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2025-04-01 Agenda and Supporting Documentation Town Council Evening Meeting
1.Call to Order (6:00pm) 2.Proclamation (6:00pm) 2.1 Proclamation No. 2, Series of 2025 National Donate Life Month Proclamation (6:00pm) 5 min. Read proclamation into record. Presenter(s): Travis Coggin, Mayor Background: April is the 22nd Annual National Donate Life Month. The goal is to raise awareness about organ, eye, and tissue donation, encourage Americans to register as donors and honor those that have saved and healed lives through the gift of donation. 2.2 Proclamation No. 3, Series of 2025 Navy SEAL Foundation Recognition Day (6:05pm) Read proclamation into the record. Presenter(s): Travis Coggin, Mayor Background: April 3rd is the annual Night of Tribute to the Naval Special Warfare community. The goal of this event is to honor and serve the needs of the US Special Operations Forces through wellness programs and supporting families of fallen warriors. 3.Municipal Judge Swearing In Ceremony (6:10pm) 3.1 Municipal Judge Oath of Office (10 min.) 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_ZWgeIcagSX6bL1SHJEEKQg 6:00 PM, April 1, 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. Proclamation No 2, Series of 2025 - National Donate Life Month Proclamation No. 3 - Navy Seal Foundation Recognition Day Municipal Judge Oath of Office 1 4.Public Participation (6:20pm) 4.1 Public Participation (20 min.) 5.Any action as a result of Executive Session (6:40pm) 6.Appointments for Boards & Commissions (6:40pm) 6.1 Planning and Environmental Commission (PEC) Appointments Motion to appoint three members to service on the Planning and Environmental Commission for a two-year term, ending March 31, 2027. 7.Consent Agenda (6:45pm) 7.1 March 4, 2025 Town Council Meeting Minutes 7.2 March 18, 2025 Town Council Meeting Minutes 7.3 Resolution No. 14, Series of 2025 A Resolution Approving an Intergovernmental Agreement between Eagle County and the Town of Vail for Preservation of the East Vail Bighorn Sheep Habitat Property Approve, approve with amendments, or deny Resolution No. 14, Series of 2025. Presenter(s): Kristen Bertuglia Background: The Town of Vail, in anticipation of an open space fund contribution of $5 million at the April 8th meeting of the Eagle County Commissioners toward the purchase of the Bighorn Preserve and establishment of a future conservation easement therein, wishes to enter into an Intergovernmental Agreement accepting the terms of the Funding Agreement. 7.4 Resolution No. 15, Series of 2025, A Resolution of the Vail Town Council Appointing Courtney Holm as the Town's Municipal Judge and Approving an Associated Agreement Approve, approve with amendments, or deny Resolution No. 16, Series of 2025. Background: After an extensive search and interview process, the Vail Town Council has chosen to appoint Courtney Holm to the office of Municipal Judge. 7.5 Eagle Valley Land Trust Engagement Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Eagle Valley Land Trust for the Vail Bighorn Preserve, in an amount not to Public Participation Town Council Meeting Minutes 3-04-2025 Town Council Meeting Minutes 3-18-2025 Resolution No. 14 - County Funding IGA Attachment A. IGA with Eagle County, East Vail Bighorn Sheep Resolution No. 15 - Appointing Municipal Judge Attachment A. Municipal Judge Services Agreement 2 exceed $84,705.00, toward the securing of a conservation easement. Presenter(s): Kristen Bertuglia Background: The Town of Vail, with support from Eagle County and other partners, is pursuing a conservation easement on 150 acres of town-owned land in East Vail, to be known as the Vail Bighorn Preserve, in order to protect wildlife habitat. With this partnership, the town agrees to support legal fees, site assessment and other costs associated with establishing a conservation easement. 7.6 Contract Award with A-1 Chipseal for 2025 Slurry Seal Project Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with A-1 Chipseal for the 2025 Slurry Seal Project, in an amount not to exceed $145,000.00. Background: This project is budgeted in the Capital Street Maintenance budget. Roads included in this year's asphalt preventative maintenance are Glacier Court, Moraine Drive, Lions Ridge Loop, Red Sandstone Circle, Sandstone Drive, Spruce Court, Sandy Lane, and Vail View Drive. 7.7 Contract Award to C&L Water Solutions for CIPP Rehabilitation Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with C&L Water Solutions for the CIPP Rehabilitation Project, in the amount not to exceed $600,000.00. Background: This project is budgeted within the Capital Projects Fund - Neighborhood Road Reconstruction budget. The existing 60+ year old metal culverts along Meadow Drive and Black Gore Drive have deteriorated to the point where the bottom of the pipe has completely rusted away. 7.8 Contract Award with Eagle Valley Trout Unlimited for In- Stream Trout Habitat Improvements at Ford Park Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Eagle Valley Trout Unlimited (EVTU) for in-stream habitat improvements at the east end of Ford Park in an amount not to exceed $100,000. Background: Town Council allocated $100,000 in the 2025 budget toward a larger $617,000 grant-funded, in-stream habitat project being managed by Eagle Valley Trout Unlimited. This request is to begin dispersal of the $100,000 contribution to EVTU to begin design and permitting of the in- stream habitat project. Engagement Letter Vail Bighorn Preserve Attachment A. Landowner Packet 2-05-2025 Council Memo - Slurry Project Council Memo - CIPP Rehabilitiation Council Memo - Trout Unlimited 3 7.9 Contract Award with G.H. Daniels and Associates for East Vail Interchange Landscape Improvements Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with G.H. Daniels and Associates for East Vail Interchange landscape improvements, in an amount not to exceed $173,346.00. Background: This project will redirect stormwater runoff to water quality vaults and add new vegetation to the interchange to improve the overall aesthetics of the area. 7.10 Contract Award with McKinstry for Geothermal Energy District Development Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with McKinstry for the Geothermal Project Phase II, in an amount not to exceed $144,820.00. Background: In the summer of 2024, the Town of Vail was awarded $250,000 from the Colorado Energy Office to pursue design of a geothermal heating district to provide a clean energy alternative for snowmelting, the Town's largest consumer of fossil gas. Town Council has budgeted an additional $150,000 to complete the project. This work will complete the required grant objectives. 7.11 Contract Award with Sharper Image Painting for Lionshead Parking Structure Repainting Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Sharper Image Painting for the Lionshead Parking Structure repainting project, in an amount not to exceed $72,000.00. Background: The interior of the Lionshead Parking Structure has not been painted in many years and is in need of refresh. 8.Action Items (6:45pm) 8.1 Summer Managed Parking Discussion (6:45pm)60 min. Listen to presentation and make decision on summer managed parking. Presenter(s): Greg Hall, Public Works Director and Stephanie Kashiwa, Parking Manager Background: This presentation incorporates the Parking & Mobility Task Force's final recommendation based on the March 27th Task Force meeting, based on feedback from the March 18th presentation to Council. Council Memo - East Vail Interchange Landscape Improvements Council Memo - Geothermal District Attachment A. Thermal Energy Network Development Proposal Council Memo - LH Parking Structure Repainting Council Memo - Summer Managed Parking Staff Presentation - Summer 2025 Parking Program Public Comment - Summer Managed Parking 4 8.2 Contract Award with Walking Mountains Science Center for Vail Nature Center Summer Operations (7:45pm) 5 min. Authorize the Town Manager to enter into an agreement with Walking Mountains Science Center for Vail Nature Center Summer Operations, in an amount not to exceed $109,373. Presenter(s): Kristen Bertuglia, Environmental Sustainability Director Background: Walking Mountains has provided interpretive services, environmental education programs, staffing, and nature preserve maintenance at the Vail Nature Center. 8.3 Resolution No. 16, Series of 2025, A Resolution Adopting the Town of Vail Public Way Permit Fee Schedule (7:50pm) 10 min. Approve, approve with amendments, or deny Resolution No. 16, Series of 2025. Presenter(s): Tom Kassmel Background: This Resolution updates the existing Public Way Permit Fee schedule to include a new Soil Nail Encroachment fee. 8.4 Ordinance No. 6, Series of 2025, First Reading, An Ordinance Amending Title 7 of the Vail Town Code by the Addition of a New Chapter 14, to Establish an Automated Vehicle Identification System (8:00pm) 20 min. Approve, approve with amendments, or deny Ordinance No. 6, Series of 2025 upon first reading Presenter(s): Commander Chris Botkins, Vail Police Department Background: The Vail Police Department is requesting Town Council adopt an ordinance authorizing the use of an Automated Vehicle Identification System to issue speeding tickets at two locations in the Town of Vail. 9.Public Hearings (8:20pm) 9.1 An Appeal, Pursuant to Section 12-3-3, Appeals and Call- Up, Vail Town Code, of the Final Decision of the Town of Vail Planning and Environmental Commission on January 13, 2025, Denying the Variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, Pursuant to Title 12 Chapter 17, Variances, Vail Town Code to Allow for an Increase in the Allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District Located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing (TC25-0002) (8:20pm) 30 min. Uphold, uphold with amendments, or deny the Planning and Contract - Vail Nature Center Operations Council Memo - Soil Stabilization Encroachment Fee Resolution No. 16 - PW Fees Soil Nail Update Attachment A. PW Updated Fees 4-1-2025 Council Memo - Automated Vehicle Identification System (AVIS) Ordinance No. 6 - AVIS 5 Environmental Committee's decision. Presenter(s): Heather Knight, Planner Background: On January 13, 2025, the Planning and Environmental Commission voted 6-1 (Tucker opposed) to deny a variance request to allow for an increase in the allowable GRFA for the home located at 387 Beaver Dam Circle. The current owner was unaware of previous changes to the crawlspaces. They were not reviewed by the Town of Vail staff as part of any building permit. The applicant was informed the excess GRFA needed to be resolved prior to the issuance of a new building permit. The applicant is asking for a GRFA variance. 9.2 Ordinance No. 4, Series of 2025, Second Reading, An Ordinance Making Budget Adjustments to the Town of Vail General Fund, Capital Projects Fund, Real Estate Transfer Tax Fund, Housing Fund, Heavy Equipment Fund, Internal Employee Housing Rental Fund, Timber Ridge Fund, Residences at Main Vail Fund, and Dispatch Services Fund of the 2025 Budget for the Town of Vail, Colorado; and Authorizing the Said Adjustments as Set Forth Herein; and Setting Forth Details in Regard Thereto (8:50pm) 10 min. Approve, approve with amendments, or deny Ordinance No. 4, Series of 2025 upon second reading. Presenter(s): Jake Shipe, Budget Manager Background: Please see attached memo. 9.3 Ordinance No. 5, Series 2025, Second Reading, An Ordinance Concerning the West Middle Creek Housing Development and in Connection Therewith Authorizing the Leasing of Certain Town Property, the Advance of a Loan to the Vail Home Partners Corporation, and the Execution and Delivery of a Site Lease. Lease Purchase Agreement and Other Documents (9:00pm) 5 min. Approve, approve with amendments, or deny Ordinance No. 5, Series of 2025, upon second reading. Presenter(s): Carlie Smith, Finance Director Background: Please see attached memo. Council Memo - 387 Beaver Dam Cir Appeal Rules of Procedure - April 1 PEC Appeal Attachment A. 387 Beaver Dam GRFA Variance Appeal Attachment B. PEC24-0048 Packet Attachment C. PEC Meeting Minutes Attachment D. Appellant PEC Presentation Staff Presentation - TC25-0002 387 Beaver Dam Circle Appellant Presentation - 387 Beaver Dam Circle Council Memo - 1st Budget Supplemental Ordinance No. 4 - 1st Budget Supplemental, 2nd Reading Council Memo - COP Debt 2nd Reading Ordinance No. 5 - Authorizing Ordinance Attachment A. Indenture Housing COPs West Middle Creek 6 10.Adjournment (9:05pm estimated) Attachment B. Lease-Housing COPs West Middle Creek Attachment C. Site Lease West Middle Creek Attachment D. Vail Home Partners Revenue Bond Resolution Attachment E. Mortgage and Indenture of Trust (Vail Home Partners) Attachment F. Vail Home Partners Resolution Articles, Bylaws, and Officers Staff Presentation - West Middle Creek Financial Update 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. 7 AGENDA ITEM NO. 2.1 Item Cover Page DATE:April 1, 2025 TIME:5 min. SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Proclamation AGENDA SECTION:Proclamation (6:00pm) SUBJECT:Proclamation No. 2, Series of 2025 National Donate Life Month Proclamation (6:00pm) SUGGESTED ACTION:Read proclamation into record. PRESENTER(S):Travis Coggin, Mayor VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Proclamation No 2, Series of 2025 - National Donate Life Month 8 Proclamation No. 2 Series of 2025 NATIONAL DONATE LIFE MONTH WHEREAS, April 2025 is the 22nd Annual National Donate Life Month, a time to raise awareness for organ, eye, and tissue donation, encourage Americans to register as donors, and honor those that have saved and healed lives through the gift of donation; and WHEREAS, 95% of Americans support organ donation, but only 48% register; yet 1 deceased donor can save 8 lives through organ donation, heal 75 lives through tissue donation, and help restore sight in 2 people through cornea transplants; and WHEREAS,1 blood donor can save up to 3 lives; 1 bone marrow or blood stem cell donor can cure someone’s blood cancer; and 1 living donor can donate a kidney, and/or part of their liver, lung, pancreas, or small intestine; and WHEREAS,Colorado has led the nation with more than 2/3 of Coloradans selflessly registering to be organ, eye, and tissue donors at the DMV; and WHEREAS,In Colorado in 2024, a record 311 heroic organ donors provided 947 life saving transplants; and 1,860 heroic tissue donors saved and healed nearly 144,000 individuals through tissue grafts; and more than 205,600 people registered as blood donors, giving more than 244,000 units of red blood cells, platelets, and plasma; and WHEREAS,Registering gives hope to the 1,300+ people waiting for a life saving organ transplant in Colorado, while compassionately celebrating donors and their families for giving the gift of life; and WHEREAS,Organ, eye and tissue donation is only possible with our communities and partners coming together for one united purpose. Saying “Yes” to be an organ, eye, and tissue donor is not just checking a box, it is saving and healing lives. NOW, THEREFORE, the Mayor and Vail Town Council do hereby proclaim the month of April as National Donate Life Month. Dated this 1st day of April, 2025. Vail Town Council Attest: _______________________________________________ Travis Coggin, Mayor Stephanie Johnson, Acting Town Clerk 9 AGENDA ITEM NO. 2.2 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Proclamation AGENDA SECTION:Proclamation (6:00pm) SUBJECT:Proclamation No. 3, Series of 2025 Navy SEAL Foundation Recognition Day (6:05pm) SUGGESTED ACTION:Read proclamation into the record. PRESENTER(S):Travis Coggin, Mayor VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Proclamation No. 3 - Navy Seal Foundation Recognition Day 10 PROCLAMATION NO. 3 Series of 2025 Navy SEAL Foundation Recognition Day WHEREAS, the Town of Vail, Colorado, recognizes the Navy SEAL Foundation for their invaluable work in supporting thirty comprehensive programs organized under five pillars— Strength, Resilience, Health, Education, and Community; and WHEREAS, the Navy SEAL Foundation has played a crucial role in enhancing the well-being of active-duty and veteran Navy SEALs, as well as their families, through essential support and resources; and WHEREAS, the Town of Vail acknowledges the dedicated efforts of the Vail Warrior Alliance in hosting the second annual Night of Tribute to the Naval Special Warfare community, honoring them as the most elite fighting force in the world; and WHEREAS, Vail is proud of its rich heritage as the birthplace of the 10th Mountain Division, whose legacy of courage, resilience, and service continues to inspire and connect our community with those who serve in our nation’s military; NOW, THEREFORE, BE IT PROCLAIMED by the Mayor and the Town Council of the Town of Vail, Colorado, that Thursday, April 3, 2025 will be recognized as Navy SEAL Foundation Recognition Day in the Town of Vail, and encourage all who live in and visit our community to join in honoring and supporting the brave men and women of the Naval Special Warfare community, as well as celebrating the vital work of the Navy SEAL Foundation and the Vail Warrior Alliance. Dated this 1st day of April, 2025. Vail Town Council Attest: ______________________________________________________________ Travis Coggin, Mayor Stephanie Johnson, Acting Town Clerk 11 AGENDA ITEM NO. 3.1 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:New Business AGENDA SECTION:Municipal Judge Swearing In Ceremony (6:10pm) SUBJECT:Municipal Judge Oath of Office (10 min.) SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Municipal Judge Oath of Office 12 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) I, Courtney Holm, do affirm that I will support the Charter and Ordinances of the Town of Vail and the Constitution of the United States and State of Colorado, and will faithfully perform the duties of the office of the Municipal Judge with the Town of Vail to the best of my ability. ___________________________________ Courtney Holm [SEAL] Subscribed and affirmed before me this ___ day of ______, 20__. Officer administering affirmation: __________________________ Stephanie Johnson Title: Acting Town Clerk Address: 75 South Frontage Road West Vail, Colorado 81657 13 AGENDA ITEM NO. 4.1 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Citizen Participation AGENDA SECTION:Public Participation (6:20pm) SUBJECT:Public Participation (20 min.) SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Public Participation 14 From:A Hall To:Council Dist List Subject:New chain regulations Date:Wednesday, March 19, 2025 11:51:04 AM Esteemed members, I wanted to write to let you know that I saw the real-time effects of the newly-passed no-chain fine regulation in real time. Creeping home on Eastbound I-70 on Tuesday night at approx 9 pm, starting in Avon, I saw many commercial trucks on the shoulder with drivers attaching chains. I was surprised by the number of instances until I got home and turned on the news to discover the recent passage of a no-chain penalty!! Way to go- the effect was instantaneous, and the only dangerous truck we encountered was a double Fed-Ex trick who blew by us in the passing lane of Dowd Junction, chainless, and then slammed in its brakes due to the double - plows ahead. I am confident we will have less road closures as I saw so much compliance on the very night the ruling passed! Alane 15 From:feistmann@earthlink.net To:Council Dist List Subject:Just want to be sure you see this. No idea how much difference it would make. Date:Saturday, March 22, 2025 11:01:28 PM https://www.denver7.com/news/local-news/truck-train-former-amtrak-conductor-shares- plans-to-reduce-semi-truck-traffic-on-i-70 Peter Feistmann PO Box 2438 Vail, CO 81658 feistmann@earthlink.net 16 From:RICK SACKBAUER To:Kathleen Halloran Cc:Council Dist List Subject:Re: "Tim" Trailer Date:Tuesday, March 25, 2025 12:18:29 PM Thanks to everyone for the Discover Vail support for last week’s local premiere. “TIM” went live worldwide today. Enjoy. Rick Arc'teryx Presents: TIM youtu.be Rick Sackbauer P.O. Box 3267 Vail, CO 81658-3267 Shipping: 1300 N. Frontage Road W. #3267 Vail, CO 81657 sackbauer@aol.com (970) 331-1961 On Mar 18, 2025, at 7:11PM, RICK SACKBAUER <sackbauer@aol.com> wrote: Thanks so much for sharing !! Feel free to pass it along. We hope everyone can enjoy it HERE IN VAIL ! Rick Sackbauer P.O. Box 3267 Vail, CO 81658-3267 17 Shipping: 1300 N. Frontage Road W. #3267 Vail, CO 81657 sackbauer@aol.com (970) 331-1961 On Mar 18, 2025, at 6:15PM, Kathleen Halloran <KHalloran@vail.gov> wrote: I was able to find the trailer for “Tim” (it’s on youtube) https://www.youtube.com/watch?v=E0Z39Iqg91E Thanks for sharing, Rick! Kathleen Halloran Deputy Town Manager <image001.jpg> 75 S. Frontage Road W. Vail, Colorado 81657 970-479-2116 970-390-7917 cell Vail.gov <image002.jpg><image003.jpg> 18 From:Jeff Baran To:PublicInputTownCouncil Subject:Save Joe"s Popcorn Wagon Date:Monday, March 31, 2025 2:42:39 PM To whom it may concern: Don't get rid of Joe's popcorn wagon. Solve the problem created with the ski racks. It makes no sense to punish a long time vendor as a result of ski racks for people that cant make the effort to carry their own skis. My understanding is that there is a 5 year lease that is only at 3 months. Honor your commitment to Joe's. Sincerely, Jeff Baran jeffbaran@comcast.net 74 Field St., Eagle CO 81631 19 From:John Krauklis To:PublicInputTownCouncil Subject:Popcorn cart should stay Date:Monday, March 31, 2025 2:33:49 PM Why is the popcorn wagon being forced out? It’s too cheap? How can this be advantageous to the residents of Vail? This seems strictly money driven and you are eliminating the character and history of the town. Shame on you. Please reverse this decision. John Krauklis (303) 330-6308 Jkrauk@yahoo.com 20 From:Melissa M. Cordova To:PublicInputTownCouncil Subject:Popcorn wagon Date:Monday, March 31, 2025 2:51:58 PM To whom it may concern, It has come to my attention that the town of Vail would like to have the popcorn wagon removed from the village. This is disheartening to here. I'm a true local native born and raised in the valley. My family was here way before Vail and we embraced Vail. As a child spending all my summers walking and shopping the village. The popcorn wagon was my favorite place to stop for fresh lemonade, Popcorn and Candy. Now as an adult I take my child and my neices and nephews there. It's been a family tradition when we are in the village. It's sad that the town feels they can discard a piece of history for some ski racks. I feel the ski racks can either be relocated with in the Hotel or simply just removed as the racks do not bring in revenue. I ask as a native please stop taking away peices of my childhood. Vail has changed so much in the past 15 years it's almost unrecognizable. Thank you, Melissa M. Cordova Mmsbzs22@gmail.com 970-471-3335 21 From:Andrew Armstrong To:PublicInputTownCouncil Subject:Popcorn Wagon Date:Monday, March 31, 2025 2:54:47 PM I have been visiting the popcorn wagon for years. Since I first moved here 15 years ago and worked at Christy Sports next door, I have frequented the popcorn wagon as a quick place to grab a snack or gatorade. It is one of the few places you can get in and out quickly and get a lunch for under $20. It is a staple in the village and a lot more people visit the popcorn wagon than use the 4 seasons ski concierge (I think the popcorn wagon was even there before the 4 seasons was built?). Anyway, honor your contractual obligation of the 5 year lease you granted them and I hope it gets renewed again after that lease ends. Regards, Andrew Armstrong High Mountain Home Technology 970.471.4075 PO Box 1350 Avon, CO 81620 www.vailhometheater.com 22 From:Tina Engberg To:PublicInputTownCouncil Subject:Joe"s Popcorn Wagon Date:Monday, March 31, 2025 2:56:12 PM Dear Town Council Members: I live in Edwards and am frequently in Vail Village. I have a deep appreciation for the fact that Vail Village has a retail wagon in the form of Joe's Popcorn Wagon which supplies inexpensive treats to those in the Village. Popcorn and assorted food items are perfectly situated in a wagon format (I used to manage a series of carts which sold candy items in Atlanta malls.) That this business has been in Vail a very long time, and recently signed a five year lease with the Town of Vail demonstrates that the Town Council has had a very positive experience with a small business like this operating in Vail Village. There are not that many opportunities for entrepreneurs as small and as specialized as Joe's Popcorn Wagon to exist in Vail Village (outside, of course, of the farmers' market and assorted annual events). To demand that a tenant vacate their lease this early in the lease agreement is a lawsuit against Vail's Town Council waiting to happen. Driving out a tiny business from the village makes no sense whatsoever. Christina Engberg 470 Homestead Drive #4 Edwards, CO 678-362-8602 23 From:Juliana Dahl To:PublicInputTownCouncil Subject:Please allow the popcorn wagon to stay Date:Monday, March 31, 2025 3:12:20 PM It's a Vail institution and beloved. Thank you, Julie Dahl 4650 Vail Racquet Club, Unit 9 Vail, CO 80615 24 From:Alex Iordan To:PublicInputTownCouncil Subject:Retain Joe"s Popcorn Wagon Date:Monday, March 31, 2025 3:25:16 PM Good afternoon, I recently heard that the council has begun the process to remove Joe's Popcorn Wagon. I find this news disappointing and hope that this decision can be reconsidered. I grew up in Intermountain and I have been a customer of the wagon for my whole life. What was once a family stop to end a ski day became a cheap snack after BMHS race practice. Now, it serves as a great resource when I am home from college working landscaping in the village. If I forget my lunch, I rely on it as a quick, relatively affordable option, which is invaluable to someone like me, nostalgia aside. Thank you for considering my opinion. Alex Iordan 25 From:jake chaknova To:PublicInputTownCouncil Subject:Joes Popcorn wagon Date:Monday, March 31, 2025 3:56:32 PM TOV, I was disappointed to hear that Joes Popcorn Wagon is being forced to vacate! As dining has become exponentially more expensive over the years, Joes has always provided reasonably priced snacks and great service. The popcorn wagon adds value to the community and it would be a huge loss to have them vacate. Please reconsider your position! Jake Chaknova Resident 26 From:Nina Sysko To:PublicInputTownCouncil Subject:Popcorn Wagon Date:Tuesday, April 1, 2025 1:30:43 AM Hello, I am writing in hopes that some sort of agreement can be made for letting the popcorn truck stay in Vail. It is a town staple! If it is indeed an issue with the Four Seasons Chalet (as rumoured), I am sure a discussion can be had with those involved to reach an amicable solution which will appease all parties. The Four Seasons team is quite reasonable and compassionate. It would be a shame to oust such a beloved landmark in a rush without proper effort to rectify issues. I am sure the hotel doesn't want that either! They do respect and honor the nostalgia of Vail. Thank you for your care and sensitivity to these business owners, locals, tourists, and the history of the resort. -Nina 27 From:rando calrisianno To:PublicInputTownCouncil Subject:Popcorn stand Date:Tuesday, April 1, 2025 1:40:37 AM So you guys just know what's best? All the time? So smart. So educated. So green. While you defend ski racks held by a multinational company, it must be the most prudent move to attack one of the small organic, dare I say, iconic, businesses in this sham of a village you all are curating. It's a shame town manager is an appointed slash hired position. Cuz Ol Russell Forest wouldn't have a prayer at reelection. Also what's up with term limits for the council. I think we should have a special emergency election to reevaluate all council members purpose they serve to the community. Alex Arjani, Redcliff. PS. Yeah. I'm not in vail. You guys decisions affect more than just that little truck stop you call a town. Enjoy your highway views! 28 From:Barry Levinson To:PublicInputTownCouncil Subject:Vail Popcorn Wagon Date:Tuesday, April 1, 2025 3:02:02 AM From what I understand is that the multiple ski racks used by the nearby Four Seasons ski valet are the problem. The Popcorn wagon has been there at least the 45 years I have lived here and clearly does not present any problems or issues and of course should be allowed to stay. Vail has lost enough of its heart and soul so no need to further exasperate the issue and create more animosity towards the TOV. Best, Barry Levinson Sent from my iPhone Barry Levinson PO Box 31 Vail CO 81658 1to3go.com blevinson@1to3go.com barrylevinson@mac.com 29 From:Autumn Goebel To:PublicInputTownCouncil Subject:Popcorn wagon Date:Tuesday, April 1, 2025 7:48:54 AM You guys cannot get rid of the popcorn wagon it’s a staple of Vail Village. It’s one of the only affordable places for locals to eat. You guys continue to get rid of things for locals who will stay here if there’s nothing for us. Sent from my iPhone 30 From:Elizabeth Heller To:PublicInputTownCouncil Subject:Keep the Popcorn Wagon Date:Tuesday, April 1, 2025 7:39:53 AM Town Council Members, Please figure out a way to keep The Popcorn Wagon. I lived in Vail starting 30 years ago when I was a condo owner in Potato Patch for years before moving to Eagle to have children. We are in the process of looking to sell our Eagle home and move back to Vail. The popcorn cart is the last haven of normalcy in town. We ride our bikes over to grab the orange aids and have taken our kids there since they were born. It’s a great destination / stop in town that is inexpensive and yet a fun experience. It doesn’t require a reservation. It doesn’t require a time commitment. It doesn’t require $100 for lunch. It doesn’t require you to leave your dog at home while you eat. It only requires you to walk up, order and enjoy yourself. On many occasions, we have made friends while sitting and having our orange aids under the trees. It’s a true Vail tradition in the best of ways. It would be a terrible shame for it to go and would decrease our town’s character. Please keep the popcorn wagon! Thank you, Elizabeth Heller Sent from my iPhone 31 From:Amy Cochran To:PublicInputTownCouncil Subject:Save popcorn wagon Date:Tuesday, April 1, 2025 4:05:21 AM Please save the popcorn wagon in Vail. As a former employee of the resort, it is one of the only reasonable places to get a inexpensive meal in town. As a longtime resident ( since 1989) , the popcorn is a classic where my kids enjoy visiting. We do not need more ski racks for tourists. I saw plenty of empty ski racks this winter as more and more tourists are going elsewhere as Vail is losing its charm. Don’t take away one of the last remaining things that gives Vail its classic charm. Kind regards, Amy Cochran 32 From:Jake Cummings To:PublicInputTownCouncil Subject:Save the popcorn truck Date:Monday, March 31, 2025 4:53:40 PM Hello, my name is Jake Cummings. I worked in the Village for nearly five years, and as someone born and raised in Vail, I know how much the popcorn truck means to our community. It’s more than just a snack stand — it’s a nostalgic and beloved part of the Vail Village experience. For locals, it represents tradition, affordability, and a small-town charm that’s becoming increasingly rare. I can confidently say that many in our community feel the same way. Please consider keeping the popcorn truck — it’s a simple but meaningful piece of what makes Vail special. Thank you! https://www.jakesthekidd.com/ (970) 343-9604 jake.cummings.media@gmail.com 33 From:DeDe Dickinson To:PublicInputTownCouncil Subject:Vail Popcorn Wagon Date:Monday, March 31, 2025 6:28:23 PM Dear VAIL town Council I understand there is something in the works that is going on to remove the Popcorn Wagon from Wall Street behind Vendettas and Christy Sports? This doesn’t make much sense and is one more “sterilization” of Vail. The popcorn wagon has been there as long as I can remember, and I’ve been in the valley for 38 years. It’s such a great option for a quick bite and something that’s reasonably priced that it seems a shame to close down this business when it really isn’t competing with other businesses and is a great option for a snack before or after skiing! I heard the reason is that the Four Seasons ski valet is moving their racks of skis out on that same sidewalk area. That doesn’t seem very fair since that is a newer business and has space indoors for the valets to store people skis. I have walked that way numerous times this ski season and it is an absolute mess with those racks everywhere. The popcorn wagon didn’t move into that sidewalk they’re in the same location they have always been. If anything , it should be the Four Seasons who has to move their racks and not impede pedestrians from walking down Wall Street not shutting down another small business!! All the Best, DeDe Dickinson Real Estate Advisor ENGEL&VÖLKERS Engel & Völkers Vail 242 E. Meadow Drive, Suite D Vail, CO 81657 USA O +1 970 477 5300 M +1 970 390 3393 https://dededickinson.evrealestate.com dededickinsonhomes.com #2 Office Producer 2023 34 Each brokerage independently owned and operated. This e-mail and any attachments are confidential. If you are not the intended recipient of this e-mail, please immediately delete its contents and notify us. This email was checked for virus contamination before being sent - nevertheless, it is advisable to check for any contamination occurring during transmission. We cannot accept any liability for virus contamination. FOR YOUR PROTECTION, due to the increased possibility of fraudulent interception of electronic communications, we recommend you verify wire instructions by phone prior to initiating wired funds. Do not use any contact details provided in the email you received for your verification. 