism to offset the costs of ownership which continues to go up at a high rate. There
have been recent significant cost increases in many aspects of operating the buildings,
including major increases in the existing property taxes, major increases in the cost of property
insurance and a new major increase in the cost of water/sewer from recent cost increases from
ERW&S that went into effect in December 2024.
6. Employee housing investments. Many Condo complexes have employee housing units on
site or have invested in properties in the valley. Will there be some type of concession for
those business groups?
I am in agreement that there needs to be a mechanism to fund more affordable housing
in Vail. I still believe a small increase in the lodging tax or sales tax. or a combination of a
moderate increase in the STR Fee (ie $500/bedroom) and a small increase in the lodging tax
would be a better long term and more equitable solution that's properly vetted and voted on.
Thanks for taking on this complex issue. I hope the council considers the above factors and
takes the correct amount of time to make the best possible decision regarding this issue.
Thanks
Mike
146
Michael Lange
Senior General Manager- Vacasa Vail & Beaver Creek
Lion Square Lodge
660 Lionshead Place
Vail, CO 81657
147
From:Laura Slinkman
To:PublicInputTownCouncil
Subject:Additional comment re: STR fee proposal - NO
Date:Tuesday, February 4, 2025 11:36:15 AM
I wanted to add something else that I missed stating…We own only one home. We are not a business. Some people
may own multiple homes or condo units. But our home is our vacation home that we use personally and rent
partially. Our home is rented less than 30% of the year…some homes or condos rent just for season...there may be
homes or condos rented almost all of the months in an entire year. We all are not equal. Many of us use our homes
personally throughout the year and rent them for a short period of time to help with costs. An across the board fee
per room whether you have rentals during one month or rentals for all 12 is disproportionate. For us, it’s more than
one month’s mortgage and our bills. It’s all around a bad idea and is punishing homeowners who just want to keep
their homes. The council is looking in the wrong place to make up for low affordable housing inventory (which is
also a result of low wages). There is so much bad press around the millionaires of Vail Resorts raking in the cash
while their employees can’t afford to live. Imagine the bad press that will come out of basically “fining”
homeowners who have STRs to help fund the shortfall of housing that the millionaire corporations of Vail resorts
won’t. I urge once again to vote NO.
Thank you for letting me add this comment.
> On Feb 4, 2025, at 10:17 AM, Laura Slinkman <lmsgator92@gmail.com> wrote:
>
> To whom it may concern,
>
> I am writing concerning the proposed fee of $1,200 per bedroom for STRs as an effort to offset costs of affordable
housing for Vail employees. I hope that this does not fall on deaf ears or just put in a pile unread. Respectfully, this
is a terrible idea to put on the back of homeowners. For us, it’s a punch in the gut as our family has owned our
home since 1993. Our family has been coming to Vail since the 70’s and in 1993 was able to buy a home in East
Vail out of our love for the area and desire to visit more. We have managed to keep it in the family, but as costs
have increased over the years, we had to entertain the thought of selling our beloved home as it was becoming more
difficult to keep up with costs. Our desire was to be able to retire and spend more time in Vail than we can now
with our busy family. That is when we made the decision to rent our home in an effort to offset the mortgage and
other costs so we could continue to afford to keep the home in our family and for future generations to come.
>
> We are not a corporation. We are not a resort property. We own one single family 4-bedroom home. One family
home since 1992. A home that we must rent to afford to keep it. Adding $1,200 per room is like adding an
additional mortgage payment, and then some. We do not profit on our rental…we still carry debt…and this will
only add to it. We only wish to keep our home. We have complied with all the hurdles we have been thrown at us
to be a STR by the Town of Vail in order to operate in compliance and it just feels like we are continually punished
and squeezed for more. As I said, we are not profiting, we are just homeowners wishing to keep the home in the
family and this kind of fee is more of a punishment to individual homeowners than anything else.
>
> There is no real evidence that STRs are causing an affordability gap for workers. Attention should be given to the
fact that as a resort town, much land has been used for resort hotels and amenities without attention to the needs of
it’s workers. To ask families who simply want to afford to keep their home to pay for housing is unconscionable.
Corporations or entities raking in millions and millions off the backs of the workers have a vested interest in housing
and wages and they should be bearing the cost of keeping their work force. Not a family just hoping to pay for their
home. Property taxes increased by over $3,000 the past two years on our home. And now you want more.
Respectfully, we ask that you do not ask homeowners to pay even more. Vote no.
>
> Laura Slinkman
> 4551 Streamside Circle E
> East Vail
>
148
149
From:Anne Caveness
To:PublicInputTownCouncil
Subject:Bedroom tax short term rentals
Date:Tuesday, February 4, 2025 11:10:18 AM
Please do not pass this tax. It seems to put an unequal burden on short term rentals. I would
follow legal counsel and pursue an excise tax. I have been a participant in the Vail Racquet
Club program for years and think it gives visitors a more affordable option.
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From:PATRICIA NICHOLS PERRIN
To:Council Dist List; klangmaid@vailgov.com; Travis Coggin; Barry Davis; kfoley@vailgov.com;
jmason@vailgov.com; Pete Seibert; Jonathan Staufer
Subject:Citizen Input: Vote on the STR Ordinance
Date:Wednesday, January 29, 2025 12:10:06 PM
January 29, 2025
To the members of the Vail Town Council,
We are owners of a duplex in Vail that my family built in 1978 and want to express our
opposition to the STR impact fee. While we certainly understand the need to address
the affordable housing challenge in the community, we believe that the proposed fee
is inequitable, placing an unfair burden on STRs.
We are not wealthy, absentee owners – we live in Western Colorado and have spent
significant time in the Vail Valley over the past four decades. Our kids learned to ski
and ride in the Vail Devo program, we developed relationships in the community and,
of course, supported the economy by paying property taxes, sales tax and spending
our money here year round, including ongoing maintenance and major renovations to
the property. Vail was also our primary residence for a period of time, and we
continue to spend significant time here. We would prefer not to rent at all but we can’t
afford the rising property taxes, fees and expenses related to maintaining our property
without renting selectively – typically during peak ski times when the supply of STRs
is most needed.
We ask members of the Town Council to deny Ordinance No. 24, Series of 2024 and
instead look for an equitable solution so that everyone who benefits from making
housing more affordable for local workers contributes to raising revenue for this
initiative. This includes the wealthy homeowners who do not have to rent – along with
hotels and businesses that benefit from attracting and retaining a local workforce.
Consider also the unintended economic consequences of passing this proposed
ordinance – reducing the supply of STRs, further driving up prices for the visitors that
drive Vail’s economy. Houses will simply sit empty or owners will be forced to sell.
One final concern: as STR license holders, we would have appreciated official
communication from the Town of Vail about the proposed ordinance so we had the
opportunity to provide feedback in advance of or at key meetings. We also need to
plan for a potential impact of thousands of dollars this year, which we can’t easily
cover with limited notice. This is an egregious communications oversight, in our view.
Thank you for your consideration.
Pat and Scott Perrin
1547 Springhill Lane, Unit B
Vail, CO 81657
(303)949-9672
151
From:Bart Cuomo
To:Council Dist List
Subject:Commentary on STR Ordinance No. 24
Date:Saturday, January 25, 2025 4:15:56 PM
Dear Town Council,
It was great to see that the Council decided to postpone the final vote on Ordinance No.
24 to allow further evaluation. Although this commentary is a bit lengthy, this is such an
important issue that I sincerely hope that every Councilmember will take the time to
read this in its entirety and consider the points raised.
The concern of the entire lodging community is that there seems to be such an urgency
to pass this Ordinance without enough input from the businesses and property owners
who will bear the burden. We are perplexed that this drastic change is presented during
peak winter season when all of us in the lodging community are focusing on servicing our
guests. In addition, little or no consideration was given to the potential negative
consequences of this Ordinance.
Our company, Vail Realty, has been providing professional vacation rental property
management in Vail since 1989, and I personally have been in the vacation rental
business for over 40 years. Based on that experience, I have a keen sense of the mindset
of property owners who rent their vacation homes to the guests that make our
community one of the most vibrant ski resorts in the world. The vacation rental
properties we manage are properties that were designed to be resort accommodations
in Vail and Beaver Creek providing a vital bed base. This bed base is the economic life
blood for our resort community and are properties that were never built with the
intention of being work force housing.
While we understand the plight of the Vail Valley to find solutions to provide affordable
housing for our work force, the popular premise that the main culprits are the short-term
rental property owners, is fundamentally incorrect. The Vail Valley has more employees
and housing available than ever before. The problem is that while the Vail Valley and our
economy has grown, so has the number of job opportunities. However, the planning for
the growth was insufficient as our community failed to adequately address housing
demands that accompanied that growth. The responsibility for planning falls on the
public sector (government) and not a select group of private property owners.
Our resort community has grown well beyond the confines of the Town of Vail, so
affordable housing is a County-wide dilemma that should not be the burden of certain
Vail property owners who are using their property as it was originally intended. What is
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the fairness and justification for this one class of VAIL PROPERTY OWNERS being
required to carry the burden for the entire County? As many of the property owners
we represent have quickly noted, this Ordinance targets a group of property owners who
cannot vote. Not only is this unjust, but also not in the best economic interest of the
community. A more equitable solution to fund affordable housing must be considered.
The proposed fees are arbitrary and excessive while potentially having unintended
consequences; and a more equitable solution is needed. While we are being told that
the new fees are based on the “impact” that STRs had but with no reasonable
explanation of how this fee was calculated. However, there is no mention of the positive
“impact” of having a variety of lodging options, nor the negative of these fees and their
“impact” of the loss of “hot beds” and sales tax revenue that lodging creates.
Loss of hot beds – The overwhelming majority of pillows available to guests (especially
in Vail Village and Lionshead) that are vital to our local economy are privately-owned
condominiums as opposed to conventional hotels. The reason is that the typical hotel
business model is not economically viable due to the seasonality of ski resorts. That is
why ski resorts rely on a lodging strategy of privately-owned vacation residences
(primarily condos) to provide most of the accommodations available to visitors.
Most of the properties that our company manage were primarily purchased as a vacation
home but rent when they are not occupied instead of being left vacant. These properties
are in prime locations for tourists, and some may only be available for a handful of
weeks a year. The new license fee will cause many of those highly desirable properties
to stop renting. It is ironic that for years the Town was concerned about “lights out” in
unoccupied Vail properties and we continue to hear rumbles of Vacancy Tax, yet this
Ordinance No. 24 is likely to encourage more properties to be “dark”. Vacancy Tax or a
high license fees? Is the Town just determined to tax anyone who does not vote?
Impact on Lodging Sales Tax – According to data posted on the Town’s website and
audit reports, lodging sales tax is the largest source of sales tax collections in the Town
of Vail and the single largest revenue stream for Vail. Lodging is the goose that lays
the golden eggs for our community. Not only does it generate lodging tax, but it also
houses the guests who spend money in Town; eating, drinking, and shopping, when the
day trippers have left. Sales tax is a revenue stream that the Town must protect.
This Ordinance is likely to reduce the supply of beds available to guests, however, it is
unlikely to decrease the demand for lodging in the Vail Valley. It will also increase the
cost to our guests of renting a vacation property in Vail, not only because of supply and
153
demand, but also because this increased cost of doing business will be passed on to
guests. If there are not enough beds in Vail or they get too expensive, tourists will stay
elsewhere in Eagle County and take their spending down valley with them.
Several property owners we represent who have popular Vail Village properties have
already advised us that these fees will cause them to stop renting their property for
vacationers when they are not in residence. What would happen if the backlash was so
great that a large number of Vail property owners get aggravated and “take their ball and
go home”, so to speak, and stop renting? Supply would decrease; taxes generated by
lodging and ancillary businesses would decline; hotel rates would soar; and Vail would
become more Aspen-like. Or, is that the objective?
In considering a more equitable solution, please note the following:
One Size Fits All Does Not Work – There is some truth that the proliferation of STRs
have caused issues in certain neighborhoods, which started the dialogue that vilifies all
short-term rental properties. However, this is not the case throughout Vail. Properties in
Vail Village and Lionshead were designed to be utilized as tourist accommodations to
meet the needs of a resort community and are being unfairly punished by this
Ordinance.
In addition to the properties in the Village cores, there are many other properties like
Streamside, Vail Run, Sandstone Creek Club, Breakaway West, Simba Run, Racquet
Club, Coldstream, and others outside the village cores that are timeshares or were also
designed to provide lodging for second homeowners and vacation rentals. These
properties were built with lock-offs, front desks, on-site managers, and amenities that
are costly to maintain (pools, hot tubs, gyms), that are typical for resort
accommodations as opposed to full-time residences. Many of these properties
continue to invest in their communities to maintain and enhance their attraction.
However, this Ordinance potentially changes the functionality of these properties as the
unjustified fees place an additional financial burden on these property owners. Not only
does this diminish their value, but it also impacts a valuable bed base of affordable
lodging, as not all visitors to Vail can afford to stay in the base Villages. Experience tells
us that those guests refill our tourism pipeline and eventually become our higher end
clientele who utilize our Village bed base.
Biased exemption to full-time residents. What is the justification to exempt full-time
residents who occasionally rent, but not part-time residents who rent when they are not
in residence? We all know that the cost of maintaining a property in Vail has soared.
154
However, the same argument that supports permitting full-time residents to
occasionally rent to offset the high cost of maintaining a residence in Vail also applies to
part-time resident homeowners. Again, it is interesting that this Ordinance exempts
people who vote but penalizes people who cannot. This exemption for primary
residences is not only discriminatory but is also insult to the second homeowners who
have made a substantial investment in Vail and have made our resort community
vibrant. For many, the proposed license fee will put financial stress on many owners
who rent short-term when not in residence. For others, it will discourage renting
altogether resulting in the loss of many valuable beds in locations desirable to our
guests.
Virtually everyone in the lodging community believes this Ordinance was not well
thought out. Since lodging is such an essential element of Vail, the Council should listen
to our concerns and reevaluate this Ordinance. Instead of taking action that would
potentially harm our single largest revenue stream (lodging tax), a more prudent course
of action would be to enhance this revenue stream. If this Ordinance goes into effect, it
will be only the destination visitor footing the bill as the lodging industry will be passing
these fees on to our destination vacation guests, which would be biting the hands that
feed us! The most equitable solution would be a general sales tax increase that would
affect all businesses, all visitors (both day trippers and destination guests), as well as
full-time and seasonal residents. For example, based on a review of Town financial
statements, a modest increase in the general sales tax would generate the same
revenue as this Ordinance but mostly with unnoticeable impact to everyone without
dumping the cost on our invaluable destination visitor and the property owners who host
them.
On behalf of the property owners who cannot vote and have a voice in our community,
we respectfully plead the Council to defeat this Ordinance as written and develop a
more equitable way to address affordable housing in a way everyone in the community
can support. Making the right decision today for the long-term benefit of the community
and the resort that makes our community what it is lies in your hands. We hope you will
make the right decision for both.
Bart Cuomo
bart@vailrealty.com
www.vailrealty.com
970-476-8800
155
156
From:Emily
To:PublicInputTownCouncil
Subject:Don’t Waver! Vail Short Term Rental Fee
Date:Thursday, January 30, 2025 10:08:37 AM
Members of Vail Town Council:
I am writing to voice my ardent support of the imposition of the STR fee. I ask that you
stay the course on the decision to implement this intelligent and fair fee.
Since the last Council meeting, I took some time to research the efficacy of such a fee in other
municipalities, focusing on mountain resort towns.
Consider this when making your decision to support the fee:
The introduction of the $1,200 per bedroom regulatory fee for short-term rentals (STRs) in
Vail, as outlined in Ordinance 24, Series of 2024, presents a fair and balanced approach to
addressing the town’s housing challenges and tourism-driven demand. This fee aligns with
best practices from other resort towns and provides a sustainable funding mechanism to
support Vail’s housing initiatives, without resorting to more restrictive measures like zoning
caps or ownership duration limits.
1. Supporting Housing Initiatives and Addressing Local Needs
The primary goal of the STR fee is to fund critical community housing projects and
programs. The 2022 nexus studyindicated that STRs have a modest but undeniable impact on
the local housing market by creating increased demand for housing due to the employment
generated by visitor spending. The $1,200 per bedroom fee is designed to help bridge the
housing affordability gap, which, as the study noted, results from the combination of high
housing demand in a desirable resort town and relatively low wages for many workers.
For comparison, Breckenridge, CO, another resort town, implemented a similar approach in
2019, where short-term rental fees were dedicated to housing programs. The fees generated
significant revenue, which was reinvested into affordable housing initiatives, including
workforce housing and rental subsidies. Breckenridge’s model has helped alleviate some
housing pressures, making it a relevant example for Vail to follow. With an estimated $7.2
million in annual revenue from this fee, Vail can significantly boost its own housing
programs, addressing both long-term affordability and short-term rental impacts.
2. Generating Revenue for Local Infrastructure and Services
The revenue from this fee will not only support housing programs but can also be allocated to
enhance community services that benefit both residents and tourists. The nexus study found
that STRs are linked to an increased demand for local services, such as police, fire
departments, and public works, due to the influx of visitors. By dedicating STR fees to these
services, Vail can ensure that the necessary infrastructure remains sustainable as the town’s
tourism industry grows.
Cities like Aspen, CO, and Park City, UT, have successfully used short-term rental fees to
157
fund infrastructure projects that support both residents and the tourism economy. In Aspen, for
example, revenue from a short-term rental tax has been directed toward public
transportation and tourism marketing, which has helped improve the visitor experience and
reduce congestion on local roads.
3. Encouraging Fairness and Transparency in the STR Market
Vail's approach to a uniform $1,200 per-bedroom fee across all STR properties—
including 24/7 onsite managed units, condo-hotels, and fractional units—creates a level
playing field. By avoiding a tiered fee structure that could invite litigation, Vail ensures
fairness and legal clarity. This approach mirrors the practices in Santa Monica, CA, and San
Francisco, where uniform taxes have been effective in ensuring transparency and compliance
across the market.
In Santa Monica, a 14% STR tax has helped to maintain consistent regulatory oversight and
compliance, making it easier for local governments to track STR activity and enforce safety
standards. Vail’s uniform fee structure will help ensure that both small-scale homeowners and
large property managers contribute equitably to the community’s needs.
4. Exemptions and Support for Local Hosts
Recognizing the unique position of primary residents, Vail’s proposal includes a primary
residence exemption for those who rent their homes for fewer than 30 cumulative days each
year. This ensures that residents who occasionally rent out a room or unit on a short-term basis
are not unduly burdened by the fee. Such an exemption has been successfully implemented in
other resort towns like Jackson Hole, WY, where part-time hosts are allowed to rent out their
homes without facing the full financial burden of a regulatory fee. This approach ensures
that local homeowners can continue to benefit from short-term rentals while focusing the fee
on larger, more frequent STR operations.
The exemption also extends to new developments that have already received final approvals,
providing developers with some flexibility while still addressing the long-term impacts of
increased STR activity.
5. Protecting the Long-Term Housing Market
The proposed STR fee also serves as a tool to maintain the balance between the short-term
rental market and the long-term housing market. The RRC Associates and EPS study pointed
out that Vail’s relatively high proportion of vacant housing could contribute to the increase in
short-term rental activity. By using the fees to support housing development, Vail can
mitigate the risk of further housing stock being converted into short-term rentals, preserving
the availability of housing for the local workforce.
Similar studies in Telluride, CO, and Crested Butte, CO, have shown that the introduction of
a STR fee can help slow the removal of rental units from the long-term market. These towns
have used revenue from STR fees to fund housing developments and provide housing
subsidies to local workers, ultimately helping to ensure that there are enough affordable
options available.
Addressing The Counter-Argument
158
Short-Term Rental Fees Will Burden Property Owners
While the fee is a significant increase over the current administrative fee, studies
in Breckenridge and Aspen show that property owners typically absorb the cost of the fee by
passing it onto guests through higher rental rates. Moreover, the primary residence
exemption for owners renting for fewer than 30 days per year ensures that small-scale
operators are not disproportionately impacted. The fee will also generate critical funds for
community housing programs, directly benefiting the local workforce and residents.
The Fee Will Drive Away Tourists and Decrease Revenuue
Research from Park City and Whistler, BC suggests that short-term rental fees do not
negatively impact tourism. In fact, these fees are often passed on to visitors, which means the
financial impact is minimal. Furthermore, the funds generated by the fee will be reinvested
into improving tourism infrastructure and public services, ensuring that Vail remains a top-tier
destination. Increased investment in housing and infrastructure will improve the visitor
experience, ensuring a sustainable tourism model.
The Fee Is Not Effective at Addressing Housing Affordability
While the $1,200 per bedroom fee alone will not solve the housing crisis, it is an essential
step toward generating revenue for affordable housing projects. The fee is directly tied to the
demand created by STRs, and studies like the one conducted by EPS show that it will help
mitigate the impacts on housing. The Town of Vail can use these funds to support workforce
housing and other long-term solutions, making it a critical part of a comprehensive housing
strategy.
Conclusion
The $1,200 per bedroom STR regulatory fee in Vail represents a thoughtful and fair solution
to the town’s housing and tourism challenges. Drawing on successful models from other resort
towns, it ensures that short-term rental operators contribute to the community’s needs while
maintaining fairness and transparency in the market. The revenue generated from the fee will
directly support community housing projects and improve infrastructure, making it a win for
both residents and visitors. By adopting this fee, Vail can continue to thrive as a world-class
resort while ensuring long-term sustainability for its residents and workforce.
Thank you for your time and consideration of this essential housing sustainability matter.
Emily A. Gavagan
2444 Chamonix Ln., Vail.
159
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From:jackbergey@yahoo.com
To:Council Dist List
Subject:excessive STR fees
Date:Thursday, January 23, 2025 9:57:19 AM
To All
Great job with the Timber Ridge project!
Once again here we are trying to solve the workforce housing issue.
I would like to remind you that most STR’s were never longterm housing to begin with, IE timeshares, and most
STR properties are used by there owners for part of the year and will never be longterm rentals. Why are second
homeowners treated as such villains? Many second homeowners eventually become permanent residents and
contribute to the community.
This new ordinance will just create more “Dark homes” which is not good for anyone.
Penalizing STR’s is not the answer. Putting the burden on one small group of people is not fare and totally
misguided.
Workforce housing is a community wide issue and should be financed as such.
Kind regards,
Jack Bergey
303.378.0249
jackbergey@yahoo.com
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From:Kim Rediker
To:Council Dist List
Subject:FW: Ordinance 24, Series of 2024
Date:Thursday, January 23, 2025 5:08:27 PM
Attachments:image001.png
image002.png
Dear Mr. Mayor and Town Council Members,
The Vail Racquet Club would like to thank you for tabling Ordinance 24, Series of 2024. We
hope you will consider several points as your deliberations continue.
1. We believe properties that have invested in and maintain affordable housing should
receive an exemption or an offset to the per-bedroom fee. Using your formula, our rental
operation creates a ‘need’ for 13 units. We are proud to say that we have already
addressed and exceeded this ‘need’ ourselves on-site at the VRC, with 23 units rented
to employees at very affordable rates ($850/month for a one-bedroom unit). We would
be happy to verify our program annually. The invitation to visit us here in East Vail is still
open – big thanks to those who already visited. We would love to show you one of our
employee units and discuss our commitment to housing!
2. The Ordinance as currently written states that a new license is required with a change in
ownership, and the full per-bedroom fee applies to each new license. We are concerned
that the Ordinance “double dips” for the fee on a single unit due to a sale. We believe
the fee should either be assessed to the unit for the year, regardless of a change in
ownership, or a formula that pro-rates the fee to # of days the license is held.
3. Implementing the full per-bedroom fee mid-year in 2025 will create a significant
challenge to businesses like ours. In our case, the fee will be almost $200,000. We are a
not-for-profit entity, and we did not budget such a large, unexpected expense this year.
It’s been suggested we could collect it from our guests, but to collect $200,000 by June
from our on-the-books rental guests (Now – May 31), we would have to add $365 per
reservation!
4. Please consider the impact of this fee on guest perception. Tourism is the pillar of our
economy, and it is important that we not take steps that may discourage visitation. I
heard a constant refrain at the December Town Council meeting “a few more dollars a
night won’t make a difference to guests”. It may depend on how those “few dollars” are
collected. I attended the VLMDAC meeting last week, where the new Brand Perception
Report was presented. Vail was viewed poorly in important attributes for choosing a
Colorado destination, including Affordability, Value for Money Spent, and Welcoming
Atmosphere. A key takeaway was “Interview participants indicate ONE (emphasis
added) primary weakness for Vail. Vail is perceived as an expensive destination. While
Vail offers exceptional experiences, rising costs may deter some visitors or impact the
overall value of the trip.” In reviewing deterrents to visiting Vail in the summer, Research
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Director Alex Molin said that “Vail is too expensive” was the top reason. How will our
visitors view Vail for affordability, value, or welcoming atmosphere when they see a
nightly “Town of Vail Sleeping Area Fee” tacked to their guest folio?
5. We do not believe this fee is an equitable approach to collecting housing funds from
STRs and hope you will instead consider an excise tax. An excise tax is a fair way to
impose a tax across a broad range of unit types, locations, and values. Vail’s total tax of
10.8% on rooms is lower than many other destinations (Denver 15.7%; Aspen 12.2%;
Telluride 15.15%; Breckenridge 13%; Steamboat 11.4%). We would remain competitive
with the addition of an excise tax of 3%, and back-of-the-napkin math indicates that a
3% excise tax may collect more than $7.5 million annually (2,616 STR units x 46%
occupancy rate x Destimetrics Annual ADR of $578 x 3% excise tax = $7,616,186). An
excise tax allows the entire community to weigh in on the policy via a vote, building
consensus and buy-in.
With the excise tax approach, the cost imposed on a guest is proportionate to their
overall cost. As an example, with a 3% excise tax, a guest in a $1,000/night 2-bedroom
unit pays an additional $30/night; a guest in a $100/night 2-bedroom unit pays an
additional $3/night. In contrast, the per-bedroom fee approach inequitably increases
overall stay cost, in a range of less than 1% (higher-priced lodging) to 20% or more
(lower-priced lodging). As an example, a guest in a $1,000/night 2-bedroom unit pays
an additional $24/night ($12/night/bedroom), a 2.4% increase to overall cost; a guest in
a $100/night 2-bedroom unit pays the same $24/night ($12/night/bedroom), a 24%
increase to overall cost.
We understand that you feel a sense of urgency to collect funds as soon as possible to
address and resolve housing challenges, but we ask that you take a bit more time to consider
the many aspects and viewpoints related to this issue before making a final decision on
Ordinance 24, Series of 2024. We ask that if you choose the per-bedroom fee approach, you
establish an offset formula to acknowledge businesses that own and provide on-site housing
for employees; that the fee is assessed to the unit for the year and not per license (which may
result in collection of the full fee multiple times a year for a single unit with ownership
changes); and that a phased collection approach is adopted to allow an opportunity to collect
for this unbudgeted expense. We strongly encourage you to slow the process and take the
opportunity to explore an excise tax as a fair alternative to this unbalanced fee.
Thank you for your consideration. Please don’t hesitate to reach out to me with any questions.
Sincerely,
Kim Rediker
General Manager
163
(Direct) 970-476-4233
(Main) 970-476-4840
www.vailracquetclub.com
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From:Richard Grodahl
To:PublicInputTownCouncil
Subject:Fwd: ToV - STR policy considerations
Date:Saturday, January 25, 2025 9:50:42 AM
Dear ToV,
I wrote a letter to the ToV back in May of 2022 regarding STR fees . I have now become
aware of another meeting that occurred this week on Tuesday January 21st 2025.
As a long time Vail property owner and 1/2 time residentI I am very sorry to have missed the
meeting this week. I have valuable insight and many thoughts about this topic. I split my
time between Denver and Vail and I plan to move up here full time whenever I am able to
retire.
It is admirable and important that Mountain communities discuss ways to address the housing
affordability crisis.
1) Affordability of housing for local residents and seasonal employees is an issue for
EVERYONE in Vail. Affordability in Vail shouldn't be placed on the shoulders of any one
group. STR owners, absent owners, permanent residents, town government and big business
(Vail Resorts) are ALL in this together. EVERYONE must contribute.
2) I cannot afford a $3,600 fee per year for the benefit of having my 3 bedroom single family
home STR approved. I will not offer my home for short term rental if this policy is
implemented.
My home will then sit empty during peak visitor holidays when I am elsewhere.
Has the ToV considered various financial scenarios whereby part time resident home owners,
like me, drop out of the STR pool? Less STR guest days will impact the town far more than
imagined.
3) 30 days a year is too low of a threshold for STR fees to apply. If the intent is to identify
heavy usage STR properties, the threshold should be 60 days or more. Note : I believe the
State of Colorado was using 90 days as a threshold in the State Bill that was considering
increasing taxes and fees on STRs.
Some real world numbers for my home :
My home rents between 20 and 45 days a year. Averaging 33 days rented a year. Average
gross rental income to me is $475 per night from rentals. For 33 nights a year total annual
gross income to me is $15,675 before my costs. For about 15 stays (average stay is between 2
and 3 days) in a given year I incur the following fixed expenses per stay cleaning $350, snow
removal $30, Property Manager fee $50, hot tub $35, my cost to drive up and back from
Denver to inspect the home if I am in Denver $75 , damage insurance $25 per rental,
increased utility costs $25 per rental, broken missing / damaged items $27 per rental (missing
linens and towels cost me over $400 a year/ 15 stays). $617 cost per rental with 15 rentals per
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year is $9,255 average fixed cost per rental per year.
My average Gross income $15,675 minus average fixed rental costs $9,255 = $6,420 net.
Of the $6,420 I receive after the cost to rent the home. Each year I spend $2,500 for additional
liability and homeowners insurance to meet the ToV STR and my mortgage company's
insurance requirements Leaving $3,920 per year for my rental income.
I use the $3,920 net rental income for ongoing repairs to the house. This year I spent $9,500
on new carpet. Last year I painted the decks $4,500, the year before that we replaced rotting
side panels and deck rails. Every year, because of extreme mountain elements, I spend on
average $4,000 on up keep. Some expenses are caused by me renting my home some costs are
simply part of the joy and benefit of home ownership.
Regardless, every year with an average of 33 nights rented a year, my rental income is entirely
consumed by ongoing upkeep and rental expenses.
Now , if ToV adds $3,200 to my costs, it makes no sense for me to rent my home now.
Because it will cost me more to rent vs. leaving the home empty and avoiding all of the fees,
costs and wear and tear in the home.
4) I share ownership of my home with another owner. We split use of the home every other
month. We are unable to rent long term because between us two owners, in 12 years, we have
not had two consecutive months where one of us or our family isn't up at the house.
Has ToV considered how to manage homes or condos or any property with joint ownership?
Has ToV made accommodations for joint ownership? We all need to discuss this.
5) We only rent our home when one of the two of us owners are not using the home. Our
belief has been that we are providing a needed service to ToV by renting when we know the
home will be vacant.
We can offset HOA fees , property taxes and insurance costs by renting 15 times a year. Has
ToV considered the many scenarios where owners may not be able to rent long term? Has Vail
considered that many homes have fractional ownership? Has vail considered the necessary
verbiage to account for the fact that in shared ownership and shared use situations each owner
is separately responsible for their own ownership and usage of the property?
ToV must consider that any given home may have unique and separate owners each with
different usage considerations. Example - I do not rent my home often however my co-owner
who has use on separate unique dates rents EVERY day possible. I have no say in their use of
the home. They might rent 25 days and I rent 10 days. Neither of us would rent over 30 days.
How would that situation be addressed?
5) If I do not rent my home the following will happen :
a) Less visitors and income in town because either I will be at my house during the holidays ( I
do not eat in town, can't afford it. I don't rent equipment or shop in town because I have 12
seasons of stuff overflowing my storage).
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b) my property manager, cleaning service team , maintenance guys ( snow / hot tub/ repair
services, all will receive zero work from me. The negative impact to the business and people
servicing the STR community will be significant if STRs are reduced. All of those business
will suffer and probably need to reduce staff or increase fees to survive.
c) ToV will receive zero rental tax income from my home. How many other homes will drop
out of the rental pool? Have you analyzed what would happen if owners like me dropped out
of the STR program or cut rental nights to under 30 nights a year. This will happen if the 30
day Threadhold isn't increased to at least 60 days.
d) Hotel nightly costs will increase. More demand due to less STR supply during peak
holidays. Higher hotel costs = less visitors. I am already told by my prior Christmas renters, a
Europe or Japan trip is less costly vs a week or 10 days in Vail. It's not just a housing
affordability issue in vail, it's an affordability crises across every business related to a ski trip
to Colorado. $300 for a 1 Day pass at vail? How long will families be able to afford this?
e) My home will sit empty when I am not there. When I am at my house, I do not bring the
needed business to town because I eat and entertain my family and friends at my home. We all
have season passes, we do not eat on the mountain or in town. We drink one beer at Vendettas
or the George Apres Ski, then hot tub at the house, cook dinner at home and watch a movie.
Rinse and repeat.
f) if I am forced to sell my home due to rising expenses, the new owner will be extremely
wealthy ( has to be financially independent to qualify to purchase my home that has now
tripled in value). A new affluent owner will not short term rent the home, nor would they rent
a bedroom in their home to house Resort staff. This would likely be a second or third home for
a remote owner leaving the home empty and reducing visitor capacity during peak weekends.
To conclude, STR's are beneficial to ToV because they fill a gap between hotel and traditional
lodging during times of peak demand. Guests of STR's spend a lot of money in town, way
more than individual homeowners like myself. The individuals who stay at STRs are different
than those who want a full service hotel in town. Hotels and STRs do not compete for the
sane clients, there might be some overlap but in my opinion, not much.
Everyone and every business in ToV shares responsibility to resolve the housing crisis.
Richard Grodahl
Owner
949-212-0059
Begin forwarded message:
From: Richard Grodahl <rgrodahl1@gmail.com>
Date: June 7, 2022 at 8:55:41AM CDT
To: Jonathan Staufer <JStaufer@vailgov.com>
Subject: Re: ToV - STR policy meeting tonight 5/17/22
I appreciate that. I am happy to meet any time to discuss. I’m in Vail most weekends this June
and August. My sister is using the home in July.
167
Best,
Richard Grodahl
949-212-0059
On Jun 6, 2022, at 8:54 PM, Jonathan Staufer <JStaufer@vailgov.com> wrote:
Thank you very much for writing in. I’ll keep your comments in mind as we discuss this issue.
Best,
Jonathan
Get Outlook for iOS
From: Richard Grodahl <rgrodahl1@gmail.com>
Sent: Tuesday, May 17, 2022 8:23:25 AM
To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>
Subject: ToV - STR policy meeting tonight 5/17/22
Dear ToV,
My family has just become aware of the Town Council Meeting to introduce modifications to
existing STR ordinance.
I am just becoming aware of the proposal and while I do not know all of the particulars, attempting
to fund affordable housing on the backs of home owners will not improve the Vail housing situation.
I have owned in Vail for about 14 years. My first trip to Vail as a teenager was in 1979 when my
parents took the entire family and 3 ski friends for a Winter Break President’s weekend trip to a
rented home in West Vail. The home was rented via an advertisement in the back pages of Sunset
Magazine. After the purchase of my home in 2010 and living out of state, realizing our home was
sitting empty when we were not using it, we decided to offer it for rent when we were unable to be in
Vail. Remembering my family trip decades ago, we were looking for a way to offer our home for
rent. We found a local property management company, Gore Creek Priorities ( Now Vacasa).
We don’t rent our home often. However, in winter months, we could easily rent our home every day
based on demand. We don’t rent as a commercial venture, we rent when demand is high and when
our property manager has a qualified, well vetted family staying for a holiday at a premium price.
The rental income money has been used to partially fund painting the exterior of the home, replacing
the roof and generally to offset ongoing home maintenance costs which are significant in Vail. I see
this as a win / win / win / win. The home isn’t sitting empty during times of peak demand, visiting
families (like my family in 1979) can enjoy a family ski trip in a mountain home, my property
management company Gore Creek Property makes money, I offset some home maintenance costs,
ToV receives tax income on the rental fees. Seems very reasonable for everyone.
While renting homes has become more visible via the internet and social media. STR’s for 2nd
homes and rental homes in unique destination resorts is not new. From my experience, Short Term
Rentals for individual’s homes has always been done. To think STR is a new phenomenon now
somehow negatively impacting the community is not correct. STR is a simple issue of supply,
demand, cost and convenience. This has been ongoing since the time Vail was founded and before.
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As an owner, there is no reason to rent my property if the fees and expenses were outweigh any
benefits.
The ToV can come up with any STR fee structure and create any number of restrictions on STR’s
but new ordinances will not automatically increase tax revenue to ToV. In fact, the opposite could
occur.
For me as an owner, and part time resident, exorbitant STR fees and restrictions will cause me to
keep the home empty when I’m not using my home. This will lessen availability for
accommodations during peak demand like World Cup, Spring Break, Christmas, etc. Costs will go
up at resorts during those peak times due to higher demand for fewer properties and fewer rooms.
There will not be an increase in long term rentals because for owners like me, I use my home and
can’t rent long term.
Summary -
1) STR’s have always been in existence
2) Owner’s sometimes offer their empty home for a fee when not in use
3) increasing fees for home owners STR’s will reduce STR availability, increase costs for visitors
coming to Vail and have zero impact on housing availability and affordability in Vail and Eagle
County
4) While funding affordable housing is a very admirable goal, the belief that existing home owners
will somehow pay for new housing projects via increased STR fees is unrealistic
The new ordinances appear to be an overreach by the ToV. Significantly increasing STR fees could
most likely cause further housing availability and affordability challenges.
How is it that the ToV has come to the conclusion that taxing the rental income received by owners
is not enough?
If there are other issues regarding STR’s , the individual HOA’s at each property or neighborhood
can address these concerns via their CC&R’s.
ToV STR assumptions are erroneous and short sighted.
What will happen to property management companies when owners stop or reduce STR availability
for their homes?
What will happen to Visitor counts when resorts are full or too costly for out of state families?
What impact will this have on local businesses when 2nd homes sit empty?
What consideration does the new policy give to an owner who might forgo using their home during
peak vacation dates in order to allow a visiting family to rent the home for Spring Break or
Christmas?
A set of annual fees based on number of rooms or other arbitrary coats don’t make any sense for an
owner like me who might rent a few weekends in the winter and summer.
What is the impact to the tax assumptions if many owners, like myself, choose to discontinue my
property manager and no longer rent short term?
I have 3 bedrooms, an annual STR fee greater than my net annual rental income will guarantee my
169
home will not be on the STR list. The Town will receive $0 for my property.
Double and triple check your assumptions, the real impact of these new proposed ordinances and
fees are not known and most likely inverse to your intent.
I am happy to have a discussion with anyone at ToV to share my experiences.
Regards,
Richard Grodahl
949-212-0059
170
From:Karen Braden
To:Council Dist List
Subject:Letter from our CEO regarding the proposed increase in STR fees
Date:Friday, January 31, 2025 10:35:43 AM
Attachments:town of vail.docx
Hello:
Please find attached, a letter from our CEO to the Town Council
regarding the proposed increase in STR fees.
Please ensure that this letter reaches the Council as soon as possible
for their consideration in making a decision about the increase at the
February 4, 2025 Town Council meeting. Actually, would you please
reply to this email acknowledging receipt of this letter on behalf of
the Town Council?