35 From:Jackson Higgins To:PublicInputTownCouncil Subject:Popcorn Wagon Date:Monday, March 31, 2025 6:42:30 PM TOV Council, I wanted to voice my support for keeping the Popcorn Wagon around. The Wagon has been a staple in the village since before I can remember. We’ve worked below the Wagon the last 40 years and haven’t ever noticed an issue with congestion. There may have been some issues this year but it’s mainly a result of the Four Seasons ski valet racks and the additional picnic table. The Four Seasons was pretty egregious with placing its racks for the better part of the season (blocking the park and placing them all the way to the Burton store). I think they reined it in the last month or so. There wasn’t an issue before the Four Seasons and Gorsuch swapped spots. I think some growing pains can be expected with the retooling of their businesses/locations. The area also seems to be more popular with instructors meeting their clients than previous seasons. I think I can speak for all of the business community in Vail when I say no one cares if the wagon is doing business on Town land. It’s been there for 60 years. It should be grandfathered in. Raise the rent if it’s too low. The Wagon is one of the only places in town where you can actually get a deal if you work in the Village. How many of you have had $1 lemonade or Soda from the Wagon over the years? Not to mention it’s one of the few places you can easily take a young family to eat and not worry about causing scene. I know I love taking my niece and nephew for cheesy pretzels there. I’m sure many of our guests enjoying taking their families’ there too. Joe has been a member of our community for longer than most. To take away his business with 3 months notice for something that has been non issue the last 60 years and/or for a congestion problem he didn’t create is flat out wrong. He’s lived here forever, he has kids in school here, and he takes great care of his employees. That’s not how we should treat our community members. This seems like an extreme solution and over reaction. A few solutions: -remove the picnic table -have instructors meet at Gondola One -designate where the Four Seasons racks can go I haven’t even mentioned the people who would lose their jobs with this rug pull. I hope the council can weigh in and reconsider the Town’s position on this matter. Regards, Jackson Higgins PS: I think it’s a bad idea to charge for summer parking. We shouldn’t be nickel dimming our guests or punishing employees if they need to drive in. Sell some personalized pavers if we need the cash. Not only would it raise money but it would help with brand loyalty and guest retention. 36 From:Emily Borawski To:PublicInputTownCouncil Subject:Reconsider Vacate Notice for Joe"s Popcorn Wagon Date:Monday, March 31, 2025 8:10:53 PM Dear Vail Town Council, I’m writing as a full time resident of Vail to express strong opposition to the vacate notice issued to Joe’s Popcorn Wagon. This beloved local business has long been a staple in our community — not just for the popcorn, but for the memories, tradition, and sense of place it represents. Joe’s Popcorn Wagon is part of what makes Vail unique. It’s the kind of small, locally owned business that gives our town its charm and character — the kind of spot locals and visitors alike remember fondly and return to year after year. It’s more than a food cart; it’s a symbol of our community spirit and continuity. I urge the Council to reconsider this decision and find a solution that allows Joe’s to continue operating in its longtime location. Supporting small businesses like this strengthens the fabric of Vail and keeps our town’s identity alive. Please keep Joe’s Popcorn Wagon in Vail. Best, Emily 37 From:Anthony Riggio To:PublicInputTownCouncil Subject:Red Wagon Date:Monday, March 31, 2025 9:10:53 PM Please do not remove the red wagon, I rely on there breakfast burritos for $13.13. They also have the best breakfast burritos in Vail. Sincerely, Anthony Riggio 38 From:Will Young To:PublicInputTownCouncil Subject:Red Wagon Date:Monday, March 31, 2025 9:31:00 PM Every time I get on the gondola with a red wagon sandwich. Everybody is jealous. Getting rid of it would take away a small charming spot in the village. 39 From:Melissa Mcgoniagle To:PublicInputTownCouncil Subject:Joe’s Popcorn wagon Date:Monday, March 31, 2025 9:35:35 PM Hi all, I’m writing to voice my support for keeping the popcorn wagon. I have never found it to be an eyesore or a hindrance, quite the opposite in fact. I love grabbing a hot chocolate or snack for the kids on the way to the slopes or playground without having to bring them into a crowded restaurant or coffee shop, and I think many tourists and locals would echo that sentiment. The wagon is also a touch of whimsy and nostalgia that adds to the “curb appeal” of the village, it is a nice break from the homogeny of the storefronts. It would be a shame to diminish a long-time local’s revenue stream by removing something that is charming and just plain fun for tourists and locals alike. I don’t think anyone I know in town would think “whew, glad that thing is gone!”, but rather “what a bummer…”. Thanks for reading, Melissa McGoniagle 40 From:Patricia Foxwell To:PublicInputTownCouncil Subject:Popcorn wagon Date:Monday, March 31, 2025 9:51:03 PM Writing to say no, council can't get rid of this, you want to limit tables, grill ok but not the wagon. I have been getting popcorn and hot chocolate etc for my whole life from that place. And we are pioneers, what is happening to our town, toy shop, rucksack, slope, ore house, ok, I can sorta understand businesses moving on... But for council to forbid popcorn stand, I supported bighorn sheep protection but if this council tries to get rid of the popcorn stand, I see a recall movement. Let's keep something of our village. Patricia Amass Foxwell 41 From:Mark Levy To:PublicInputTownCouncil Subject:Popcorn Wagon Date:Monday, March 31, 2025 10:35:50 PM Hello, I hear ToV is planning to remove the popcorn wagon from the top of Wall Street. I view it as a staple of the Village culture and think it is a mistake and misguided to kick them out. Seems like there isn’t a good reason for it, and I think the council should support this local, longtime, loved business. Thanks for your consideration. M. Levy 4552 Meadow Drive, #37 Vail, CO 81657 42 From:Tony S To:PublicInputTownCouncil Subject:Joes Popcorn Wagon Date:Monday, March 31, 2025 4:48:07 PM The notice to vacate a 60 year old business and staple of Vail Village with the excuse of "congestion" is beyond absurd. You're willing to destroy a small business and people's livelihoods for the sake of Four Seasons ski racks? Siding with a multi billion dollar luxury hotel chain is disgusting if that is the case. That's what the public is hearing atleast. If that is not the case I cannot fathom any reason to force a small business out of town that will garner even on iota of public support. If you wish to further hurt the publics already extremely negative opinion of TOV and create outrage amongst locals then carry on. I'll be sure to vote against any public official in favor of removing a small business and the loss of employment for its workers in future elections. TOV on track to be as disgusting as Vail Resorts themselves. 43 From:Becky Maddux To:PublicInputTownCouncil Subject:Popcorn wagon Date:Tuesday, April 1, 2025 8:40:14 AM I’ve lived in the valley for 40 plus years and have always loved the popcorn wagon. It was there in the summer of ‘78 when I worked at Pistachio’s. At that time, The Mug Shoppe was next door to Pistachio’s, The Rucksack was across the street, and Cyrano’s was just up the street. My point being, those are just a few of many other businesses in Vail that have come and gone. There are a handful of iconic businesses from the early days, and The Popcorn Wagon is one of them. Please show some appreciation and grace for a business that is an iconic part of Vail’s early days and is still surviving today! Thank you. Sent from my iPhone. Becky Maddux 44 From:Jeff Brunner To:PublicInputTownCouncil Subject:Popcorn / pretzel / breakfast cart Date:Tuesday, April 1, 2025 8:45:09 AM Obviously you have not had the canadian bacon egg sandwich... first 30%more grooming in the back bowls, now this.Vail, you should be embarrassed but you wont because the town is run, and the mountains is populated by pretentious morons... Its never to late to quit being a poser. Let the popcorn stand stay and maybe this is the first step away from idiocracy? regards Jeff B 45 From:Cooper Anderson To:PublicInputTownCouncil Subject:Popcorn wagon Date:Tuesday, April 1, 2025 9:03:29 AM To whom it may concern, Rumor in town is that you all are trying to remove the popcorn wagon. As someone who grew up in Vail, it is a landmark for the village. It also provides a somewhat affordable option for food in the village. Unfortunately the village is changing and only focusing on the ultra rich. It is loosing its small town charm with each locally owned shop/resturant moving out. Please re think removing the popcorn wagon. And put locally owned small businesses before corporate greed. Thank you Cooper Anderson. 46 From:angelina damici To:PublicInputTownCouncil Subject:Local businesses like the Popcorn Wagon matter! Date:Tuesday, April 1, 2025 9:36:53 AM Hello all my name is Angelina Damici, a 19 year old who was born and raised in the Vail Valley. As I have grown up in the valley I have seen many crazy changes that have been made to accommodate tourism and bigger crowds, and it has made me realize how important local businesses are. The Popcorn Wagon has been a staple spot in the village for as long as I can remember and it is one of my favorites. As an employee of Aviator Nation, a business in the village, we are constantly getting asked by families where they can take their kids for lunch for something simple, easy, and comforting. The answer is always the Popcorn Wagon. In addition, what is one supposed to expect if the town continues to expand and become more of a tourist destination? Of course there is going to be more traffic and congestion, every ski season day the majority of the town is congested. So why are we suddenly worried about one small section of town being too busy? (I never thought being busy was a bad thing) I have known Joe Joyce, owner of the Popcorn Wagon and former owner of Joe's Famous Deli (another staple spot in the village) since I was little and I have never seen a harder worker than Joe himself. He is consistently working on keeping his locations running seamlessly making sure it is the best quality service, best quality food, and never once has he fallen short. I bet you have never seen a food service place where the owner is constantly there or stopping by, just to make you feel welcome and to make sure everything is perfect. Stop taking away small businesses that matter and that make the town a whole. The wagon is in a way a historic piece of town that makes people feel welcomed and joyful, who isn't happy to see a big red wagon selling snacks? As a longtime member of this community who plans on continuing to live there, please reconsider not taking this place away, it matters more to the community than you think, and soon this town will have nothing unique or special about it. I would appreciate it if you could take this email into consideration before following through with a decision. Thank you, Angelina Damici 47 From:Nicole S. To:PublicInputTownCouncil Subject:Popcorn wagon Date:Tuesday, April 1, 2025 10:00:37 AM Please consider to not remove the popcorn wagon. When I was a kid, I recall going there always witb a smile to see the wagon when it was in Lionshead. A quick treat available for all to enjoy. Who can resist the smell of fresh popcorn. Although I haven't been to it recently, if you were to quietly observe their business, you would see the way it makes customers happy. I know it doesnt have a permanent location. Perhaps you'll reconsider a new spot if the current one isn't working. Gotta keep it to keep some of the old school vibes alive. It's a hit 48 From:Kendal Beer To:PublicInputTownCouncil Subject:Popcorn Wagon Date:Tuesday, April 1, 2025 10:42:39 AM TOV Council, I am writing to express my support for keeping the Popcorn Wagon in place. The Wagon has been a staple in the village since before I can remember. I have never personally noticed congestion issues in the area in years past. While there may have been some concerns this year, they seem to stem primarily from the Four Seasons ski valet racks and the additional picnic table. The Four Seasons, in particular, placed its racks in a way that obstructed the park and extended all the way to the Burton store for much of the season. They appeared to scale back in the past month. Before the Four Seasons and Gorsuch swapped locations, there were no issues. Some growing pains are expected as businesses adjust to their new locations. Additionally, the area has become more popular with ski instructors meeting their clients, which may also contribute to the perceived congestion. I don’t believe the business community in Vail objects to the wagon doing business on Town land. It’s been there for 60 years and should be grandfathered in. If the concern is financial, consider raising the rent rather than removing an iconic part of the Village. The Wagon is one of the few places in town where where Village employees can grab an affordable meal. It’s also one of the most family-friendly dining options, where parents can bring young children without worrying about disrupting other guests. Joe has been a dedicated member of our community for decades. Giving him just three months notice to shut down – especially when the congestions issue was not of his making- is simply wrong. He has deep roots here, with children in local schools, and treats his employees exceptionally well. Eliminating his business would put people out of work. This is not how we should treat long-standing members of our community. The proposed action feels extreme and unnecessary. Rather than removing the Wagon, I urge the council to consider removing the picnic table, designate a specific area for ski instructors to meet their clients (Gondola One), and clearly define where the Four Seasons ski racks can be placed. I appreciate your time and consideration. I hope you will choose a solution that allows the Wagon to remain a cherished part of our Village. Sincerely, Kendal Beer 49 From:Alejandra Perez Vargas To:PublicInputTownCouncil Subject:Please Preserve Joe’s Popcorn Wagon - A Beloved Vail Landmark Date:Tuesday, April 1, 2025 11:44:04 AM Dear Vail Town Council, I am writing to express my deep concern regarding the decision to give Joe’s Popcorn Wagon just 90 days to vacate. As a resident of Vail, I believe that removing this iconic wagon would be a tremendous loss to our community. Joe’s Popcorn Wagon is more than just a place to get a snack; it is a cherished landmark that has been a part of Vail for 60 years. It holds a special place in the hearts of both locals and visitors alike. Throughout the years, it has never posed any issues or problems, and instead has become a beloved staple that brings joy to everyone who visits. It would be extremely sad and unfair to see this piece of Vail’s history forced out. Joe’s Popcorn Wagon not only adds charm to The Village but also plays a part in the unique atmosphere that makes Vail special. Tourists from all over come to experience our town, and Joe’s Popcorn Wagon has always been a delightful part of that experience. I kindly urge you to reconsider the decision and allow this beloved piece of our community to remain. Preserving the wagon would honor the traditions and memories that make Vail such a wonderful place. Thank you for your attention to this matter. Sincerely, Alejandra Perez 50 From:halsey lucas To:PublicInputTownCouncil Subject:Popcorn wagon Date:Tuesday, April 1, 2025 11:44:30 AM Remove the ski racks, don't remove a long time local business, we already have lost enough of those. I have lived in the valley my whole life, went to red sandstone elementary, graduated vail ski and snowboard academy. Make the big hotel that has the funding to build proper accommodations for their traffic do exactly that. Don't remove a longtime business. 51 From:Amauri Villa To:PublicInputTownCouncil Subject:Please Save Joe’s Popcorn Wagon - A Vail Tradition Date:Tuesday, April 1, 2025 11:52:36 AM Dear Vail Town Council: I am reaching out to express my concern regarding the recent decision to give Joe’s Popcorn Wagon just 90 days to vacate. As someone who lives in Vail, I find it truly heartbreaking to think that this beloved local landmark could be taken away. For 60 years, Joe’s Popcorn Wagon has been an integral part of the Vail experience. It’s more than just a place to grab a treat; it’s a piece of our town’s history that locals and visitors alike have come to love. The wagon has never caused any issues and has only contributed positively to the community atmosphere. Removing it would not only be unfair but also a loss of something truly unique that people genuinely appreciate. The wagon brings a sense of nostalgia and joy to everyone who passes by. Tourists visiting the resort often rave about it, and it has become an essential part of what makes Vail so special. Please consider allowing Joe’s Popcorn Wagon to remain where it has always belonged. Preserving it would mean so much to the community and to all who visit our beautiful town. Thank you for your consideration. Best regards. Sent from my iPhone 52 From:Julián León To:PublicInputTownCouncil; ppljpj@msn.com Subject:Request to Preserve Vail’s beloved Popcorn Wagon Date:Tuesday, April 1, 2025 1:39:01 PM Dear council: I hope this message finds you well. I am writing to express my deep concern and heartfelt appeal regarding the potential removal of Vail’s iconic Popcorn Wagon, a cherished landmark that has been part of our community for over 60 years. This wagon is far more than just a snack stand it is a piece of Vail’s history, a symbol of tradition, and a beloved gathering spot for generations of residents and visitors alike. For many, the smell of fresh popcorn and peppers on onions and the sight of the wagon evoke fond memories of family outings, festivals, and the simple joys that make Vail unique. Its absence would leave a void in the character and charm of our town. Sincerely, Julian Leon General Mananger Rocky Mountain Chocolate Factory - Vail 53 From:mc and To:PublicInputTownCouncil Subject:Preserve popcorn wagon Date:Tuesday, April 1, 2025 1:49:48 PM Dear council, I’m writing this email to let you know the meaning of the popcorn wagon have for the town. On the one side, the popcorn wagon is a local business that have 60 years in Vail, is part of the identity of this place. I hope you can take into account what’s this mean to the locals and also tourists. On the other side, six town residents depend on this business. Regards, Maria Clara Andrade. Popcorn wagon member staff. 54 From:Richard Wheelock To:Council Dist List Subject:popcorn wagon Date:Tuesday, April 1, 2025 2:31:56 PM I would like to voice my support for the vail popcorn wagon-- i believe the wagon serves a valuable purpose in the village providing a quick service option for food and drink. Even if Council were to determine that the wagon no longer fits the needs of the town I would at the very least give the tenant a more proper notice of termination of 6 months to a year. The current tenant has been at the location for over 25 years !!! Richard Wheelock La Cantina 55 From:Patrick Drennan To:Council Dist List Cc:PublicInputTownCouncil Subject:Hear this.... Date:Tuesday, April 1, 2025 2:49:55 PM save the popcorn wagon. we need MORE businesses, not less! Sent from my iPhone 56 From:Clare Hefferren To:Council Dist List Subject:Preservation of Vail Village’s Popcorn Wagon Date:Tuesday, April 1, 2025 3:15:05 PM Dear Town Council, I have been made aware of the risk of losing our historic and beloved resident-owned popcorn wagon in Vail Village. Rather than addressing rumors, I want to express my strong support for keeping the popcorn wagon for the following reasons: 1. Vail has a dwindling number of locally owned businesses, with more national retail brands taking their place. I choose to support businesses where the majority of proceeds stay within our community. 2. Affordable dining options in Vail Village are nearly extinct. The popcorn wagon provides an accessible meal or snack in a welcoming public space where we can feel like a true community. 3. While the surrounding businesses have evolved and expanded (encroached?), the popcorn wagon has remained a historical and consistent landmark. It serves as a gathering place—how often do we hear, “Let’s meet at the popcorn wagon”? I encourage the Town Council to review not only the sidewalk space ordinance but also to consider the invaluable brand equity of fostering community on the cobblestones. Thank you for your time and consideration. Best, Clare Clare J. Hefferren Vail, Colorado. Cell 970-376-3364 Professional: linkedin.com/in/clarehefferren Inspiration: instagram.com/freckledclariosity/ Start by doing what’s necessary; then do what’s possible; and suddenly you are doing the impossible. -St. Francis of Assisi 57 58 59 From:Jake Schneider To:PublicInputTownCouncil Subject:Stop the greed, Joe"s should stay Date:Tuesday, April 1, 2025 3:33:36 PM Dear Town Council Members, Your decision to force Joe’s Popcorn Wagon out of Vail after SIXTY YEARS is an absolute stain on this community. This town was built on small businesses like Joe’s, and yet you’re throwing that history away just to have more space on an empty corner and further prevent popup/food truck like businesses in the villages of vail. Your priorities are clear: big money and corporate interests over the community that actually lives and works here. What message are you sending? That the only businesses that belong in Vail are those that can afford outrageous rent and luxury price tags? Joe’s Popcorn Wagon has served generations of locals and visitors alike, offering affordable food in a town where almost nothing is affordable anymore. By removing it, you’re further alienating the working-class residents who keep this town running. Enough is enough. Vail is losing its soul, and decisions like this prove that the town’s leadership has no interest in preserving anything but its bottom line. If you truly care about this community, reverse this decision immediately. The people of Vail are watching, and we won’t stand by while you sell off our town piece by piece. And further more, consider letting new businesses park a food truck or pop up wagon somewhere near the base, we all know you will rape them in convience charges to help afford your fancy Chritmas/winter lights that barely make an impact to our tourists that will come regardless. Do the right thing—save Joe’s Popcorn Wagon. Furious, Small business owners of Eagle County 60 From:Hilary Magner To:Council Dist List Cc:PublicInputTownCouncil Subject:Hear this.... Date:Tuesday, April 1, 2025 6:55:18 PM Let’s keep the wagon because it is good and fairly inexpensive to get a snack for the kiddos. Pretzels and popcorn! I remember thr wagon when I came to Vail in high school 25 years ago.. Hilary Magner 832-392-8626 Hilarymagner@gmail.com 61 From:Estela Thomsen To:PublicInputTownCouncil Subject:Joe"s Popcorn Wagon Date:Tuesday, April 1, 2025 7:52:32 PM Please don't touch that Wagon!!! For more than 20 years I visit Vail and always eat there. I love that place!!! Estela from Argentina 62 From:Aníbal Eduardo Andrade To:PublicInputTownCouncil Subject:Local businesses matter Date:Tuesday, April 1, 2025 7:42:49 PM We love that popcorn wagon!!! Is our refference at Vail. Pelase, care it!!! Anibal Eduardo 63 From:Chris Hartman To:Council Dist List Cc:PublicInputTownCouncil Subject:Hear this.... Date:Tuesday, April 1, 2025 11:06:46 PM The popcorn wagon has been a staple for too long to close it. I’m sure that Gorsuch Ski Café is pressuring you to shut them down so they can sell overpriced snacks. This is a travesty and on-brand for how the town has become less and less friendly to the little guy. Very disappointing. Chris Hartman 64 From:Bobbi Kay To:Council Dist List Cc:PublicInputTownCouncil Subject:Hear this.... Date:Wednesday, April 2, 2025 7:19:13 AM How can you get rid of this charming and fun piece of Vail Village?? Why do you allow those carnival barkers to shout at passersby about lotion, etc. SO TACKY !!!! Bobbi Kay 65 From:kbenysh@vail.net To:PublicInputTownCouncil Subject:Single Hauler Trash Plan Date:Thursday, March 27, 2025 2:57:18 PM To Vail Town Council members, I am writing to convey my very strong objection to your proposed single trash hauler plan. Since when does the Town have the authority to stifle locally-owned businesses, prohibit free market choice and force citizens to subscribe to a service with a company that they don’t want? I believe that the Town does not have this right as evidenced by the fact that you will have to spend time and taxpayer money to amend the current town code in order to implement this change. I insist on having the right to choose my trash hauler and will always favor a company with a caring local owner rather than an indifferent publicly traded corporation headquartered in Texas (even if it bears the Honeywagon name). At a minimum, this plan should go to Vail’s citizens for a vote, or the Town should pay for trash collection as is the norm in many cities. Please put this plan to rest – it is a horrible idea for our small town! Please listen to and respect your citizens! Kathryn Benysh 66 From:Bruce Berger To:PublicInputTownCouncil Cc:Vail Valley Waste Subject:Vail valley waste Date:Monday, March 24, 2025 9:43:04 PM I have a duplex in East Vail. I am very happy with Vail Valley Waste. They provide superior service at a reasonable price. It’d be a mistake to to exclude them from being able to collect waste in East Vail. It’s never good to eliminate competition. I have them only one source to provide a service. Bruce Berger 5166 Black Gore Sent from my iPhone 67 From:Joanna Brown To:PublicInputTownCouncil Cc:AB Subject:In Support of Vail Valley Waste and Market Competition in Our Community Date:Monday, March 24, 2025 10:07:20 PM Dear Vail Town Council Members, I am writing to express my strong support for Vail Valley Waste and my deep concern regarding the town's potential move toward a single-hauler waste management contract with Waste Connections Corp. As a satisfied customer of Vail Valley Waste for several years, I have experienced firsthand the exceptional service, responsiveness, and fair pricing this locally owned and operated company provides. Their team knows our community intimately, responds quickly to issues, and has consistently demonstrated their commitment to Vail through personalized customer service that larger corporations simply cannot match. I understand the Town of Vail is considering a change to the municipal code that would eliminate our ability to choose our waste hauler for residences with fewer than seven units. I strongly urge you to reconsider this approach for several reasons: 1. **Supporting Local Business**: Vail Valley Waste represents exactly the kind of local entrepreneurship our mountain community should embrace and support. Their success directly benefits our local economy as their employees live, work, and spend locally. 2. **Service Quality**: The responsive, personalized service provided by Vail Valley Waste has been outstanding. Many residents, myself included, switched to them after experiencing frustrations with larger waste management companies. 3. **Consumer Choice**: Residents should maintain the freedom to select service providers based on their individual needs, preferences, and values. Competition in the marketplace ensures better service and fair pricing for all. 4. **Community Character**: Part of what makes Vail special is our support for small, local businesses that contribute to our unique community character. A move toward corporate consolidation runs counter to this value. I understand there may be perceived benefits to a single-hauler system, but I believe these are outweighed by the negative impacts of losing a valued local business and eliminating consumer choice. If there are specific environmental or logistical concerns driving this decision, I encourage the Council to explore alternative solutions that could address these issues while preserving market competition. I hope you will take these concerns seriously and reconsider the proposed changes to our municipal code. Vail Valley Waste has earned my loyalty through their excellent service, fair pricing, and community commitment. It would be a significant loss to our community if they were no longer able to serve Vail residents. Thank you for your consideration and your service to our community. Sincerely, Joanna Brown 2845 Snowberry Dr. Vail, 81657 651-587-8182 68 From:Scott Goldman To:PublicInputTownCouncil; Maryalice Cheney Subject:Single trash hauler Date:Tuesday, March 25, 2025 4:19:27 AM I am writing in support of small business and an open market for trash services in Vail. We have been using Vail Valley Trash a locally owned and operated company which has been providing exceptional service at a fair price. They even take trash from my garage. Not being available to put our and replace my cans, I will be forced to hire someone at additional expense to place and replace my cans. I feel that lack of competition will result in a lesser level of service and monopolistic pricing. Thanks for your consideration Scott Goldman Maryalice Cheney 4220 Spruce Way Vail CO 81657 69 From:Kristi McLaughlin To:Council Dist List Subject:Vail valley waste Date:Tuesday, March 25, 2025 5:52:16 AM To whom it may concern, we have been notified that the town of Vail has selected a single waste hauler for single residences fewer than seven units. We have been using Vail Valley waste since we moved to Vail over 10 years ago and we love and support them. We believe every resident should have a choice for whom they contract with for all services. Please consider the residents and the small business’s and do not move forward with this proposal. Thank you, The McLaughlins 596 Forest rd Sent from my iPhone 70 From:Wade White To:Council Dist List Subject:Waste disposal services Date:Tuesday, March 25, 2025 5:53:12 AM VVW should be allowed to continue picking up my trash. Any effort in your part to prohibit this service just gives a monopoly to a single carrier and ultimately will increase the cost of my service. What motivates the council to support a monopoly? Does Vail get a kick back from a single trash carrier, is this another way of taxing us residents? Get Outlook for Android 71 From:HollerTZ@aol.com To:PublicInputTownCouncil Subject:choices for hauler Date:Tuesday, March 25, 2025 6:07:37 AM My name is Michael Santisi and I am in West Vail at 2655 Larkspur Lane. I am emailing to support Vail having choices for their hauler, including Vail Valley Waste. Thank you. 72 From:Liz Cooper To:PublicInputTownCouncil Subject:Vail Singlehauler Contract Date:Tuesday, March 25, 2025 6:22:00 AM Dear Vail Council Members, I was recently informed that you are negotiating with Vail Honeywagon to be the sole trash hauler for Vail residence owners of 7 units or less. This is very disturbing and may be considered restraint of trade or another illegal practice. I had used Vail Honeywagon when they had a monopoly in Vail. Their services were suboptimal at times. I switched to Vail Valley Waste and have found their customer service to be excellent. Email correspondences are returned within less than a day and often right away. I can actually speak with a very pleasant and helpful person on the phone. It is imperative Vail homeowners have a choice and are not forced to use a specific company designated by the Town. I definitely prefer Vail Valley Waste and strongly request that they are allowed to continue their very fine service in Vail. Regards, Liz Cooper Sent with Proton Mail secure email. 73 From:Sallie Smith To:PublicInputTownCouncil Subject:Vail Valley Waste Date:Tuesday, March 25, 2025 6:27:16 AM Hi I’ve just heard that the town is considering going to one waste provider and that provider may not be the one I currently have. Can you tell me why? I have had great reliable service from vail valley waste and would like to continue using them. Is it possible to include them? Or at least not exclude their use for east vail and vail residents? Sincerely, Sallie Smith East Vail 74 From:Cynthia Senko To:PublicInputTownCouncil Subject:Trash proposal Date:Tuesday, March 25, 2025 7:03:45 AM To: Town council members. As a VVW customer, we have had and want to continue to have provided to us as residents the best possible service and competitive pricing. We do not support the Vail town council choosing our service provider as a residential customer. It is with great dismay to learn that the Vail town Council would make these decisions for us as residents. Particularly since the benefits of having competitive service providers will be eliminated with this decision. Additionally I am extremely disappointed that this has not been rolled out to get input from residents who are affected by this decision. Sincerely Cynthia and Ted Senko. Sent from my iPhone 75 From:Jim Tooley To:PublicInputTownCouncil Subject:Vail Valley Waste Date:Tuesday, March 25, 2025 8:26:48 AM Hello, I write to respectfully request that we be allowed to continue with our waste management service with Vail Valley Waste. They offer a “concierge” service at a fair price. This service provides for pick up directly from our garage and avoids us having to take the trash down the driveway which is 100 yards long and is quite treacherous during the winter. Recently, I fell on the driveway and broke 8 ribs and would really like to avoid having to take the trash down the driveway. Thanks for the consideration. Kind regards, Jim Tooley 2924E Snowberry Drive Vail, CO 81657 76 From:Kelly"s Yahoo To:Council Dist List Subject:Vail Valley Waste Date:Tuesday, March 25, 2025 8:30:01 AM We do NOT want to lose VVW as our waste hauler. We specifically chose VVW because they are a locally owned and operated business and we support, recognize and value the benefit to communities that small businesses provide. We specifically chose VVW for their service levels and responsiveness. We continue to hear neighbors complaining about Honeywagon and their lack of responsiveness and how challenging it is to get an answer or resolve an issue. DO NOT make the choice for us. Thank you for your time, Kelly Topfer 77 From:Michelle Caster-Viater To:PublicInputTownCouncil Subject:VVW Trash Service Date:Tuesday, March 25, 2025 8:49:21 AM Good Morning, Vail Valley Waste (VVW) has been a great provider for us. They have long standing roots in Vail, give great customer service and their prices are competitive. Please consider allowing VVW to continue to serve our neighborhood in Booth Falls. In the 48 years my family has been in Vail, we have always been proud to support small business. Let's continue these efforts, so we can support each other and continue to help our locals keep their businesses, their employment and their connections to our community. Thank you for your consideration. -- Michelle Caster-Viater 78 From:Jim Tooley To:PublicInputTownCouncil Subject:Re: Vail Valley Waste Date:Tuesday, March 25, 2025 9:00:12 AM Further to my email below, I don’t like the idea of a “monopoly“ being created for service to certain customers. Thank you. On Mar 25, 2025, at 8:26AM, Jim Tooley <JTooley@usabasketball.com> wrote: Hello, I write to respectfully request that we be allowed to continue with our waste management service with Vail Valley Waste. They offer a “concierge” service at a fair price. This service provides for pick up directly from our garage and avoids us having to take the trash down the driveway which is 100 yards long and is quite treacherous during the winter. Recently, I fell on the driveway and broke 8 ribs and would really like to avoid having to take the trash down the driveway. Thanks for the consideration. Kind regards, Jim Tooley 2924E Snowberry Drive Vail, CO 81657 79 From:Ken Wilson To:PublicInputTownCouncil Subject:Trash Service Date:Tuesday, March 25, 2025 9:04:45 AM Thanks for taking the time to read my comments about our local trash services. I am definitely in favor of a single hauler, especially since Potato Patch Drive is “tricky” enough of a drive without 3-4 different trash services each week, but my understanding is that is Honeywagon is no longer locally owned. I would much prefer a locally owned trash service such as Vail Valley Waste be considered as the single hauler for the Town of Vail. Thanks for your service to the Town of Vail and consideration of Vail Valley Waste as the single hauler waste service for the Town. Ken Wilson 970-390-1320 80 From:Emily Kloser To:Council Dist List; mikekloser@gmail.com Subject:Single Waste Hauler Date:Tuesday, March 25, 2025 9:29:20 AM Dear Town Council, It has come to our attention that the Town of Vail will begin the process of changing the municipal code to allow for a single waste hauler to contract for all residences with fewer than seven units. Our concern is the Town of Vail is creating a one seller economy (also known as a monopoly) and the implications reach far beyond garbage collection. We are strongly opposed to this action. We have been Vail Valley Waste costumers for many years. The service Vail Valley Waste provides is so far above the service of any waste company we have ever dealt with. Vail Valley Waste is part of our community with amazing customer support. As Vail residents (and broader as Americans), we have the right to use our own money for the non-government services we choose. Vail Valley waste provides us the service we want and with competitive pricing. We strongly do not support the Vail town council choosing our service provider as a residential customer. Where does this end? Will this decision allow Town of Vail to pick winners and losers of private providers? This is the beginning of government overreach by the Town of Vai and unfairly targets consumer freedom. This decision also hurts residents who made the huge investment to own and operate Vail Valley Waste. The Town of Vail should not be vested with this power to destroy the lives of business owners for reasons other than criminal activity on part of the business. Additionally, we are disappointed there has not been more input from voters, taxpayers and residents by the Town of Vail to make this decision. A list of what could be decided in the future with this sort of power: One landscape company One private plowing company One plumbing company One airport shuttle company One delivery service for furniture/appliances One real estate company Time slots for going to grocery store As council members, please be disciplined, thoughtful and restrain yourselves from applying government overreach. As with the power given to you through an election by Vail citizens, it is vital to ensure that individuals are not subject to arbitrary or excessive power from their government and to uphold fundamental rights and freedoms. 81 Emily Kloser (970) 376-8601 Mike Kloser (970) 376-2002 82 From:Byron Rose To:PublicInputTownCouncil Cc:Travis Coggin; Pete Seibert; Jonathan Staufer; susanne@vailvalleywaste.com Subject:Garbage pickup Date:Tuesday, March 25, 2025 9:31:07 AM Gentlemen/ladies I am disappointed to learn that you have decided to limit garbage collection in Vail to one provider. I think this could be a huge mistake. When we built our home here in Vail 37 years ago Waste Management was the sole provider. We paid their monoploly charges for over 30 years. Only then did we learn that Vail Valley Waste would provide more frequent service for a lower price. We have been very pleased with their service and happy to support a local business, By choosing just one provider you eliminate competition and we will be subject once again to monopoly pricing (and possibly less favorable service), What is your plan for monitoring service and price? I would urge you to include Vail Valley Waste along with your other choice in order to provide us with the benefits of competition. Vail Valley Waste has done an excellent job for us, Byron Rose 2895 Booth Creek Drive Vail 83 From:Rocnbarb To:PublicInputTownCouncil Subject:Trash Date:Tuesday, March 25, 2025 9:59:28 AM To the Vail town council: My name is Barbara Christopher, I live on Bald Mountain Road and I have lived in Vail for 55 years. I am adamantly opposed to the single hauler proposal before the town council. It’s hard for me to imagine that the town has the right, by changing the municipal code, to decide the company that I choose for my waste hauler. In what possible way is that decision the town council’s, any more than my decisions for other things, like phone service, coming to my home? Additionally, why would a large, national, corporate hauler be chosen over supporting a local business like Vail Valley Waste…who has given us better service and better rates?! This is an example of over- reach and I hope that you carefully reconsider and change your minds. This is a bad idea. Sincerely, Barbara Christopher 84 From:Richard Funk To:PublicInputTownCouncil Subject:Trash & Recycling Date:Tuesday, March 25, 2025 10:16:38 AM To TOV, As a 40 year plus property owner I am TOTALLY opposed to the TOV dictating who I must use for my trash & recycling. This is a classic case of too much government involvement with private citizens personal choices. Please STOP trying to control Everything! Respectfully yours! Richard & Louise Funk Sent from my mobile device. Please excuse any typos. 85 From:Jennifer Lillo To:PublicInputTownCouncil Cc:Susanne-VV Waste (susanne@vailvalleywaste.com); Byron Harrington-VV Waste Subject:Vail Trash Service Date:Tuesday, March 25, 2025 10:22:08 AM Hello, it has come to my attention that the Town of Vail is considering requiring all homes with less than 7 units to use the same trash service. As a property manager of 32 years in the Vail Valley, I have used multiple trash services over the years. Vail Valley Waste makes my life and job easier and if I could switch every single one of my accounts over to Vail Valley Waste, I would! In my professional opinion, they provide the best service & pricing in the Valley. As a small business owner myself, I support small business and open market for services. I believe having to switch to Honeywagon would prove to be a negative impact and I would not at all be happy about having to make that switch. I hope you will continue to allow each homeowner to make their own decision on which service provider they want to use rather than the govt dictating which service provider they have to use. Jennifer Lillo Owner Accent Property Mgmt PO Box 477 Edwards, CO 81632 970.390.8696 86 From:John C To:PublicInputTownCouncil Subject:Town of Vail Single hauler Contract Date:Tuesday, March 25, 2025 10:23:42 AM Re the proposal for a town of Vail single hauler contract for certain residential properties, I am opposed to this idea. consumers are always better served when competition exists and I see no reason to make an exception in this case. . . . . . . . . . . . . John Carlson 1890 Lions Ridge Loop, B4 Vail 87 From:Jessica Williams To:PublicInputTownCouncil Subject:Residential Single Waste Provider Date:Tuesday, March 25, 2025 12:26:07 PM Hi, I recently learned the town is looking into a single waste hauler to contract for all residences with fewer than 7 units. To be honest I do not know the reason behind this but definitely could appreciate having fewer garbage trucks in the neighborhood on what feels like a daily basis. Especially with my kids and dog outside. It sounds like Honeywagon is currently the front runner in bid proposals and I would like to express my concerns regarding this. I have lived in West Vail for 12 years and have utilized both Honeywagon and VVW as my trash provider. In my opinion, there is one clear leader based on price, transparency, billing, communication and customer service and that is VVW. I made the switch many years back and instantly saved 60% on the exact same service. On top of that I have had no billing issues, they have been transparent with the need for price increases and communicate all changes clearly and timely. In addition, I have the ability to call and for someone to pick up and answer any questions I have. Although it is not frequent, I greatly appreciate the ability to talk with someone who can help quickly. Supporting local businesses is also very important to me. In contrast, I cannot say the same about Honeywagon. I do utilize the composting program. I appreciate that service and have not had any issues. The trash service I had provided by Honeywagon was fine as far as the actual service but I encountered many billing errors, would see substantial price increases without not notification, very limited communication from the company and forget trying to speak with someone in customer service (that could take months). It was an easy switch to VVW for a 60% discount but all of the other non-monetary aspects I was pleasantly surprised by and would be hard pressed to switch back. If the town peruses evaluating a single trash provider, please consider not only the cost but all aspects of customer service, impacts of a monopoly and how supporting local businesses can help our community. Thanks for your time and listening! Jessica 88 From:Brooke Christian To:PublicInputTownCouncil Subject:Waste Management Service Date:Tuesday, March 25, 2025 12:30:57 PM As 22 year homeowners in Vail, the customer service spike we received when Vail Valley Waste took over from their predecessor was noticeably remarkable. We are pretty displeased to hear they may not be the vendor or record going forward. Their customer service and actual professional is really should matter. Please consider it. Thank you. Ashton Brooke Christian 2702 Larkspur Court 89 From:Bruce Falkenberg To:PublicInputTownCouncil Subject:Waste Removal Date:Tuesday, March 25, 2025 1:36:46 PM I own half a duplex in East Vail and was just notified that the Vail Town Council intends to require all Vail homeowners to use Vail Honeywagon for trash removal. I have used this company before and found them to be expensive and to provide poor and highly inconvenient service. I presently use Vail Valley Waste which I believe is locally owned and operated. They have been much better to work with and less expensive. Many of my East Vail neighbors have also switched to VVW. I believe the town council is stepping way, way out of its lane to mandate a single trash service in town. Whatever your misguided motivation you are creating a problem not fixing one. Hard to imagine how giving this higher cost, poorer service trash disposal company a government mandated monopoly will result in anything beyond even poorer service and higher costs. What a great result for Vail residents. Please reconsider your foolish decision. 90 From:Karen Gmail To:PublicInputTownCouncil Subject:Single hauler Date:Tuesday, March 25, 2025 1:54:57 PM I recently learned of the ToV decision to contract with a single trash hauler, Honeywagon. I am sorry to learn that a local business, VVW , was not contracted. Their service has been excellent. In addition, I am worried that this signals the end to open markets which is the backbone of capitalism. Please reconsider allowing healthy competition amongst local businesses Karen spitz 2339 Chamonix lane 91 From:piero costa To:PublicInputTownCouncil Subject:Honeywagon Date:Tuesday, March 25, 2025 2:04:39 PM I’v heard of the council idea to assign the garbage pick up contract to Honeywagon. This seems illegal to me and stink of under the table dealing. Honeywagon is not an utility therefore we shouldn’t be forced to use them. Is the council taking responsibility for the extra costs or possible disservice? For sure they should be liable for them. It’s an all-around bad idea piero costa 92 From:David Phillips To:PublicInputTownCouncil Cc:Reid Phillips Subject:Trash service Date:Tuesday, March 25, 2025 2:16:44 PM To whom it may concern. It has come to my attention that you are going to mandate a single waste disposal company. If this is true can you please provide me your attorneys contact information as I will be filing suit against the town of Vail. You have no right to control the free market and dictate who I hire to dispose of my waste. Very disrespectful and disappointing not to mention a complete overreach of your authority. Thanks, David Phillips 231-881-0092 93 From:Rhonda Swenson To:PublicInputTownCouncil Subject:Trash pickup Date:Tuesday, March 25, 2025 2:32:35 PM Attachments:image001.png image002.png image003.png image004.png image005.png Hi I just heard you are going to make Vail Honey wagon the only available option in Vail. This is extremely disappointing. I spent years getting awful service from them. From not showing up to replying to calls or messages. They consistently did not pick up my trash at least once a month. And I had to fight for credits. They destroyed my trash cans at least once a year. And they are very expensive. I’ve had unbelievably good success with Vail Valley Waste. Not only is their service exceptional. They have very good customer service. And their prices are much lower. What happened to having a choice? This really is disappointing. Rhonda Swenson 893 Red Sandstone Circle. Rhonda Swenson Founder & CEO o.303.416.4313 c.303.641.4592 LEARN about KK’s dedication to slow fashion. 94 From:Will To:PublicInputTownCouncil Subject:Proposal for a single waste hauler Date:Tuesday, March 25, 2025 3:30:22 PM We have had a home in Vail for over 30 years and have always tried to support local businesses. We feel that they are integral in creating a close community here in Vail. At a time when in most communities the mantra is to “buy local”, our city council appears to feel the need to support a large international corporation headquartered in Texas? It is so important to the council to support this corporation that they are willing to eliminate any of it’s competition and in the process jeopardize a local business. I’m not sure whose interest the council is trying to serve, but as homeowners in Vail, they are certainly not serving our best interest. Vail Valley Waste is a locally owned and operated business and is an asset to our community. It is providing a higher quality of service at a more reasonable price than what the Waste Connections Corp headquartered in Texas is providing, based upon our experience. We are somewhat mystified at the priorities here. Now we have always been of the belief that one of government’s responsibilities is to prevent monopolies in order to promote competition creating efficiencies and cost savings for the ultimate consumer. Unless we are totally missing something here, it appears that this proposal is a lose, lose situation for all but Waste Connections Corp. We are hopefull that the pride in keeping our local community viable will prevail, and that local businesses that provide excellent and necessary services will be allowed to prosper. If not, I fear for the spirit that has been the heart of the Vail community for all these years. Let’s take pride in our local community and the businesses that are so important to it. Extremely concerned homeowners who would like this read at the meeting on March 25th. Thank you 95 From:Sadoff, David To:PublicInputTownCouncil Subject:Waste/recycling Date:Tuesday, March 25, 2025 4:19:33 PM Town council: I’m a homeowner at 1628 Buffehr Creek Road. I have recently learned that the town of Vail is considering passing code that would allow only one residential trash provider for residences <7 units. And that the town is also in contract negotiations with Vail Honeywagon. If the above is true, I would like to express my disappointment over this plan to force homeowners of to purchase from one provider. I used to use Vail Honeywagon for years. And then 2-3 years ago switched to Vail Valley Waste – for me, it has better service quality, and better priced. And also allowed me many more options (pick up on demand, vs having to commit to regular service when I don’t need it; once a year stoppage is inadequate for that). I have nothing against either vendor. Regardless of my preference for the other vendor, I no more want to force my neighbors to use Vail Valley Waste than I want them to force me to use Vail Honeywagon. This is a service homeowners are directly paying for. I skimmed the RFP and saw the rationale of fewer trucks on the road, less impact, etc. And I get the logic of monopoly on utilities, you don’t want to run two sets of water pipes and gas lines, etc. For sure. But this feels not that situation. Sure we could have just one gas station in town, why have two on the corner. Would be less of an eyesore and perhaps more efficient. Could also have one grocery store, why have Safeway and CityMarket next to each other. I mean you should outlaw the Solaris parking garage, why have two parking structures with all those inefficiencies. There would be benefits to having one less provider. But the lack of choice and the implications of that become a real problem then. Competition & choice allows companies to compete on service and cost and product offer. The history of regulators trying to dictate those factors, unless monopoly is truly necessary is pretty weak. The rfp already has less product choice (one stoppage per year?) and there will be no price competition once this is set. The downsides are many. Limiting choice in this category seems pretty specious. And why then is it ok to have trucks on the road for 7+ buildings or commercial. So they get choice but we don’t? This is very very anti- consumer. And seems to be designed to drive one vendor out of business and shift the volume to another vendor, one which many of us have previously used/evaluated/and decided for whatever reason chose not to use. I would strongly urge you to reconsider. If we are going to start limiting choice in a bunch of 96 categories, that we directly pay for ourselves not with tax dollars, not sure where this ends. One landscaping service for all of Vail residents would have fewer trucks on road and easier to efficiently coordinate schedule as you go through neighborhoods. I hope that isn’t next. David Sadoff 832-563-9869 The Boston Consulting Group, Inc. This e-mail message may contain confidential and/or privileged information. If you are not an addressee or otherwise authorized to receive this message, you should not use, copy, disclose or take any action based on this e- mail or any information contained in the message. If you have received this material in error, please advise the sender immediately by reply e-mail and delete this message. We may share your contact details with other BCG entities and our third party service providers. Please see BCG privacy policy https://www.bcg.com/about/privacy-policy.aspx for further information. Thank you. 97 From:debbieyoon@comcast.net To:PublicInputTownCouncil Subject:Vail Valley Waste Service In Vail Date:Tuesday, March 25, 2025 4:50:28 PM Hi Town of Vail: I have been using Vail Valley Waste for garbage and recycle services and they are so great. They are on time, leave my home clean, and very responsive to extra pick-ups and any questions. I live in West Vail, and many of my neighbors also use them, and we would like to continue to use their services. Please reconsider allowing them to remove waste and recycle in Vail. Debbie Yoon 303-358-8852 debbieyoon@comcast.net 98 View this email in your browser We need your help... Six years ago, Vail Valley Waste began providing waste and recycle services to our Vail community members with the mission of providing the From:Kit Williams To:Susanne; 1 Kit Williams; PublicInputTownCouncil; ed Moultan; Dan Telleen Subject:Re: Town of Vail Singlehauler Contract - NO NO NO Date:Tuesday, March 25, 2025 7:04:52 PM Please don't allow single vender trash supplier approach to occur for the trash service in the town of Vail. We don't have any competition for cable TV - this will become another monopoly. In addition - support the Vail Valley local business - not big brother - just because they gave a song and dance - they are / can / did hustling you. I'm a Local resident since September 1977. I used to use Vail Honey Wagon until they sold out to big brother. NO NO NO Kit Williams KitCWms@aol.com 2925 Booth Creek Drive Vail, CO 81657 970-376-0909 Mobile On Monday, March 24, 2025 at 11:19:32 PM EDT, Susanne <susanne@vailvalleywaste.com> wrote: 99 best possible service at a fair price. Your response has clearly demonstrated to us that Vail residents value the service and pricing that a small locally owned and operated company can provide to the community. Recently, the Town of Vail issued a Request for Proposal for a single waste hauler to contract for all residences with fewer than seven units. Although VVW submitted a proposal, we recently learned that the Town of Vail will begin the process of changing the municipal code and engaging in contract negotiations with Waste Connections Corp (dba Vail Honeywagon). While it may take many months for the process to unfold, the idea of losing our customers in Vail has us heavy hearted. Many of you made the switch to locally owned and operated VVW because you recognize and value the benefit to communities that small businesses provide. Many of you made the switch due to frustration with service levels and responsiveness. Many of you made the switch to simply save money. Whatever the reason you became a VVW customer, we are honored to have served you and will continue to provide the best possible service as long as we are allowed to do so. While we are always happy to ask our customers "How may I help you?", today we need to ask for your help. Whether you are a residential, commercial or multi family customer, if you value the opportunity to choose your waste hauling service, we would be deeply grateful if you would tell your Vail Town Council members that you support small business and an open market for services in Vail. You can readily email all Town Council members with the following email: publicinput.vailtowncouncil@vail.gov Or for a complete list of Vail Town Council Members and their direct emails visit the following page: https://www.vail.gov/government/town-council Lastly, there is an Annual Community meeting scheduled for Tuesday, March 25 at 5 pm at Donovan Pavilion. This may be a good opportunity to learn more from your Town Council members in person and to express your concerns about this process. 100 In the mean time, please be assured that your VVW team will continue to provide the best possible service at a fair price for our Vail customers as long as we are able. Our deepest gratitude for your support, Ted & Susanne Johnson Byron Harrington The Vail Valley Waste Team Copyright © 2025 Vail Valley Waste, All rights reserved. You are receiving this email because you opted in via our website. Our mailing address is: Vail Valley Waste PO Box 528 Wolcott, CO 81655-0528 Add us to your address book Want to change how you receive these emails? You can update your preferences or unsubscribe from this list. 101 From:rolvail@aol.com To:PublicInputTownCouncil Subject:Single Waste Hauler Date:Tuesday, March 25, 2025 7:43:42 PM Dear Town Council: I’ve heard this disturbing proposition has raised its head again. I just can’t believe our town would even consider such an anticompetitive regulation! We switched to VVW after the Donovan’s sold as service deteriorated, prices increased 60% and customer service was obnoxious! We could not be happier with the service and price that we receive from Ted and Susanne at VVW! So much so that we give the workers Christmas bonuses. Also, VVW offers a substantial discount for customers requiring only biweekly service; not available at Vail Honeywagon. This is right up there with the court overruled Albertsons-Kroger merger. Hope you all will shelve this one, RolHamelin 5167 Gore Cir. E Vail 102 From:James Gregg To:PublicInputTownCouncil Subject:Single trash hauler Date:Tuesday, March 25, 2025 9:39:46 PM To the Vail Town Council: I would like to file an official protest to your plan to limit the trash hauling company to one option. We live in a free enterprise system where we all have an individual right to choose our own vendors. Not only does this create a monopoly, but it reeks of too much 'big brother' and unnecessary government control. What are my options if the service I receive is shoddy or unprofessional? Please limit your control to town government concerns and allow homeowners to continue to make their own decisions. I have owned my home in Vail since 1995 Respectfully, Jim Gregg Sent from my iPad 103 From:George Lamb To:Council Dist List Subject:Residential Trash Provders Date:Wednesday, March 26, 2025 9:25:40 AM Vail Town Council Members: I am emailing as a long time Vail resident who purposely supports local service providers as they tend to be more responsive and customer focused. Relative to trash providers, the Donovan family established and successfully operated Vail HoneyWagon for many years. When the company was sold, the local connected was lost. Fortunately locals, Ted and Suzanne Johnson and Byron Harrington established Vail Valley Waste.a few years ago. The service they offer is unsurpassed and their drivers have an unusual pride in their work - personally I have been extremely pleased that such an excellent local connection. It is my understanding that Vail is currently considering limiting residential trash service to one provider. Although I am not aware of the particular reasoning behind such a move, I remain totally supported of the current situation where residential customers have a choice of trash companies, weekly pickup schedules and competitive pricing. Respectfully George Lamb George Lamb Georgelambpaintings.com 970-376-3280 104 From:Jill Mitchell To:PublicInputTownCouncil Subject:Vail Valley Waste Date:Wednesday, March 26, 2025 12:45:31 PM Dear Town of Vail, I live at 221 Beaver Dam Road and have been using Vail Valey Waste for the past few years. Their service is exemplary and goes far beyond that of Waste Solutions. I have a very long driveway, which they come down to retrieve the garbage bins, a service Waste Solutions does not provide. Not only does this make it easier on the client, but it also means that the unsightly bins are not left on the side of the road, often impeding traffic, especially in the winter. They will also enter the garage to fetch the garbage bins, which means it is much safer as bears are not attracted to the smell. I strongly urge you to reconsider your decision to license only one contractor. Not only are you inconveniences the customer, but you are also stifling the growth of small businesses, which the valley desperately needs. Yours sincerely, Dean and Jill Mitchell 105 From:Kim Holmsen To:PublicInputTownCouncil Subject:Garbage service changes Date:Wednesday, March 26, 2025 2:08:29 PM Dear Town of Vail We understand you have issued a proposal for a single waste hauler in the valley for residences with fewer than seven units and that you will use Vail Honeywagon as your preferred provider. We would like to request that you keep Vail Valley Waste for trash removal in the Vail valley. We are part time residents and the service and convenience that Vail Valley Waste offers is so important for us. We are in Vail on the weekends and can't leave our garbage out during the week for regular pick ups. We utilize their "concierge" service that comes to our garage and takes the garbage out. Otherwise we have to bring our garbage down to Denver to dispose of it and it is very inconvenient. I feel many part time owners will have this same