Thank you,
Karen
--
Karen Braden
Assistant General Manager
Sandstone Creek Club
(970) 476-4405
171
Sandstone Creek Club
1020 Vail View Drive
Vail, CO 81657
(970) 476-4405
January 22, 2025
Vail Town Council
75 S. Frontage Rd W
Vail, CO 81657
RE: Ordinance NO. 24; Amending Chapter 4-14 of the Vail Town Code Fees for Short Term Rentals
Dear Councilpersons:
The purpose of this letter is to express our opposition to the proposed increase in Short Term Rental (“STR”)
impact fees to be assessed on the sleeping areas within a domicile. Such increase in STR fees to approximately
$226,800 per year would place an undue burden on Sandstone Creek Club (“Sandstone”) whose timeshare
operation has in no way contributed to the perceived shortage of long-term housing opportunities within the
community. Therefore, Sandstone asks to be exempt from the terms of the proposed amendment.
Timeshares are generally designed, built, sold in individual weeks and operated as short-term occupancy
facilities. Rarely do timeshare facilities have condominium units which are owned by one individual for a whole
year such as a “condo hotel”. Sandstone was not built nor intended to be and does not have the ability to be
used for long term housing. Sandstone members are deeded real property owners who own a fixed week each
year. Therefore, we are not taking away from the inventory of available housing for use as long term rentals by
our operations.
The purpose and intent of the proposed increase in STR fees is to establish a fund to create more long-term
housing for locals which the Council believes has been depleted and is eroding by individuals, entities, etc. who
are buying property in Vail and removing such property from the long term housing inventory and who
subsequently short term rent said properties through organizations like AirBnB and VRBO. As Sandstone has
never had any long-term rental units to offer nor the ability to create any, such an increase in fees would appear
to be arbitrary and unreasonable.
Sandstone has a rental program for those owners who cannot use or exchange their respective week, but this is
secondary to the operations and no way impacts the surrounding area. It must be remembered as timeshares are
built for short term occupancy, they have front desk, housekeeping and maintenance staff on site as well as
adequate parking.
The existing STR fee and program was basically implemented to acquire a database of properties and to provide
a structure for the Town for tax collection and responsibility. For Sandstone the implementation of this
ordinance was a non-issue. Sandstone already had a business license and pays sales and marketing taxes on its
rental operations and the additional STR fee of $50 per unit was not onerous. However, the yearly $1,200 per
sleeping area fee within a unit is a step too far for Sandstone as all our members would be shouldering such cost
even though such members are using their respective week. The $226,800 yearly fee which would be assessed
on Sandstone is an amount which Sandstone cannot afford. It would likely result in Sandstone and other
timeshares in Vail adjusting business models, if possible, or face liquidation as our respective members may
believe owning a timeshare is not worth the vacation they currently enjoy in Vail. This would result in a large
decrease in the number of timeshare visitors to the Town who come and spend money and generate sales tax
revenue even in the off season.
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In conclusion, please consider who this fee should apply to and impose it on those entities which are causing the
problem. As Sandstone and the other Vail timeshares are not the cause or the contributors to the STR issues, we
should be granted an exemption from this proposal.
One final note, if the lack of long-term affordable housing is an imperative issue, then all entities should
contribute to the solution not just the ones under this proposed ordinance. From my experience, increased
density with subsidized rental housing is usually the most expeditious way to address this problem.
Sincerely,
Nick Giancamilli
Chief Executive Officer
173
From:Mark Koeppen
To:Council Dist List
Subject:Public Comment to Ordinance No. 24, Series of 2024, Second Reading, Ordinance Amending Chapter 4-14
Date:Wednesday, January 29, 2025 2:02:28 PM
Attachments:Vail Town Council STR Hearing 02042025.pdf
Hello members of the Town Council –
Please accept my letter to the Council for the February 4th meeting in opposition to the STR
fee.
I appreciate your consideration of my analysis and what expected outcomes you would likely
experience of this initiative.
Mark Koeppen, AIF®
303-477-1505
Sandstone Deeded Property Owner
174
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o
o Town of Vail General Fund: The Town of Vail contributed a significant portion of the
project's funding from its general fund. While the exact amount allocated from the
general fund is not always explicitly broken out in public documents, the town
committed substantial resources to the project.
o Bond Issuances: The Town of Vail issued bonds to help finance the Timber Ridge
Village project. For example:
o In 2021, the town issued $50 million in bonds specifically for affordable housing
projects, including Timber Ridge Village.
o Additional bond issuances may have been used to cover the remaining costs, as
the total project cost far exceeds the $50 million bond issuance.
176
177
178
From:Karissa S
To:PublicInputTownCouncil
Subject:Opposition to Proposed $1,200 Per Bedroom STR Fee – Ordinance No. 24, Series 2024
Date:Tuesday, February 4, 2025 8:02:01 PM
Dear Vail Town Council Members,
I am writing to express my deep concern over the proposed ordinance that would impose an
annual regulatory fee of $1,200 per bedroom on short-term rentals (STRs) in Vail. As a
homeowner who takes pride in being part of this community, I understand the importance of
maintaining a balanced housing market. However, this proposal is excessive, unfairly targets
STR owners, and could have unintended consequences that harm the very fabric of Vail.
Like many others, I didn’t purchase my home in Vail just as an investment—I bought it
because I love this town. I am a Colorado native and it has been my lifelong dream to own a
place in Vail, and last November my dream became a reality. Renting my home as a short-
term rental allows me to afford to keep it, maintain it, and continue spending time here. This
fee would make that significantly harder, if not impossible, for many homeowners like me. I
fear I will have to sell my lifelong dream to accommodate this ordinance.
I respectfully ask you to reconsider this approach for the following reasons:
1. This Fee is Excessive and Unprecedented
A $1,200-per-bedroom fee is one of the highest of its kind in Colorado and would place
an unreasonable financial burden on homeowners who rely on STR income to help
cover property taxes, HOA fees, and home maintenance. This isn’t just a minor increase
—it’s a drastic shift that could force many to reconsider whether they can afford to keep
their homes.
2. STR Owners Are Not the Cause of the Housing Affordability Problem
The Town’s own 2022 Short-Term Rental Fee Analysis concluded that STRs have had
only a modest impact on the local housing market. Vail’s affordability challenges stem
from broader economic factors, like high demand in a resort town and wages that don’t
always align with the cost of living. Blaming STRs and imposing a steep fee won’t
solve these deeper issues.
3. This Fee Will Push Local Homeowners Out
Many of us rent out our homes not as a business but as a way to make ownership in Vail
possible. If this policy is adopted, some will be forced to sell, and those homes may not
become affordable housing—they’re more likely to be sold to wealthier buyers who
don’t rent at all, leading to even more vacant homes. This could hurt the local economy
by reducing visitor spending at restaurants, shops, and businesses that depend on
tourism.
4. It’s Unfair to Single Out STR Owners
If the Town truly wants to impose an impact fee, it should apply fairly to all lodging
types, including condo-hotels and fractional ownership properties. Singling out
individual homeowners who operate STRs while allowing larger lodging businesses to
avoid similar fees is simply unfair.
179
5. A More Balanced Approach is Needed
If the goal is to fund affordable housing, there are more reasonable alternatives. A
modest, well-structured excise tax on short-term rental stays—one that is aligned with
actual visitor demand—would be a more effective and fair way to generate revenue.
Additionally, working collaboratively with homeowners on reasonable regulations
would foster goodwill rather than resentment.
I love Vail and want to see it thrive. But this proposal is not the way to do it. I urge you to
reject this ordinance and instead pursue a more equitable, data-driven approach that doesn’t
place the entire burden on STR owners.
Thank you for your time and consideration. I sincerely hope you will listen to the voices of
homeowners and work toward a solution that benefits the entire community.
Sincerely,
Karissa Simonsen
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From:George Tyler
To:PublicInputTownCouncil
Subject:Opposition to Unreasonable Short-Term Rental Fee Increase
Date:Tuesday, February 4, 2025 10:54:47 AM
Dear Vail Town Council Members,
I am writing to express my strong opposition to the proposed drastic increase in short-
term rental (STR) fees. As a lifelong skier who has skied at Vail every year since the resort
opened, Vail has been an integral part of my life. My father was a proud member of the
10th Mountain Division, and he served as one of the early presidents of the Colorado Ski
Museum. Our family has deep roots in this community, and we continue to contribute to
Vail in many ways.
Like many homeowners, I rely on short-term rentals to help offset the high costs of
property taxes and maintenance. This allows me to keep my home in Vail while also
supporting the local economy—frequenting restaurants, attending events, and
sustaining the businesses that make Vail such a special place.
The proposed STR fee increase—100 times the current rate—is excessive and unfairly
targets one segment of homeowners. Raising fees from under $300 to $1,200 per
bedroom per year is an unreasonable burden. Such an extreme increase is not only
financially harmful but also punitive to homeowners who have long been part of Vail’s
history and success.
I urge the council to reconsider this proposal and instead pursue a more balanced and
reasonable approach that does not place an unfair financial strain on homeowners.
Please take into account the impact this will have on families, long-time residents, and
those who have helped shape Vail into the world-class destination it is today.
Thank you for your time and consideration. I hope you will listen to the concerns of your
community and find a fairer solution.
Sincerely,
George Tyler
All Seasons B-4
Currently serving on the board of Directors for All Seasons
181
From:barbara petersen
To:PublicInputTownCouncil
Subject:Ordinance 24
Date:Tuesday, February 4, 2025 1:03:55 PM
Please consider the unintended consequences of ordinance 24. I will likely pull my rental off of the market, which
will escalate the prices of rental units. I’m guessing many will follow suit.
The fee will be cost prohibited for my two bedroom plus loft. I have 7 beds in a small property. I am reading that
each one of those beds will be assessed a $1200 annual fee. Even if I lock off the loft and remove the pullout couch
to allow for only two sleeping areas. I would still not be able to pay the $2400 annually. I think you will be cutting
into the supply, and obviously escalating cost for both short and long-term renters.
Sent from my iPhone
182
From:Kim Rediker
To:PublicInputTownCouncil
Subject:Ordinance 24, Series of 2024
Date:Wednesday, January 22, 2025 4:08:45 PM
Attachments:image001.png
image002.png
Dear Mr. Mayor and Town Council Members,
The Vail Racquet Club would like to thank you for tabling Ordinance 24, Series of 2024. We
hope you will consider several points as your deliberations continue.
1. We believe properties that have invested in and maintain affordable housing should
receive an exemption or an offset to the per-bedroom fee. Using your formula, our rental
operation creates a ‘need’ for 13 units. We are proud to say that we have already
addressed and exceeded this ‘need’ ourselves on-site at the VRC, with 23 units rented
to employees at very affordable rates ($850/month for a one-bedroom unit). We would
be happy to verify our program annually. The invitation to visit us here in East Vail is still
open – big thanks to those who already visited. We would love to show you one of our
employee units and discuss our commitment to housing!
2. The Ordinance as currently written states that a new license is required with a change in
ownership, and the full per-bedroom fee applies to each new license. We are concerned
that the Ordinance “double dips” for the fee on a single unit due to a sale. We believe
the fee should either be assessed to the unit for the year, regardless of a change in
ownership, or a formula that pro-rates the fee to # of days the license is held.
3. Implementing the full per-bedroom fee mid-year in 2025 will create a significant
challenge to businesses like ours. In our case, the fee will be almost $200,000. We are a
not-for-profit entity, and we did not budget such a large, unexpected expense this year.
It’s been suggested we could collect it from our guests, but to collect $200,000 by June
from our on-the-books rental guests (Now – May 31), we would have to add $365 per
reservation!
4. Please consider the impact of this fee on guest perception. Tourism is the pillar of our
economy, and it is important that we not take steps that may discourage visitation. I
heard a constant refrain at the December Town Council meeting “a few more dollars a
night won’t make a difference to guests”. It may depend on how those “few dollars” are
collected. I attended the VLMDAC meeting last week, where the new Brand Perception
Report was presented. Vail was viewed poorly in important attributes for choosing a
Colorado destination, including Affordability, Value for Money Spent, and Welcoming
Atmosphere. A key takeaway was “Interview participants indicate ONE (emphasis
added) primary weakness for Vail. Vail is perceived as an expensive destination. While
Vail offers exceptional experiences, rising costs may deter some visitors or impact the
overall value of the trip.” In reviewing deterrents to visiting Vail in the summer, Research
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Director Alex Molin said that “Vail is too expensive” was the top reason. How will our
visitors view Vail for affordability, value, or welcoming atmosphere when they see a
nightly “Town of Vail Sleeping Area Fee” tacked to their guest folio?
5. We do not believe this fee is an equitable approach to collecting housing funds from
STRs and hope you will instead consider an excise tax. An excise tax is a fair way to
impose a tax across a broad range of unit types, locations, and values. Vail’s total tax of
10.8% on rooms is lower than many other destinations (Denver 15.7%; Aspen 12.2%;
Telluride 15.15%; Breckenridge 13%; Steamboat 11.4%). We would remain competitive
with the addition of an excise tax of 3%, and back-of-the-napkin math indicates that a
3% excise tax may collect more than $7.5 million annually (2,616 STR units x 46%
occupancy rate x Destimetrics Annual ADR of $578 x 3% excise tax = $7,616,186). An
excise tax allows the entire community to weigh in on the policy via a vote, building
consensus and buy-in.
With the excise tax approach, the cost imposed on a guest is proportionate to their
overall cost. As an example, with a 3% excise tax, a guest in a $1,000/night 2-bedroom
unit pays an additional $30/night; a guest in a $100/night 2-bedroom unit pays an
additional $3/night. In contrast, the per-bedroom fee approach inequitably increases
overall stay cost, in a range of less than 1% (higher-priced lodging) to 20% or more
(lower-priced lodging). As an example, a guest in a $1,000/night 2-bedroom unit pays
an additional $24/night ($12/night/bedroom), a 2.4% increase to overall cost; a guest in
a $100/night 2-bedroom unit pays the same $24/night ($12/night/bedroom), a 24%
increase to overall cost.
We understand that you feel a sense of urgency to collect funds as soon as possible to
address and resolve housing challenges, but we ask that you take a bit more time to consider
the many aspects and viewpoints related to this issue before making a final decision on
Ordinance 24, Series of 2024. We ask that if you choose the per-bedroom fee approach, you
establish an offset formula to acknowledge businesses that own and provide on-site housing
for employees; that the fee is assessed to the unit for the year and not per license (which may
result in collection of the full fee multiple times a year for a single unit with ownership
changes); and that a phased collection approach is adopted to allow an opportunity to collect
for this unbudgeted expense. We strongly encourage you to slow the process and take the
opportunity to explore an excise tax as a fair alternative to this unbalanced fee.
Thank you for your consideration. Please don’t hesitate to reach out to me with any questions.
Sincerely,
Kim Rediker
General Manager
184
(Direct) 970-476-4233
(Main) 970-476-4840
www.vailracquetclub.com
185
From:David Ridley
To:PublicInputTownCouncil
Cc:Kim Rediker
Subject:Ordinance 24
Date:Tuesday, February 4, 2025 12:13:33 PM
To whom it may concern,
This is the letter I wrote to the Town Council a few weeks ago on the impact of Ordinance 24. I wish to
submit it to the public record for consideration. It follows in its entirety.
It is my understanding that the proposed fee is now a $1,200 per bedroom fee, which is slightly better, but
still seems an excessive year-over-year increase.
I understand that legal counsel to the Town has recommended levying an excise tax, which seems a
more equitable means to help address this problem on its surface.
******
I wrote to you all before your last meeting to express my concern over Ordinance 24 and, subsequently,
watched the video of the Town Council meeting at which Ordinance 24 was discussed. I am unable to
attend your next, and I presume last, meeting on this topic, so I would like to share my thoughts on what I
would say if I were able to attend.
My wife and I purchased our small 1-bedroom condo at the Vail Racquet Club in 2011. We often say to
each other that it was the best money we have ever spent. Vail and the Racquet Club have become a
respite for us, away from our hectic lives. We cherish every minute we have the opportunity to spend
here, in town, at the Racquet Club at Vail Mountain Resort in the winter and in the surrounding mountains
in summer and fall. We love on and off-seasons here.
But, we are not here full time. As such, for the past 13+ years, we've chosen to rent our condo out,
through the Racquet Club's short-term-rental program when we cannot be here. We make some, but not
a ton, of money on our rental unit when we are away but, most importantly, it gives us the flexibility to
spend extended periods of time in Vail, at the restaurants, enjoying the mountain, the golf club, the
Racquet Club and all the village has to offer. That, for us, eliminates our desire to rent our unit on a more
long-term basis.
As I watched the video, I thought there were many salient and strong arguments made by Kim and other
members of the community who operate short-term rental programs and apartment hotels. As such, I
was pretty surprised to see that the vote was unanimously in favor of moving forward.
As I understand it, the current fee for a short-term rental is $50 per year. That seems low to me.
However, a $1,200 "per sleeping area" fee, a 24 times increase in just a single year, seem exorbitant.
This, if a "sleeping area" would be defined as a bedroom. We have a very small unit and a pull-out
couch. If you were to define our living room as a "sleeping area", then our annual cost would amount to
double that again. I strongly urge you to consider this in your definition of "sleeping area" and, even if you
move forward at this rate, that you not impose a 48x fee on a homeowner who simply wants others to be
able to enjoy the Vail Valley as much as we do when we cannot be here.
A couple of other considerations:
Perhaps you might consider a nominal increase for owners who operate only a single property and
use it for substantial periods of time during any given year (like us). For individuals who own
multiple properties in the town or valley I can understand a larger fee may be necessary to help
alleviate some of the burden short-term rental units place on the housing issues the valley is
facing.
As Kim eloquently outlined during the meeting, the Racquet Club has taken extensive steps to
create a housing solution for their employees and provide such housing to lessen the housing
issue on the town and valley as a whole. Perhaps an exemption or reduction for businesses who
have created such a program should be considered.
While Kim would have a better sense than I do, I suspect that we are not alone as single-unit owners
186
within the Racquet Club and I would suspect, though I am uninformed on this matter, in other condo
blocks in East Vail and around town, whose owners would choose to just use their condos for personal
use if the cost-benefit equation of mortgage, taxes, utilities, insurance, maintenance and wear-and-tear
on their units did not favor continuing to rent their units at all. This, unintended consequence, I believe
would make the housing situation worse rather than better.
I feel a more comprehensive solution should be considered to solve this very complex problem including,
as I outlined above, a moderate increase in these taxes placed on owners renting their units, a higher rate
schedule for those who run their rental operation as a business and perhaps spend little or no time in
town and own multiple properties, as well as construction of more affordable housing units in town and
down valley. It feels as though this incredible surge in the fee is trying to make up for years and years of
neglecting the problem with a single solution. I am not well educated on this, but it certainly seems so
from my perspective.
I thank you for your time and consideration.
Respectfully,
David
Sent from Yahoo Mail for iPhone
187
From:Nick Wilde
To:PublicInputTownCouncil
Subject:Please consider an excise tax in lieu of Ordinance 24, Series of 2024 per-bedroom fee.
Date:Tuesday, February 4, 2025 12:37:11 PM
As an owner and property tax payer in Vail for the past 10 years, I'm urging you to consideran
excise tax. An excise tax is a fair way to impose a tax across a broad range of units, in contrast
to Ordinance 24's per-bedroom fee.
An excise tax is a fair way to impose a tax across a broad range of unit types, locations, and
values. Vail’s total tax of 10.8% on rooms is lower than many other destinations
(Denver 15.7%; Aspen 12.2%; Telluride 15.15%; Breckenridge 13%; Steamboat 11.4%). Vail
should remain competitive with the addition of an excise tax of 3%, which may collect more
than $7.5 million annually. An excise tax allows the entire community to weigh in on the
policy via a vote, building consensus and buy-in.