problem and Vail Honeywagon offers this same service but their prices are significantly higher. We pay $395 per quarter with VAil VAlley Waste and Vail Honeywagon would charge $530 per quarter. If they become the only provider in town I fear their prices will increase even higher. Vail Valley Waste is a locally operated company and they provide excellent service. Please consider keeping them on as a second provider. Best regards, Kim Holmsen -- Kim Holmsen 720-480-3320 106 From:Shrt Rental To:PublicInputTownCouncil Subject:Trash Service for Vail Residents Date:Wednesday, March 26, 2025 7:36:56 PM It has come to our attention that there may be a change in the option for our trash service at our property in East Vail. This is very concerning as a homeowner and we want to express our dismay at this potential change. We used to have service with Vail Honeywagon and chose to make a change to our current service provider, Vail Valley Waste. We were disappointed with the service and continual cost increases from Vail Honeywagon, which is why we made the change. As a homeowner, we do not want the county to dictate who we use as our trash provider. Please keep the trash option open for all of us by not requiring one service provider for the Vail area. Thanks for your time Wade and Kate Ulfig WCTC Partnership LLC 4213 Spruce Way Vail, CO Sent from my iPhone 107 From:Brett Porterfield To:PublicInputTownCouncil Subject:Singlehauler Contract Date:Wednesday, March 26, 2025 9:19:22 PM Hello, I was dismayed to learn that the Town is moving forward with reducing the choice residents have in their waste hauling services. Let alone the myriad issues I've experienced with Vail Honeywagon's services and communication in the past, when I read through the RFP, this process seems like a solution looking for a problem given the unfounded assumptions and lack of data cited outside of one study in Arvada (a city with 15x the number of households as Vail). The Town is already on a trajectory to meet the goals stated in the RFP without mandating a monopoly, let's keep on that road instead of making a turn. Regards, Brett Porterfield 303 947 8495 108 From:Jim Scalise To:PublicInputTownCouncil Date:Thursday, March 27, 2025 8:40:52 AM Leave what we have alone . Living here over 40 years I'm satisfied and happy with our trash companies. Jim Scalise 109 From:The Jeffrey To:PublicInputTownCouncil Cc:susannecjohnson2019@gmail.com Subject:Dear Vail Town Council... Date:Thursday, March 27, 2025 9:50:55 AM My wife and I have been in Vail for 30 years. The years have flown by. Recently, I heard word of potential changes to the waste management in Vail....aka ...possibly changes to the use of Waste Management. For the record, with due respect...the waste management provided by the Village is not on the level of the service provided by Vail Valley Waste. They have gone the extra mile for us and Susanne and the team are the quality work that is not found anywhere else in the waste collection side of the business we have enjoyed with Vail Waste Management. I would be happy to talk directly to anyone in the Vail Staff to discuss. Thanks for reading this far!! The Jeffrey 914.498.2900 110 From:Brian Stockmar To:Council Dist List Subject:Waste and Recycling Date:Thursday, March 27, 2025 2:51:47 PM Vail Honeywagon is not a local company. It is owned by Waste Connections, a massive public corporation headquartered in Houston, Texas. The current CEO is Ron Mittelstaedt, whose annual compensation is reported to be $5,760,000. Among other issues, Waste Connections has been found to have violated the Clean Air Act in connection with the operation of a landfill in California. On the other hand, Vail Valley Waste is locally owned and operated. The company has been a responsible corporate citizen of the Vail Valley. I am deeply concerned that the Town of Vail is considering granting an exclusive contract for waste and recycling operations in the Town to Waste Connections, dba Vail Honeywagon. If you intend to grant an exclusive contract for these operations in the Town of Vail, please grant it to the locally owned and much more responsible team at Vail Valley Waste. Thank you for your consideration of this issue. Brian Stockmar East Vail 111 From:kbenysh@vail.net To:PublicInputTownCouncil Subject:Single Hauler Trash Plan Date:Thursday, March 27, 2025 2:57:18 PM To Vail Town Council members, I am writing to convey my very strong objection to your proposed single trash hauler plan. Since when does the Town have the authority to stifle locally-owned businesses, prohibit free market choice and force citizens to subscribe to a service with a company that they don’t want? I believe that the Town does not have this right as evidenced by the fact that you will have to spend time and taxpayer money to amend the current town code in order to implement this change. I insist on having the right to choose my trash hauler and will always favor a company with a caring local owner rather than an indifferent publicly traded corporation headquartered in Texas (even if it bears the Honeywagon name). At a minimum, this plan should go to Vail’s citizens for a vote, or the Town should pay for trash collection as is the norm in many cities. Please put this plan to rest – it is a horrible idea for our small town! Please listen to and respect your citizens! Kathryn Benysh 112 From:Susan Evans To:PublicInputTownCouncil Cc:Sue Evans Subject:Vail Trash Service proposal Date:Thursday, March 27, 2025 7:37:57 PM Dear Town of Vail Council Members, It has recently come to my attention that there is a proposal to a change in how the trash service is being handled in the town of Vail. I’d like to voice my objection to the proposed changes. As a resident who spends several months a year living in a different location, I do not want to be obligated to have trash service during those months. I actually only have my trash picked up a few times a year and I’m happy with the way that works. In addition, as a former small business owner I fully support small business and an open market for services in Vail. I do not agree with offering one company a monopoly on the Town of Vail Trash Service. I’d like to continue with the option to choose my provider. Unfortunately I will not be in town for the next meeting on the issue on April 1st. Please accept this as my objection to the proposed changes! Sincerely, Susan Evans 2699 Davos Trail West Vail, CO 81657 720-490-1678 113 From:Bob Essin To:Barry Davis Cc:Council Dist List Subject:Re: Trash Date:Friday, March 28, 2025 2:29:12 PM March 28, 2025 Barry, Thank you for your reply. With just 3 responses, I don’t think that counts for much and most people don’t see any difference in service and the bottom line must not count for much either. Loyalty and local ownership is important to those of us who have been here for a while. Or possibly for some it only depends upon the scheduling day and we need more than one company to choose from? Once it is just one, if it is not good it is going to be harder to negotiate and Vail may want to buy garbage trucks and get employees, etc. and go into the trash business. Why do we have to have only one company? Bob Sent from my iPad On Mar 28, 2025, at 12:00, Barry Davis <BDavis@vail.gov> wrote: Bob, Thank you for the letter. I appreciate you taking the time and the insight. As you may have heard, we issued an RFP for trash service focused on improved on service, price and opportunities for feedback. Would you agree these are the three most important points? We received three responses, and hope to use this information to deliver the best choice for Vail. Thank you. Barry Davis Get Outlook for iOS From: Bob Essin <vailbob@comcast.net> Sent: Thursday, March 27, 2025 8:21:41 PM To: Council Dist List <towncouncil@vailgov.com> Subject: Trash March 2025 Dear Town Council, I think the old timers are all pretty much riled up about this trash situation and think you’re not giving enough consideration to this. Just one company is that what you’re saying without local ties now. Seems like this happened kind of fast? I’m not an old timer. Old yes but only moved here in 1990. Once you do it, there’s no going back if they don’t do a great job unless you ( TOV) go into the trash business yourself. It’s a beautiful day in Colorado, 114 Bob Essin 4264 Columbine Way Sent from my iPhone 115 From:Bob Essin To:Council Dist List Subject:Trash Date:Thursday, March 27, 2025 8:22:04 PM March 2025 Dear Town Council, I think the old timers are all pretty much riled up about this trash situation and think you’re not giving enough consideration to this. Just one company is that what you’re saying without local ties now. Seems like this happened kind of fast? I’m not an old timer. Old yes but only moved here in 1990. Once you do it, there’s no going back if they don’t do a great job unless you ( TOV) go into the trash business yourself. It’s a beautiful day in Colorado, Bob Essin 4264 Columbine Way Sent from my iPhone 116 From:Cocchiarella To:PublicInputTownCouncil Subject:trash pickup choices Date:Friday, March 28, 2025 9:44:31 AM Esteemed Town Council, Thank you all for your service and commitment to making Vail the best it can be. We areconcerned to hear that choice for residential trash pickup may be taken away from homeowners. While there may be some benefits in making this change, the reason we switched our trash pick up to Vail Valley Waste was for their improved service and pricing. Their entry into the market was necessary because one trash hauler had a monopoly and the customer was the one who paid the price. We support small local business whenever possible. Granting a monopoly to one trash provider raises serious concerns about long term pricing and the health of a competitive free market economy. Please carefully consider all the pros and cons in the short and long term. Thank you for your time and thoughtful dialogue on this matter. Sincerely, Kate and Carl Cocchiarella 117 From:Jake vanbeelen To:PublicInputTownCouncil Subject:proposal for single waste hauler contract Date:Friday, March 28, 2025 1:04:48 PM Alarm, alarm! Many Vail residents learned recently that the Town Council is looking into changing our Waste Hauler services, now mostly provided by VVW. About 6+ years ago VVW was created after the Honeywagon owners sold the company for about `10 million dollars to a Texas owned group. The service went down really fast and a few key employees decided to start a new company, called Vail Valley Waste. Another service group called Waste Management has practically disappeared. VVW is a proud Vail enterprise deserving recognition and certainly continuation of the service provided! It is FLAWLESS ,FRIENDLY, REASONABLE AND ALWAYS HELPFUL. Let us have some NICE and LOCALLY owned business proudly serving our community! Town Council members do NOT waste your time on this matter. You have bigger and more important issues to address and solve! Jake Van Beelen 2337 Garmisch Drive 118 From:Mary Hathorn To:PublicInputTownCouncil Subject:Trash Hauling Date:Friday, March 28, 2025 4:19:48 PM I am concerned that you are considering taking away my choice, and the opportunity to make my own choice, as to who I want hauling my trash. The Town of Vail does not need to be in the trash hauling business. We had the Honeywagon for decades but thank goodness the free enterprise system that is the American way, allowed competition which was sorely needed. We left Honeywagon and went with Vail Valley Waste and could not be more pleased with their services and pricing. DO NOT take away my ability to make that choice. Absolutely not fair to us or to Vail Valley Waste. The Town has enough things on their plate without adding trash hauling to their job description. Each property owner can assume that responsibility; government has not been in charge of that for 60 years (the length of time my family has owned this property) and it does not need to start now. There’s enough services out there that provide the options suitable to each property owner and we do not need the town to make that choice for us. I strongly oppose the current proposal to change the municipal code and encourage you to maintain the current open market for trash service in Vail. Sincerely, Mary “Scooter” Hathorn 655 Forest Rd Vail, CO 81657 119 From:dana gordon To:PublicInputTownCouncil Cc:Vail Waste Management Subject:Vail Valley Waste Date:Friday, March 28, 2025 9:53:28 PM Dear Town Council, I’ve been at my current address in Vail since 2003 and have used Honeywagon until the last year. Their service was adequate, but as I aged, I became in need of the smaller (32 gallon), bear proof trash bins. I contacted Honeywagon as well as a number of local and online stores. None of the bins were available and no one cared enough to pursue it, with the exception of Vail Valley Waste. Their customer service is excellent. They took my name and called when they could track them down. I switched my account to them and have been extremely pleased. I try to use local retailers for everything I purchase. That means Bookworm over Amazon, Kitchen Collage over Amazon, local, local, local. The customer service is always superior and individualized. Honeywagon cannot do what VVWaste can—customize their care. Please don’t kill competition in the valley. It’s necessary for price control if nothing else. VVWaste has been an exceptional single waste hauler and gone beyond the norm to meet my needs. Please either allow this to continue or change your leaning to make this company your top choice in the valley. Dana M. Gordon 1050 Homestake Circle Vail, CO 120 From:Bob Essin To:Barry Davis Cc:Council Dist List Subject:Re: Trash Date:Saturday, March 29, 2025 9:59:55 AM March 29, 2025 Barry, I can see a lot has gone into this. I am skeptical of new people, ownership vis-à-vis oldtimers. I get it about the extra trucks. My place is in a culdesac and I tried to get all to use the same company, but different days (Monday vs. Thursday) was an issue and some old timers wanted to connect to old time owners when Honey Wagon became non local. I have been resentful of Vail Resorts when they kicked businesses off the mountain that had built success so that they could profit from someone else’s ideas. That is not quite a parallel to this but the feeling is still the same. I do believe in the competition angle and think it will make future uncertain about subsequent contract and changes and know that is all conjecture and how far can you look forward when making decisions today but I know TOV probably doesn’t want to go into the Trash business. Good luck on the decision and I understand how hard the Town Council works and believe in their honesty and good intentions. Noticed some Big Horns as far west as Ford Park on the North Side of 70 this week, not a usual location? I think the Council decided that one correctly. It’s a beautiful day in Colorado, Bob Sent from my iPad On Mar 29, 2025, at 08:46, Barry Davis <BDavis@vail.gov> wrote: Bob, I appreciate what you’re saying. The intent of the RFP was to determine if town could reduce the number of trucks in our neighborhoods and the village (for safety and experience), expand service for homes that don’t have recycling or compost, and deliver a significant savings to the consumer. The responses to the RFP all came back positive that offering a contract to a single hauler could accomplish these goals and deliver significant savings to the customer. The RFP was developed with input and conversation with the haulers, it was designed to be fair and realistic for the trash companies to deliver. We’d like to make the choice that best serves the town our citizens and our guests. I understand the importance of choice in this delicate matter and if the people really want the system to stay the same, I’m listening. Thank you. Barry Get Outlook for iOS From: Bob Essin <vailbob@comcast.net> 121 Sent: Friday, March 28, 2025 2:28:50 PM To: Barry Davis <BDavis@vail.gov> Cc: Council Dist List <towncouncil@vailgov.com> Subject: Re: Trash March 28, 2025 Barry, Thank you for your reply. With just 3 responses, I don’t think that counts for much and most people don’t see any difference in service and the bottom line must not count for much either. Loyalty and local ownership is important to those of us who have been here for a while. Or possibly for some it only depends upon the scheduling day and we need more than one company to choose from? Once it is just one, if it is not good it is going to be harder to negotiate and Vail may want to buy garbage trucks and get employees, etc. and go into the trash business. Why do we have to have only one company? Bob Sent from my iPad On Mar 28, 2025, at 12:00, Barry Davis <BDavis@vail.gov> wrote: Bob, Thank you for the letter. I appreciate you taking the time and the insight. As you may have heard, we issued an RFP for trash service focused on improved on service, price and opportunities for feedback. Would you agree these are the three most important points? We received three responses, and hope to use this information to deliver the best choice for Vail. Thank you. Barry Davis Get Outlook for iOS From: Bob Essin <vailbob@comcast.net> Sent: Thursday, March 27, 2025 8:21:41 PM To: Council Dist List <towncouncil@vailgov.com> Subject: Trash March 2025 Dear Town Council, I think the old timers are all pretty much riled up about this trash situation and think you’re not giving enough consideration to this. Just one company is that what you’re saying without local ties now. Seems like this happened kind of fast? I’m not an old timer. Old yes but only moved 122 here in 1990. Once you do it, there’s no going back if they don’t do a great job unless you ( TOV) go into the trash business yourself. It’s a beautiful day in Colorado, Bob Essin 4264 Columbine Way Sent from my iPhone 123 From:Liz To:PublicInputTownCouncil Subject:Vail valley waste Date:Sunday, March 30, 2025 6:56:06 PM I am writing to tell you that we have used Vail Valley waste for years and would really be upset if we had to switch to Honey Wagon. We feel we should have the right to choose the company that best fits our needs. We chose Vail Valley Waste because they are local and their service has been outstanding. We support small business and open market for our service in Vail. Liz and Jon Lorenz 4440 Glen falls Lane Sent from my iPhone 124 From:Alice Plain To:PublicInputTownCouncil Subject:In Support of Vail Valley Waste Trash Company Date:Monday, March 31, 2025 11:50:25 AM Reference: Vail Valley Waste Company To: Vail Town Counci This letter is in support of the locally owned Vail Valley Waste Company. Living in the Eagle Valley since 1989, I have seen many changes both positive and negative in our community. When Vail Honey Wagon was purchased by the second largest trash company in the United States, I wanted a local alternative. It is important in a small community to support our local businesses. I contacted Vail Valley Waste to start with residential service. Not long after, I decided to hire Vail Valley Waste for the trash and recycling service at the Vail Golf and Nordic Clubhouse. We have a busy operation in the summertime with golf, events, weddings, and our restaurant. Working with Vail Valley Waste has been a game changer for our operation. In the age of automated systems and answering services with large companies, a small family- owned company provides personal service. Our service from Vail Valley Waste has been positive. If we need additional pickups at our facility for trash or recycling, I am able to call the company, talk to a friendly person on the other line and have our needs taken care of. The positives of a locally owned company for trash and recycling is exceptional service, competitive pricing, personal attention for needs that arise unexpectedly as well as the supporting local business. Sincerely, Alice Plain Alice Plain, PGA Director of Golf, Vail Golf Club aplain@vailrec.com 970-479-2260 x 3 Alice Plain, PGA 125 Vail Golf Club 1775 Sunburst Drive Vail, CO 81657 970-479-2260 x3 Vail.golf 126 From:jack bergey To:PublicInputTownCouncil Subject:Trash hauling Date:Sunday, March 30, 2025 10:04:10 PM I support small business and an open market for services in Vail. Is this going to be a no bid situation where you just pick waste Management? That doesn't seem right. Local businesses should have priority. Jack Bergey 303 378-0249 127 From:Jon Lorenz To:PublicInputTownCouncil Subject:Waste Service Date:Monday, March 31, 2025 1:37:09 PM We were very disappointed to learn that our current waste service provider may be replaced. Vail Valley Waste has done an excellent job and has always been very responsive. We utilize their valet pickup service which has been very important to us as part time Vail residents. Our experience with large trash companies has not been favorable. This would seem to be a great opportunity to support a local small business in a way that is a “win” for the town and the provider. While cost is a factor, so is quality of service and being a part of the local community. I would be happy to have a further discussion on this. Liz and Jon Lorenz 4440 Glen Falls Lane Vail, CO Sent from my iPhone 128 From:Jon Lorenz To:PublicInputTownCouncil Subject:Waste Service Date:Monday, March 31, 2025 1:37:09 PM We were very disappointed to learn that our current waste service provider may be replaced. Vail Valley Waste has done an excellent job and has always been very responsive. We utilize their valet pickup service which has been very important to us as part time Vail residents. Our experience with large trash companies has not been favorable. This would seem to be a great opportunity to support a local small business in a way that is a “win” for the town and the provider. While cost is a factor, so is quality of service and being a part of the local community. I would be happy to have a further discussion on this. Liz and Jon Lorenz 4440 Glen Falls Lane Vail, CO Sent from my iPhone 129 From:Alexander Goldin To:PublicInputTownCouncil Subject:re: Trash collection Date:Tuesday, April 1, 2025 3:46:20 AM To the Town Council Members, I wanted to write a quick note supporting my ability to have the freedom to utilize the trash company of my choice. I have used both Vail Honeywagon and Vail Valley Waste at different points. I encourage the Town Council Members to really let the free market work. Having multiple choices allows for the best prices and the best services. Since I have experience in other markets, the Vail trash options and the incredible customer service is a result of the choices and competition. I have experience in other locations where its a monopoly or duopoly and eventually the customer service degrades and its awful. Please preserve the freedom to choose for Vail homeowners. Thank you, Alex and Michelle 1370 Sandstone Dr. Unit 10 Vail, CO 81657 -- Alexander Goldin Dictated but not read. Please excuse any typos. Even though I may send emails on weeknights and weekends, please feel free to wait to respond during the regular work weekday. 130 From:Kolby Knox To:PublicInputTownCouncil Subject:Single Waste Hauler Date:Monday, March 31, 2025 6:54:29 PM Attachments:favicon.png psia_logo @ 0.75.jpg Please reconsider our position on a Single waste hauler. It should not be up to any council to decide for the residents who they do business with. I plan on using Vail Valley Waste. I will not be told who I can use to pick up my trash. You should seriously reconsider this motion to move to a Single Waste Hauler. It seems like a slippery slope to start telling citizens how and who can service their homes. Kolby Knox Kolby Knox kolbyknox@yahoo.com (970)376-0400 131 From:CJW To:PublicInputTownCouncil Subject:Vail Single Hauler Trash Contract Date:Tuesday, April 1, 2025 11:14:42 AM Dear Vail Town Council Members, We are writing to express our serious concerns regarding the recent decision to institute a single hauler trash collection service and award the contract to Waste Connections. Our primary concern centers on the elimination of our "Freedom of Choice" as constituents. We consciously chose to switch from the former Vail Honeywagon to Vail Valley Waste, a locally owned and operated company. Ted and Susanne Johnson and Byron Harrington have consistently provided excellent service, building strong relationships within our community. We strongly object to government interference that overrides our personal choices. This decision represents government overreach, a trend we are already experiencing at the federal level. Government-mandated services remove personal choice and increase centralized control over essential services that should be governed by the free market. Furthermore, we are deeply concerned that a single provider, selected without competition, may lead to inflated fees without a corresponding improvement in service quality. The lack of competition removes the incentive for efficiency and cost-effectiveness, potentially burdening residents with higher expenses. We urge the Town Council to reconsider this decision and prioritize the principles of local choice and free market competition. We request a transparent and public review of the contract award process as well as further council discussion regarding alternative solutions that preserve our freedom to choose our service providers. Thank you for your attention to this important matter. Sincerely, Chris and Bill Walker East Vail 132 From:Tom Vucich To:PublicInputTownCouncil Cc:Russell Forrest; Kristen Bertuglia Subject:Singlehauler Contract Date:Tuesday, April 1, 2025 11:39:41 AM Hello- we'd like to express our concern for this proposed contract. We've read through the details and although there are some commendable attributes to the proposal we still feel like it is not necessary. We used Vail Honeywagon for many years when the Donovan's owned it. Once it was sold and taken over by a large corporation we switched to Vali Valley Waste. We had become disappointed and discouraged with their service and responsiveness--not really surprising for a big company. What we've found with VVW is just the opposite--a welcoming, hardworking and responsive company that has its roots in the valley. That's an important part of this equation for us--they are truly a local company and we feel it's important to support them. It appears Honeywagon had the lower pricing proposal, but we feel this proposal will potentially eliminate the smaller companies like VVW and in the long run not be really in the best interest of Vail residents like us--single family/duplex owners. Please reconsider this idea and allow us the option to choose the vendor of our choice--and at the same time support locals and their good businesses. Thanks. Tom and Blondie Vucich Vail 133 From:Brogers To:PublicInputTownCouncil Subject:Waste removal contract Date:Tuesday, April 1, 2025 2:35:18 PM Dear sirs, I am a vail homeowner and wish to comment on your proposal to have a single waste remover. I used the Honeywagon as did many of my neighbors for years until they continually raised rates and added surcharges for fuel regularly even when fuel costs went down. They never removed the surcharges and many of us were very unhappy being ripped off. I am now and have been for awhile with Vail valley waste and find they are reliable, very reasonable and don’t continually raised rates of add improper surcharges. We homeowners do not want to be stuck with a company that acts like a monopoly like the Honeywagon. America encourages competition. Let’s keep Vail valley waste, a local company ,in business so Vail residents can be treated fairly and not get ripped off by a national company that acts like it is and may soon be a monopoly to the detriment of Vail residents. Bruce Rogers 2605 bald mountain road . Sent from my iPhone 134 From:barbara mowry To:PublicInputTownCouncil Subject:Vail Valley Waste Date:Tuesday, April 1, 2025 8:22:23 PM We live in a duplex unit in West Vail. We understand you are considering moving to one waste provider for housing units that have 7 or less units- which our clearly does. We are not clear on what may have prompted this action but we strongly suggest you reconsider for the following reasons; 1. competition is a good thing and affects service quality and pricing among other things 2. we use Vail Valley Waste as they have pricing modules the other carriers do not have ,they have outstanding service, and they are easy to deal with- the others have not shown that level of service or pricing in our market 3. Vail Valley Waste is a locally owned business which we prefer to support We would expect that if you choose to move forward with this plan and do not choose Vail Valley Waste as your provider that our prices will go up, and service will go down, There is no reason to move forward with your proposal. As far as we can see the waste removal process is not broken so please don't fix it. Thank you for listening, Barbara and Jeff Mowry 135 From:Ben Hadley To:PublicInputTownCouncil Subject:Competition for trash hauling concerns. Date:Tuesday, April 1, 2025 9:02:59 PM Town Council members, Was recently informed by Vail Valley Waste that the town is taking action to remove competition for Vail residents and reduce the number of trash hauling services from 2 to 1. MIssed the chance to hear from all of you in person at the meeting on March 25 at Donovan Pavillion. Can you please share any links to public meetings or minutes on why the town council believes reducing competition for trash removal will deliver savings to residents? Have lived in the valley since 2008 and branches of the family have lived here since 1975. Honeywagon pulled a stunt 10+ years ago on pricing that raises my concerns on why elected officials would consider reducing competition for Vail residents: -after 2008 and before the Pandemic Honeywagon raised prices at least 3 times in a 12 month cycle. The price increases were significant and Vail residents had no alternatives for curbside trash removal (residents could carry their own trash to a dump). Further, Honeywagon next applied a fuel surcharge in response to spiking fuel costs. When the spike in fuel costs subsided the fuel surcharge was never removed. Honeywagon prices travel in one direction and the only way for a Vail resident to express displeasure with the quasi utility was when competition for trash hauling services happened. Maybe there is a legitimate reason to reduce competition for trash removal services that benefits voters/residents, would love to see public meeting minutes or any recording if you can share. Thanks, Ben 136 From:ask@aaronkennedy.com To:PublicInputTownCouncil Cc:Jenifer Kennedy Subject:Vail Trash and Recycle Options Date:Wednesday, April 2, 2025 6:22:03 AM To Whom it May Concern at the Town of Vail, We are loyal customers of Vail Valley Waste and really appreciate their service. They unlock our garage to retrieve the cans so they don’t have to sit out along Bighorn Road...exposed to snow, in the path of plows/cyclists/cars and easy pickings for hungry bears. We’re not usually here on the normal scheduled pick-up day, so we’d have to put cans out a day or two early and beg someone to bring them in for us. We would appreciate you allowing us to continue to engage Vail Valley Waste for our trash and recycle collection in the years ahead. Thank you very much! Aaron Kennedy 3974 Bighorn Road. 137 From:Sally Horn To:PublicInputTownCouncil Subject:Valley Waste Mgm Date:Wednesday, April 2, 2025 7:41:30 AM As a Glen Lyon resident for over 30 years, I experienced all garbage pick-up and switched to Valley Waste for their personal and excellent service. Honey Wagon never returned phone calls, and refused to reimburse when they overcharged, etc. Please keep this local service available to us. Thank you Sally and Jeffrey Horn 1320 Greenhill Ct, West Vail, Colorado -- Sally 914-433-3601 138 AGENDA ITEM NO. 6.1 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Main Agenda AGENDA SECTION:Appointments for Boards & Commissions (6:40pm) SUBJECT:Planning and Environmental Commission (PEC) Appointments SUGGESTED ACTION:Motion to appoint three members to service on the Planning and Environmental Commission for a two-year term, ending March 31, 2027. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: 139 AGENDA ITEM NO. 7.1 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Information Update AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:March 4, 2025 Town Council Meeting Minutes SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Town Council Meeting Minutes 3-04-2025 140 Town Council Meeting Minutes of March 4, 2025. Page 1 Vail Town Council Meeting Minutes Tuesday, March 4, 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 Samantha Biszantz Staff members present: Russell Forrest, Town Manager Kathleen Halloran, Deputy Town Manager Matt Mire, Town Attorney Steph Johnson, Executive Coordinator 1. Call to Order 2. Public Participation Public Participation began at time stamp 0:01:05 on the High Five video. Eughemii Coqucaji, of Colorado Booting & Parking Company, spoke in regards to State of Colorado HB 25-1117, a proposed law for parking and booting regulation; he stated this law would require two warnings prior to booting or towing and the requirement of 24 hours notice to the driver should it pass; he requested Council to contact representatives and adopt a position against the law because it does not take into account mountain communities. Tim McMahon, resident of Avon, reiterated a request regarding a police or other security presence at the Vail Transportation Center; he also spoke on the ice sculpture tear down, stating the large ice chunks leftover by the company could be a public hazard; he stated the bike companies who deliver skis in the village do not adhere to dismount zones, and voiced support for the Vail Yeti hockey team. Jonathan Levine, of Vail Black Car, presented Council with a paper requesting the transportation registration fee be reduced to $100 and to allow drivers access to Hanson Ranch Road after 6:00pm. He stated the difficulty drivers face doing pickups in the evenings, and requested Council meet with drivers. 141 Town Council Meeting Minutes of March 4, 2025. Page 2 3. Any action as a result of Executive Session. Any action as the result of Executive Session began at time stamp 00:09:54 on the High Five Video. Mayor Coggin directed the Town Attorney to draft an emergency ordinance in regards to enforcing chain law, to be presented at the March 18, 2025 Town Council meeting. 4. Consent Agenda Consent agenda began at time stamp 00:11:14 on the High Five video. 4.1 February 4, 2025 Town Council Meeting Minutes 4.2 February 18, 2025 Town Council Meeting Minutes 4.3 Letter of Support for Eagle County and Vail Valley Mountain Trails Alliance’s Outdoor Stewardship Partnership Grant Application Approve, approve with amendments, or deny the letter of support. Background: This letter of support is for Eagle County and Vail Valley Mountain Trail Alliance's grant application. The grant concept is to expand existing crews in Eagle County to address multiple needs including restoration projects, habitat improvements, trail maintenance, recreation management, and watershed health. 4.4 Contract Award with A-Peak Asphalt LLC for 2025 On-Call Asphalt Repair Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with A-Peak Asphalt Inc. for 2025 on-call asphalt repair in an amount not to exceed $125,000.00. Background: This contract is to provide asphalt roadway patching as needed throughout the Town of Vail. 4.5 Contract Award with Orozco Concrete Inc. for 2025 On-Call Concrete Repair Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Orozco Concrete Inc. for 2025 on-call concrete repair, not to exceed $125,000.00. Background: This contract is to provide curb, gutter, and concrete flatwork repair as needed throughout the Town of Vail. 4.6 Contract Award with Redi Services for Stormwater Maintenance Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Redi Services for annual stormwater maintenance, in an amount not to exceed $85,000.00. 142 Town Council Meeting Minutes of March 4, 2025. Page 3 Background: The Town of Vail owns and operates 37 hydrodynamic stormwater treatment devices and close to 1,100 stormwater inlets. This contract is for two rounds of maintenance on the 37 hydrodynamic separators and one round of cleaning of 100 stormwater sumps in 2025. 4.7 Contract Award to RoadSafe Traffic Systems Inc. for 2025 Striping Services Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney with RoadSafe Traffic Systems Inc. for 2025 striping services, in an amount not to exceed $80,000.00. Background: Each year, the Town publicly bids maintenance work for roadway striping for all Town roads. This work is budgeted within the Capital Street Maintenance budget. 4.8 Contract Award with Vail Health Behavioral Health for Mental Health Crisis Services Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Vail Health Behavioral Health for mental health crisis services in an amount not to exceed $32.000.00. Background: This agreement is for mental health crisis services as part of the Co-Responder Program funded by Eagle County Police Department agencies (Avon, Vail, Eagle, and Basalt). Services were previously provided by Your Hope Center, which has been acquired by Vail Health. This services agreement acknowledges the name change. Davis made a motion to approve the consent agenda as read; Seibert seconded; motion passed (7-0). 5. Action Items Discussion for Amendment to Contract Award to Hyder McHugh for Dobson Arena Initial Guaranteed Maximum Price began at time stamp 00:11:42 on the High Five video. 5.1 Amendment to Contract Award to Hyder McHugh for Dobson Arena Initial Guaranteed Maximum Price Presenter(s): Greg Hall, Public Works Director Authorize the Town Manager to enter into an amended agreement, in a form approved by the Town Attorney, with Hyder McHugh for Dobson Arena initial Guaranteed Maximum Price, in an amount not to exceed $366,255.00. Background: The purpose of this item is to provide Council with an update of the continued design process, present and seek authorization for formally approve the initial Guaranteed Maximum Price, request Council to authorize the Town Manager to execute limited initial commitments and awards, and to present next steps for Dobson Arena. 143 Town Council Meeting Minutes of March 4, 2025. Page 4 Davis made a motion to enter into the requested amended agreement; Phillips seconded; motion passed (7-0). Discussion for Ordinance No. 2, Series of 2025, First Reading began at time stamp 00:27:59 on the High Five video. 5.2 Ordinance No. 2, Series of 2025, First Reading, An Ordinance Reestablishing Special Development District No. 43, Highline Doubletree Presenter(s): Greg Roy, Planning Manager Approve, approve with amendments, or deny Ordinance No. 2, Series of 2025, upon first reading. Background: Per Town Code Section 12-9A-12 Time Requirements, SDD approval is only valid for three years, during which time initial construction must be started and diligently pursued. The original approval for SDD No. 43 was good through June 2023. In March, 2021 during the COVID-19 pandemic, the applicants submitted a Major SDD Amendment to phase the project and extend the timeline and approval was extended to September 2024. Public comment was called at timestamp 00:42:38 on the High Five Video. Public comment ended at timestamp 00:43:31 on the High Five Video. Chapin made a motion to approve; Davis seconded; motion passed (7-0) Discussion for Ordinance No. 3, Series of 2025, First Reading began at time stamp 00:45:04 of the High Five video. 5.3 Ordinance No. 3, Series of 2025, First Reading, An Ordinance Amending Chapter 4-14 of the Vail Town Code to Establish Fees for Missed Short-Term Rental Inspections Presenter(s): Carlie Smith, Finance Director & Lauren Noll, Revenue Manager Approve, approve with amendments, or deny Ordinance No. 3, Series of 2025 upon first reading. Background: The purpose of Ordinance No. 3, Series 2025 is to amend the Title 4, Chapter 14 of the Vail Town Code to allow staff to assess a fee to STR owners or property managers who set up a fire inspection appointment and fail to attend the appointment. Davis made a motion to approve; Staufer seconded; motion passed (7-0). 6. Public Hearings Discussion for An Appeal, Pursuant to Section 10-1-13 of the Vail Town Code began at time stamp 00:52:42 on the High Five video. 144 Town Council Meeting Minutes of March 4, 2025. Page 5 6.1 An Appeal, Pursuant to Section 10-1-13 of the Vail Town Code, of the Final Decision of the Building Official Denying the Application for Building Permit B24-0412 Presenter(s): Matt Mire, Town Attorney and Matt Gennett, Community Development Director Uphold, uphold with modifications, or overturn the Chief Building Official's December 4, 2024 decision. Background: On September 25, 2024, Appellants applied for Building Permit B24-0412 for approval of the addition of a second level above certain portions of the existing footprint of the residence located at 3070 Booth Creek Drive. On December 4, 2024, the Building Official denied the application. On December 18, 2024 the Appellants filed their appeal. Public comment was called at timestamp 1:31:27 on the High Five Video. Public comment ended at timestamp 1:31:52 on the High Five Video. Davis made a motion uphold the decision; Seibert seconded; motion passed (7-0). Coggin made a motion to direct the Town Attorney to draft written findings and review for the next Town Council meeting; Davis seconded; motion passed (7-0) Discussion for Ordinance No. 1, Series of 2025, Second Reading began at time stamp 1:33:29 on the High Five video. 6.2 Ordinance No. 1, Series of 2025, Second 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 (West Middle Creek); 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 Presenter(s): Jason Dietz, Housing Director and Carlie Smith, Finance Director Approve, approve with amendments, or deny Ordinance No. 1, Series of 2025 upon second reading. Background: The second reading of Ordinance 1, Series of 2025, approving the formation of the Non-Profit Corporation, the Vail Home Partners, for the financing and operations of the West Middle Creek housing project. Public comment was called at timestamp 1:36:35 on the High Five video, there was none. Staufer made a motion to approve; Davis seconded; motion passed (7-0) 145 Town Council Meeting Minutes of March 4, 2025. Page 6 There being no further business to come before the council, Staufer made a motion to adjourn the meeting; Seibert seconded; meeting adjourned at 7:37pm. Respectfully Submitted, Attest: __________________________________ Travis Coggin, Mayor ______________________________ Stephanie Johnson, Acting Town Clerk 146 AGENDA ITEM NO. 7.2 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:March 18, 2025 Town Council Meeting Minutes SUGGESTED ACTION: VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Town Council Meeting Minutes 3-18-2025 147 Town Council Meeting Minutes of March 18, 2025. Page 1 Vail Town Council Meeting Minutes Tuesday, March 18, 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 Pro Tem Davis. Members present: Barry Davis, Mayor Pro Tem Pete Seibert Jonathan Staufer Dave Chapin Reid Phillips Samantha Biszantz Members virtually: Travis Coggin, Mayor Staff members present: Russell Forrest, Town Manager Kathleen Halloran, Deputy Town Manager Matt Mire, Town Attorney Steph Johnson, Executive Coordinator 1. Call to Order 2. Public Participation Public Participation began at time stamp 0:00:14 on the High Five video. Rick Sackbauer, resident of Vail, thanked DiscoverVail, Vail Resorts, and the Colorado Snowsports Museum for sponsoring the screening of the movie “Tim”, about Tim Sackbauer, a skier with Down Syndrome who grew up in Vail. Tim McMahon, resident of Avon, reiterated a request regarding a police or other security presence at the Vail Transportation Center; he also spoke in support of the Vail Yeti Hockey Team, suggested to sell unused speed bumps to raise parking structure funds, and reminded there was only 32 days left in the ski season. Jonathan Levine, of Vail Black Car, stated he thought Vail’s snowplows were too large and suggested using different equipment on town roads. Douglas Smith, resident of Vail, inquired about the current process for auditing and determining the return on investment for special events with a disbanded Commission of Special Events. 148 Town Council Meeting Minutes of March 18, 2025. Page 2 Robyn Smith, resident of Vail, suggested the value of EHU credits should be increased due to the town’s inclusionary zoning and commercial linkage, especially because they have been stagnant since 2007. 3. Any action as a result of Executive Session. Any action as the result of Executive Session began at time stamp 00:09:01 on the High Five Video. Mayor Pro Tem Davis directed the Town Manager to enter into an agreement with Courtney Holmes to become the next Town of Vail Municipal Judge, to be sworn in at the April 1, 2025 Town Council meeting. 4. Appointments for Boards & Commissions Appointments for Boards & Commissions began at time stamp 0:09:32 of the High Five Video. 4.1 Art in Public Places (AIPP) Appointments 4.2 Design Review Board (DRB) Appointments Staufer made a joint motion to appoint Ramsey Cotter and Susanne Graf to Art in Public Places and Anthony Grandt and Herb Roth to the Design Review Board; Seibert seconded; motion passed (7-0). 5. Consent Agenda Consent agenda began at time stamp 00:09:49 on the High Five video. 5.1 Resolution No. 11, Series of 2025, A Resolution Approving an Intergovernmental Agreement for a Regional Planning Commission for Transportation Planning Approve, approve with amendments, or deny Resolution No. 11, Series of 2025. Background: In order to be a member of the Intermountain Transportation Planning Region, the Town is required to adopt the Regional Planning Commission Bylaws, which generally identify the purpose, membership, representation, meeting, and voting requirements. 5.2 Resolution No. 12, Series of 2025, A Resolution Adopting a Multi-Jurisdictional Hazard Mitigation Plan Approve, approve with amendments, or deny Resolution No. 12, Series of 2025. Background: The Eagle County Hazard Mitigation Plan outlines key goals and objectives aimed at reducing the impact of natural and human-caused hazards, minimizing economic losses, and effectively implementing mitigation actions. 5.3 Lease Agreement with Greater Eagle Fire Protection District for Ladder Truck Usage Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Greater Eagle Fire Protection District for 2001 Pierce ladder truck lease. 149 Town Council Meeting Minutes of March 18, 2025. Page 3 Background: In 2024, Vail Fire and Emergency Services procured a new ladder truck, replacing the 2001 Pierce. The Greater Eagle Fire Protection district has unresolvable mechanical issues with their current ladder truck. This request is to allow the Greater Eagle Fire Protection District use of the 2001 Pierce until their new apparatus is delivered to prevent long response times in Eagle County. 5.4 Contract Award with Superlative for Naming and Sponsorship Rights Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Superlative for naming and sponsorship rights. Background: In December, Town Council authorized the Town Manager to issue an RFP for Sponsorship and Naming Rights consulting services with the intent to learn about possible funding opportunities for Dobson Arena’s $56M redevelopment scheduled to begin this Spring and future opportunities with other town owned assets. Superlative is recommended from the six respondents. 5.5 Contract Award to STRUCTURAL for Vail Village and Lionshead Parking Structures Repairs Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with STRUCTURAL for the Vail Village and Lionshead Parking Structures Repairs, in an amount not to exceed $978,729.00. Background: The Town has completed a structural assessment of the Vail Village and Lionshead parking structures and is now ready to complete these repairs most needed. Phillips made a motion to approve the consent agenda as presented; Biszantz seconded; motion passed (7-0). 6. Presentations/Discussions Discussion for Summer Managed Parking began at time stamp 0:10:30 on the High Five Video. 6.1 Summer Managed Parking Discussion Presenter(s): Greg Hall, Public Works Director and Stephanie Kashiwa, Parking Manager Provide direction to staff for next steps. Background: The purpose of this discussion is to share the Parking & Mobility Task Force's recommendation for a Summer 2025 Parking Program with Town Council and request feedback to allow Staff and Task Force to return April 1, 2025 for a decision for implementation this summer. 150 Town Council Meeting Minutes of March 18, 2025. Page 4 7. Action Items Discussion for Resolution No. 13, Series of 2025 began at time stamp 00:57:09 on the High Five video. 7.1 Resolution No. 13, Series of 2025, A Resolution of the Vail Town Council Making Findings on the Appeal of Case B25-0412, Concerning a Building Permit Application for 3070 Booth Creek Drive, Vail, Colorado, and Affirming the Decision of the Building Official Presenter(s): Barry Davis, Mayor Pro Tem Approve, approve with amendments, or deny Resolution No. 13, Series of 2025 and read findings into the record. Background: On March 4, 2025, the Town Council held a properly-noticed hearing on the appeal for B24-0412, and the Appellant was provided with an opportunity to present evidence in support of its appeal. Following the hearing, the Town Council directed the Town Attorney to prepare a Resolution with written findings regarding the appeal. Public comment was called at timestamp 00:42:38 on the High Five Video. Public comment ended at timestamp 00:43:31 on the High Five Video. Phillips made a motion to approve; Staufer seconded; motion passed (7-0) Discussion for Ordinance No. 4, Series of 2025, First Reading began at time stamp 01:03:57 of the High Five video. 7.2 Ordinance No. 4, Series of 2025, First Reading, An Ordinance Making Budget Adjustments to the Town of Vail General Fund, Capital Projects Fund, Real Estate Transfer Tax Fund, Housing Fund, Heavy Equipment Fund, Internal Employee Housing Rental Fund, Timber Ridge Fund, and Dispatch Services Fund of the 2025 Budget for the Town of Vail, Colorado; and Authorizing the Said Adjustments as Set Forth Herein; and Setting Forth Details in Regard Thereto Presenter(s): Jake Shipe, Budget Manager Approve, approve with amendments, or deny Ordinance No. 4, Series of 2025 upon first reading. Background: The first supplemental reflects $52.7 million of capital projects that span more than one year and need to have funding re-appropriated to the current year, in addition to $3.5 million in funding for new requests and adjustments. Staufer made a motion to approve; Seibert seconded; motion passed (7-0). Discussion for Ordinance No. 5, Series of 2025, First Reading began at time stamp 01:05:44 of the High Five video. 151 Town Council Meeting Minutes of March 18, 2025. Page 5 7.3 Ordinance No. 5, Series 2025, First Reading, An Ordinance Concerning the West Middle Creek Housing Development and in Connection Therewith Authorizing the Leasing of Certain Town Property, the Advance of a Loan to the Vail Home Partners Corporation, and the Execution and Delivery of a Site Lease. Lease Purchase Agreement and Other Documents Presenter(s): Carlie Smith, Finance Director Approve, approve with amendments, or deny Ordinance No. 5, Series of 2025, upon first reading. Background: The next step in moving forward with this project is authorizing the town to issue Certificates of Participation in an amount not to exceed $65.5M. In parallel, this will also serve as direction for Vail Home Partners to issue housing revenue bonds not to exceed $145.0M. The approval of this ordinance does not commit the town to issuing the COPs. Chapin made a motion to approve; Seibert seconded; motion passed (6-1, Staufer opposed). 6. Public Hearings Discussion for An Appeal, Pursuant to Section 12-3-3 of the Vail Town Code began at time stamp 01:10:10 on the High Five video. 8.1 An Appeal, Pursuant to Section 12-3-3, Appeals and Call-Up, Vail Town Code, of the Final Decision of the Town of Vail Planning and Environmental Commission on January 13, 2025, Denying the Variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, Pursuant to Title 12 Chapter 17, Variances, Vail Town Code to Allow for an Increase in the Allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District Located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing (TC25-0002) Presenter(s): Heather Knight, Planner The Appellant requests Town Council grant a continuance of this hearing. Background: On January 13, 2025, the Planning and Environmental Commission voted 6-1 (Tucker opposed) to deny a variance request to allow for an increase in the allowable GRFA for the home located at 387 Beaver Dam Circle. The current owner was unaware of previous changes to the crawlspaces. They were not reviewed by the Town of Vail staff as part of any building permit. The applicant was informed the excess GRFA needed to be resolved prior to the issuance of a new building permit. The applicant is asking for a GRFA variance. Public comment was called at timestamp 01:18:21, there was none. Phillips made a motion to continue the hearing on April 1, 2025; Staufer seconded; motion passed (7-0). 152 Town Council Meeting Minutes of March 18, 2025. Page 6 Discussion for Emergency Ordinance No. 7, Series of 2025, Second Reading began at time stamp 01:18:29 on the High Five video. 8.2 Ordinance No. 7, Series of 2025, An Emergency Ordinance Amending Title 7 of the Vail Town Code by the Addition of a New Chapter 13 to Establish Chain Law Enforcement Procedures Presenter(s): Commander Chris Botkins, Vail Police Department Approve, approve with amendments, or deny Emergency Ordinance No. 7, Series of 2025, read once in full. Background: The Vail Police Department is requesting Town Council approve a municipal chain law ordinance mirroring Colorado's state chain law, with a specified fine of $1,500 for non- compliance and $2,650 for non-compliance while blocking the roadway. Public comment was called at timestamp 01:20:41 on the High Five video. Public Comment ended at 01:21:08 on the High Five video. Staufer made a motion to approve; Coggin seconded; motion passed (7-0). Discussion for Emergency Ordinance No. 7, Series of 2025, Second Reading began at time stamp 01:23:16 on the High Five video. 8.3 Ordinance No. 2, Series of 2025, Second Reading, An Ordinance Reestablishing Special Development District No. 43, Highline Doubletree Presenter(s): Greg Roy, Planning Manager Approve, approve with amendments, or deny Ordinance No. 2, Series of 2025, upon second reading. Background: Per Town Code Section 12-9A-12 Time Requirements, SDD approval is only valid for three years, during which time initial construction must be started and diligently pursued. The original approval for SDD No. 43 was good through June 2023. In March, 2021 during the COVID-19 pandemic, the applicants submitted a Major SDD Amendment to phase the project and extend the timeline and approval was extended to September 2024. Public comment was called at timestamp 01:23:16 on the High Five video, there was none. Chapin made a motion to approve; Staufer seconded; motion passed (7-0). Discussion for Emergency Ordinance No. 7, Series of 2025, Second Reading began at time stamp 01:24:08 on the High Five video. 153 Town Council Meeting Minutes of March 18, 2025. Page 7 8.4 Ordinance No. 3, Series of 2025, Second Reading, An Ordinance Amending Chapter 4-14 of the Vail Town Code to Establish Fees for Missed Short-Term Rental Inspections Presenter(s): Carlie Smith, Finance Director Approve, approve with amendments, or deny Ordinance No. 3, Series of 2025, upon second reading. Background: The purpose of Ordinance No. 3, Series 2025 is to amend the Title 4, Chapter 14 of the Vail Town Code to allow staff to assess a fee to STR owners or property managers who set up a fire inspection appointment and fail to attend the appointment. Public comment was called at timestamp 01:24:53 on the High Five video, there was none. Staufer made a motion to approve; Phillips seconded; motion passed (7-0). There being no further business to come before the council, Staufer made a motion to adjourn the meeting; Seibert seconded; meeting adjourned at 7:25pm. Respectfully Submitted, Attest: __________________________________ Travis Coggin, Mayor ______________________________ Stephanie Johnson, Acting Town Clerk 154 AGENDA ITEM NO. 7.3 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Kristen Bertuglia, Environmental Sustainability ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Resolution No. 14, Series of 2025 A Resolution Approving an Intergovernmental Agreement between Eagle County and the Town of Vail for Preservation of the East Vail Bighorn Sheep Habitat Property SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 14, Series of 2025. PRESENTER(S):Kristen Bertuglia VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Resolution No. 14 - County Funding IGA Attachment A. IGA with Eagle County, East Vail Bighorn Sheep 155 RESOLUTION NO. 14 Series of 2025 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND THE TOWN OF VAIL FOR PRESERVATION OF THE EAST VAIL BIGHORN SHEEP HABITAT PROPERTY WHEREAS, the Town is the record title owner of a total of 146.872 acres of land in the East Vail area of Vail, Colorado legally described in Exhibit A, attached hereto and incorporated herein by reference (the “Property”); WHEREAS, the Town made a request to the Eagle County Open Space and Natural Resources Department for funding through the Eagle County Open Space Program to participate in the acquisition cost for the Property and to induce the permanent preservation of the entirety of the Property; WHEREAS, the Eagle County Open Space Advisory Committee, in a public meeting, considered the funding request to fund open space and unanimously recommended that the County provided funding up to five million dollars ($5,000,000) from the Open Space Program fund to support the Town’s conservation project subject to the term of the Intergovernmental agreement, attached hereto as Exhibit B, and incorporated herein by reference (the “IGA”); and WHEREAS, the parties agree that the Property has outstanding conservation values, including scenic qualities and wildlife habitat for bighorn sheep as well as other wildlife including lynx, elk, black bear, mountain lion, mule deer and golden eagle, and as such, should be placed under a conservation easement to protect such habitat and the natural environment in perpetuity. 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 substantially the same form as attached hereto as Exhibit B, 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 1st day of April 2025. _________________________ Travis Coggin, Mayor ATTEST: ________________________________ Stephanie Johnson, Acting Town Clerk 156 EXHIBIT A EAST VAIL WORKFORCE HOUSING SUBDIVISION Lot: 1 (5.39 acres) And, EAST VAIL WORKFORCE HOUSING SUBDIVISION Tract: A (17.91 acres) 157 INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND THE TOWN OF VAIL FOR PRESERVATION OF THE EAST VAIL BIGHORN SHEEP HABITAT PROPERTY THIS INTERGOVERNMENTAL AGREEMENT (hereinafter "Agreement ") is made ________2025, by and between Eagle County, Colorado by and through its Board of County Commissioners ( "County ") and the Town of Vail, Colorado, by and through its Town Council (“Town”). The County and Town may be referred to individually as a “Party” and together may be referred to as the “Parties.” WHEREAS, the County’s Open Space Program is funded by a dedicated 1.5 mill levy tax on property to be used for the acquisition and protection of open space, the natural environment and wildlife habitat throughout Eagle County; and WHEREAS, the County, through the Open Space and Natural Resources Department (“OSNR”), often collaborates with municipalities, land trusts, adjacent counties, and federal land management agencies to leverage resources towards the protection of valuable open space resources and our mountain ecosystem; and WHEREAS, the Town has its own Environmental Sustainability and Public Works Departments, which are responsible for the acquisition and management of open space areas within the Town’s jurisdiction; and WHEREAS, the Town is the record title owner of a total of 146.872 acres of land in the East Vail area of Vail, Colorado legally described in Exhibit A, attached hereto and incorporated herein by reference, and depicted in Exhibit B, attached hereto and incorporated herein by reference (hereinafter referred to as the "Conservation Property"), which the Town desires to preserve as protected natural habitat for bighorn sheep and scenic open space; WHEREAS, the Town compensated the prior owner the portion of the Conservation Property identified as Parcels 3 and 4 in Exhibit A and Exhibit B in the amount of $17,519,985; and WHEREAS, the Town made a request to the OSNR for funding through the Eagle County Open Space Program to participate in the acquisition cost for Parcels 3 and 4 and to induce the permanent preservation of the entirety of the Conservation Property; and WHEREAS, on January 13, 2025, the Eagle County Open Space Advisory Committee, in a public meeting, considered the funding request and unanimously recommended that the County provided funding up to five million dollars ($5,000,000) from the Open Space Program fund to support the Town’s conservation project; and 158 WHEREAS, the Parties agree that the Conservation Property has outstanding conservation values, including scenic qualities and wildlife habitat for bighorn sheep as well as other wildlife including lynx, elk, black bear, mountain lion, mule deer and golden eagle, and as such, should be placed under a conservation easement to protect such habitat and the natural environment in perpetuity; and WHEREAS, the Town desires to place the Conservation Property under a conservation easement to permanently preserve the wildlife habitat and scenic qualities, and the County desire to contribute Open Space Program funding towards the permanent preservation of the Conservation Property, subject to the approvals and terms and conditions set forth herein; and WHEREAS, the County intends for the funding contribution authorized by this Agreement to be for the sole purpose of contributing to the cost to acquire and to induce permanent preservation of the Conservation Property as set forth herein, and expressly does not intend for any portion of the funding contribution provided for herein to be utilized in connection with payment of any judgement, legal fees or other litigation cost associated with the Town’s acquisition of any part of the Conservation Property. AGREEMENT NOW THEREFORE, in consideration of mutual promises and covenants contained in this Agreement, the Parties agree as follows: 1. Funding. a.Within fifteen (15) days of mutual execution of this Agreement, the County will transfer five million dollars ($5,000,000) (the “Open Space Funds”) to the Town in exchange for the Town’s fulfillment of the commitments set forth herein. The Open Space Funds are expressly for the purpose of partnering with the Town as a contribution towards the purchase price of Parcels 3 and 4 of the Conservation Property and to induce the grant of a deed of conservation easement to be held by a qualified land trust organization and recorded against the Conservation Property on or before October 15, 2025, on the terms and conditions set forth herein(the “Project”). The Town agrees that it will not use or apply any portion of the Open Space Funds to cover any judgement, legal fees or other litigation costs associated with the Town’s efforts to acquire any part of the Conservation Property. The County’s contribution of Open Space Funds is contingent on the fulfillment of the Town’s commitments contained herein, which will occur after the Open Space Funds are transferred from the County to the Town. The Town therefore agrees to hold the Open Space Funding in the public trust and to return such funds to the County if such commitments are not fulfilled in accordance with the terms of this Agreement, regardless of cause. b.The Town shall not modify the Project without the prior written approval of County, such approval to be in the County’s sole discretion. Any modification to the Project undertaken without the County’s consent may be deemed a breach of this Agreement, entitling the County to all remedies available under this Agreement. 2. Due Diligence. The County’s contribution of the Open Space Funds for the Project is subject to County’s review and approval of certain due diligence matters prior to closing which may include, but not 159 be limited to, review of the form of conservation easement (described below), baseline report, management plan setting forth appropriate conservation easement enforcement obligations, and other associated documents in connection with the Project or closing on the deed of conservation easement, the results of which must be satisfactory to County as determined by County in its sole discretion. In the event the County is not satisfied with any of these matters prior to the Town’s closing on the deed of conservation easement, or if a conservation easement meeting the requirements of this Agreement is not approved by the County and recorded in the records of the Eagle County Clerk and Recorder by October 15, 2025, the County shall be entitled to a full refund of the Open Space Funds, as provided by the terms of this Agreement. 