With the excise tax approach, the cost imposed on a guest is proportionate to their overall cost.
As an example, with a 3% excise tax, a guest in a $1,000/night 2-bedroom unit pays an
additional $30/night; a guest in a $100/night 2-bedroom unit pays an additional $3/night. In
contrast, the per-bedroom fee approach inequitably increases overall stay cost, in a range of
less than 1% (higher-priced lodging) to 20% or more (lower-priced lodging). As an example, a
guest in a $1,000/night 2-bedroom unit pays an additional $24/night ($12/night/bedroom), a
2.4% increase to overall cost; a guest in a $100/night 2-bedroom unit pays the same $24/night
($12/night/bedroom), a 24% increase to overall cost.
Thank you,
- Nicholas P Wilde,
Owner, Vail Racquet Club Building 14, Unit 12
188
From:Rich Slinkman
To:PublicInputTownCouncil
Subject:Proposed Increase STR Fees
Date:Tuesday, February 4, 2025 7:27:08 AM
Dear Vail Council.
I am writing you with reference to the council meeting that is schedule for today and to voice
my disappointment and opposition to the proposed increase in Short-Term Rental fees,
including the proposal to add an additional tax of $1,200.00 per bedroom per STR.
I have been coming to Vail since 1978. My guess is that longer than many on the council.
(My parents have been coming to Vail for longer.) In the beginning, we came as a family
once a year and now have progressed to spending about six weeks a year in Vail with the goal
of spending more time once I am able to look toward retirement. Vail has been, and continues
to be, a second home to me and my family. I would like to be able to keep that going in the
future. In 1993 my family purchased a home in East Vail, which provided us with the
opportunity to visit Vail more often, and I look forward to continuing such in the future and
for my family’s future generations. A few years ago, we found that it was not financially
feasible to continue to keep our home in East Vail without the ability to off-set some of the
carrying costs by renting the home to other families for various weeks through the year. The
income from the STR allows us to keep our home in our family, but also share the wonderful
experience of Vail with other families. We love hearing from other families that stay at our
home what a enjoyable experience they have had and they look forward to returning. We
want to continue such for our family and for other families. By adding additional STR
fees/taxes, Vail is threatening to take away our home and take away our ability for our family
to continue these experiences. We certainly do not come anywhere near to making a profit on
the rental of our home, but the income from the STR in necessary to off-set the carrying costs
of our home so that we can continue to keep it.
If the reasoning for adding an additional tax of $1,200.00 per bedroom for our home is to help
with the lack of housing for workers in the Vail area, there is no logic for such, as working
people are not going to be able to enter into a long-term rental of a home of our size unless
they piled 10+ people into the home, which is something I am sure that Vail, nor the
surrounding neighbors in East Vail would be thrilled with. Frankly, there is no rational basis
for taxing larger homes for the stated purpose of increasing housing for workers, when no
workers would be able to afford a long-term rental on homes such as ours, or purchase a home
valued at this price point, and my legal opinion is that it will create Constitutional due process
concerns as well.
If Vail is insistent on trying to increase fess/taxes on the homeowners in Vail, which I
respectfully suggest in not a solution to the housing shortage for workers, I suggest a better
solution may be to tax corporations or persons who own multiple STRs, rather than tax
families that own one STR and only rent it for the purpose of being able to keep their home
and the Vail experience with their families. If Vail wishes to open up the opportunity for
housing for workers, this would be a far better solution to prevent corporations or entities from
“scooping up” multiple condos, etc., that are at a price point that workers can afford. Another
rational option is to build low-cost housing for workers, which has been discussed time and
time again, but nothing has been done. Again, that is a far more reasonable option that taking
away the homes of families that call Vail a second home.
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With the negativity that Vail is getting due to Vail Resorts, which can only drive people away
from Vail, this type of additional negativity is the last thing that is needed. These additional
fees/taxes are, respectfully, very short-sighted. Vail is built upon tourism, the last thing we
need for the restaurant owners, shop owners, workers, etc. is to drive people away from Vail…
but, I suppose that would solve the issue with needing housing for workers, as there would be
no need for as many workers.
I thank you and appreciate your consideration of my thoughts set out above. Should anyone
wish to discuss such with me, I am more than happy to discuss such with you at anytime. My
office contact is below, and my cell phone number is: 561-373-9934.
Rich
Richard K. Slinkman, Esquire
Slinkman, Slinkman & Wynne, P.A.
1015 W. Indiantown Road
Suite 101-A
Jupiter, FL 33458
Phone: 561-686-3400
Fax: 561-686-5683
E-mail: rich@sswlawfl.com
Board Certified Civil Trial Attorney
Supreme Court Civil Circuit Court Mediator
NOTICE: This e-mail message and any attachment to this e-mail message are attorney PRIVILEGED and CONFIDENTIAL. If you are not
the intended recipient, you must not review, retransmit, convert to hard copy, copy, use or disseminate this e-mail or any attachments to
it. If you have received this e-mail in error, please notify us immediately by return e-mail or by telephone at 561-686-3400 and delete this
message. Please note that if this e-mail message contains a forwarded message or is a reply to a prior message, some or all of the
contents of this message or any attachments may not have been produced by Slinkman, Slinkman & Wynne, P.A.
190
From:John Obering
To:PublicInputTownCouncil
Subject:Proposed Ordinance (ORDINANCE NO. 24 SERIES 2024): Short Term Rental Fee Increases
Date:Tuesday, February 4, 2025 11:01:39 AM
Attachments:image001.png
To whom it may concern on the Vail Town Council,
It has come to my attention that the Council is set to vote this evening on imposing yet another
hinderance on short term rental properties in the Valley. I won’t enumerate the many reasons this
new $1,200/bedroom TAX is outrageous and ill contemplated. Suffice it to say that Vail’s entire
existence depends on tourists coming to stay in Vail. If TOV continues to make it more and more
onerous and expensive for them to do so, they will simply find other places to go.
Kind regards,
John L. Obering
President
Helm Energy, LLC
5251 DTC Parkway Suite 425
Greenwood Village, CO 80111
e-mail: jobering@helmenergy.com
Tel: (303) 863-0400
Mobile: (303) 888-0448
191
From:Peggy Fuller
To:PublicInputTownCouncil
Subject:Proposed Short Term Rental fee increase
Date:Monday, February 3, 2025 7:45:33 PM
Hello,
I currently own a 3 bedroom unit at the Villa Cortina in Vail Village. I have owned the unit for
over 20 years and rent it so that I can afford to have a place in Vail. Because I also use it both
in the winter and the summer, I cannot make it available for long term employee housing.
I have been coming to Vail since 1964, and either my family or I have continuously owned
property in the village since then. When we could, we were able to rent out to employees for
year long rentals. However, with my condo, I would never be able to enjoy the valley myself if
I rented it out full time.
It is not fair to tax those that provide short term rentals to bring in the tourists that support the
valley. Short Term rentals support the valley. Employees do need affordable housing, but
many of us aren't able to rent for long periods of time. Maybe the town needs to look at other
options, such as increasing wages that are paid to employees and building more affordable
employee housing down valley. Requiring new buildings to provide employee housing has to
require the housing to actually be affordable. (Case in point: The First Bank site will be
redeveloped with an "Employee Housing Unit" that will sell for over a million dollars. Is that
considered affordable?) There has to be a better solution and it isn't putting the entire burden
on people who offer short term rentals.
I hope the council will do the right thing and vote this proposal down. There has to be a better,
more equitable, solution.
Thank you.
Peggy Fuller
192
From:Jessica Davis
To:Dave Chapin; Barry Davis
Cc:PublicInputTownCouncil
Subject:RE: Letter from the Vail Spa Board of Directors re: Proposed STR Fee Increase
Date:Monday, February 3, 2025 5:22:47 PM
Attachments:image001.png
Thank you Dave and Barry. The Vail Spa Board appreciates your consideration, and I will
see you tomorrow night.
I have a few questions – will you be speaking to these points during the meeting
tomorrow?
First, I believe that STRs should contribute towards long-term housing solutions, but this
can only be a piece of the funding puzzle. How will other Vail businesses (restaurants,
retail, hotels) be contributing to the long-term housing fund? Are they already?
How will the funds be used? Will TOV build new housing? What would be the
approximate timeline for a new development?
Finally, STR properties can bring in hugely varied amounts of annual revenue. A luxury
rental might bring in $10,000 per night while a smaller property is charging $500. This is
good, in that it allows for a variety of price points and diversity in the visitors to Vail.
Some owners only rent for a few weeks of the year, when we really need the beds, but
their overall annual revenue is relatively minimal. Has there been any consideration to
making the fee more equitable based on annual revenue?
Thanks again for your time and all you do in support of the Town of Vail.
Best regards,
Jessica
vs logo email Jessica Davis
General Manager | Vail Spa Condominiums
710 W. Lionshead Circle, Vail, CO 81657
Toll free 800.441.5419 | Main 970.476.0882
jdavis@vailspa.com
www.vailspa.com
193
You don't often get email from dchapin@vail.gov. Learn why this is important
From: Dave Chapin <DChapin@vail.gov>
Sent: Monday, February 3, 2025 8:56 AM
To: Jessica Davis <jdavis@vailspa.com>
Subject: Re: Letter from the Vail Spa Board of Directors re: Proposed STR Fee Increase
Hello Jessica, acknowledging your email. Thank you for taking the time to share your
feedback.
Dave Chapin
Vail Town Council
From: Jessica Davis <jdavis@vailspa.com>
Sent: Friday, January 31, 2025 4:49:02 PM
To: PublicInputTownCouncil <publicinput.vailtowncouncil@vailgov.com>
Subject: Letter from the Vail Spa Board of Directors re: Proposed STR Fee Increase
Dear Town Council Members,
Please see attached letter from the Vail Spa Board of Directors regarding the proposed
increase to short-term rental fees. Please let me know if we may answer any questions or
provide additional information that could be helpful to the conversation. I plan to be present at
the February 4th meeting.
Thank you for your time and attention.
Best regards,
Jessica
Jessica Davis
General Manager | Vail Spa Condominiums
710 W. Lionshead Circle, Vail, CO 81657
Toll free 800.441.5419 | Main 970.476.0882
jdavis@vailspa.com
194
vs logo email
www.vailspa.com
195
From:Greg Simpson
To:PublicInputTownCouncil
Subject:Second Reading Ordinance 24
Date:Tuesday, February 4, 2025 2:11:12 PM
Vail Town Council:
First, I appreciate how serious you are treating the issue of affordable housing within the
Vail Valley. It is a critical issue that has been brewing for the last few years that requires a
reliable solution. Although difficult, funds must be raised to address the situation.
Given the gravity of the problem, how this will be resolved is important to the long term
vitality of the local economy. It is for this reason I hope that the Town Council will take the
necessary time to consider all options. I am concerned that not enough focus has been put
towards an excise tax in lieu of the proposed per bedroom fee. It's important that we find a
way to distribute the burden equitably and we maintain a sense of value to the guests who visit
our area.
Thank you again for your service, and I wish you good luck in determining an approach that
benefits everyone while ensuring a fair and balanced distribution of the costs.
Greg Simpson
196
From:Brittany Hodges
To:PublicInputTownCouncil
Subject:Short Term Rental Fee Changes
Date:Tuesday, February 4, 2025 11:05:38 AM
Attachments:Vail Town Council- STR Rules- Hodges.pdf
Hello Vail Town Council,
Please find attached a *.pdf letter of public comment for the Town Council meeting on
February 4.
I strongly oppose the currently proposed Short Term Rental per-bedroom fee. This
dramatic increase will have many negative consequences for residents and hospitality
businesses like mine, my cleaners, and property management companies,
without having the desired impact of increasing or improving workforce housing. A
moderate STR fee increase of between 5-20% would be reasonable, but the currently
proposed fees are not reasonable and should be voted down.
Thank you,
Brittany Hodges
4041 Bighorn Rd. #10A
Vail, CO 81657
197
From:Matthew Hockett
To:PublicInputTownCouncil
Subject:short term rental proposal
Date:Tuesday, February 4, 2025 3:06:21 PM
Mr. Mayor and Town Council Members,
I understand the Town Council is considering a new short term rental fee be assessed to
second home owners. I write today to oppose that measure. I hope that hearing from me and
others in a similar situation will help you understand why I am opposed to what I view as a
significant fee.
I am a second home owner with a place in East Vail at the Racquet Club. My family and I
spend a great deal of time in Vail and we greatly enjoy hosting family and friends at our home.
We rent our place less than 100 days per year to offset the many costs that come with having a
short term rental (damages, adhering to the Town of Vail requirements for a platinum rating,
the regular maintenance associated with owning any home, etc.). The rental income we earn is
not significant and we are not absentee owners. We spend a great deal of time in the area. And
I would like to think we add considerable value to the community by regularly bringing
visitors to the area. More than that, we have come to consider Vail our home. We have made
friends in the area, we participate in tennis programs in the summer, and always make a point
of visiting our favorite shop keepers during the winter. Vail is very much home to us even
though we can't live there fulltime (yet). As such, it is disappointing to hear a small minority
of our neighbors look to us for a dramatic fee increase that would come directly out of our
pocket. It feels as though we have been demonized and made the focal point for what has
always been and continues to be a problem spread across all desirable places to live, not just
Vail.
I should note that my family and I have spent nearly all our free time in Colorado since I was a
boy. Some of my ancestors helped settle the area. And both the state of Colorado and now
Vail itself hold a special place in my heart. It has been my great pleasure to introduce friends
and family from afar to the area since I bought our place in 2019. From my earliest days
visiting the area while growing up through the time I spent working at Keystone and living in
employee housing there I always knew I would want a home in Colorado. I also knew it would
take an extraordinary amount of work to accomplish that. I'm disappointed to learn that after I
worked 25 years sacrificing to build my own business and working nights, weekends, and
holidays to afford the American dream, a second home I could enjoy with my family, and the
very community I have joined now seems to be making me and others like me feel
unwelcome.
Clearly, affordable housing is a significant issue. But suddenly socking some members of the
community with significant fees isn't the answer. Make no mistake, the vast majority of
second home owners are in the same situation as me - living their dream and simply renting on
occasion to help make that dream possible. We aren't real estate moguls who own condo
complexes or multiple homes in the area that are never used. And we aren't absentee landlords.
We love the area, we love the community, and we spend as much time there as possible.
Please don't demonize us. Realize that we are part of the community as well and these
significant fees will place a hardship on many of us.
I thank you for allowing me to provide my opinion on this matter. And I hope the Town
198
Council considers other options. But mostly I hope you remember that we are your neighbors
as well.
Thank you,
Matthew Hockett
Vail Racquet Club Owner
199
From:Adam Simonsen
To:PublicInputTownCouncil
Subject:Short Term Rental Tax Hike
Date:Wednesday, February 5, 2025 7:54:52 AM
To Whom It May Concern,
I cannot help but put ponder the timing of this vote on a tax increase. It just so happens that as this vote comes to
the council that Vail Resorts (ticker symbol MTN) stock is trading near its COVID low. This is a significant drop
off from where it rebounded to after COVID rightfully upsetting shareholders. I also can’t help but notice that a
major capital investor in Vail Resorts, Late Apex Partners, has recently called to remove the CEO, CFO, and to
remove a former CEO from the Board of Directors leading to bad publicity in the media.
It seems ironic that just as this information comes to light the town of Vail would hold a vote to SIGNIFICANTLY
increase taxes on short term rental owners. What this is not so much a tax on short term rental owners as it is a tax
on the people renting from owners as this tax will surly be passed on down to the consumer. This means the nightly
cost to rent from a short term rental owner will rise significantly. Conveniently for Vail Resorts, this might just
drive renters away from what would be cheaper rentals back towards the hotels that Vail Resorts owns. What an
amazing way for the Board and C-suite to help drive their share price back up!
Unfortunately, the major corporations like Vail Resorts have far deeper pockets and teams of lobbyists and
employees to protect their investments and interests. Many short term rental owners like my wife and me are simply
second homeowners who rent to offset the already exorbitantly high taxes in Vail and Eagle County.
Lastly, increasing taxes on short term rentals would likely have the effect of decreasing the number of people who
short term rent which I assume is what the crafters of this tax are after. This is very misguided. The people who this
hurts the most are the people who only seldomly rent their homes to earn a few extra bucks while they’re away as it
would be much easier to absorb and distribute this ridiculous tax if you were continuously renting your property. If
people stop renting their properties resulting in a decrease in foot traffic into Vail this would eat into sales tax
revenue collected by the city. If property values fall because people can’t rent their properties and nobody wants to
buy them because of it then that eats into property tax revenue collected by Eagle County.
Please put these short term rental owners on the record for seeing through the Town of Vail smoke screen.
Sincerely,
Adam and Karissa Simonsen
Adam D. Simonsen, D.O.
200
From:hmartin talkshopagency.com
To:PublicInputTownCouncil; Council Dist List
Subject:Short-Term Rental Fee increase input
Date:Thursday, January 23, 2025 2:35:03 PM
To the City of Vail Town Council,
As an owner of a small two bedroom condo in East Vail, that I short-term rent, I wanted to provide my input on the
proposal to raise fees on STR in order to solve the long-term housing crisis in the Vail Valley.
1. I echo what others have said - that it seems inequitable to place all of the burden on short-term rentals. This issue
should be taken on across other lodging options.
2. It does not seem fair that the Town of Vail is penalizing short-term rental properties. The town of Winter Park ran
a program where they incentivized short-term rentals to convert to long-term rentals. I know the Town of Vail has
done this to some extent, but Vail’s offerings were paltry by comparison. Friends of mine in Winter Park, with a 2
bedroom condo, received $20,000 a year for 2 years to rent their STR on a long-term basis. Then for a 3rd year, they
were given a $10,000 fee. Plus, they were able to rent at market rate. By comparison, my neighbors in Vail
converted their STR to long-term in 2024, and they only received around $12,000 (one time payment) for a 3
bedroom unit and had to mark down the rent to $3300 per month which is definitely low for a long-term rental in the
area. Vail Resorts is enormous and they have the financial resources to support their workers. We all know that
supporting their underpaid workers has not been a priority as they have gone to battle in places like Park City over a
$2 an hour increase from $18-20. And, now they are coming after those of us who have worked hard to fulfill our
dream of owning a small mountain place. They expect us to carry the weight of these enormous fees in an effort to
squeeze us into supporting their workforce.
3. Vail charges more for a daily lift ticket than I do for a night rental. Short-term rentals are not the problem here.
Vail’s disinterest in supporting their workers is the problem.
4. I understand that we need long-term housing for teachers, medical workers, fire fighters, police, grocery store
workers, restaurant workers. But, placing this enormous tax on Short-term renters is not going to solve the issue. It
is only going to force those of us who own these properties to sell to wealthy buyers who won’t need to rent at all.
We need real solutions not just a huge tax on short-term renters.
Thank you for listening.
Hilary Martin
4504 Meadow Drive unit 202
Vail, CO
201
From:Jessica Davis
To:PublicInputTownCouncil
Subject:Letter from the Vail Spa Board of Directors re: Proposed STR Fee Increase
Date:Friday, January 31, 2025 4:49:11 PM
Attachments:image001.png
Letter from Vail Spa Board of Directors 1.31.2025.pdf
Dear Town Council Members,
Please see attached letter from the Vail Spa Board of Directors regarding the proposed
increase to short-term rental fees. Please let me know if we may answer any questions or
provide additional information that could be helpful to the conversation. I plan to be present at
the February 4th meeting.
Thank you for your time and attention.
Best regards,
Jessica
vs logo email Jessica Davis
General Manager | Vail Spa Condominiums
710 W. Lionshead Circle, Vail, CO 81657
Toll free 800.441.5419 | Main 970.476.0882
jdavis@vailspa.com
www.vailspa.com
202
Board of Directors – Vail Spa Condominiums
January 31, 2025
Vail Town Council
Vail, Colorado
To the Members of the Vail Town Council,
We, the Board of Directors of the Vail Spa Condominiums, understand and appreciate the need to
raise funds for employee housing, but we urge you to reconsider the dramatic proposed increase in
short-term rental fees from $50 per unit per year to $1,200 per bedroom per year in the Vail Valley
which would increase the fees for our 2 and 3 bedroom units to $2400 - $3600 per year!
The Vail Spa Condominiums, like many properties in the area, were designed and built specifically
to serve the needs of short-term visitors. The entire economic model of our homeowners and
investors has been based on the ability to offer short-term rentals to tourists, who, in turn,
contribute significantly to the local economy.
This substantial fee increase, coupled with already rising utility costs, places an excessive financial
strain on property owners. Not only does it alter the financial expectations under which these
investments were made, but it also makes it increasingly difficult for owners to maintain and
update their rentals for incoming tourists. Some owners may decide that renting is not economical,
and by withdrawing their units from the rental pool this will further reduce the number of units
available for rent. This in turn will exacerbate the shortage of rentals available in the valley and
could lead to a loss of overall economic activity in Vail.
Short-term rentals are an integral part of Vail’s identity, providing a diverse range of lodging options
that allow visitors from all economic backgrounds to experience the town.
We respectfully ask the Vail Town Council to reconsider the proposed fee increase and explore
alternative solutions that address workforce housing needs without compromising the essential
role that short-term rentals play in our community.
Sincerely,
Board of Directors
Vail Spa Condominiums
203
From:Jim Mueller
To:PublicInputTownCouncil
Subject:STR Fee - Proposed Ordinance No. 24, Series 2024
Date:Sunday, February 2, 2025 8:24:27 AM
Attachments:image002.png
Town Council:
Isn’t this proposed Ordinance a possible way to kill the “golden goose” provided by the STR market
in Vail?
As your own Guest Spending Analysis states, “expenditures average $898 per unit per day” for each
STR in Vail. At a state-county-local sales tax rate of 9.4% and a survey-cited 40% rental occupancy
level, this means that each STR already provides over $12,000 of sales tax revenue per year to the
town/county/state ($898 x 365 x 9.4% x 40%). In addition, if one considers a gross rental income of
approximately $100,000 per year for the STR, the Vail Short Term Lodging Accommodations Sales
Tax of 10.8% provides another $10,800 of yearly revenue to the town/county/state/others.
There are very high ongoing costs which are already paid by the STR owners, which we try to offset
with our rental income. Those out-of-pocket costs include property tax, rental management
company fees (45% of gross rentals!), capital improvements and ongoing repair and maintenance
costs required to maintain a Diamond LQA rating by Vail Valley Partnership, insurance, utilities,
condo dues and assessments, and finally , income tax on profits (if any – NOTE that in over 30 years
of STR ownership, I have never had any Colorado “profits” on which to pay a Colorado income tax!).
And this includes none of the sweat-equity (personal labor) costs which I invest in the condo almost
every year to minimize those out-of-pocket costs.
Given the costs cited above, I wonder if it will be worth it to continue to own / rent out my condo in
Vail if I am charged another $2,400/year by the TOV. Based on current rental rates and occupancy
compared to prior years, I will NOT be able to pass this added cost on to my renters in the form of an
increase in daily rental rates; I will have to eat that cost fully myself!
If I choose to sell, at the current market sales prices, it is very possible/probable that any buyer will
be an affluent individual/couple who will not continue to rent out my current condo. In that case,
the town/county/state will not only lose the proposed Ordinance revenue of $2,400/year from my
condo, but will also lose another $22,000+/year of other tax revenue.
Plus, lost will be the overall income for local individuals generated by that “$898 per day of
spending” done by my current rental guests, PLUS the tip income generated by much of that
spending, and also possibly decreasing the number of jobs actually needed in the town.
Multiply my option by numerous other STR owners, and we are really talking about some significant
dollar effects on the local economy.
An alternative to the above proposed tax would be an excise tax which would be charged directly to
the rental guests, rather than being paid by the owners. As such, the ultimate goal of revenue
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income would still be achieved, but it would not totally affect my personal rental income.
Based on the above, I respectfully request that you reconsider the possible effects of this proposed
Ordinance on the STR owners themselves (and its related possible negative effects on the town as
cited above), vote against the Ordinance as proposed, and instead put the possibility of an Excise Tax
before the voters of the town.
Thanks for your understanding.
Sincerely,
James Mueller
34-year owner, #405 Lodge at Lionshead
205
From:Laura Slinkman
To:PublicInputTownCouncil
Subject:STR fee proposal - NO
Date:Tuesday, February 4, 2025 8:17:38 AM
To whom it may concern,
I am writing concerning the proposed fee of $1,200 per bedroom for STRs as an effort to offset costs of affordable
housing for Vail employees. I hope that this does not fall on deaf ears or just put in a pile unread. Respectfully, this
is a terrible idea to put on the back of homeowners. For us, it’s a punch in the gut as our family has owned our
home since 1993. Our family has been coming to Vail since the 70’s and in 1993 was able to buy a home in East
Vail out of our love for the area and desire to visit more. We have managed to keep it in the family, but as costs
have increased over the years, we had to entertain the thought of selling our beloved home as it was becoming more
difficult to keep up with costs. Our desire was to be able to retire and spend more time in Vail than we can now
with our busy family. That is when we made the decision to rent our home in an effort to offset the mortgage and
other costs so we could continue to afford to keep the home in our family and for future generations to come.
We are not a corporation. We are not a resort property. We own one single family 4-bedroom home. One family
home since 1992. A home that we must rent to afford to keep it. Adding $1,200 per room is like adding an
additional mortgage payment, and then some. We do not profit on our rental…we still carry debt…and this will
only add to it. We only wish to keep our home. We have complied with all the hurdles we have been thrown at us
to be a STR by the Town of Vail in order to operate in compliance and it just feels like we are continually punished
and squeezed for more. As I said, we are not profiting, we are just homeowners wishing to keep the home in the
family and this kind of fee is more of a punishment to individual homeowners than anything else.
There is no real evidence that STRs are causing an affordability gap for workers. Attention should be given to the
fact that as a resort town, much land has been used for resort hotels and amenities without attention to the needs of
it’s workers. To ask families who simply want to afford to keep their home to pay for housing is unconscionable.
Corporations or entities raking in millions and millions off the backs of the workers have a vested interest in housing
and wages and they should be bearing the cost of keeping their work force. Not a family just hoping to pay for their
home. Property taxes increased by over $3,000 the past two years on our home. And now you want more.
Respectfully, we ask that you do not ask homeowners to pay even more. Vote no.
Laura Slinkman
4551 Streamside Circle E
East Vail
206
From:Bill Palmer
To:PublicInputTownCouncil
Subject:STR Fee vs. Excise tax
Date:Saturday, February 1, 2025 12:48:56 PM
Dear Vail Town Council Members,
I fully support putting the issue of the STR fee to the voters as an excise tax, particularly if you
broaden the base beyond only we short-term rental property owners so a much more
meaningful impact could be achieved to support low income housing AND lower the fee to we
STR property owners.
Another consideration is that the employees in question in need of housing should be
subsidized by the businesses that aren’t paying them enough to be able to afford housing.
Thank you for your consideration of this matter.
390 East Lionshead Circle #208, Vail, CO 81657,
6067 S. Geneva Ct, Englewood, CO 80111
Mobile/Office: 303-596-6439 Fax: 303-593-2355
Bill@copalmer.net
207
From:Bill Palmer
To:PublicInputTownCouncil
Subject:STR Fee
Date:Saturday, February 1, 2025 11:16:15 AM
To the Town of Vail Town Council,
Thank you for your thoughtful consideration of the merits of supporting affordable housing for
employees in our town. I support doing so but from a much broader income base than singling
out only STR property owners.
I have written to the Council twice and received acknowledgement from at least one council
member each time regarding the proposed STR fee which will place a heavy and perhaps
unmanageable expense on those of us who are able to afford our Vail property as a result of
offering short-term rentals.
However, I have not seen my letters posted with the council agendas as others’ letters have
been. Please advise of the appropriate method to see that my letters to the Town Council are
posted publicly.
I would also appreciate it if you could provide the Zoom link for the upcoming Town Council
meeting.
Thanks you for addressing these issues and providing the requested information.
390 East Lionshead Circle #208, Vail, CO 81657
6067 S. Geneva Ct, Englewood, CO 80111
Mobile/Office: 303-596-6439 Fax: 303-593-2355
Bill@copalmer.net
208
From:rltyler2@gmail.com
To:PublicInputTownCouncil
Subject:STR proposal - a vote AGAINST
Date:Tuesday, February 4, 2025 9:34:40 AM
Good morning!
In order to afford the high taxes, and the costs of maintaining a place in Vail, I rely on
short term rentals. I also use my condo to enjoy all Vail has to offer. We ski, we go to the
Ford Amphitheater, we eat at the restaurants. I do not rent year round, but use STR to
allow me to retain my condo so that I can contribute to the Vail economy.
The proposed STR fee is 100 TIMES the current fee that I pay. That is totally unreasonable
and obscene. And, it targets just one segment of the Vail housing market.
I urge you NOT to pass this proposal, and instead to come up with a more reasonable
approach.
Thank you.
Robert L. Tyler
434 Gore Creek Dr. Unit G-4
209
From:Kate Dernocoeur
To:PublicInputTownCouncil
Subject:STR proposal / a vote against!
Date:Tuesday, February 4, 2025 5:00:48 AM
Hello,
My parents built their (very modest) home on Forest Rd in 1965. In order to afford the high
taxes which have come along over the years, and the costs of maintaining a place in Vail, our
family relies on short term rentals.
The proposed STR fee is such a very large bump in cost that it is hard to believe.
$1200/bedroom/year....really? From a current total fee of under $300 (I do not have the exact
figure)? It is unreasonable.
I have seen Vail become monstrous in other ways, but the extreme level of the boost in this fee
is surely deserving of this word.
We don't mind being part of the fee-based revenue for Vail, but you are overstepping your
bounds. Again, please be more reasonable, and decent.
On behalf of my family, I urge you NOT to pass this proposal, and instead to come up with a
(much more) appropriate number.
Thank you.
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From:robert russo
To:PublicInputTownCouncil
Subject:STR Reading
Date:Monday, February 3, 2025 3:20:16 PM
Members of the Vail Council
What am I missing there are STRs which are homes and individual residences rented short
term by Air B&B type Agents, and then there are fully staffed Condo Hotels like the lodge at
Lionshead. Without Hotels and full service Condotells like Lodge at Lionshead there would be
insufficient rooms for the big ticket tourist who pay your salaries and the rest of the working
population of Vail. Dutch the tax on Full Service Condotels. Respectfully Francis Robert
Russo Jr Lodge at Lionshead Unit 104
211
From:Jeffrey Lovelace
To:Council Dist List
Subject:Vail Short Term Rental Ordinance and Affordable Housing
Date:Tuesday, February 4, 2025 7:56:44 AM
February 4, 2025
TO: The Members of the Vail Town Council
RE: Ordinance No. 24, Series of 2024
Dear Members of the Town Council,
I understand the need for affordable housing.
However it’s unfair to place the burden on STRs as the sole source to fund affordable housing.
I first came to Vail in 1966. I boot packed trails and ran races for lift tickets so I could afford
to ski. Yes, Jean-Claud Killy raced through my gates. I waited on tables for tips, meals and a
place to bunk in. There used to be a place called the We Ask You Inn in Minturn with cabins
for only $25.00 a night. I had a friend who slept in a mummy bag under his Ford Bronco in the
parking lot. It was tuff back then. Lift tickets were only $8.00.
I am now fortunate enough to own a small condo on the banks of Gore Creek overlooking
Golden Peak with spectacular views of Riva Ridge, Tourist Trap, Giant Steps, Lindsey’s and
Pepi’s. We spend 3 wonderful months out here skiing with family and friends each year.
While the nexus study seems to support the STRs as the source for this housing initiative,
common sense seems to suggest a more equitable solution would be funding from across all
businesses. Restaurants, retail, entertainment, the Town of Vail, even the hospital benefit from
the revenue our guests bring be they over-night or day-trippers. Shouldn’t our housing needs
be supported by all who benefit from the services they provide, not just the owners who
provide housing for overnight guests? It seems unfair that hotels and permanent residents are
allowed to rent when other property owners who have invested in Vail are penalized for
offering their places for guests to enjoy all that Vail has to offer. It seems unfair that just the
owners of STRs should be required to fund this initiative. There must be a more equitable
solution that spreads the funding across all of Vail.
I come from a small town in CT of 6,000 residence that has the same affordable housing
problem Vail has. Builders came to us and built sustainable, self-funding, affordable housing
projects that have helped to solve the problem without adding tax burdens to local residents or
businesses. There must be an alternative for Vail, too.
I suggest Vail investigate a more equitable solution than burdening the part-time residents who
212
open their homes as affordable places to stay so that the rest of Vail can profit.
Thank you.
Jeffrey C Lovelace
213
From:Kenny Leavitt
To:PublicInputTownCouncil
Subject:Vail Town Council 02-04-25re STR Ordinance 24
Date:Tuesday, February 4, 2025 1:38:55 PM
Hi there--I previously wrote about my opposition to Ordinance 24, and I understand there is a
hearing tonight. I'd like to reiterate my opposition.
Dear Vail Town Council,
I am writing to comment on the dramatic increase in STR fees proposed with Ordinance 24. I
own a unit at the Vail Racquet Club and rent it as part of the Vail Racquet Club’s short-term
rental program. Because I enjoy spending time in my Vail home and being a part of the
community, I am not able to rent my home on a longer-term basis. The large fee increase you
are considering would cause me to re-evaluate offering my home for vacation rentals, as even
now revenue is supplementary and covers only a small percentage of my overall costs of
ownership. A fee increase this dramatic may lead me to withdraw my unit from the program
altogether, which would have a negative impact on 1) my own financial situation, 2) lodging
availability and pricing for guests visiting Vail, and 3) funds available to the Town of Vail for
affordable housing or anything else.
STR units are an important segment of the Vail economy. Passing this Ordinance would be
detrimental to STR owners and may result in negative impacts to Vail’s rental inventory and
sales tax collections. I urge you to vote no on the proposed Ordinance and to instead consider
other more balanced approaches if additional funds are needed to support affordable housing
initiatives.
Sincerely,
Kenny Leavitt
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AGENDA ITEM NO. 6.1
Item Cover Page
DATE:February 4, 2025
TIME:15 min.
SUBMITTED BY:Carlie Smith, Finance
ITEM TYPE:Ordinance
AGENDA SECTION:Action Items (7:40pm)
SUBJECT:Ordinance No. 1, Series of 2025, First Reading, An Ordinance
Authorizing the Creation of the Vail Home Partners Corporation
Pursuant to the Colorado Revised Nonprofit Corporation Act;
Authorizing the Corporation to Incur Financial Obligations to
Finance the Acquisition and Construction of a Multifamily Rental
Housing Development; Authorizing the Transfer of Certain
Property to the Corporation by Quit Claim Deed; Ratifying Action
Previously Taken and Appertaining Thereto; and Repealing all
Ordinances in Conflict Herewith (7:40pm)
SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 1, Series
of 2025 upon first reading.
PRESENTER(S):Jason Dietz, Housing Director and Carlie Smith, Finance Director
VAIL TOWN COUNCIL AGENDA ITEM REPORT
ATTACHMENTS:
250204 WMC Formation Memo
Financing Update- Current Rates (1.24.2025)
Ordinance 1 Series 2025 Authorizing the Creation of the Corp
Loan Agreement (FOR FILING)
Bylaws-Vail Housing Partners (FOR FILING)
Quit Claim Deed (FOR FILING)
Promissory Note (FOR FILING)
Articles of Incorporation (FOR FILING)
215
TO: Vail Town Council
FROM: Finance Department
Housing Department
DATE: February 4, 2025
SUBJECT: West Middle Creek Village Apartments Update
I. SUMMARY
The purpose of this memo is to provide the Council with an update on the West Middle Creek
Village Apartments development (“WMC”) and approve the formation of the Non-Profit
Corporation.
II. BACKGROUND
On December 17, Town Council provided direction to continue moving forward with the WMC
development based on limits surrounding the financing structure. The chart below summarizes
the financial structure approved by Council as well as changes in interest rates and the impact of
those changes to the overall financing structure since the December 17th Council meeting.
Dec 5 2024
Jan 23 2025
50 basis point
cushion from
Dec 10
Aggregate Interest rate 5.16% 5.55% 5.61%
Housing Revenue Bonds $133.8M $129.2M $122.0M
COPs $45.0M $52.3M $59.2M
Town subsidy $106.0K $822.0K $3.0M
• Up to $60M in Town-issued Certificates of Participation (COPs) collateralized by Town
assets.
o Issued by Town of Vail
o 40-year maturity
o Structured with a 1.0X debt coverage ratio
o 3 years of capitalized interest (interest paid by COP proceeds during the
construction period)
o Collateralized assets still being finalized
• $134M in Housing Facilities Revenue Bonds
o Issued by Non-Profit Corporation (Vail Home Partners) controlled by the Town to
protect the Town’s debt capacity and credit rating
o 40-year maturity
o Structured with a 1.3X debt coverage ratio
o 3 Years of Capitalized Interest (Interest paid from bond proceeds during the
construction period)
216
Town of Vail Page 2
• $10M cash from the town structured as a promissory note from the town to the corporation.
o Paid back with project revenues when revenues and NOI are deemed to be
sufficient.
o 0% interest rate
• Up to $3M in additional cash subsidy from the Town in the first few years of operation to
help fund debt service payments exceeding NOI.
• Up to 30% of the development can be rented at “market”, currently assuming 140% of AMI
levels, however the “market rents can go up or down to balance project needs and market
needs
III. DISCUSSION
Current Proposed Financial Model
The current recommended financing structure remains the same as what was previously
presented to Council and includes a Housing Facilities Revenue Bond (previously called an
Essential Function Bond) with a subordinate Town of Vail issued Certificate of Participation
(COP). A Housing Facilities Revenue Bond is a government-purpose tax exempt bond used to
finance affordable housing projects, secured by the net operating income (NOI) from the
housing development and a deed of trust on the property.
Because the project requires financing beyond what the bonds can provide, given the current
interest rate environment and rental rate assumptions, the Town would need to provide a
Certificate of Participation (COP) for the remaining amount of financing. A COP is an effective
tool for government finance because it is a tax-exempt lease-financing agreement and not
subject to TABOR requirements for a ballot question to voters. It does require annual
appropriation of debt service payments by the Town Council. Town participation in the project's
financing through a COP also provides confidence to the bond market that the local government
supports the project. This will lead to better interest rates for the housing revenue bonds,
thereby providing more capacity for the revenue bonds and decreasing the otherwise required
sizing of the COPs.
Since the Town Council meeting on December 17, 2024, interest rates have increased, resulting
in an aggregate interest rate increase for the project of 39 basis points from 5.16% to 5.55%. As
a result, the 40-year Housing Revenue Bond proceeds have decreased from $133.8M to
$129.2M, corresponding with an increase of $7.3M to the Town of Vail issued COP proceeds
from $45.0M to $52.3M. The increase in interest rates also impacts the additional subsidy
(above the $10.0M) that the town may need to cover for debt service payments within the first
few years of operations (2029 and 2030) from $106.0K to $822.0K, increasing the likelihood the
rental revenues would not be able to cover the full cost of the debt within the first several years.
Please refer to Attachment A for updated debt service schedules for the Bonds and COPs
based on interest rate as of January 24, 2025.
Early “call” options to allow for greater flexibility in future years continue to be evaluated.