3. Deed of Conservation Easement. a.Deadlines. The Parties agree that County shall be entitled to review and approve the form of the deed of conservation easement to be recorded against the ConservationProperty in advance of closing. The Parties anticipate that a draft deed of conservation easement shall be provided for the County’s review, comment and potential approval on or before August 1, 2025. The Parties anticipate that the County will provide comments and requested revisions to the deed of conservation easement on or before September 5, 2025. b.Completion Date:The Town shall complete the Project and close on the Conservation Easement no later than October 15, 2025 (the “Completion Date”) unless otherwise mutually agreed to in writing by the parties. c.Requirements and Terms. While the County reserves the right to require or object, in its sole discretion, to other terms or concepts within the deed of conservation easement, it shall, at a minimum, align with the general terms set forth in Exhibit C, attached hereto and incorporated by this reference, and generally meet the following requirements: i.The parties to the deed of conservation easement shall be the Town (Grantor) and Eagle Valley Land Trust (“EVLT”) or another qualified organization as defined below (Grantee), and the deed of conservation easement shall encumber all of the Conservation Property in perpetuity (the “Conservation Easement’). The Conservation Easement shall at all times be held by EVLT or another “qualified organization” as defined in I.R.C. § 170(g) that is certified by the State of Colorado to hold conservation easements for which a state tax credit is claimed, and is accredited by the Land Trust Accreditation Commission (hereinafter EVLT or another qualified organization shall be referred to as the “Land Trust”). ii.The parties anticipate that the Conservation Easement will declare conservation purposes and values that recognize natural wildlife habitat and open space and scenic enjoyment. iii.The Town shall convey all development rights associated with the Conservation Property to the Land Trust. Further, the Conservation Easement shall limit the use of the Conservation Property such that it must remain open, vegetated, undeveloped, and free of structures, except as necessary for conservation management or habitat restoration purposes as approved by the Land Trust. 160 iv.The Conservation Easement shall declare the Conservation Property will serve as a protected habitat for wildlife, ensuring that natural ecological processes occur without human interference. v.The Conservation Easement shall provide rights to the Land Trust to preserve and protect the conservation values in perpetuity, to enter upon the Conservation Property to monitor compliance with the terms of the conservation easement, to prevent activity that is inconsistent with the purpose of the conservation easement, to enforce the terms of the conservation easement, and to place signs (or natural feature such as flagstone, rock or similar) on the property that identify the lands as being protected by the conservation easement including recognition of Eagle County Open Space partnership and contribution. vi.The Conservation Easement shall acknowledge the importance of the Conservation Property to the Gore/Eagle’s Nest S2 bighorn sheep population (commonly known as the Vail bighorn sheep herd) and shall require that all land management practices support continued use of the area by this species. Any activities or uses inconsistent with these conservation objectives shall be expressly prohibited under the terms of the Conservation Easement. vii.The Conservation Easement shall refer to an approved land management plan that addresses maintenance, enforcement, signage, rules and regulations, permitted uses and habitat restoration or protection. The County will be given an opportunity to review and approve the land management plan prior to approval of the Conservation Easement. After closing, the County should be notified of any changes to the land management plan but the County’s approval of such shall not be required so long as the land management plan continues to adhere to the requirements of the Conservation Easement. Notwithstanding the foregoing, the land management plan, including any amendments thereto, will address signage that recognizes the County’s participation and the County’s approval for such signage must be requested prior to its installation. viii.The Conservation Easement shall provide the County with notice and approval rights in connection with any assignment, merger, modification, amendment or dissolution of the conservation easement at least 90 days before any such action is made final. In the event the Land Trust and the Town opt to assign, merge, modify, amend or dissolve the Conservation Easement over the County’s objection, which the County shall have the right to in its sole and exclusive discretion, the County shall be entitled to a full refund of the Open Space Funds. Such refund shall be made by the Town within 10 days of any such assignment, merger, modification amendment or dissolution without the County’s approval. ix.The Conservation Easement shall contain appropriate hold harmless provisions in favor of the County. x.The Conservation Easement shall contain the terms set forth in Exhibit C, attached hereto and incorporated herein by this reference. 161 6.Miscellaneous Provisions. a.If any part, term, or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any federal law or law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. b.Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages or the right to bring or maintain any action at law. c.No party hereto waives any immunity at law including immunity granted under the Colorado Governmental Immunities Act. d.This Agreement is intended as the complete integration of all understandings between the Parties and constitutes the entire agreement between the parties hereto. e.This Agreement may be changed or modified only by written agreement of the parties. f.Subject to the approvals that are required as set forth herein, the Parties hereto represent that all funds necessary for compliance with the terms of this Agreement have been or will be budgeted, appropriated, held in trust, and/orotherwise made available in accordance with the terms hereof. g.Any notices or other communications required or permitted to be given hereunder shall be given in writing and delivered personally, by U.S. mail, or by electronic mail to the attention of the individuals below, or to such other addresses as any party designates by written notice. Notice shall be deemed given on the date of personal delivery or electronic mailing, or five (5) days from the date of mailing by U.S. mail. Notice to Eagle County: Marcia Gilles, Open Space and Natural Resources Director PO Box 850 500 Broadway Eagle, CO 81631 marcia.gilles@eaglecounty.us Notice to Town of Eagle: Kristen Bertuglia, Environmental Sustainability Director 75 South Frontage Rd Vail, CO 81657 KBertuglia@vailgov.com 162 h.The recitals set forth above are incorporated herein by reference. IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By:______________________________ Jeanne McQueeney, Chair Attest: By: _________________________________ Becky Close Clerk to the Board TOWN OF VAIL, COLORADO, By and Through its TOWN COUNCIL By:________________________________ Travis Coggins, Mayor Attest: By: _________________________________ Town Clerk 163 EXHIBIT A Legal Description- Conservation Property TO BE CONFIRMED AND COMPLETED PRIOR TO FINAL AGREEMENT Parcel 1 (parcel# 210103301015) - Vail Village Filing 13 Tract C, Recorded November 10, 1992 at Reception No. 121932, Eagle County, Colorado. Parcel 2 (parcel# 210102301004) - Vail Village Filing 12 Tract A, Recorded November 10, 1992 at Reception No. 121932, Eagle County, Colorado. Parcel 3 (parcel# 210102403001)- East Vail Workforce Housing Subdivision Lot 1, Recorded October 12, 2017 at Reception No. 201719746, Eagle County, Colorado Parcel 4 (parcel# 210102403002) - East Vail Workforce Housing Subdivision Tract A, Recorded October 12, 2017 at Reception No. 201719746, Eagle County, Colorado 164 EXHIBIT B Map of Conservation Property 165 Exhibit C Conservation Easement Terms Prohibited or Restricted (1) Residential, Retail, Commercial or Industrial Activity. No residential, commercial, industrial or retail uses shall be allowed on the Property. (2) Recreational Uses/ Trails:The primary purpose of this conservation easement is for bighorn sheep, bighorn sheep habitat, and other wildlife habitat protections. No activities shall occur on these properties that would be to the detriment to the wildlife using these properties. This shall include impacts to their habitat, movement, solitude, etc. General recreation, developed or dispersed, and domestic animals, livestock or pets are prohibited. Grantor may not construct or establish any trails on the Property. In the event of any illegal trail establishment, Grantor shall remove trail(s) and restore vegetation. (3) Wildlife Disturbance or Harassment. Public snowmobiling or off -road vehicle use is prohibited. Harassment of wildlife by people or domestic animals is prohibited. (4) Surface Disturbance. Any new alteration to the surface of the land, including without limitation, the movement, excavation, extraction or removal of soil, sand, gravel, rock, peat and sod, or any natural watercourse, riparian area, or wetland, is prohibited. Surface disturbance associated with existing improvements or resource management shall be permitted with Grantor’s notice. (5) Non-native Species. The Grantor shall not introduce any non-native plant or animal species. (6) Subdivision. The division, subdivision or de facto division of the Property, physically, or by legal process, including partition, or by any other action (including entering into any lease or other agreement) is strictly prohibited. The Property shall be conveyed only in their entirety, and in a unified title as one (1) parcel only. (7) Roads. The Grantor shall not construct any roads. (8) Motorized Vehicles. The Grantor shall not use or allow the use of vehicles on any part of the property subject to the easement, except vehicles used only for property management purposes limited to resource management. Any portion of the Property disturbed due to the use of motor vehicles shall be restored to a condition as close to its original condition as reasonably practicable. (9) Dumping. Trash, debris, ashes, sawdust, and other non-compostable refuse may not be dumped or otherwise disposed of on the Property. 166 (10) Utilities. Except as allowed under existing utility easements, or under any additional utility easements that may be taken pursuant to an exercise of eminent domain, no new utility transmission lines shall be constructed or allowed on the Property. (11) Timber Harvesting. The Grantor does not have the right to harvest timber on the Property. (12) Raptor Nests. The Grantor will not cut or disturb any trees or other vegetation within 300 feet of any active raptor nest during the nesting season, or remove any crown trees or overstory vegetation within 300 feet of any active raptor nest at any time. However, diseased trees may be cut down and removed during the non-nesting season to abate infestations. (13) Signs and Billboards. The Grantor will not construct, maintain, or erect any signs or billboards on the Property. Small signage may be displayed to state that the Property is protected by a Conservation Easement, which will recognize Eagle County Open Space’s contribution towards the Project. The County shall have the right to approve all signage before placement. (14) Hazardous Materials. The storage, dumping or other disposal of toxic and/or hazardous materials or of non-compostable refuse on the Property is prohibited. (15) Water Pollution. The material degradation or pollution of any surface or sub-surface water on the Property is prohibited. (16) Hunting. Grantor shall not allow or permit any hunting on the property. (17)Wildlife management techniques, as defined and practiced by the Colorado Parks and Wildlife (CPW), should be allowed to occur on the property if the goal and priority is to enhance the wildlife values of the property and to better manage the wildlife species. Emphasis should be on the bighorn sheep. Any wildlife management practices proposed to occur on these parcels should be evaluated and approved by the partners (Town of Vail, Land Trust, and CPW). Reserved Rights Grantor shall conduct the uses listed below in a manner consistent with the Purpose, pursuant to Grantor's Notice and Grantee's Approval. (1) Predators. The Grantor may control or allow for control of predatory and problem animals by the appropriate use of legal control techniques. Wherever possible, all measures used for such control shall be limited in their application to specific animals which have caused a threat to persons or property; provided, however, that if it is not possible to identify a specific predatory or problem animal or when historic data indicates that a sufficient threat exists, the Grantor may use appropriate preventive control techniques. (2) Hazardous Trees. The Grantor may remove trees that constitute a hazard to persons, property or as a result of disease or insect infestation. 167 (3) Weeds. Grantor has the responsibility to control weeds in a manner consistent with state laws, subject to the following: (i) All control techniques shall be consistent with the labeled instructions of the application materials which constitute the reasonable minimum necessary to control and/or eradicate the weeds, and which reasonably minimize impacts on the Conservation Values of the Property; (ii) Aerial application on of any control is prohibited; (iii) Weed control may be through cultural, mechanical, biological or chemical methods, as appropriate for the target weed species and that does not materially adversely impact any of the Conservation Values of the Property shall be deemed consistent with the purposes of this Easement. (4) Fences. Grantor may maintain, remove, repair and replace existing fences and construct new fences anywhere on the Property, provided that the replacement of existing fences or any new fencing is wildlife friendly, and the location and design of any new fences shall facilitate the movements of wildlife across the Property and are otherwise consistent with the Purpose. (5) Wildfire and Fire Mitigation. In the event of a wildfire, any and all methods of extinguishing the fire are permissible. The proximity of the Property to the Wildland Urban Interface (WUI) does mean that from time to time mitigation operations, via mechanical or prescribed fire, may be necessary to deploy as a means to abate threats to person or property and maintain fire breaks to change on-the-ground fuel load conditions, such operations that do not materially adversely impact the Conservation Values of the Property shall be deemed consistent with the purposes of this Easement. Fire mitigation activities shall be conducted with the coordination and approval of the TOV and the Land Trust. (6) Educational Programming. As long as the educational experience is consistent with the purpose of the conservation easement, with permission from the Town and the Land Trust , affiliates may conduct limited educational visits for the purposes of the demonstration of healthy habitat, wildlife, and open space program education, so long as any such educational programming is consistent with the purpose and is tailored to avoid all disturbance and impacts to wildlife and wildlife habitat. 168 AGENDA ITEM NO. 7.4 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Resolution AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Resolution No. 15, Series of 2025, A Resolution of the Vail Town Council Appointing Courtney Holm as the Town's Municipal Judge and Approving an Associated Agreement SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 16, Series of 2025. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Resolution No. 15 - Appointing Municipal Judge Attachment A. Municipal Judge Services Agreement 169 1 RESOLUTION NO. 15 Series of 2025 A RESOLUTION OF THE VAIL TOWN COUNCIL APPOINTING COURTNEY HOLM AS THE TOWN'S MUNICIPAL JUDGE AND APPROVING AN ASSOCIATED AGREEMENT WHEREAS, the Town Council desires to appoint Courtney Holm to the office of Municipal Judge; and WHEREAS, Courtney Holm desires to accept such appointment. NOW THEREFORE BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL: Section 1.Pursuant to § 7.2 of the Vail Home Rule Charter and § 1-9-6 of the Vail Town Code, the Town Council hereby appoints Courtney Holm to the office of Municipal Judge for the Town. Section 2.The appointment shall be for a two-year term, commencing on April 1, 2025 and continuing through March 31, 2027. Section 3.The Municipal Judge Services Agreement (the "Agreement") is hereby approved in substantially the form attached hereto, subject to final approval by the Town Attorney. Upon such approval, the Town Manager is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ, APPROVED AND ADOPTED THIS 1st DAY OF April, 2025. ________________________________ Travis Coggin, Mayor ATTEST: ______________________________ Stephanie Johnson, Acting Town Clerk 170 1 3/27/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@9409A1A0\@BCL@9409A1A0.DOCX MUNICIPAL JUDGE SERVICES AGREEMENT THIS MUNICIPAL JUDGE SERVICES AGREEMENT (the "Agreement") is made and entered into this 1st day of April, 2025 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipal corporation with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town"), and Courtney Holm, an individual with an address of P.O. Box 4460, Edwards, CO 81632 ("Judge Holm") (each a "Party" and collectively the "Parties"). WHEREAS, the Vail Town Council has determined to appoint Judge Holm as the Town's Municipal Judge pursuant to § 7.2 of the Vail Home Rule Charter and § 1-9-6 of the Vail Town Code; and WHEREAS, Judge Holm desires to accept the appointment as Municipal Judge and the salary contained herein. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.Term. Judge Holm is hereby appointed for a two-year term, commencing on April 1, 2025 and continuing through March 31, 2027. 2.Duties. Judge Holm shall preside as the Municipal Judge over regular and special sessions of the Vail Municipal Court, pursuant to Chapter 9 of Title 1 of the Vail Town Code and state law. 3.Compensation. Judge Holm shall be compensated at a rate of $3,000 per month, and shall also receive a complementary golf pass for the Vail Golf Club, located at 1770 Suburst Drive, Vail, CO 81657. 4.Other Covenants. Judge Holm's performance and salary may be reviewed by the Town Council at the Town Council’s discretion. Pursuant to § 7.2 of the Vail Home Rule Charter and state law, Judge Holm may only be removed for cause. 5.Miscellaneous. Nothing herein shall be deemed to create any terms, conditions or obligations in addition to those provided for in the Vail Home Rule Charter or state law, nor is anything herein intended to change the nature of the Municipal Judge position as an appointed position under the Vail Home Rule Charter and state law. This Agreement is simply intended to memorialize the term and salary of the Municipal Judge. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. 171 2 3/27/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@9409A1A0\@BCL@9409A1A0.DOCX TOWN OF VAIL, COLORADO ________________________________ Russell Forrest, Town Manager ATTEST: _______________________________ Stephanie Johnson, Acting Town Clerk JUDGE ________________________________ Courtney Holm 172 AGENDA ITEM NO. 7.5 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Kristen Bertuglia, Environmental Sustainability ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Eagle Valley Land Trust Engagement SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Eagle Valley Land Trust for the Vail Bighorn Preserve, in an amount not to exceed $84,705.00, toward the securing of a conservation easement. PRESENTER(S):Kristen Bertuglia VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Engagement Letter Vail Bighorn Preserve Attachment A. Landowner Packet 2-05-2025 173 February 11, 2025 Kristen Bertuglia Town of Vail 75 South Frontage Road Vail, Colorado 81657 RE: Engagement Letter Dear Kristen, The staff and board of Eagle Valley Land Trust (EVLT) are pleased that you are interested in proceeding with a conservation easement on your land. This letter confirms that EVLT will coordinate and accept a conservation easement on 146.872 acres, known locally as the Vail Bighorn Preserve, and that is located along Bald Mountain Road and North Frontage Road East in Eagle County, Colorado. The strategy for this conservation project is anticipated to be through the donation of a conservation easement held by EVLT with terms acceptable to the Town of Vail. We agree that the goal of this project is to permanently conserve the property and its conservation values of relatively natural habitat and open space scenic attributes. The process for completing this transaction is outlined “Conservation Easement Process Overview – Donated Conservation Easements” starting on page 7 of the attached Landowner Packet. Please note that the legal requirements for donating a conservation easement to EVLT mirror the requirements for any perpetual conservation easement. The 146.872 acres associated with the Vail Bighorn Preserve project has met the requirements of EVLT guidelines for the acceptance of an easement and has been approved by our board of directors. An explanation of EVLT’s “Project Selection Criteria and Evaluation Form” can also be found in the attached Landowner Packet starting page 27. In order to grant the conservation easement there are a few documents that are required to secure for your project transaction, including a baseline report and a title commitment and policy. A transaction cost worksheet is included on page 3 of this letter to assist in your understanding of documentation costs and responsibilities related to this transaction. We also recommend that you seek independent legal and financial counsel throughout the process of conserving your land. By your execution of this letter, you agree to pay all costs incurred and associated with the execution of the overall conservation project, even if you decide not to proceed. The costs for this project include a base project fee of $12,500. Please see “Costs and Benefits of Conservation Easements”, which starts on page 22 of the attached Landowner Packet for an explanation of our total project fees as well as all other associated transaction costs. By accepting a conservation easement, EVLT agrees to monitor, and enforce if necessary, the terms of the easement in perpetuity. In order to fund this perpetual obligation, the land trust has created two funds – one for stewardship (to fund on-going costs such as annual monitoring) and one for legal defense of the easement. Upon the grant of a conservation easement, you will make a contribution to EVLT for our Stewardship Fund and Conservation Defense Fund as described in “Costs and Benefits of Conservation Easements”, which starts on page 24 of the attached Landowner Packet. This will allow us to preserve your property in perpetuity pursuant to the conservation easement. Eagle Valley Land Trust | 33601 US Highway 6 | Edwards, CO 81632 | 970-748-7654 | www.evlt.org 174 By signing this letter and returning it with your initial $5,000 payment towards EVLT’s base project fee, you will be authorizing us to continue work on the project. Please keep a copy of the letter for your records. Additionally, projects such as these allow opportunities for fundraising activities that further EVLT’s mission and you hereby consent to such activities including announcing the project in the newspaper, EVLT’s social media channels, special mailings and securing general operating funding from grants and other public funding sources that may be attributed to this project. Acceptance of the conservation easement has been approved by the EVLT board of directors. This approval was subject to you paying all costs and fees. The intended duration of this letter shall be six months. The terms of this letter shall expire if not signed within 30 days of the date of the letter. Thanks to you, together we will create a permanent legacy of conservation that will be appreciated and enjoyed by future generations. We look forward to working with you! Sincerely, Jessica Foulis Executive Director We/I have read and agree to the above letter. We/I wish to proceed with the project with EVLT, though I understand that I am in no way bound by this engagement letter to complete this project. By:_____________________________________ ________ Date Enclosures: EVLT Landowner Packet Eagle Valley Land Trust | P.O. Box 3016 | Edwards, CO 81632 | 970-748-7654 | www.evlt.org Page 2 of 2 175 Transac on Cost Es mates for Vail Bighorn Preserve Project - Conserva on Easement in perpetuity Item Budget Paid By Paid to Due date Stewardship Endowment $37,264.00 landowner EVLT at closing Legal Defense $2,941.00 landowner EVLT at closing Title Research & Closing Costs $4,000.00 landowner tle company at closing Appraisal $0.00 N/A Mineral Report $3,000.00 landowner report preparer upon delivery Baseline Report $9,000.00 landowner report preparer upon delivery Water Report $0.00 N/A Environmental Report $0.00 N/A upon delivery Surveys $0.00 N/A upon delivery Colorado Tax Credit Applica on Fee $0.00 N/A at filing Landowner Legal, Tax, Financial Advisor Fees - Es mated $8,000.00 landowner experts upon delivery EVLT Legal and Expert Fees $8,000.00 landowner EVLT at closing EVLT Project Fee $12,500.00 landowner EVLT at closing Total* $84,705.00 Eagle Valley Land Trust | P.O. Box 3016 | Edwards, CO 81632 | 970-748-7654 | www.evlt.org Page 3 of 3 176 1 LANDOWNER INFORMATION PACKET 177 2 Dear Landowner: Thank you for your interest in learning about the Eagle Valley Land Trust (EVLT) and its land conservation program. As you may know, Eagle Valley Land Trust has a very strong mission that aims to conserve wildlife habitat and open space to preserve the rural character of our community. One way this can be accomplished is through agreements (called conservation easements) with willing landowners who want their properties to remain in essentially their current condition, and protect existing or potential revenue streams. Another way is to assist you in selling your property to a conservation-minded buyer or to a public agency for conservation purposes. If you are interested in conserving your property, you may qualify for state and/or federal tax benefits. More information about EVLT’s conservation program can be found in the attached documents. Enclosed or attached you will find several documents detailing EVLT’s conservation easement program as well as the possible tax benefits. For more information about the conservation easement tax credit, please visit a tax broker’s websites (eg. http:// www.taxcreditconnection.com, Conservation Tax Transfer - Conservation Tax Credit Transfer). This is an important decision for you and your family - we strongly encourage landowners to seek legal, financial and tax advice from qualified independent professionals before proceeding with any conservation transaction, including the conveyance of a conservation easement to EVLT, and EVLT makes no representations, implied or otherwise, as to the tax treatment a transaction may receive. We would be happy to discuss the details of the enclosed materials and our program, so please contact me if you have any questions or would like to discuss this idea further. Thank you for your time. Sincerely, Jessica Foulis Executive Director Enclosures: • An Introduction to Eagle Valley Land Trust and Conservation Easements • Conservation Project Flow Chart • Conservation Easement Process Overview - Donated Conservation Easement • Conservation Easement Process Overview - Bargain Sale • Costs and Benefits of Conservation Easements • Eagle Valley Land Trust Project Selection Criteria and Evaluation Form INTRODUCTION 178 3 WHAT IS A CONSERVATION EASEMENT? Conservation easements are voluntary agreements between landowners and a qualified conservation organization that permanently protect specific conservation values and limit development and subdivision of properties. Easements are permanent and stay with the land through any and all conveyances of the property. Each easement is unique and is tailored to the specific landowner and the conservation values on the property. Examples of conservation values include wildlife habitat, open space, agricultural lands, public access and education, scenic vistas, and historic properties. While conservation easements restrict development and subdivision, they do not restrict the landowner’s ability to continue to use the land for traditional uses, including grazing, crop production, hunting, fishing, and low impact recreation. Conservation easements do not require public access. WHO OWNS THE LAND AFTER A CONSERVATION EASEMENT IS CONVEYED? The landowner retains ownership of the property after a conservation easement is conveyed. The conservation easement conveys only certain rights to the designated Grantee, the other party to the agreement, usually a land trust. The rights that are conveyed can include the right to develop or subdivide - these rights are then extinguished. WHAT RIGHTS ARE TYPICALLY RETAINED BY THE LANDOWNER AFTER A CONSERVATION EASEMENT IS CONVEYED? The landowner retains full ownership of the property, including, but not limited to, the right to sell, lease, convey, or otherwise transfer the property; the right to continue existing agricultural operations or customary enterprises; and the right to control access. HOW LONG DOES A CONSERVATION EASEMENT ENCUMBER A PROPERTY? Conservation easements are perpetual documents and will encumber the property forever, regardless of ownership. INTRODUCTION TO EVLT AND CONSERVATION EASEMENTS EVLT’S APPROACH TO CONSERVATION Eagle Valley Land Trust partners with willing landowners to support their efforts to conserve the lands we love forever. We are proud to work with a variety of entities including private landowners, local government, and local nonprofits. EVLT is your local land trust - we are members of this community here to support landowners like you who own, manage, and steward the land and its natural resources including wildlife habitat, agricultural land, and open space. CONSERVATION EASEMENT 101 What you should know before you get started INTRODUCTION 179 4 WHO CAN HOLD A CONSERVATION EASEMENT? In order for the landowner to realize tax and financial benefits, they must work with a Grantee that is accredited by the Land Trust Alliance (LTA) and certified by the State to hold Conservation Easements. EVLT is a 501(c)3 independent nonprofit land trust that is accredited by LTA and certified by the state to hold conservation easements - we are the only local organization serving the greater Eagle County area. WHAT ARE THE BENEFITS OF A CONSERVATION EASEMENT? Conserving the Lands We Love Forever Conservation easements ensure the lands we love and depend on will always be available for agricultural production, wildlife habitat, and scenic open spaces. These agreements can help to conserve a landowner’s legacy into the future and ensure future generations have clean air and water, as well as the breathtaking views we enjoy today. Conserving land with a conservation easement can help to maintain economic viability in our community by stabilizing and promoting agriculture and the businesses that support agriculture - one of the drivers of our local economy. Easements also serve to help communities to work together to perpetuate the natural resources, open space, wildlife habitat, and scenery that drive our local recreation and tourism economy. Financial and Tax Incentives Landowners who sell or donate development rights through perpetual conservation easements may be eligible for certain financial and tax benefits through direct cash payments, federal income tax deductions, additional estate tax exemptions, and transferrable state income tax credits. Proceeds from direct cash payments and/or sale of transferable state tax credits may help landowners reinvest in their property or save for long term expenses. Conservation easements also reduce the value of the land, which may make it easier to transfer the land to the next generation. HOW MUCH DOES IT COST TO CONVEY A CONSERVATION EASEMENT? Depending on the transaction, the conveyance of a conservation easement may cost between $75,000 and $175,000 per transaction. Transaction cost assistance may be available, ask EVLT staff for details. WHAT EFFECT DOES A CONSERVATION EASEMENT HAVE ON THE VALUE OF THE PROPERTY? A conservation easement will typically reduce the value of a property between 25% and 65%, depending on the terms of the conservation easement. WHAT IS EVLT’S RELATIONSHIP WITH LOCAL GOVERNMENTS? EVLT is a private nonprofit organization. While our local community leaders also care about permanently conserving important lands to benefit the public, EVLT has no formal relationship with local government agencies. However, EVLT can partner with local governments. For example, EVLT may partner with Eagle County on conservation projects that utilize the County’s Open Space Fund. INTRODUCTION 180 5 LAND CONSERVATION PROJECT FLOW CHART Eagle Valley Land Trust has several tools in our toolbox to support landowners in the conservation and stewardship of your land. For the purposes of this document, the following terms are defined as: Conservation: ensuring the property will remain in its current state, and the conservation values are protected, forever. Stewardship: supporting landowners in protecting, improving and promoting conservation values through on the ground projects. The flow charts below provide an overview of the options available through EVLT. Please reach out to stewardship@evlt.org with any questions you may have. CONSERVATION PROJECT FLOW CHART 181 6 LAND STEWARDSHIP PROJECT FLOW CHART CONSERVATION PROJECT FLOW CHART 182 7 IMPORTANT NOTES REGARDING PROCESS Timeline: It typically takes a minimum of 9-18 months after EVLT Board approval and a Letter of Engagement signing to go through the process of developing and completing a conservation easement donation. Landowner Legal Counsel: EVLT strongly encourages landowners to retain independent legal representation to assist in negotiating and reviewing conservation easement documentation on the landowners’ behalf. This is a big decision, and EVLT wants every landowner to fully understand the legal ramifications associated with a perpetual conservation easement. Landowner Financial Advisor: Conservation Easements have significant financial and tax ramifications. EVLT strongly encourages landowners to retain independent financial advice. EVLT wants every landowner to fully understand all of the financial aspects associated with granting a conservation easement. STEPS TO COMPLETING A DONATED CONSERVATION EASEMENT TRANSACTION 1. Contact EVLT and Request a Landowner Information Packet and Landowner Application EVLT’s work is predicated on private property rights, and we respect your privacy. Therefore, we are not in the business of soliciting conservation projects. Interested landowners must make the initial contact to notify EVLT of their interest in conservation and to request an information packet and application. The information packet includes information about EVLT and conservation easements. If, after reviewing the packet,, a landowner is interested in having further conversations with EVLT about a potential conservation easement, the landowner must contact EVLT. 2. Landowner Application The Landowner Application should be completed by the landowner and submitted to EVLT for review. EVLT will also provide a proforma with provides estimated costs and financial benefits. NOTE: Typically, a donated conservation easement will cost between $75,000 and $150,000 to complete. 