Formation of Non-Profit Corporation
The Town’s next step in moving forward with the WMC project is to form the non-profit
corporation with Ordinance 1, Series of 2025. The corporation will be the entity contracting with
the developer, Corum Real Estate, issuing the Housing Revenue Bonds, and then overseeing
the operations. Staff proposes that the non-profit corporation be named “Vail Home Partners,”
the name of the already existing collaborative partnership between the Vail Local Housing
Authority and the Town of Vail, with the unified goal of creating workforce housing for those who
live and work in Vail. Board seats for the new corporation will include the following positions:
217
Town of Vail Page 3
• Deputy Town Manager
• Town of Vail Finance Director
• Town of Vail Housing Director
• Town of Vail Public Works Director
• Vail Local Housing Authority Representative
The ordinance also authorizes the transfer of the West Middle Creek parcel from the town to the
corporation and gives the corporation approval to issue the housing revenue bonds. The
execution of the land transfer will not take place until just before the bond sales. Parameters
around the debt issuance of the COP will be discussed at the next Council meeting on February
18th; the formal approval for issuance of the Housing Revenue Bonds will be via resolution and
approved by the newly formed Board. In addition, the ordinance acknowledges the corporation
will enter into a loan with the town for the $10.0M cash contribution and repayment of the COP.
Also included in your packet is a copy of the articles of incorporation and bylaws referenced in
the ordinance, along with the promissory note, loan agreement, and quick claim deed.
Updated Timeline
Action/Process Date Responsible party
2nd Reading of Town Council Authorizing
creation of non-profit; bylaws and articles
of incorporation
Feb 18, 2025 Butler Snow, Staff
1st Reading: Town Council Authorizes
parameters for COP Issuance
Feb 18, 2025 Butler Snow, Hilltop,
Staff
Building permit Feb 28, 2025 Corum
2nd Reading: Town Council Authorizes
parameters for COP Issuance
March 4, 2025 Butler Snow, Hilltop,
Staff
Development Agreement Approval with
final GMP
March 4th, 2025 Corum, Butler
Snow, HPWC
Vail Home Partners Board Approves
Revenue Bond Financing Resolution
Week of March
4th
Butler Snow, Hilltop,
Staff
Bond and COP Closings April 22, 2025 Piper Sandler,
Hilltop, Staff
Summary
In summary, the financing model will remain highly sensitive to the interest rate environment
and final cost estimates. Staff and our financial team will continue to monitor interest rates over
the next two months to coincide with the project’s GMP pricing for a final go/no-go decision by
the week of March 24th based on the current schedule and dependent on the approval of the
development agreement.
Staff will return to Council on February 18th with an ordinance authorizing the issuance of
certificates of participation (COPs). The COPs would not go to market until April and only if
interest rates allow the COP amount to remain within those limits.
IV. ACTION REQUESTED OF COUNCIL
In the evening session, Town Council will be asked to approve Ordinance No. 1, Series 2025,
authorizing the formation of the non-profit corporation.
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1.Current Rates
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Preliminary Debt Service Graph
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Bond Net DS COP Net DS NOI (3% Growth)
Preliminary; subject to change.
Combined debt service exceeds projected NOI in 2029-30
(Estimated overage of $822k)
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Preliminary; subject to change.
Preliminary Debt Service Schedule (Senior Revenue Bonds)
Period Principal Interest Gross
Debt Service
Retained
DSRF Earnings
DSRF Earnings
& Release
Capitalized
Interest Net Debt Service NOI (3.0% Growth)Debt Service
Coverage Ratio
12/31/2025 - 3,714,538 3,714,538 (225,252) 225,252 3,714,538 - - -
12/31/2026 - 7,429,075 7,429,075 (450,504) 450,504 7,429,075 - - -
12/31/2027 - 7,429,075 7,429,075 (450,504) 450,504 7,429,075 - - -
12/31/2028 - 7,429,075 7,429,075 1,126,259 450,504 3,714,538 2,137,775 3,906,840 1.83
12/31/2029 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,071,925 1.30
12/31/2030 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,344,083 1.34
12/31/2031 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,624,406 1.38
12/31/2032 - 7,429,075 7,429,075 - 450,504 - 6,978,572 9,913,138 1.42
12/31/2033 - 7,429,075 7,429,075 - 450,504 - 6,978,572 10,210,532 1.46
12/31/2034 - 7,429,075 7,429,075 - 450,504 - 6,978,572 10,516,848 1.51
12/31/2035 - 7,429,075 7,429,075 - 450,504 - 6,978,572 10,832,353 1.55
12/31/2036 - 7,429,075 7,429,075 - 450,504 - 6,978,572 11,157,324 1.60
12/31/2037 - 7,429,075 7,429,075 - 450,504 - 6,978,572 11,492,044 1.65
12/31/2038 - 7,429,075 7,429,075 - 450,504 - 6,978,572 11,836,805 1.70
12/31/2039 - 7,429,075 7,429,075 - 450,504 - 6,978,572 12,191,909 1.75
12/31/2040 - 7,429,075 7,429,075 - 450,504 - 6,978,572 12,557,666 1.80
12/31/2041 - 7,429,075 7,429,075 - 450,504 - 6,978,572 12,934,396 1.85
12/31/2042 105,000 7,429,075 7,534,075 - 450,504 - 7,083,572 13,322,428 1.88
12/31/2043 320,000 7,423,431 7,743,431 - 450,504 - 7,292,928 13,722,101 1.88
12/31/2044 560,000 7,406,231 7,966,231 - 450,504 - 7,515,728 14,133,764 1.88
12/31/2045 815,000 7,376,131 8,191,131 - 450,504 - 7,740,628 14,557,777 1.88
12/31/2046 1,090,000 7,332,325 8,422,325 - 450,504 - 7,971,822 14,994,510 1.88
12/31/2047 1,390,000 7,271,013 8,661,013 - 450,504 - 8,210,509 15,444,346 1.88
12/31/2048 1,715,000 7,192,825 8,907,825 - 450,504 - 8,457,322 15,907,676 1.88
12/31/2049 2,065,000 7,096,356 9,161,356 - 450,504 - 8,710,853 16,384,906 1.88
12/31/2050 2,445,000 6,980,200 9,425,200 - 450,504 - 8,974,697 16,876,453 1.88
12/31/2051 2,850,000 6,842,669 9,692,669 - 450,504 - 9,242,165 17,382,747 1.88
12/31/2052 3,285,000 6,682,356 9,967,356 - 450,504 - 9,516,853 17,904,229 1.88
12/31/2053 3,755,000 6,497,575 10,252,575 - 450,504 - 9,802,072 18,441,356 1.88
12/31/2054 4,260,000 6,286,356 10,546,356 - 450,504 - 10,095,853 18,994,597 1.88
12/31/2055 4,805,000 6,046,731 10,851,731 - 450,504 - 10,401,228 19,564,435 1.88
12/31/2056 5,385,000 5,776,450 11,161,450 - 450,504 - 10,710,947 20,151,368 1.88
12/31/2057 6,020,000 5,466,813 11,486,813 - 450,504 - 11,036,309 20,755,909 1.88
12/31/2058 6,695,000 5,120,663 11,815,663 - 450,504 - 11,365,159 21,378,586 1.88
12/31/2059 7,420,000 4,735,700 12,155,700 - 450,504 - 11,705,197 22,019,944 1.88
12/31/2060 8,200,000 4,309,050 12,509,050 - 450,504 - 12,058,547 22,680,542 1.88
12/31/2061 9,030,000 3,837,550 12,867,550 - 450,504 - 12,417,047 23,360,958 1.88
12/31/2062 9,925,000 3,318,325 13,243,325 - 450,504 - 12,792,822 24,061,787 1.88
12/31/2063 10,880,000 2,747,638 13,627,638 - 450,504 - 13,177,134 24,783,641 1.88
12/31/2064 11,900,000 2,122,038 14,022,038 - 450,504 - 13,571,534 25,527,150 1.88
12/31/2065 25,005,000 1,437,788 26,442,788 - 12,463,930 - 13,978,857 26,292,964 1.88
Total:129,920,000 259,315,025 389,235,025 -30,258,818 22,287,225 336,688,982 604,234,443
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Period Principal Interest Gross COP Debt
Service Capitalized Interest Net COP Debt
Service
Residual NOI
(3.0% Growth)(Deficit) / Surplus Combined NOI
Coverage
12/31/2025 - 1,320,163 1,320,163 1,320,163 - - - -
12/31/2026 - 2,640,325 2,640,325 2,640,325 - - - -
12/31/2027 - 2,640,325 2,640,325 2,640,325 - - - -
12/31/2028 - 2,640,325 2,640,325 1,320,163 1,320,163 1,769,065 448,902 1.13
12/31/2029 - 2,640,325 2,640,325 - 2,640,325 2,093,354 (546,971) 0.94
12/31/2030 - 2,640,325 2,640,325 - 2,640,325 2,365,512 (274,813) 0.97
12/31/2031 - 2,640,325 2,640,325 - 2,640,325 2,645,834 5,509 1.00
12/31/2032 - 2,640,325 2,640,325 - 2,640,325 2,934,566 294,241 1.03
12/31/2033 - 2,640,325 2,640,325 - 2,640,325 3,231,960 591,635 1.06
12/31/2034 - 2,640,325 2,640,325 - 2,640,325 3,538,276 897,951 1.09
12/31/2035 - 2,640,325 2,640,325 - 2,640,325 3,853,782 1,213,457 1.13
12/31/2036 - 2,640,325 2,640,325 - 2,640,325 4,178,752 1,538,427 1.16
12/31/2037 - 2,640,325 2,640,325 - 2,640,325 4,513,472 1,873,147 1.19
12/31/2038 - 2,640,325 2,640,325 - 2,640,325 4,858,233 2,217,908 1.23
12/31/2039 - 2,640,325 2,640,325 - 2,640,325 5,213,337 2,573,012 1.27
12/31/2040 - 2,640,325 2,640,325 - 2,640,325 5,579,095 2,938,770 1.31
12/31/2041 75,000 2,640,325 2,715,325 - 2,715,325 5,955,825 3,240,500 1.33
12/31/2042 160,000 2,636,575 2,796,575 - 2,796,575 6,238,857 3,442,282 1.35
12/31/2043 250,000 2,628,575 2,878,575 - 2,878,575 6,429,173 3,550,598 1.35
12/31/2044 350,000 2,616,075 2,966,075 - 2,966,075 6,618,036 3,651,961 1.35
12/31/2045 455,000 2,598,575 3,053,575 - 3,053,575 6,817,149 3,763,574 1.35
12/31/2046 570,000 2,575,825 3,145,825 - 3,145,825 7,022,689 3,876,864 1.35
12/31/2047 695,000 2,545,900 3,240,900 - 3,240,900 7,233,837 3,992,937 1.35
12/31/2048 830,000 2,509,413 3,339,413 - 3,339,413 7,450,354 4,110,942 1.35
12/31/2049 975,000 2,465,838 3,440,838 - 3,440,838 7,674,053 4,233,216 1.35
12/31/2050 1,130,000 2,414,650 3,544,650 - 3,544,650 7,901,757 4,357,107 1.35
12/31/2051 1,295,000 2,355,325 3,650,325 - 3,650,325 8,140,582 4,490,257 1.35
12/31/2052 1,460,000 2,297,050 3,757,050 - 3,757,050 8,387,377 4,630,327 1.35
12/31/2053 1,640,000 2,231,350 3,871,350 - 3,871,350 8,639,285 4,767,935 1.35
12/31/2054 1,830,000 2,157,550 3,987,550 - 3,987,550 8,898,744 4,911,194 1.35
12/31/2055 2,030,000 2,075,200 4,105,200 - 4,105,200 9,163,207 5,058,007 1.35
12/31/2056 2,245,000 1,983,850 4,228,850 - 4,228,850 9,440,421 5,211,571 1.35
12/31/2057 2,495,000 1,860,375 4,355,375 - 4,355,375 9,719,600 5,364,225 1.35
12/31/2058 2,765,000 1,723,150 4,488,150 - 4,488,150 10,013,427 5,525,277 1.35
12/31/2059 3,050,000 1,571,075 4,621,075 - 4,621,075 10,314,747 5,693,672 1.35
12/31/2060 3,355,000 1,403,325 4,758,325 - 4,758,325 10,621,996 5,863,671 1.35
12/31/2061 3,685,000 1,218,800 4,903,800 - 4,903,800 10,943,912 6,040,112 1.35
12/31/2062 4,035,000 1,016,125 5,051,125 - 5,051,125 11,268,966 6,217,841 1.35
12/31/2063 4,405,000 794,200 5,199,200 - 5,199,200 11,606,507 6,407,307 1.35
12/31/2064 4,805,000 551,925 5,356,925 - 5,356,925 11,955,616 6,598,691 1.35
12/31/2065 5,230,000 287,650 5,517,650 - 5,517,650 12,314,107 6,796,457 1.35
Total:49,815,000 90,083,738 139,898,738 7,920,975 131,977,763 267,545,461 135,567,699
Preliminary Debt Service Schedule (COPs)Projected $822 thousand out-of-pocket exposure
Preliminary; subject to change.
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ORDINANCE NO. 1
SERIES 2025
AN ORDINANCE AUTHORIZING THE CREATION OF THE VAIL HOME
PARTNERS CORPORATION PURSUANT TO THE COLORADO REVISED
NONPROFIT CORPORATION ACT; AUTHORIZING THE CORPORATION
TO INCUR FINANCIAL OBLIGATIONS TO FINANCE THE ACQUISITION
AND CONSTRUCTION OF A MULTIFAMILY RENTAL HOUSING
DEVELOPMENT; AUTHORIZING THE TRANSFER OF CERTAIN
PROPERTY TO THE CORPORATION BY QUIT CLAIM DEED; RATIFYING
ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; AND
REPEALING ALL ORDINANCES IN CONFLICT HEREWITH.
WHEREAS, the Town is a municipal corporation duly organized and existing as a
home rule town and municipal corporation under the provisions of Article XX of the
Constitution of the State of Colorado (the “State”) and the home rule charter of the Town
(the “Charter”);
WHEREAS, under the Charter, the Town has all the powers of local self-
government and home rule and all power possible under the Constitution and the laws of
the State;
WHEREAS, the Town Council has determined to form the Vail Home Partners
Corporation (the “Corporation”) under the provisions of the Col orado Revised Nonprofit
Corporation Act, Articles 121 through 137 of Title 7, Colorado Revised Statutes, as
amended (the “Act”), for the purpose of acquiring, constructing, financing, operating,
maintaining and developing multifamily rental dwelling units in the Town to assist the Town
with fulfilling its public and governmental purpose of remedying the acute shortage of
dwelling units in the Town for individuals and families working in Eagle County, Colorado,
by providing decent, safe and sanitary dwelling units in the Town that are offered at rental
rates that are affordable to a range of individuals and families working within Eagle County,
Colorado;
WHEREAS, the Town Council has determined that the Corporation shall be formed
as a “Constituted Authority” under Section 1.103-1(b) of the Internal Revenue Code of
1986, as amended (the “Code”), and Revenue Ruling 57-187 promulgated under the Code,
and as an “enterprise” of the Town under article X, section 20 of the State Constitution
(“TABOR”), pursuant to the Charter and this Ordinance;
WHEREAS, the Town Council has determined that the Corporation will be formed
to acquire real property currently owned by the Town to serve as the site of the West
Middle Creek Apartments (the “Property”), and to finance the construction and development
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of the West Middle Creek Apartments as decent, safe and sanitary dwelling units that are
offered at rental rates that are affordable to a range of individuals and families working
within Eagle County, Colorado (the “Development”);
WHEREAS, the Town Council has determined that the Development shall be
constructed on the Property, and the Town Council hereby authorizes the transfer of the
Property to the Corporation pursuant to a Quit Claim Deed (the “Deed”) from the Town to
the Corporation, subject to the conditions stated in the Deed;
WHEREAS, the Town Council hereby authorizes the Corporation to issue one or
more series of its Housing Facilities Revenue Bonds, Series 2025 (the “Series 2025
Bonds”) in an aggregate principal amount not to exceed $182,000,000 on behalf of the
Town, for purposes of the Code, to finance the acquisition and construction of the
Development;
WHEREAS, if the Town Council elects to make a loan to the Corporation to finance
a portion of the Development (the “Loan”), then the Corporation is hereby authorized to
enter into a Loan Agreement with the Town (the “Loan Agreement”) to set forth the terms of
the Loan, and is authorized to execute and deliver a promissory note to the Town to
evidence the Loan (the “Note”);
WHEREAS, the proposed form of the Articles of Incorporation and Bylaws of the
Corporation (the “Articles and Bylaws”), the Loan Agreement, the Note and the Deed are
on file with the Town Clerk.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF VAIL, COLORADO, THAT:
Section 1. Corporation Organization and Powers. The Town Council hereby
approves the organization of the Corporation for the purposes set forth herein and in the
Articles and Bylaws, and hereby approves the Articles and Bylaws in the substantially the
forms on file with the Town Clerk, with such modifications as hereafter approved by the
Town Attorney that are not inconsistent herewith. The Corporation is being formed for the
express purpose of assisting the Town with fulfilling its public and governmental purpose of
remedying the acute shortage of dwelling units in the Town for individuals and families
working in Eagle County, Colorado, by providing decent, safe and sanitary dwelling units in
the Town that are offered at rental rates that are affordable to a range of individuals and
families working within Eagle County, Colorado.
The Corporation shall have the powers granted to it in this Ordinance, the Act, and
the Articles and Bylaws. The Corporation shall have all powers necessary to qualify as a
Constituted Authority for purposes of the Code and as an enterprise under TABOR, and
shall not have any powers inconsistent therewith. The Corporation does not have the power
to levy taxes.
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Section 2. Loan Agreement. The Town Council hereby authorizes the
Corporation to enter into a Loan Agreement with the Town, and to execute the Loan
Agreement and Note in substantially the forms on file with the Town Clerk.
Section 3. Deed. The Town Council hereby approves the transfer of the Property
to the Corporation pursuant to the Deed , in substantially the form on file with the Town
Clerk, and authorizes the execution of the Deed by the appropriate officers of the Town.
Section 4. Issuance of Series 2025 Bonds by the Corporation. The Town Council
hereby authorizes the issuance of one or more series of the Series 2025 Bonds by the
Corporation in an amount not to exceed $182,000,000 for the purpose of financing all or a
portion of the Development. This authorization includes the authorization to issue current
interest bonds, capital appreciation bonds, subordinate bonds, and any other financing
structure deemed appropriate by the board of the Corporation.
Section 5. Town Action. The Mayor and the Town Clerk are hereby authorized
and directed to execute and deliver such documents and to take all action necessary or
reasonably required to carry out, give effect to and consummate the transactions
contemplated herein.
Section 6. Obligations of Corporation. None of the Series 2025 Bonds, the Loan,
the Loan Agreement, the Note, or any other bonds or other obligations issued by the
Corporation are debts or financial obligations of the Town, the State or any political
subdivision thereof within the meaning of any provision or limitation of the Charter, or the
Constitution or statutes of the State, and will never constitute nor give rise to a pecuniary
liability of the Town or a charge against its general credit or taxing powers. The Town shall
have no obligation whatsoever to pay any bonds or other obligations issued by the
Corporation.
Section 7. Board of Directors. In accordance with the Articles and Bylaws, the
following individuals shall serve as the initial Board of Directors of the Corporation: (i)
Deputy Town Manager; (ii) Town of Vail Housing Director; (iii) Town of Vail Finance
Director; (iv) Town of Vail Public Works Director; and (v) Vail Housing Authority member.
Section 8. Other Actions. The appropriate officers of the Town are hereby
authorized to execute and deliver for and on behalf of the Town, any or all additional
certificates, acknowledgments, documents and other papers and to perform all other acts
they may deem necessary or appropriate in order to implement and carry out the matters
authorized in this Ordinance and in any resolution of the Corporation.