3. Site Visit After reviewing the Landowner Application, EVLT staff will determine if the project meets EVLT’s Project Criteria. If the project is determined to meet the Project Criteria, EVLT staff will work with the landowner to establish a time for EVLT staff and board members to visit the property and further evaluate the conservation values. The site visit is used to gather CONSERVATION EASEMENT PROCESS OVERVIEW DONATED CONSERVATION EASEMENTS DONATED CONSERVATION EASEMENTS 183 8 additional information about the property and further assess its consistency with EVLT’s Project Criteria. 4. Project Approval from the Board of Directors EVLT staff will use information gathered from the Landowner Application and site visit to prepare a Project Evaluation and Board Approval form and formal presentation to the EVLT Stewardship and Projects Committee. Upon review of the project, the EVLT Stewardship and Projects Committee will either seek additional information, or provide a formal recommendation to the full Board. The full Board will then review the project. Upon formal Board approval, EVLT will send the landowner an engagement letter. Following receipt of the signed engagement letter and a nonrefundable project fee deposit (which will be applied to the project fee), EVLT staff and the landowner will begin the process of ordering the required due diligence and negotiating the terms of the conservation easement. NOTE: EVLT strongly recommends that the landowner hire independent legal counsel to assist in negotiating and reviewing the conservation easement immediately following formal Board approval. 5. Due Diligence The following four (4) due diligence reports need to be completed prior to conveying a conservation easement: A. Appraisal: An independent qualified conservation easement appraisal must be prepared to determine the value of the conservation easement. NOTE: A standard land appraisal will not qualify for conveyance of a conservation easement. The value of the conservation easement is what determines financial benefits. B. Mineral Remoteness Letter: Federal law required a Mineral Remoteness Assessment be completed in all instances where the mineral estate has been severed and is owned separate from the surface estate. The mineral report must be completed by a professional geologist and must conclude that the likelihood of surface mining is “so remote as to be negligible.” C. Baseline Inventory Report: Federal law requires that a Baseline Inventory Report that documents the property’s conservation values, natural resources, and current condition be completed. This report is used by EVLT staff to carry out our perpetual stewardship obligations. D. Title Work: EVLT will review the property’s chain of title and examine all exceptions to the title. EVLT will order title of the property from a title company that operates in the area. If the property is subject to any deeds of trust and the landowner does not plan to pay those off prior to closing, the landowner and EVLT will work with the lender to have the lender subordinate the deed of trust to the conservation easement. The consent and subordination agreement will be attached to the deed of conservation easement. It is important to determine how many deeds of trust will be addressed as early in the process as possible as lenders often require a significant amount of time to review subordination requests. 6. Conservation Easement Drafting EVLT staff and counsel, along with the landowner and landowners’ counsel will draft the deed of conservation easement. The initial drafting will be based off EVLT’s conservation easement template. EVLT’s conservation easement template is available for review, as is an explanation of required conservation easement language from LTA. The deed of conservation easement DONATED CONSERVATION EASEMENTS 184 9 will be tailored to fit the specific characteristics and conservation values of the property, and the needs of the landowner. Negotiating the terms of the conservation easement can be complex and time consuming. It is essential that EVLT and the landowner fully agree on all of the terms of the deed of conservation easement at the end of the negotiation. 7. Easement Approval from the EVLT Board of Directors Once the conservation easement has been fully negotiated, the EVLT Board of Directors will review it for their approval. Once the Board has formally approved the deed of conservation easement, EVLT and the landowner may proceed to closing and recording. 8. Closing and Recording Closing will be handled through a title company that will ensure the deed of conservation easement is signed by all parties. The signed deed of conservation easement will be recorded in the county records by the title company. The title company will then issue a title policy on the conservation easement interest to EVLT. 9. Secure a Tax Credit Broker EVLT strongly encourages landowners who desire to sell their conservation easement tax credits to work with a reputable conservation easement tax credit broker. EVLT will provide a list of individuals who specialize in this work. 10. Working with the Broker to sell your Tax Credits: Following closing and recording, the landowner and EVLT staff will work cooperatively with the tax credit broker to complete all necessary forms and applications related to the issuance and sale of conservation easement tax credits. Once the Division of Conservation receives the completed tax credit application, it has 120 days to review all of the documents and issue the credits or request additional information. EVLT has developed a flow chart to assist landowners in learning about the process of conveying a donated conservation easement. See below Please don’t hesitate to contact EVLT staff (970) 748-7654 with any questions you have about the process for donating a conservation easement. DONATED CONSERVATION EASEMENTS 185 10 STEP 1: PRE-PROJECT PHASE DONATED CONSERVATION EASEMENTS 186 11 STEP 2: DUE DILIGENCE AND EASEMENT DRAFTING PROCESS DONATED CONSERVATION EASEMENTS 187 12 STEP 3: CLOSING PROCESS DONATED CONSERVATION EASEMENTS STEP 4: POST CLOSING PROCESS 188 13 This document outlines the general process of conveying a bargain sale conservation easement to EVLT. A bargain sale is a conservation easement transaction where the landowner sells a portion of the value of the conservation easement to EVLT and donates any remaining value. The landowner may be compensated for the donated component through tax benefits. EVLT raises money from various public and private sources to pay for the purchase component of a bargain sale. IMPORTANT NOTES REGARDING PROCESS Properties that Qualify for Funding: Various public entities (federal and state agencies and county programs) and private foundations make funding available for conservation projects. Not every property will qualify for funding. Funding sources are limited, and money is directed towards priorities of each respective funder. Each funding source has its own priorities, restrictions and interests. These funding priorities vary and frequently include specific wildlife habitats, riparian areas, and public access. While the priorities vary, most funders consider the urgency of the project and the threats to the property. EVLT strives to submit projects that will compete well in highly competitive rounds. Matching Requirements: Most funding sources require that their funding is leveraged with other sources of cash as well as a landowner donation. Typically, a conservation easement funder will fund approximately 25% of a bargain sale transaction. That 25% will be matched with cash from another funding entity bringing the total purchase component of the transaction somewhere close to 50% of the total value of the conservation easement. The remaining 50% of the value of the conservation easement is typically donated by the landowner who may be eligible to receive federal and state tax incentives (i.e. federal tax deductions, estate tax incentives, and Colorado state income tax credits.) Additional Restrictions: Funding almost always comes with strings attached. Most funding sources will require additional restrictions to be placed in the deed of conservation easement. These restrictions can vary from management plans to additional limitations to use of the property beyond what is required by federal and state law to create a qualified conservation easement. As a landowner, it is important for you to consider in advance if these restrictions are palatable before pursuing the funding source. Typical Funding Sources: EVLT works with a variety of funders including, but not limited to, Great Outdoors Colorado (GOCO), Colorado Parks and Wildlife (CPW), Eagle County Open Space (ECOS), private foundations, and individual funders. Timeline: It typically takes a minimum of two (2) to five (5) years after EVLT Board approval and Letter of Engagement signing to go through the process of developing and completing a bargain sale conservation easement. Landowner Legal Counsel: EVLT strongly encourages landowners to retain independent legal CONSERVATION EASEMENT PROCESS OVERVIEW BARGAIN SALE BARGAIN SALE 189 14 representation to assist in negotiating and reviewing conservation easement documentation on the landowners’ behalf. This is a big decision, and EVLT wants every landowner to fully understand the legal ramifications associated with a perpetual conservation easement. Landowner Financial Advisor: Conservation Easements have significant financial and tax ramifications. EVLT strongly encourages landowners to retain independent financial advice. EVLT wants every landowner to fully understand all of the financial aspects associated with granting a conservation easement. STEPS TO COMPLETING A BARGAIN SALE CONSERVATION EASEMENT TRANSACTION 1. Contact EVLT and Request a Landowner Information Packet and Landowner Application EVLT’s work is predicated on private property rights, and we respect your privacy. Therefore, we are not in the business of soliciting conservation projects. Interested landowners must make the initial contact to notify EVLT of their interest in conservation and to request an information packet and application. The information packet includes information about EVLT and conservation easements. If, after reviewing the packet, a landowner is interested in having further conversations with EVLT about a potential conservation easement, the landowner must contact EVLT. 2. Landowner Application The Landowner Application should be completed by the landowner and submitted to EVLT for review. EVLT will also provide a proforma that provides estimated costs and financial benefits. NOTE: Typically, a bargain sale conservation easement will cost between $90,000 and $175,000 to complete. 3. Site Visit After reviewing the Landowner Application, EVLT staff will determine if the project meets EVLT’s Project Criteria. If the project is determined to mee the Project Criteria, EVLT staff will work with the landowner to establish a time for EVLT staff and board members to visit the property and further evaluate the conservation values. The site visit is used to gather additional information about the property and further assess its consistency with EVLT’s Project Criteria. The site visit will also be used to discuss and evaluate possible funding opportunities that may be available. 4. Discussion of Funding Opportunities EVLT will be able to discuss various funding opportunities that may be available. The likelihood of securing funding, the timeline, and what additional restrictions each funding entity will require. 5. Project Approval from the Board of Directors EVLT staff will use information gathered from the Landowner Application and site visit to prepare a Project Evaluation and Board Approval form and formal presentation to the EVLT Stewardship and Projects Committee. Upon review of the project, the EVLT Stewardship and Projects Committee will either seek additional information, or provide a formal recommendation to the full Board. The full Board will then review the project. Upon formal Board approval, EVLT will send the landowner an engagement letter. Following receipt of the signed engagement letter and a nonrefundable project fee deposit (which will be applied to the project fee), EVLT staff and the landowner will begin the process of ordering the required due diligence and negotiating the terms of the conservation easement. BARGAIN SALE 190 15 NOTE: EVLT strongly recommends that the landowner hire independent legal counsel to assist in negotiating and reviewing the conservation easement immediately following formal Board approval. 6. Option Agreement Funders often require an Option Agreement to purchase the conservation easement be in place prior to awarding funding. The Option Agreement will be negotiated between EVLT and the landowner and will outline the basic parameters of the transaction, funding expectations, timing, and project management expectations. NOTE: Unlike standard Option Agreements, EVLT is not able to pay consideration to secure Option of the property. The Option Agreement will prohibit the landowner from selling the property or making significant alterations to the property during the Option Period. 7. Applying for Funding EVLT will begin to work on securing the required funding to purchase a proportion of the conservation easement. Funding applications are time consuming and complicated documents to prepare. Completing the funding applications requires significant time and investment from both the landowner and EVLT staff. NOTE: Funding is never guaranteed. Funding opportunities are competitive and funders typically do not have enough money to award all requests. 8. Due Diligence The following four (4) due diligence reports need to be completed prior to conveying a conservation easement: A. Appraisal: An independent qualified conservation easement appraisal must be prepared to determine the value of the conservation easement. NOTE: A standard land appraisal will not qualify for conveyance of a conservation easement. The value of the conservation easement is what determines financial benefits. B. Mineral Remoteness Letter: Federal law required a Mineral Remoteness Assessment be completed in all instances where the mineral estate has been severed and is owned separate from the surface estate. The mineral report must be completed by a professional geologist and must conclude that the likelihood of surface mining is “so remote as to be negligible”. C. Baseline Inventory Report: Federal law requires that a Baseline Inventory Report that documents the property’s conservation values, natural resources, and current condition be completed. This report is used by EVLT staff to carry out our perpetual stewardship obligations. D. Title Work: EVLT will review the property’s chain of title and examine all exceptions to the title. EVLT will order title of the property from a title company that operates in the area. If the property is subject to any deeds of trust and the landowner does not plan to pay those off prior to closing, the landowner and EVLt will work with the lender to have the lender subordinate the deed of trust to the conservation easement. The consent and subordination agreement will be attached to the deed of conservation easement. It is important to determine how many deeds of trust will be addressed as early in the process as possible as lenders often require a significant amount of time to review subordination requests. 9. Conservation Easement Drafting BARGAIN SALE 191 16 EVLT staff and counsel, along with the landowner and landowners’ counsel will draft the deed of conservation easement. The initial drafting will be based off EVLT’s conservation easement template. EVLT’s conservation easement template is available for review, as is an explanation of required conservation easement language from LTA. The deed of conservation easement will be tailored to fit the specific characteristics and conservation values of the property, as well as the needs of the landowner. Negotiating the terms of the conservation easement can be complex and time consuming. It is essential that EVLT and the landowner fully agree on all of the terms of the deed of conservation easement at the end of the negotiation. 10. Funder Review Funders are required to review and approve all due diligence reports, title, and the deed of conservation easement. Funder review does take a long time and can cause frustration for the landowner and EVLT. However, the funder review process is essential to completing the project and obtaining funding. 11. Easement Approval from the EVLT Board of Directors Once the conservation easement has been fully negotiated, the EVLT Board of Directors will review it for their approval. Once the Board has formally approved the deed of conservation easement, EVLT and the landowner may proceed to closing and recording. 12. Closing and Recording Closing will be handled through a title company that will ensure the deed of conservation easement is property signed by all parties. The signed deed of conservation easement will be recorded in the county records by the title company. The title company will then issue a title policy on the conservation easement interest to EVLT. 13. Secure a Tax Credit Broker EVLT strongly encourages landowners who desire to sell their conservation easement tax credits to work with a reputable conservation easement tax credit broker. EVLT will provide a list of individuals who specialize in this work. 14. Working with the Broker to sell your Tax Credits Following closing and recording, the landowner and EVLT staff will work cooperatively with the tax credit broker to complete all necessary forms and applications related to the issuance and sale of conservation easement tax credits. Once the Division of Conservation receives the completed tax credit application, it has 120 days to review all of the documents and issue the credits or request additional information. EVLT has developed a flow chart to assist landowners in learning about the process of conveying a bargain sale conservation easement. See below Please don’t hesitate to contact EVLT staff (970) 748-7654 with any questions you have about the process for donating a conservation easement. This is a big decision and a complicated process, we are here to help. BARGAIN SALE 192 17 STEP 1: PRE-PROJECT PHASE BARGAIN SALE 193 18 STEP 2: FUNDRAISING PROCESS BARGAIN SALE 194 19 STEP 3: DUE DILIGENCE AND EASEMENT DRAFTING PROCESS BARGAIN SALE 195 20 STEP 4: CLOSING PROCESS BARGAIN SALE STEP 5: POST CLOSING PROCESS 196 21 Conveying a conservation easement on your property has both intrinsic and financial benefits for you, your family and your community. Several governmental entities (federal, state, and local) and private organizations have established financial incentives to encourage landowners to conserve their lands. These incentives include cash payments and various tax incentives that landowners can use to diversify or expand operations, pay down debt, pay expenses, and save for retirement. This document provides an overview of both the financial and non-financial benefits and the costs of conveying a conservation easement. Benefits - Financial There are five (5) types of financial benefits that can come from a conveyance of a conservation easement, (1) federal tax deductions; (2) Colorado state income tax credits; (3) estate tax benefits; (4) property tax benefits; and occasionally, (5) cash payments. Each financial benefit is detailed below. Federal Tax Deduction The donation of a conservation easement may be treated as a charitable gift, making the value of the conservation easement tax deductible. The federal charitable tax deduction for the donation of a conservation easement is reduced by the value of any state tax credits received. After that reduction, you are allowed to deduct the donated amount up to 50% (100% for qualified farmers and ranchers)of your adjusted gross income, with a fifteen (15) year carry-forward period. If you receive state tax credits for 90% of the donated value of the conservation easement, the federal charitable deduction may only be the remaining 10% of donated value. Colorado State Income Tax Benefits Qualified private property owners from Colorado may be eligible for transferable tax credits for all or a portion of the conservation easement value. The conservation easement value is determined by a qualified appraiser. The value of the tax credits are 90% of the conservation easement value. The maximum owners can receive is $5M in credits, which can only be distributed in increments of up to $1.5M annually. Owners can then (1) apply the conservation tax credit against their state income liability; (2) transfer (sell) the tax credit to another taxpayer that needs it for their state income tax liability; or (3) claim a cash refund from the state in revenue positive years. Any portion of the tax credit not used in the year of donation can be used in the 20 years succeeding income tax years. No additional credits can be claimed until the original grantor or transferee have used or forfeited tax credits prior to 2014. There is an overall $50 million dollar cap per year for the tax credits. If the cap is exceeded, the landowner will receive a tax credit for a future year. Typically, tax credits are received 4 months after a complete application is submitted to the Division of Conservation, which is usually 5-6 months after the easement is recorded. Tax credit certification requires review by the State prior to generating any credits. NOTE: Landowners should sell conservation easement tax credits through a reputable tax credit broker. Brokers work throughout the year to identify buyers and match them with sellers. The sale of a tax credit generates taxable income. COSTS AND BENEFITS OF OF CONSERVATION EASEMENTS COSTS AND BENEFITS OF CONSERVATION EASEMENTS 197 22 Updates resulting from Senate Bill 24-126 1. The credit is now refundable in TABOR and non-TABOR years. Starting in 2027, landowners can claim up to $200,000 as a refund. 2. The credit percentage (the value of the tax credit as a percentage of the conservation easement value, as determined by a qualified appraisal) will decrease from 90% to 80% (of the conservation easement value) on January 2, 2027. This means you have 2 years to take advantage of the best incentives for conservation we have ever seen. Estate Tax Benefits When a conservation easement is placed on a property, most often the property value will be decreased and this will decrease the taxable value of the deceased’s estate. In addition, if the easement qualifies under certain provisions of the Internal Revenue Code, then 40% of the property value remaining after the granting of an easement can be excluded from the value of the estate, up to a maximum exclusion of $500,000. Property Tax Benefits If the property is being taxed at the agricultural rate at the time the easement is placed, the landowner may continue to receive the favorable agricultural tax treatment even if agricultural production is discontinued in the future. Cash Payments Occasionally, EVLT can raise money from public and private funding sources to purchase a portion of a conservation easement with cash. The cash is received by the landowner at closing. This is known as a bargain sale conservation easement conveyance. Typically, 50% of the value of the easement is purchased in a bargain sale transaction. The remaining 50% is treated as a donation and compensated through the various tax benefits described above. Benefits - Non-Financial Landowners have different reasons for deciding to encumber their land with a conservation easement. Many of these reasons have nothing to do with the financial benefits described above and have everything to do with the landowner’s conservation ethic and the love of their land. Intrinsic benefits include the preservation of beautiful scenic vistas and our western heritage, fertile agricultural lands and water resources, as well as critical wildlife habitat and the animals who share the land as home. Conservation easements can also help to conserve a family’s legacy and prevent family disputes over what to do with property and provide the next generation an opportunity to participate in and enjoy our western heritage. Costs - Financial The conveyance of a conservation easement requires the following reports to be produced: 1. A baseline inventory report documenting the current condition of the property 2. An appraisal to determine the value of the conservation easement 3. Mineral remoteness assessment to determine the likelihood of mineral extraction 4. Title work 5. In some circumstances a. An environmental assessment b. A water report if irrigation water rights are encumbered by the conservation easement. COSTS AND BENEFITS OF CONSERVATION EASEMENTS 198 23 In addition to the costs of these documents, there are other fees associated with the conveyance of a conservation easement including a project coordination fee, stewardship and legal defense endowment contributions, and various legal fees. Together, these fees typically range from $75,000 to $175,000, depending on the project. Bargain sale transactions are generally more expensive due to the increased complexity involved with funders and the additional due diligence requirements. A breakdown of transaction costs associated with a conservation easement is provided below. NOTE Landowners contemplating a conservation easement should also know that conservation easements can make it more difficult to obtain a mortgage. Landowners should consult with their banks/ lenders to determine how they would handle a subsequent mortgage on a parcel of land encumbered by a conservation easement. COSTS AND BENEFITS OF CONSERVATION EASEMENTS 199 24 SERVICE AMOUNT NOTES Title services and closing costs $2,500-$10,000 Due at closing Conservation Easement Appraisal $14,000-$35,000 Required by IRS for obtaining tax incentives. Due upon report completion. Baseline Inventory $5,000-$12,000 Required by IRS for obtaining tax incentives. Due upon report completion. Mineral Report $1,000-$3,000 Required if the landowner does not own all of the mineral rights. Due upon report completion. Water Report $0-$2,000 Required if all or a portion of the property is irrigated. Due upon report completion. Environmental Assessment $2,000-$6,000 Environmental reports are generally only required when there are potential environmental hazards on the site or in a bargain sale situation with the report is a condition of funding. Due upon report completion. EVLT Stewardship Endowment $20,000-$33,000 This fee may be increased for additional risk factors. Due at closing. EVLT Legal Defense Fund $3,000-$8,000 This fee may be increased for additional risk factors. Due at closing. EVLT Project Coordination Fee Donated: 1% of gross tax credit value, minimum $10,000, +$2,500 per funding request, Bargain Sale 5% of funds raised, minimum $15,000 Due at closing. EVLT Legal Fees $4,000-$25,000 EVLT expects the landowner to cover EVLT’s legal fees. Due at closing Landowner Legal Fees Unknown EVLT expects landowners to obtain independent counsel. Colorado Conservation Tax Credit Certification fee $11,000 Cost of the Division of Conservation’s review and certification of the tax credits. This fee is set each year by the state and is likely to increase. Due upon submission of tax credit application after closing. Total Range $75,000 - $175,000 COSTS AND BENEFITS OF CONSERVATION EASEMENTS 200 25 Costs - Non-Financial Conveying a conservation easement can be a long, slow, and sometimes difficult, time- consuming process that can cause stress, frustration, and disagreement amongst family. This can be especially true in bargain sale transactions which tend to require more restrictions, cost more, and take longer. Moreover, landowners must consider that conservation easements will restrict certain uses of the property in perpetuity (forever), reduce options of future owners, decrease the value of the property, and potentially extend the time it takes to sell the property on the open market. EVLT has strict confidentiality policies to protect landowners, but funders may require that information related to a conservation easement be shared with the public, and all conservation easements are recorded in public records. The location of all conservation easements is also shared with CU’s COMap service, which is available to anyone with a subscription. This is a very important decision for you and your family. EVLT has plenty of information provided to help landowners educate themselves on conservation easements, and EVLT staff are available to spend time with landowners to review the details and costs and benefits associated