Section 9. Severability. 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,
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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 10. Ratification. All actions heretofore taken (not inconsistent with the
provisions of this Ordinance) by the Town Council and other officers of the Town relating to
the formation of the Corporation, the execution of the Loan Agreement and delivery of the
Loan for the acquisition and construction of the Development and the execution of the
Deed for the purposes provided herein are ratified, approved and confirmed.
Section 11. Charter Controls. Pursuant to Article XX of the State Constitution and
the Charter, all State statutes that might otherwise apply in connection with the provisions
of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts
between the provisions of this Ordinance and such statutes. Any such inconsistency or
conflict is intended by the Town Council and shall be deemed made pursuant to the
authority of Article XX of the State Constitution and the Charter.
Section 12. Repealer. 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.
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INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED
PUBLISHED ONCE IN FULL ON FIRST READING this 4th day of February, 2025 and a
public hearing for second reading of this Ordinance set for the 18th day of February, 2025,
in the Council Chambers of the Vail Municipal Building, Vail, Colorado.
________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED
this 18th day of February, 2025.
________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
227
LOAN AGREEMENT
This Loan Agreement (“Loan Agreement”), dated _________ __, 2025 (“Effective
Date”), is between the TOWN OF VAIL, COLORADO, a municipal corporation (“Lender”),
and VAIL HOME PARTNERS CORPORATION, a Colorado nonprofit corporation
(“Borrower”).
The Borrower is, or at the time of execution of this Loan Agreement, will be, the
owner of certain real property located in Vail, Colorado, which the Borrower intends to
develop and operate as a multifamily affordable housing development (“Development”).
The Town Council of the Lender has determined to participate in the financing of
the Development by advancing certain available funds of the Lender, as well as proceeds
of certain Certificates of Participation (the “Certificates” and, with the other available funds
of the Lender, the “Funds”) to the Borrower to be utilized for the construction of the
Development.
The Borrower shall also issue certain Housing Facilities Revenue Bonds (the
“Bonds”) as its contribution to the Development.
The obligation of the Borrower to repay this Loan shall be subordinate and junior
at all times to the obligation of the Borrower to repay the Bonds.
The parties therefore agree as follows:
1. The Loan. The Lender shall lend the Funds to the Borrower, and the
Borrower shall borrow the Funds from the Lender, subject to the terms this Loan
Agreement. The Loan is a subordinate cash flow obligation of the Borrower and shall be
paid after the payment of the Bonds and other amounts required under that certain
Mortgage and Indenture of Trust between the Borrower and U.S. Bank Trust Company,
National Association (the “Indenture”) relating to the issuance of the Bonds. The Loan
shall bear interest at 0% and shall remain outstanding until all amounts thereunder have
been fully paid and satisfied.
2. Disbursement. Upon the issuance of the Bonds by the Borrower and the
execution and delivery of the Certificates, the Lender shall lend the funds to Borrower
pursuant to a Promissory Note in the original principal amount of $[_____] (the “Note”),
which represents $[10,000,000] of available revenue of the Lender and $[_____] of the
proceeds of the Certificates. The Funds shall be deposited with U. S. Bank Trust
Company, National Association, as trustee for the Bonds, and drawn pursuant to
requisition of the Borrower to pay the costs of the Development. This Loan Agreement
and the Note are referred to as the “Loan Documents.”
3. Events of Default. The following events, subject to the notice and cure
requirements set forth below, will constitute an Event of Default:
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(a) if the Borrower fails to duly and punctually perform its obligations under this
Loan Agreement, or it violates the covenants contained in any of the Loan
Documents in any material respect, and such failure remains uncured within
ninety days of the Borrower’s receipt of written notice from Lender;
(b) if the Borrower fails to pay the Note when due, and the Borrower fails to
cure within thirty days of receiving written notice of such failure from Lender;
(c) if the Borrower makes a general assignment for the benefit of creditors,
admits in writing its inability to pay its debts generally as they mature, files
or has filed against it a petition in bankruptcy or a petition or answer seeking
a reorganization, arrangement with creditors or other similar relief under the
federal bankruptcy laws or under any other applicable law of the United
States of America or any state, consents to the appointment of a trustee or
receiver; or takes any action for the purpose of effecting or consenting to
any of the foregoing; and
(d) if an order, judgment, or decree is entered appointing, without the
Borrower’s consent, a trustee or receiver for the Borrower or a substantial
part of its property, or approving a petition filed against the Borrower
seeking a reorganization, arrangement with creditors or other similar relief
under the federal bankruptcy laws or under any other applicable law of the
United States of America or any state, and such order, judgment, or decree
is not be vacated, set aside, or stayed within ninety days from the date of
entry.
Following the occurrence of an Event of Default, the Lender shall provide written
notice to the Borrower.
The Borrower may cure any Event of Default within the timeframes provided in this
Loan Agreement or any other Loan Document. If the Borrower fails to timely cure a
default, then the Lender shall have all remedies as are set forth in the Loan Documents
or otherwise at law.
4. Defense and Indemnification.
(a) The Borrower shall defend, indemnify, and hold harmless Lender, and all of
its past and present officers, directors, commissioners, employees,
partners, agents, shareholders, members, trustees, predecessors,
successors, subrogees, and attorneys (collectively, “Lender Parties”)
against all liabilities, claims, judgments, suits, or demands for damages to
persons or property arising out of, resulting from, or relating to this
Agreement (“Claims”) unless such Claims are due to the gross negligence
or willful misconduct of Lender. The Borrower’s duty to defend and
indemnify each of the Lender Parties will arise when written notice of the
Claim is first provided to a Lender Party regardless of whether the claimant
has filed suit on the Claim. The Borrower’s duty to defend and indemnify a
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3
Lender Party will arise even if the Lender Party is the only party sued by a
claimant, or claimant alleges that the Lender Party’s gross negligence or
willful misconduct was the sole cause of claimant’s damages.
(b) The Borrower will defend any and all Claims that may be brought or
threatened against a Lender Party and will pay on behalf of a Lender Party
any expenses incurred by reason of such Claims including court costs and
attorney’s fees incurred in defending and investigating such Claims or
seeking to enforce this indemnity obligation. These payments on behalf of
a Lender Party will be in addition to any other legal remedies available to a
Lender Party.
(c) A Lender Party shall give the Borrower a copy of any notice of a Claim.
A Lender Party shall allow the Borrower thirty days after receipt of such
notice to cure of any monetary default under the Loan Documents. Lender
shall allow the Borrower ninety days after giving Borrower notice to cure any
non-monetary default under the Loan Documents or such longer period as
is reasonably necessary for the Borrower to cure if the Borrower
commences and diligently pursues to cure.
5. Miscellaneous.
(a) This Loan Agreement binds and inures to the benefit of the successors and
assigns of the parties. Subject to the Lender’s consent, which the Lender
shall not unreasonably withhold, condition, or delay, the Borrower may
assign the Loan and the obligations and duties of the Bo rrower under the
Loan Documents to any purchaser of the Property and Project if the
purchaser agrees to be bound to the Loan Documents.
(b) Any amendment to this Loan Agreement requires a written agreement of
the parties.
(c) No waiver of satisfaction of a condition or non-performance of an obligation
under this Loan Agreement will be effective unless it is in writing and signed
by the party granting the waiver.
(d) The laws of the state of Colorado, without giving effect to its principles of
conflicts of law, govern all adversarial proceedings brought by the parties
arising out of this Loan Agreement, whether their claims sound in contract,
tort, or otherwise.
(e) This Loan Agreement will remain effective so long as there are sums
remaining outstanding on the Note.
(f) The parties shall give all notices, consents, demands, waivers, or approvals
related to this Agreement in writing delivered by (i) personal delivery, (ii) a
nationally-recognized, next-day courier service, (iii) first-class certified mail,
postage prepaid, or (iv) e-mail. A notice is deemed given on the other party’s
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receipt of it, or if mailed, on the earlier of the other party’s receipt of it and
the fifth business day after its mailing. The parties may change their
addresses for notice by notifying the other parties in the manner provided
in this Section 5(f). The parties hereby designate their addresses as follows:
If to the Borrower:
Vail Home Partners Corporation
75 South Frontage Road West
Vail, Colorado 81657
Attention: Deputy Town Manager/President of the Borrower
With a copy to:
Winthrop & Weinstine, P.A.
225 South 6th Street, Suite 3500
Minneapolis, Minnesota 55402
Attn.: Jon L. Peterson, Esq.
If to the Lender:
The Town of Vail, Colorado
75 South Frontage Road West
Vail, Colorado 81657
Attention: Deputy Town Manager
With a copy to:
Hoffmann, Parker, Wilson & Carberry, P. C.
511 17th Street, Suite 610
Denver, Colorado 80202
Attn.: J. Matthew Mire, Town Attorney
(g) The Borrower consents to the personal jurisdiction of the state and federal
courts located in the State of Colorado in connection with any controversy
relating the Loan Documents and waives any argument that venue in such
forum is not convenient. Any litigation related to the Loan Documents must
be venued in either the district court of Eagle County, Colorado or in the
United States District Court for the District of Colorado.
[signature pages follow]
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92110924.v2
The Borrower has executed this Loan Agreement as of the Effective Date.
VAIL HOME PARTNERS
CORPORATION
________________________________
President
ATTEST:
___________________________
Secretary
The Lender has executed this Loan Agreement as of the Effective Date.
TOWN OF VAIL, COLORADO
________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
232
92110924.v2
233
BYLAWS
OF
VAIL HOME PARTNERS CORPORATION
(Adopted [_____], 2025)
234
i
TABLE OF CONTENTS
Page
ARTICLE I OFFICES ....................................................................................................... 1
Section 1.1 Business Offices. ................................................................................... 1
Section 1.2 Registered Office.................................................................................... 1
ARTICLE II MEMBERS ................................................................................................... 1
Section 2.1 No Members. .......................................................................................... 1
ARTICLE III BOARD OF DIRECTORS ........................................................................... 1
Section 3.1 General Powers. .................................................................................... 1
Section 3.2 Number, Election, Tenure and Qualifications. ........................................ 1
Section 3.4 Regular Meetings. .................................................................................. 2
Section 3.5 Notice. .................................................................................................... 2
Section 3.6 Presumption of Assent. .......................................................................... 2
Section 3.7 Quorum and Voting. ............................................................................... 2
Section 3.8 Compensation. ....................................................................................... 2
Section 3.9 Executive and Other Committees. .......................................................... 2
Section 3.10 Meetings by Telephone or Virtually. ....................................................... 3
Section 3.11 Action Without a Meeting. ...................................................................... 3
ARTICLE IV OFFICERS AND AGENTS ......................................................................... 3
Section 4.1 Number and Qualifications. .................................................................... 3
Section 4.2 Election and Term of Office. ................................................................... 3
Section 4.3 Compensation. ....................................................................................... 3
Section 4.4 Removal. ................................................................................................ 3
Section 4.5 Vacancies. .............................................................................................. 4
Section 4.6 Authority and Duties of Officers. ............................................................. 4
Section 4.7 Surety Bonds. ......................................................................................... 5
ARTICLE V OPERATING GUIDELINES ......................................................................... 5
Section 5.1 Contracts. ............................................................................................... 5
Section 5.2 Loans. .................................................................................................... 5
Section 5.3 Checks, Drafts and Notes. ..................................................................... 5
Section 5.4 Deposits. ................................................................................................ 5
Section 5.5 Investment Managers. ............................................................................ 5
ARTICLE VI MISCELLANEOUS ..................................................................................... 6
Section 6.6 Account Books, Minutes, Etc. ................................................................. 6
Section 6.7 Fiscal Year. ............................................................................................ 6
Section 6.8 Conveyances and Encumbrances. ......................................................... 6
Section 6.9 Designated Contributions. ...................................................................... 6
Section 6.10 Conflicting Interest Transactions. ........................................................... 6
Section 6.11 Non-Liability For Debts. .......................................................................... 7
Section 6.12 Amendments. ......................................................................................... 7
Section 6.13 Severability. ............................................................................................ 7
235
BYLAWS
OF
VAIL HOME PARTNERS CORPORATION
ARTICLE I
OFFICES
Section 1.1 Business Offices. The principal office of the corporation
shall be located within the Town of Vail, Colorado. The corporation may have such
other offices, either within or outside Colorado, as the board of directors may designate
or as the affairs of the corporation may require from time to time.
Section 1.2 Registered Office. The registered office of the corporation
required by the laws of the State of Colorado governing nonprofit corporations to be
maintained in Colorado may be, but need not be, the same as the principal office if in
Colorado, and the address of the registered office may be changed from time to time by
the board of directors or by the officers of the corporation.
ARTICLE II
MEMBERS
Section 2.1 No Members. The corporation shall have no members.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the corporation
shall be managed by its board of directors, except as otherwise provided in the laws of
the State of Colorado, the articles of incorporation or these bylaws.
Section 3.2 Number, Election, Tenure and Qualifications. Initially, the
board of directors shall consist of 5 members. The members of the board of directors of
the corporation shall consist of the following officers and employees of the Town, as
well as one member of the Vail Housing Authority, and each member who is an officer
or employee of the Town shall have a term of office shall be coterminous with his or her
term or tenure as officers of employees of the Town.
Town officers or employees of the to serve on the board of directors of the
corporation shall be (i) Assistant Town Manager; (ii) Town of Vail Housing Director; (iii)
Town of Vail Finance Director; (iv) Town of Vail Public Works Director; and (v) Vail
Housing Authority member. The Assistant Town Manager shall serve as the president
of the board of directors.
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Section 3.4 Regular Meetings. A regular annual meeting of the board of
directors shall be held during the month of November at the time and place determined
by the board, for the purpose of electing officers and for the transaction of such other
business as may come before the meeting. The board of directors may provide by
resolution the time and place for the holding of additional regular meetings.
Section 3.4. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the president or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix any place
as the place for holding any special meeting of the board called by them.
Section 3.5 Notice. Notice of each meeting of the board of directors
stating the place, day and hour of the meeting shall be given to each director at the
director’s business address at least 24 hours prior to the meeting, delivered
electronically and posted on the Town’s website. Such notice shall be deemed to be
given when the electronic transmission is sent. Any director may waive notice of any
meeting before, at or after such meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting unless otherwise required by statute.
Section 3.6 Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless such director's
dissent shall be entered in the minutes of the meeting or unless the director shall file a
written dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such action.
Section 3.7 Quorum and Voting. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the board of
directors, and the vote of a majority of the directors present in person at a meeting at
which a quorum is present shall be the act of the board of directors. If less than a
quorum is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice other than an announcement at the
meeting, until a quorum shall be present. No directors may vote or act by proxy at any
meeting of directors.
Section 3.8 Compensation. Directors shall not receive compensation for
their services as such, although the reasonable expenses of directors of attendance at
board meetings may be paid or reimbursed by the corporation. Directors shall not be
disqualified to receive reasonable compensation for services rendered to or for the
benefit of the corporation in any other capacity.
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Section 3.9 Executive and Other Committees. By one or more
resolutions adopted by a majority of the directors then in office, the board of directors
may designate from among its members an executive committee and one or more other
committees, each of which, to the extent provided in the resolution establishing such
committee, shall have and may exercise all of the authority of the board of directors,
except as prohibited by statute. The delegation of authority to any committee shall not
operate to relieve the board of directors or any member of the board from any
responsibility imposed by law. Rules governing procedures for meetings of any
committee of the board shall be as established by the board of directors, or in the
absence thereof, by the committee itself.
Section 3.10 Meetings by Telephone or Virtually. Members of the board
of directors or any committee thereof may participate in a meeting of the board or
committee by means of conference telephone , virtually through Zoom or Microsoft
Teams, or similar communications equipment or means by which all persons
participating in the meeting can hear each other at the same time. Such participation
shall constitute presence in person at the meeting.
Section 3.11 Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the directors or any committee thereof may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be signed by all
of the directors or committee members entitled to vote with respect to the subject matter
thereof. Such consent (which may be signed in counterparts) shall have the same force
and effect as a unanimous vote of the directors or committee members.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.1 Number and Qualifications. The elected officers of the
corporation shall be a president, one or more vice-presidents, a secretary and a
treasurer. The board of directors may also appoint such other officers, assistant officers
and agents, including an executive director, a controller, assistant secretaries and
assistant treasurers, as it may consider necessary. One person may hold more than
one office at a time, except that no person may simultaneously hold the offices of
president and secretary. Officers need not be directors of the corporation. All officers
must be at least eighteen years old.
Section 4.2 Election and Term of Office. The elected officers of the
corporation shall be elected by the board of directors at each regular annual meeting. If
the election of officers shall not be held at such meeting, such election shall be held as
soon as convenient thereafter. Each officer shall hold office until the officer ’s successor
shall have been duly elected and shall have qualified, or until the officer ’s earlier death,
resignation or removal.
Section 4.3 Compensation. The compensation of the officers, if any,
shall be as fixed from time to time by the board of directors, and no officer shall be
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prevented from receiving a salary by reason of the fact that such officer is also a
director of the corporation.
Section 4.4 Removal. Any officer or agent may be removed by the
board of directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent shall not in
itself create contract rights.
Section 4.5 Vacancies. Any officer may resign at any time, subject to
any rights or obligations under any existing contracts between the officer and the
corporation, by giving written notice to the president or to the board of directors. An
officer's resignation shall take effect at the time specified in such notice, and unless
otherwise specified therein, the acceptance of such resignation shall not be necessary
to make it effective. A vacancy in any office, however occurring, may be filled by the
Town Council for the unexpired portion of the term.
Section 4.6 Authority and Duties of Officers. The officers of the
corporation shall have the authority and shall exercise the powers and perform the
duties specified below and as may be additionally specified by the president, the board
of directors or these bylaws, except that in any event each officer shall exercise such
powers and perform such duties as may be required by law.
(a) President. The president shall, subject to the direction and
supervision of the board of directors, (i) be the chief executive officer of the corporation
and have general and active control of its affairs and business and general supervision
of its officers, agents and employees; (ii) preside at all meetings of the board of
directors; (iii) see that all orders and resolutions of the board of directors are carried into
effect; and (iv) perform all other duties incident to the office of president and as from
time to time may be assigned to the president by the board of directors. The President
shall be the Assistant Town Manager of the Town.
(b) Vice-Presidents. The vice-president or vice-presidents shall
assist the president and shall perform such duties as may be assigned to them by the
president or by the board of directors. The vice -president (or if there is more than one,
then the vice-president designated by the board of directors, or if there be no such
designation, then the vice-presidents in order of their election) shall, at the request of
the president, or in the president's absence or inability or refusal to act, perform the
duties of the president and when so acting shall have all the powers of and be subject to
all the restrictions of the president.
(c) Secretary. The secretary shall (i) keep the minutes of the
proceedings of the board of directors and any committees of the board; (ii) see that all
notices are duly given in accordance with the provisions of these bylaws or as required
by law; (iii) be custodian of the corporate records and of the seal of the corporation; and
(iv) in general, perform all duties incident to the office of secretary and such other duties
as from time to time may be assigned to the secretary by the president or by the board
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of directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the secretary.
(d) Treasurer. The treasurer shall (i) be the principal financial
officer of the corporation and have the care and custody of all its funds, securities,
evidences of indebtedness and other personal property and deposit the same in
accordance with the instructions of the board of directors; (ii) receive and give receipts
and acquittances for moneys paid in on account of the corporation, and pay out of the
funds on hand all bills, payrolls and other just debts of the corporation of whatever
nature upon maturity; (iii) unless there is a controller, be the principal accounting officer
of the corporation and as such prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare and
file all local, state and federal tax returns and related documents, prescribe and
maintain an adequate system of internal audit, and prepare and furnish to the president
and the board of directors statements of account showing the financial position of the
corporation and the results of its operations; (iv) upon request of the board, make such
reports to it as may be required at any time; and (v) perform all other duties incident to
the office of treasurer and such other duties as from time to time may be assigned to the
treasurer by the president or the board of directors. Assistant treasurers, if any, shall
have the same powers and duties, subject to supervision by the treasurer.
Section 4.7 Surety Bonds. The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in such sums
and with such sureties as shall be satisfactory to the board, conditioned upon the faithful
performance of such person's duties and or the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in such person's
possession or under such person's control belonging to the corporation.
ARTICLE V
OPERATING GUIDELINES
Section 5.1 Contracts. The board may authorize any officer or officers,
agent or agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 5.2 Loans. No loans shall be contracted for or on behalf of the
corporation and no evidence of indebtedness shall be issued in the name of the
corporation unless authorized by resolution of the board. Such authority may be
general if confined to a maximum dollar amount specified by the board by resolution
from time to time. Such authority otherwise shall be confined to specific instances. No
loan shall be made to any officer or director of the corporation.
Section 5.3 Checks, Drafts and Notes. All checks, drafts, or other orders
for payment of money, notes, or other evidence of indebtedness issued in the name of
the corporation shall be signed by two officers appointed by the board, including, if
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possible, the treasurer, and in such manner as from time to time shall be determined by
resolution of the board.
Section 5.4 Deposits. All funds of the corporation otherwise not
employed shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the board may select.
Section 5.5 Investment Managers. The board shall have the authority to
invest and reinvest the assets of the corporation and designate any bank, trust
company, brokerage firm, or investment advisor to manage the assets and the
investment of the assets of the corporation.
ARTICLE VI
MISCELLANEOUS
Section 6.6 Account Books, Minutes, Etc. The corporation shall keep
correct and complete books and records of account and shall keep minutes of the
proceedings of its board of directors and committees. All books and records of the
corporation may be inspected by any director, or that director's authorized agent or
attorney, for any proper purpose at any reasonable time.
Section 6.7 Fiscal Year. The fiscal year of the corporation shall be as
established by the board of directors.
Section 6.8 Conveyances and Encumbrances. Property of the
corporation may be assigned, conveyed or encumbered by such officers of the
corporation as may be authorized to do so by the board of directors, and such
authorized persons shall have power to execute and deliver any and all instruments of
assignment, conveyance and encumbrance; however, the sale, exchange, lease or
other disposition of all or substantially all of the property and assets of the corporation
shall be authorized only in the manner prescribed by applicable statute.
Section 6.9 Designated Contributions. The corporation may accept any
designated contribution, grant, bequest or devise consistent with its general tax -exempt
purposes, as set forth in the articles of incorporation. As so limited, donor -designated
contributions will be accepted for special funds, purposes or uses, and such
designations generally will be honored. However, the corporation shall reserve all right,
title and interest in and to and control of such contributions, as well as full discretion as
to the ultimate expenditure or distribution thereof in connection with any such special
fund, purpose or use. Further, the corporation shall acquire and retain sufficient control
over all donated funds (including designated contributions) to assure that such funds will
be used to carry out the corporation's tax-exempt purposes.
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Section 6.10 Conflicting Interest Transactions.
(a) As used in this section, "Conflicting Interest Transaction"
means a contract, transaction, or other financial relationship between the corporation
and a director of the corporation, or between the corporation and a party related to a
director or between the corporation and an entity in which a director of the corporation is
a director or officer or has a financial interest.
(b) No loans shall be made by the corporation to its directors or
officers. Any director or officer who assents to or participates in the making of any such
loan shall be liable to the corporation for the amount of such loan until the repayment
thereof.
(c) No Conflicting Interest Transaction shall be void or voidable
or be enjoined, set aside, or give rise to an award of damages or other sanctions in a
proceeding in the right of the corporation, solely because the Conflicting Interest
Transaction involves a director of the corporation or a party related to a director or an
entity in which a director of the corporation is a director or officer or has a financial
interest or solely because the director is present at or participates in the meeting of the
corporation's board of directors or of the committee of the board of directors that
authorizes, approves, or ratifies the Conflicting Interest Transaction or solely because
the director's vote is counted for such purpose if:
(i) The material facts as to the director's relationship or
interest and as to the Conflicting Interest Transaction are disclosed or are known to the
board of directors or the committee, and the board of directors or committee in good
faith authorizes, approves, or ratifies the Conflicting Interest Transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or
(ii) The Conflicting Interest Transaction is fair as to the
corporation.
(d) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes, approves, or ratifies the Conflicting Interest Transaction.
(e) For purposes of this section, a party related to a director
shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of
a sibling, an estate or trust in which the director or a party related to a director has a
beneficial interest, or an entity in which a party related to a director is a director, officer,
or has a financial interest.
(f) Notwithstanding any other provision of this Article VI, no
contract, transaction or financial relationship between the corporation and t he
employees of the Town of Vail, Colorado shall constitute a Conflicting Interest
Transaction.
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Section 6.11 Non-Liability For Debts. The private property of the directors
and officers shall be exempt from execution or other liability for any debts of the
Corporation and no director shall be liable or responsible for the debts or liabilities of the
Corporation.
Section 6.12 Amendments. The power to alter, amend or repeal these
bylaws and adopt new bylaws shall be vested in the board of directors.
Section 6.13 Severability. The invalidity of any provision of these bylaws
shall not affect the other provisions hereof, and in such event these bylaws shall be
construed in all respects as if such invalid provision were omitted.
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______________________________________
The undersigned hereby certifies that the foregoing Bylaws of Vail Home
Partners Corporation as adopted [______], 2025, are in full force and effect as of
[_____], 2025.
[SEAL]
__________________________________
Secretary
91674313.v3
244
RECORDING REQUEST BY AND,
FOLLOWING RECORDING,
RETURN TO:
Kimberley Crawford
Butler Snow LLP
1801 California Street,
Suite 5100
Denver, Colorado 80202
QUIT CLAIM DEED
The Town of Vail, Colorado, a Colorado municipal corporation (the “Grantor”),
whose street address is 75 South Frontage Road West, Vail, Colorado, for good and valuable
consideration, hereby does remise, release, sell and quit claim to Vail Home Partners
Corporation, a Colorado nonprofit corporation (the “Grantee”), whose street address is 75 South
Frontage Road West, Vail, Colorado, all right, title, interest, claim and demand which the
Grantor has in and to the real estate property, together with improvement s, situated, lying and
being in the Town of Vail, Colorado, to wit:
see Exhibit A attached hereto and incorporated herein by this reference
TO HAVE AND TO HOLD the same, together with all and singular the
appurtenances and privileges thereunto belonging, or in anywise thereunto appertaining, and
all the estate, right, title, interest and claim whatsoever, of the Grantor, either in law or in equity,
to the only proper use, benefit and behoof of the Grantee, his heirs and assigns forever. The
singular number shall include the plural, the plural the singular, and the use of any gender shall
be applicable to all genders.
IN WITNESS WHEREOF, the Grantor has caused this Quit Claim Deed to be
executed in its name and the seal of Grantor to be affixed hereto and attested by its duly
authorized officers, all as of the date first above written.
[SEAL] THE TOWN OF VAIL, COLORADO, a
Colorado home rule municipal corporation, as
Grantor
________________________________________
Travis Coggin, Mayor
ATTEST:
___________________________
Stephanie Kauffman, Town Clerk
245
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this _____ day of
__________, 2025 by Travis Coggin as Mayor and Stephanie Kauffman, as Town
Clerk, of Town of Vail, Colorado.
Witness my hand and official seal.
_____________________________________
Notary Public
246
EXHIBIT A
351 N FRONTAGE RD W. – West Middle Creek Apartment
[INSERT LEGAL]
92110910.v2
247
PROMISSORY NOTE
VAIL HOME PARTNERS CORPORATION LOAN
Principal amount: $[_____] [_____], 2025
VAIL HOME PARTNERS CORPORATION, a Colorado nonprofit corporation
(“Borrower”), unconditionally promises to pay to the order of THE TOWN OF VAIL,
COLORADO, a Colorado Home Rule municipal corporation (“Payee”), the principal
sum of $[_____], or so much as Payee has advanced under this Note, together with
interest at the annual rate of 0.00% interest. All unpaid principal shall remain
outstanding until fully paid and discharged.
Notwithstanding anything in this Note to the contrary, payments of principal are
not required under this Note except to the extent of available cash flow (as described
in Section 5.01 of the Mortgage and Indenture of Trust of Borrower and U.S. Bank
Trust Company, National Association, as Trustee (“Indenture”), authorizing the
issuance of the Borrower’s Housing Facilities Revenue Bonds, Series 2025 (the
“Senior Bonds”). This Note is junior and subordinate at all times to the Senior Bonds.
The Borrower may refinance, sell, or modify the Senior Bonds without the
consent of the Payee or any subsequent holder of this Note.
Borrower shall make all payments of principal on this Note to Payee at its offices
at of the Payee, 75 S. Frontage Road Road West, Vail, Colorado , or at another place
as Payee may designate to Borrower in writing.
Borrower may prepay this Note, either in whole or in part, at any time without
premium or penalty and without the prior consent of the Payee.
If Borrower fails to pay any amount due u nder this Note, and Payee takes any
action to collect the amount due, or if Payee brings any suit or proceeding for the
recovery or for protection of the indebtedness, then Borrower shall pay on demand all
reasonable costs and expenses of the suit or proceeding and any appeal including, but
not limited to, the fees and disbursements of Payee’s attorneys and their staff.
Borrower hereby waives presentment, notice of dishonor, and protest. Borrower
hereby assents to any extension of time with respect to any payment due under this
Note, to any substitution or release of collateral, and to the addition or release of any
party. No waiver of any payment or other right operates as a waiver of any other
payment or right.
If any provision in this Note is held invalid, illegal, or unenforceable, all other
provisions of this Note remain fully enforceable.
No delay or failure of the holder of this Note in the exercise of any right or
remedy is to be deemed a waiver of such right, and no exercise of any right or remedy
is to be deemed a waiver of any other right or remedy that the holder may have.
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This Note is a nonrecourse obligation of Borrower.
The parties shall give all notices related to this Note in writing, by hand delivery,
overnight courier, or by certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:
Borrower: Vail Home Partners Corporation
75 South Frontage Road West
Vail, Colorado 81657
Attention: Assistant Town Manager/President of the Borrower
With a copy to:
Winthrop & Weinstine, P.A.
225 South 6th Street, Suite 3500
Minneapolis, Minnesota 55402
Attn.: Jon L. Peterson, Esq.
Payee: The Town of Vail, Colorado
75 South Frontage Road West
Vail, Colorado 81657
Attention: Assistant Town Manager
Notices will be deemed effective when hand delivered, or one day after timely
delivery to an overnight courier for next day delivery to Borrower (as evidenced by a
receipt from the overnight courier), or three days after notice is deposited with the U.S.
Postal Service.
Borrower and all signers or endorsers hereby consent to venue and jurisdiction
in the District Court of Eagle County, Colorado and to service of process as permitted
under Colorado law in any action to enforce this Note.
The indebtedness evidenced by this Note loan (“Subordinate Loan”), this Note,
the the Loan Agreement, and all documents securing or evidencing this Subordinate
Loan are and shall be subject and subordinate to the right of payment in full of the
Bonds.
Payee will not assign this Note or any interest in it without consent of Borrower.
The laws of the State of Colorado govern this Note without regard to principles
of conflicts of laws.
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Promissory Note Signature Page
The Borrower has executed this Promissory Note as of the day and year first written
above.
BORROWER
VAIL HOME PARTNERS CORPORATION
By:
Name: Kathleen Halloran
Title: President
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ARTICLES OF INCORPORATION
OF
VAIL HOME PARTNERS CORPORATION
The undersigned adult natural person, acting as incorporator, hereby
establishes a nonprofit corporation pursuant to the laws of the State of Colorado
governing nonprofit corporations and adopts the following articles of incorporation:
FIRST: Name. The name of the corporation is Vail Home Partners
Corporation.
SECOND: Principal Office. The address of the initial principal office of
the corporation shall be 75 South Frontage Road West, Vail, Colorado 81657, and may
be changed as deemed appropriate by the Board of Directors of the corporation.
THIRD: Duration. The corporation shall have perpetual existence.
FOURTH: Purposes.
(a) The corporation is organized and shall be operated
exclusively on behalf of and for the benefit and in furtherance of the purposes of the
Town of Vail, Colorado, and the inhabitants thereof. All moneys realized by the
corporation shall be used exclusively for the acquisition, operation, maintenance and
development of property used to provide decent, safe and sanitary housing at affordable
rental rates to individuals or families of employees within the Town or within Eagle
County, including payment of obligations of the corporation in connection therewith.
Any such property shall be located within the Town of Vail, Colorado , or have a
substantial connection therewith.
(b) The corporation is an independent nonprofit corporation that
(i) is separate and distinct from the Town, (ii) is not a district in its own right or part of a
district for purposes of Article X, Section 20 of the Colorado Constitution (“TABOR”) and
(iii) is a government owned business, authorized to issue its own revenue bonds that
does not receive 10% or more of its annual revenue in grants from the State of
Colorado or Colorado local governments and, accordingly, is an enterprise within the
meaning of subsection (2)(d) of TABOR.
(c) For purposes of federal income tax law, it is intended that
the corporation will be an instrumentality of the Town, that the activities of the
corporation will lessen the burden of government of the Town, that the income of the
corporation will be excluded from gross income and that interest on the revenue bonds
and other obligations of the corporation will (unless provided otherwise in the
documents governing the issuance thereof) be excluded from gross income.
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FIFTH: Powers. In furtherance of the foregoing purposes and
objectives and subject to the restrictions set forth in Article SIXTH, the corporation shall
have and may exercise all of the powers now or hereafter conferred upon nonprofit
corporations organized under the laws of Colorado and may do everything necessary or
convenient for the accomplishment of any of the corporate purposes, either alone or in
connection with other organizations, entities or individuals, and either as principal or
agent, subject to such limitations as are or may be prescribed by law.
SIXTH: Restrictions on Powers.
(1) No dividend shall be paid by the corporation and no part of the
income or profit of the corporation shall be distributed to its directors or officers.
Notwithstanding the foregoing, the corporation may pay compensation in a reasonable
amount to its directors or officers for services rendered. No substantial part of the
activities of the corporation shall consist of carrying on propaganda or otherwise
attempting to influence legislation. The corporation shall not participate or intervene in
(including the publishing or distribution of statements) any political campaign on behalf
of or in opposition to any candidate for public office.
(2) The corporation at all times shall be one not organized for profit.
SEVENTH: Registered Office and Agent. The address of the initial
registered office of the corporation is 75 South Frontage Road West, Vail, Colorado
81657. The name of its initial registered agent at such office is Russell Forrest. The
consent of the initial registered agent to such appointment is being filed with the
Secretary of State in connection with these articles of incorporation.
Members. The corporation shall have no members, voting or nonvoting.
FIFTH: Capital Stock. The corporation shall have no capital stock.
SIXTH: (a) Board of Directors. The management of the affairs
of the corporation shall be vested in a Board of Directors, except as otherwise provided
in the laws of the State of Colorado governing nonprofit corporations, these articles of
incorporation or the bylaws of the corporation. The number of directors, their
classifications, if any, their terms of office and the manner of their election or
appointment shall be determined according to the bylaws of the corporation from time to
time in force.
(b) Liability of Directors. The personal liability of a director to
the corporation for monetary damages for any breach of fiduciary duty as a director is
limited to the fullest extent permitted by the laws of the State of Colorado, as the same
exist or may hereafter be amended, and as further provided in the bylaws of the
corporation. Any repeal or modification of this Article TENTH (b) shall be prospective
only and shall not adversely affect any right or protection of a director of the corporation
under this Article TENTH (b), as in effect immediately prior to such repeal or
modification, with respect to any liability that would have accrued, but for this Article
TENTH (b), prior to such repeal or modification.
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(c) Initial Board. Five directors shall constitute the initial Board
of Directors. Their names are as follows:
Name
Kathleen Halloran (Town of Vail Deputy Town Manager)
Jason Dietz (Town of Vail Housing Director)
Carlie Smith (Town of Vail Finance Director)
Greg Hall (Town of Vail Public Works Director)
Christine Santucci (Vail Local Housing Authority member)
TWELFTH: Officers. The corporation shall have such officers as from
time to time may be prescribed by the bylaws. Their terms of office and manner of
designation or selection shall be determined in accordance with the bylaws then in
effect.
THIRTEENTH: Bylaws. The initial bylaws of the corporation shall be
as adopted by the Board of Directors. The Board of Directors shall have power to alter,
amend or repeal the bylaws from time to time in force and adopt new bylaws. The
bylaws of the corporation may contain any provisions for the regulation of management
of the affairs of the corporation that are not inconsistent with the law or these articles of
incorporation, as these articles may from time to time be amended. However, no bylaw
at any time in effect, and no amendment to these articles, shall have the effect of
proprietary interest in the corporation's property or assets, whether during the term of
the corporation's existence or as an incident to its dissolution.
FOURTEENTH: Changes in Articles of Incorporation- The Board shall
have the right from time to time on the vote of a majority of the directors in office, and
not otherwise, to dissolve the Corporation or to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
subsequently prescribed by statute except that no such amendment, alteration, change,
or repeal shall be made which shall:
(a) Permit the use, application, or disbursement of any of the principal or
income of the corporate property for any purpose other than those expressly provided
for in these articles of incorporation, or other than exclusively for charitable or
educational purposes.
(b) Permit the principal or income of any bequest, devise, grant, gift, or
contribution to the corporation to be used contrary to the conditions, limitations, or
restrictions contained in any such bequest, devise, grant, gift, or contribution.
FIFTEENTH: Indemnification of Directors, Officers, Employees and
Agents. The corporation shall indemnify its directors, officers, employees and agents
to the fullest extent allowed by law, except that such indemnification shall not be
available for:
(a) Any breach of such person’s duty of loyalty to the corporation;
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(b) Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
(c) A transaction from which such person directly or indirectly received
an improper personal benefit, whether or not the benefit resulted from an action taken
within the scope of such person’s position with the corporation; or
(d) An act or omission for which the liability of a person in such a
position is expressly provided for by Colorado statute.
SIXTEENTH: Dissolution. All property of the corporation shall be owned
for the benefit of the Town of Vail, Colorado. Upon dissolution of the corporation, all
property of the corporation remaining after payment of or provision for all of its liabilities
shall be paid over or transferred to the Town of Vail, Colorado. This limitation shall not
restrict the ability of the corporation to pledge its property to secure the payment of its
obligations.
SEVENTEENTH: Incorporator. The name and address of the
incorporator is Russell Forrest Town of Vail, 75 South Frontage Road West, Vail,
Colorado 81657.
EIGHTEENTH: Filing Agent. The name and address of the individual who
causes these articles of incorporation to be filed and to whom the Colorado Secretary of
State may deliver notice if filing of this document is refused is Russell Forrest, Town of
Vail, 75 South Frontage Road West, Vail, Colorado 81657.
Causing a document to be delivered to the Secretary of State for filing shall constitute
the affirmation or acknowledgment of each individual causing such delivery, under
penalties of perjury, that the document is the individual's act and deed or the act and
deed of the entity on whose behalf the individual is causing the document to be
delivered for filing and that the facts stated in the document are true.
Dated: Russell Forrest, Incorporator
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CONSENT OF REGISTERED AGENT
The undersigned hereby consents to his appointment as initial registered
agent for Vail Home Partners Corporation.
Dated:
Russell Forrest, Registered Agent
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
Acknowledged before me this ___ day of _______, 2025 by
________________, as incorporator and registered agent.
Witness my hand and official seal.
My commission expires
(SEAL)
__________________________________
Notary Public
91674312.v4
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