with conservation easements. Ultimately the decision is yours - it is up to you to decide if a conservation easement makes financial sense and honors the legacy you are building through your property. DISCLAIMER: This document does not constitute legal advice or opinion in any way and EVLT does not guarantee the accuracy of the information contained herein. Landowners should consult qualified independent professionals to obtain legal, financial and tax advice before concluding that a donation of a CE would be eligible for tax benefits. EVLT will not knowingly participate in a project where it has significant concerns about the appraisal or eligibility of the CE to meet the requirements of applicable federal or state regulations. Even if EVLT accepts a donated CE and agrees in writing to recognize donation value, EVLT expressly does not guarantee, and makes no representations implied or otherwise, on legal or financial (including tax, estate, or real estate) matters, or that the transaction has donation value, or that the donation will receive tax benefits. COSTS AND BENEFITS OF CONSERVATION EASEMENTS 201 26 EAGLE VALLEY LAND TRUST PROJECT SELECTION CRITERIA AND EVALUATION FORM The Eagle Valley Land Trust (EVLT)is a non-profit organization that legally must demonstrate that its land protection projects are consistent with the trust goals and provide a public benefit. Therefore, each land protection proposal is carefully reviewed by the Board of Directors, before the Land Trust accepts protective interest in the property. Acceptance Factors Compliance with federal Treasury Regulations as well as state and local regulations is required as further described below. In addition to regulatory requirements, EVLT considers many variables in determining whether or not to accept a conservation easement (CE), including if the CE will protect significant conservation values. Acceptable conservation values are those that are described in the Treasury Regulations and EVLT’s mission statement and goals. Decisions on whether or not to accept a CE will depend on the combination of these factors and the final decision to accept or deny a CE is at EVLT’s sole discretion. EVLT will examine the above and following factors in deciding whether or not EVLT should accept a CE and will make each decision on a case-by-case basis. Any one factor or a combination of factors may contribute to such a decision. This list is not exhaustive of the factors EVLT may consider. How Well the Property Exhibits Functions of Conservation • Recognized Conservation Values - For EVLT to accept a CE, and for the donation of a CE to be tax deductible (as required by IRC 170(h) of the Treasury Regulations), the CE must be perpetual and meet one or more of the following conservation purposes: • The preservation of land areas for outdoor recreation by, or the education of, the general public (e.g. contains a trail easement or provides on-site educational opportunities readily available to and benefiting the general public); • The protection of a relatively natural habitat of fish, wildlife, or plants, or similar ecosystem (e.g. contains a diversity of flora and fauna, riparian areas, or contributes significantly to adjacent conserved land containing such natural habitat); or • The preservation of certain open space, including farmland and forest land that is significantly scenic and visible to the public, and/or contributes to a clearly delineated governmental conservation policy, and that clearly yields a significant public benefit. PROJECT SELECTION CRITERIA AND EVALUATION FORM 202 27 • Urban Shaping – Is the property located between or around municipalities or community service areas helping to define urbanizing vs rural areas? Does the property help protect buffer zones between residential and non-residential development? • Preservation – Does the property contain critical ecosystems; natural areas; scenic vistas and areas; fish and wildlife habitats; natural resources and landmarks; outdoor recreation areas; cultural, historic and archaeological areas; linkages and trails; access to public lakes, streams and other useable open space lands; and scenic and stream or highway corridors? • Conservation of Natural Resources – Does the property include forest lands, range lands, agricultural lands, aquifer recharge areas, surface water, and/or water rights? • Clearly Significant Public Benefit – For EVLT to participate in a land conservation transaction, the conservation of the land must yield a clearly significant public benefit particularly as compared to the benefit conferred upon an individual or a small group of individuals. Failure of EVLT to meet this requirement could result in EVLT’s loss of federal non-profit status. For example, is the parcel significantly large enough, does it contain sensitive ecological features that are significant to the greater landscape, and is the property’s conservation value to the public enhanced by its surroundings (or is it surrounded by private development)? • Property Location – Is the property adjacent to other protected properties or state or federal lands that constitute open space? Is the property visible from a public roadway or property open for public use? Is the property within an area identified in regional or statewide planning documents as having important conservation values? Does the property lie in an area desired for protection? • Property Size – Is the property of sufficient size to keep its conservation values intact and provide public benefit, even if surrounding properties are developed? (Size is not the determining factor, however, it will weigh in with the other issues in determining whether significant conservation values can be protected.) • Development Potential – Will one or more development rights be extinguished by conveyance of the CE? Is the property located in an area where it is appropriate to limit development? For example, does the property lie within or near a current or future subdivision and have no conservation value besides eliminating its development? If the latter is true, other conservation tools may be more appropriate than a CE. • Cultural Resources – Does the property contain significant historical or archeological resources that are important to regional heritage? • Property Condition – Is the property in good condition with no significant environmental hazards? Potential conditions that could have negative impacts on conservation values are: use as a dumpsite, large areas of contaminated soil, or surface disturbance from previous mining activities. • Price and Costs – Will the public benefits of protecting the property for open space outweigh the price paid and costs associated with accepting the CE? • Funds for Stewardship and Defense – Is there a funding source for stewardship and defense contributions or must EVLT seek these funds? • Miscellaneous – What other factors could positively or negatively influence the conservation value of the property? Are any of the mineral rights severed from the PROJECT SELECTION CRITERIA AND EVALUATION FORM 203 28 property? Is the property significantly impaired, or in violation of zoning codes, due to the accumulation of derelict equipment, building materials or vehicles? Disqualifying Factors. EVLT will decline to accept a CE if EVLT believes, in its sole discretion, that the proposed transaction does not have adequate conservation value, will not provide a significant public benefit, and/or does not meet EVLT legal due diligence requirements. EVLT will also decline to accept the CE if a project appears to involve any type of fraud, including but not limited to tax fraud. EVLT may also decline to accept a CE if it presents negative public perception issues. PROJECT SELECTION CRITERIA AND EVALUATION FORM 204 29 EVLT SELECTION CRITERIA AND EVALUATION CHECKLIST Proposed Land Project:_________________________________________________ (Name of Landowner) __________________________________________ ____________________ (Location & Acreage) Date of Review CRITERIA FAVORING A LAND PROTECTION PROPOSAL (TOTAL POSSIBLE = 70 POINTS) The property is visible and benefits the general public.Up to 5 pts. The property is productive agricultural or forestland (or has the potential). 5 pts. The property protects a scenic view or is part of a scenic vista. 5 pts. The property protects a lake, stream, river, wetlands or an important watershed area. 5 pts. The property has documented historic value.5 pts. The land is likely to be developed in a manner that does not preserve the rural character of the area. 5 pts. The property contains significant wildlife habitat, an import- ant ecosystem habitat or natural features. 5 pts. The property provides public access and/or recreational use.5 pts. The property is contiguous or close to land that is already protected. 5 pts. There is widespread community support for the project.5 pts. The project can pay for itself or lend itself to special fund- raising. 5 pts. The property may encourage abutting landowners to protect their properties. 5 pts. The project may qualify for an income tax deduction 5 pts. Other:5 pts. TOTAL of 70 points possible PROJECT SELECTION CRITERIA AND EVALUATION FORM 205 30 CONSIDERATIONS WEIGHING AGAINST A LAND PROTECTION PROPOSAL (TOTAL POSSIBLE = -27 POINTS) Protection of the property primarily benefits a single landowner or developer for personal gain, including tax benefits or to ensure personal privacy. -5pts. The property is not especially productive.-2 pts. The property presents a monitoring or stewardship problem which would make it difficult for EVLT to protect forever. -5 pts. The property would be expensive for EVLT to protect and use up significant financial resources or goodwill of the land trust. -5 pts. The development of abutting properties is extensive or likely and would diminish the conservation values of the property. -5 pts. The property owner insists on retaining rights to the land that are inconsistent with the Criteria Favoring a Land Protection Proposal noted above. -5 pts. Other: For example – are there risks to the land trust or land trust community reputation (if extreme, consider rejecting the project). -5 pts. TOTAL of 27 points Possible Against OVERALL SCORE out of 70 Possible* * NOTE: Scores in the 30-40 point range are anticipated to be acceptable. All of the preceding notwithstanding, the Board of Directors retains discretion over acquisition or disposition of conservation easements and will review each on a case-by- case basis. All landowners should seek independent financial and legal advice. PROJECT SELECTION CRITERIA AND EVALUATION FORM 206 AGENDA ITEM NO. 7.6 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Chad Salli, Public Works ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Contract Award with A-1 Chipseal for 2025 Slurry Seal Project SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with A-1 Chipseal for the 2025 Slurry Seal Project, in an amount not to exceed $145,000.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - Slurry Project 207 To:Town Council From:Public Works Date:04/01/2025 Subject:2025 Vail Slurry Seal Contract Award I.ITEM/TOPIC 2025 Vail Slurry Seal Contract Award II.ACTION REQUESTED OF COUNCIL Authorize the Town Manager to enter into an agreement with A-1 Chipseal to complete the 2025 Vail Slurry Seal Project. III.BACKGROUND Staff received 3 bids for the 2025 Slurry Seal Project. The project is budgeted with the Capital Street Maintenance budget and is within the engineer’s estimate. Roads included in this year’s asphalt preventive maintenance project are Glacier Ct, Moraine Dr, Lions Ridge Loop, Red Sandstone Cir, Sandstone Dr, Spruce Ct, Sandy Ln and Vail View Dr. The project is scheduled to be completed by July 3, 2025. IV.STAFF RECOMMENDATION Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with A-1 Chipseal to complete the 2025 Vail Slurry Seal Project in the amount not to exceed $145,000.00. 208 AGENDA ITEM NO. 7.7 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Chad Salli, Public Works ITEM TYPE:Consent Agenda AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Contract Award to C&L Water Solutions for CIPP Rehabilitation SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with C&L Water Solutions for the CIPP Rehabilitation Project, in the amount not to exceed $600,000.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - CIPP Rehabilitiation 209 To:Town Council From:Public Works Date:04/01/2025 Subject:CIPP Rehabilitation Project Contract Award I.ITEM/TOPIC CIPP Rehabilitation Project Contract Award II.ACTION REQUESTED OF COUNCIL Authorize the Town Manager to enter into an agreement with C&L Water Solutions to complete the CIPP Rehabilitation Project Contract Award. III.BACKGROUND Staff received 4 bids for the CIPP Rehabilitation Project Contract Award from C&L Water Solutions ($497,820.00), American West Construction ($697,750.00), Inliner Solutions ($717,525.00) and Mocon Pacific ($956,635.00). The project is budgeted with the Capital Projects Fund – Neighborhood Road Reconstruction budget. The existing 60+ year old metal culverts along Meadow Drive adjacent to the Racquet Club and a culvert crossing on Black Gore Drive have deteriorated to the point where the bottom of the pipe has completely rusted away. Due to the location of other utilities (water, sewer, gas) in the roadway and existing mature trees and vegetation adjacent to the road, it was determined to line the existing culverts in place utilizing Cured-in-Place-Pipe UV lining. This also minimizes disruption to the traveling public by eliminating the need to excavate the roadway to install a new culvert. The culverts were televised a couple years ago to investigate the condition of the pipes and identified the significant deterioration of the bottom of the culverts, and some isolated location where the pipe was damaged which will require excavation to be repaired prior to lining. Due to large rocks in the culvert the full length of the culverts could not be televised. The contractor will clean the culverts and televise prior to lining to determine the spot repair locations. Due to unknowns for the number of spot repair locations, staff requests to carry $100,000.00 force account to cover any repairs for a total project budget of $600,000.00. The Neighborhood Road Reconstruction budget line is currently $1,588,809.00. The project is scheduled to be completed between July 7 and August 29, 2025. 210 Town of Vail Page 2 IV.STAFF RECOMMENDATION Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with C&L Water Solutions to complete the CIPP Rehabilitation Project Contract Award in the amount not to exceed $600,000.00. 211 AGENDA ITEM NO. 7.8 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Pete Wadden, Environmental Sustainability ITEM TYPE:Contract Award AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Contract Award with Eagle Valley Trout Unlimited for In-Stream Trout Habitat Improvements at Ford Park SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Eagle Valley Trout Unlimited (EVTU) for in-stream habitat improvements at the east end of Ford Park in an amount not to exceed $100,000. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - Trout Unlimited 212 To: Town Council From: Environmental Sustainability Department Date: April 1, 2025 Subject: Contract Award with Eagle Valley Trout Unlimited for In-stream Trout Habitat Improvements at Ford Park I. Purpose: This memo requests authorization for the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Eagle Valley Trout Unlimited for in - stream habitat improvements at the east end of Ford Park in an amount not to exceed $100,000. II. Background: In 2021, an accidental release of algicide from a snowmaking pond resulted in an aquatic life mortality event in Gore Creek. In 2024, the responsible party and Colorado State Attorney General's office awarded $250,000 in damages to Eagle Valley Trout Unlimited (EVTU) to undertake an in-stream habitat improvement project. EVTU partnered with the Town to secure $200,000 in grant funds from Colorado Parks and Wildlife. EVTU members contributed an additional $67,000 and Town Council allocated $100,000 in the 2025 budget. This request is to begin dispersal of the $100,000 contribution to EVTU to begin design and permitting of the in-stream habitat project. III. Action Requested of Town Council Authorize the Town Manager to enter into a contract with Eagle Valley Trout Unlimited in a form approved by the town attorney, for an amount not -to-exceed $100,000. 213 AGENDA ITEM NO. 7.9 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Gregg Barrie, Public Works ITEM TYPE:Contract Award AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Contract Award with G.H. Daniels and Associates for East Vail Interchange Landscape Improvements SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with G.H. Daniels and Associates for East Vail Interchange landscape improvements, in an amount not to exceed $173,346.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - East Vail Interchange Landscape Improvements 214 To: Town Council From: Gregg Barrie, Town Landscape Architect Kim White, Project Landscape Architect Date: April 1, 2025 Subject: Contract Award – East Vail Interchange Landscape Improvements I. PURPOSE The purpose of this item is to request that the Town Council approve a contract award to G.H. Daniels and Associates for landscape, irrigation, and drainage work along all exit and entrance ramps off I-70 at the exit 180 interchange. II. BACKGROUND In 2018/2019, a landscape project to improve the aesthetics at Exit 180 was completed. Since that time, and due to the harsh conditions associated with maintaining the adjacent roadways, some of the trees and shrubs did not survive and were removed, although many are starting to grow in. This project will redirect stormwater runoff to water quality vaults and add new vegetation to the interchange to improve the overall aesthetics of the area. III. BID PROCESS AND FUNDING Staff received one complete bid for the East Vail Interchange Landscape Improvements Project from G.H. Daniels and Associates and one incomplete bid from another landscape company. A portion of the project, dealing with redirecting runoff, will be funded with the Water Quality Infrastructure budget (RPI010) totaling $40,000. The remainder of the project, involving the landscape and irrigation work, will be funded with through the existing East Vail Interchange Improvements (RMT030) budget. IV. PROJECT SCHEDULE Pending contract approval, work will begin as early as May 5th, or as weather allows, and is expected to be completed by June 27th, 2025. V. ACTION REQUESTED BY COUNCIL Staff requests that the Town Council authorize the town manager to enter into an agreement with G.H. Daniels and Associates in an amount not to exceed $173,346 for the project. 215 AGENDA ITEM NO. 7.10 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Cameron Millard, Environmental Sustainability ITEM TYPE:Contract Award AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Contract Award with McKinstry for Geothermal Energy District Development SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with McKinstry for the Geothermal Project Phase II, in an amount not to exceed $144,820.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - Geothermal District Attachment A. Thermal Energy Network Development Proposal 216 To: Town Council From: Environmental Sustainability Date: April 1, 2025 Subject: Vail Geothermal Phase 2 Project Planning and Business Development I. PURPOSE The purpose of this action item is to present for approval the contract award for the next phase of the Geothermal District Energy project; the exploration of a potential special heating district, governance and financing structure, as well as partnership opportunities. II. BACKGROUND In the summer of 2024, the Town of Vail was awarded $250,000 from the Colorado Energy Office to pursue design of a geothermal heating district to incorporate key facilities and provide a clean energy alternative for snowmelting , the town’s largest consumer of fossil gas. The Vail Town Council has provided an additional budget of $150,000 to complete the project and the grant award and matching dollars have been budgeted. Schematic design of the geothermal energy district is under way, with preliminary design considerations such as civil layout and boiler system integration in development. The town is currently engaged with McKinstry, the town’s energy services provider, on an investment grade audit of all town-owned facilities to identify energy saving measures, renewable energy and storage. McKinstry is also working closely with the Grey Edge Group, the town’s geothermal district design firm, to ensure that both projects are integrated. A key element of planning the geothermal heating district is to evaluate various business and governance structures for the system by considering aspect of the design, build, ownership, operation, and maintenance, arrangements the Town may leverage if the system were implemented . This work will complete the grant objectives required to plan the geothermal district system and answer fundamental questions about the business development side of the project including: • Identification and preliminary evaluation of design -build-own-operate- maintain structures • Preliminary governance framework 217 Town of Vail Page 2 • Technical assessment of proposed solution and alternatives • Building/system scorecard to evaluate barriers and benefits of connections • Preliminary Proforma to create a time-value analysis of cost, energy, and emissions for assumed owner, operator and off-taker roles. III. STAFF RECOMMENDATION Staff recommends the Vail Town Council authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with McKinstry, to provide technical services for the completion of the Vail Geothermal Phase 2 project, in an amount not to exceed $144,820. IV. ATTACHMENTS McKinstry_Vail Energy District Dev Proposal 218 together, building a thriving planet Town of Vail Thermal Energy Network Development Vail, CO March 5, 2025 219 1 March 5, 2025 Cameron Millard | Clean Energy Specialist, Town of Vail 75 South Frontage Road Vail, CO 81657 Dear Mr. Millard, McKinstry Essention, LLC (McKinstry) is pleased to present our proposal to the Town of Vail (the Town) for the Vail Civic Area Thermal Energy Network economic feasibility analysis to further support the Town’s on-going efforts for the Geothermal Phase II design project. Based on McKinstry’s experience working through complicated and unique energy district projects throughout the country, we know that we can help you navigate the journey to further the community’s vision to be a “recognized global leader in sustainability” and achieve its emission reduction goal of a 50% decrease by 2030. For the past few years, the Town of Vail has worked with The Grey Edge Group to explore the technical feasibility of a thermal energy network leveraging geothermal energy resources to help decarbonize the Town’s snowmelt system along with other nearby facilities. One remaining piece of the puzzle is exploring the business side of the energy district – the ownership, governance and total lifecycle project financials. McKinstry has focused on supporting similar energy district projects across the nation to provide comprehensive models of this critical project component. McKinstry understands the goals of the various stakeholders involved in this project after conducting a workshop in January 2025 and can support the necessary organization to drive systemic change in order to make this project a reality. The key components to deliver on your vision include: • Actionable systemic change road map that combines technical, financial, contractual and operational approaches • Decarbonized infrastructure that delivers on Vail’s emission reduction goals by 2030 and 2050 • Optionality throughout the process to best define the model that provides the highest value to all stakeholders involved • Alignment with the Geothermal Phase II design project McKinstry can deliver a comprehensive approach that will unify the needs of the Town of Vail, Vail Resorts, Eagle River Water and Sanitation District, Holy Cross Energy and the surrounding community. Rooted in systemic change, this path is one that will provide a benchmark achievement for other cities, counties, and resorts alike. Together, our organizations will create the quilt of solutions to unite the goals and missions, infrastructure design and development, and creative financial, technical and delivery tools necessary to deliver on this vision. From this phase of work, the Town of Vail and this stakeholder group will have a framework to proceed with the structure and governance for and the potential financial implications of a thermal energy network development. Thank you for the opportunity to partner on this exciting project and we are happy to answer any questions about the content within this proposal. Sincerely, Ashley Brasovan │ Senior Account Executive 303.968.4138 │ ashleyb@mckinstry.com 220 2 The Town of Vail, Vail Resorts, Holy Cross Energy, and Eagle River Water and Sanitation District have explored many options over the years to decarbonize the built environment, the grid and the local snowmelt systems across the Vail community. The Town has committed to emission reduction goals of 50% by 2030 and 80% by 2050 while Vail resorts has made a commitment to zero emissions by 2030. Both have the vision to be a “recognized global leader in sustainability.” Currently, the snowmelt system in Vail is the largest producer of greenhouse gas emissions for the Town’s operations encompassing about 80% of the Town’s total natural gas use. While many of the stakeholders within this project group have explored alternative decarbonization options, a thermal energy network (TEN) paired with geothermal and other heat sources has risen to the top as one of the primary candidates for being able to accomplish the community’s emission reduction goals. In 2023, the Town hired Grey Edge Group to begin exploring the technical components of what a thermal energy network could look like including analyzing the feasibility of ground source and the profile of the buildings clustered together in Vail. Over the past few years, the analysis has garnered the attention of the Governor, brought in grants to support the project and has attracted local attention. On January 28, 2025, McKinstry partnered with Town of Vail to host a workshop of all stakeholders to discuss governance, ownership models and what bringing in a developer could do to further the project and transform it from a design concept into reality. This proposal highlights those next steps and outlines what is needed outside of the design process to help to move this unique and exciting project forward. McKinstry proposes to develop the Town of Vail TEN concept utilizing the currently ongoing work as detailed below to a more actionable point. Our focus will be on what the TEN concept means to the Town of Vail, local utilities, commercial properties in the area and potential partners that would be involved in the designing, building, operating and owning the TEN system. Parallel efforts for this development are detailed below and will be critical to track during the next phase of the TEN. McKinstry Energy Savings Performance Contract (ESPC). In 2024, McKinstry was competitively selected to perform an Investment Grade Audit at the Town of Vail facilities to identify key measures to implement through an Energy Savings Performance Contract (ESPC). This process will help to progress the Town’s climate action plan, electrify key facilities, potentially help to create the first node within an energy district at the Vail library, and address deferred maintenance and end-of-life equipment throughout the municipal facilities. The ESPC is expected to conclude and move into the implement phase in late 2025 and will be funded through energy savings, grants, investment tax credits, and rebates. Dobson Ice Arena Renovation. As a separate effort, the Town of Vail is working on a significant remodel of the Dobson Ice Arena. The key interaction between this and the ESPC is that the waste heat generated by the Arena’s ice plant will be utilized in a new HVAC system at the Town’s Library which is physically adjacent to the Arena. Both facilities are expected to be nodes within a future thermal energy network in the Vail Civic area. The Grey Edge Group (TGEG) geothermal Phase 2 design study. The Town of Vail has contracted with TGEG to perform initial engineering efforts around the envisioned thermal energy network (TEN). TGEG study is currently in Phase 2, which will bring this initial engineering further into design. McKinstry is working closely with TGEG to coordinate data sharing as appropriate and has worked with TGEG in the past on other projects. The engineering and design efforts to be completed by TGEG in their Phase 2 study will be used as the basis of the cost estimation. In order to develop a successful concept that will move forward to implementation, McKinstry believes the phase 2 design effort will need to be heavily coordinated with the proposed business, governance, and ownership modeling. 221 3 McKinstry’s Infrastructure Development Group has a proven approach to delivering decarbonized infrastructure, combining technical, financial, contractual, and operational strategies into an actionable business plan. By managing the planning, development, stakeholder engagement, and governance of energy systems, McKinstry ensures a comprehensive and executable strategy for projects to be able to move into successful implementation and long-term operations. The Town of Vail, in collaboration with an investment of time and resources from McKinstry, has successfully completed Phase One, which involved a community visioning exercise that engaged key stakeholders and laid the foundation for a successful energy district strategy. This proposal advances the team into Phase Two: Planning. This phase focuses on establishing the charter and assessing the technical, financial, and contractual feasibility of the project to develop a validated program plan, ensuring a clear and verifiable path toward the development phase. The graphic below displays the four key phases of an energy district development. 222 4 *Based on a NTP of April 1 for this scope of work. Structure And Criteria • Set bounds and constraints *Deliverable: two-page memo that defines the project as we know it today o Identification of limits of analysis, included stakeholders, geographic boundaries, and other considerations to create a boundary for initial investigation and future development • Establish preliminary stakeholder criteria *Deliverable: stakeholder criteria matrix o For all included stakeholders, identify the “why”, value proposition(s), what we are solving for, etc. o Identify qualitative and early quantitative metrics and criteria that are required or would make the project a success • Identification and preliminary evaluation of design-build-own-operate-maintain (DBOOM) structures *Deliverable: stakeholder and development roles matrix documenting potential arrangements, brief discussion regarding pros, cons, risks, benefits, etc. associated with each arrangement, and selection/documentation of DBOOM structure for analysis and proforma creation o Create a matrix map of the most likely stakeholder roles and select a model for further analysis based on stakeholder criteria • Preliminary governance framework *Deliverable: example governance scorecard to document the current vision of the development and to be used as a living document throughout the development process. 223 5 o For the selected DBOOM arrangement, identify a potential framework for governance of the initiative, development, and eventual implementation, operation and maintenance, and evolution of the system o Completion of example governance scorecard to guide development. This will be refined throughout the project Technical Concept • Concept validation and alternatives analysis *Deliverable: two-page memo discussing technical alternatives and qualitative assessment of each o Given preliminary technical knowledge of existing systems and TGEG ongoing study, confirm concept validity and perform a brief, high-level alternatives analysis to justify continued investment in the current thesis and compare to a “business as usual scenario” defined early in the project process. o Electric resistance boiler comparison - document the pros/cons of an electric boiler solution to use as a comparison in the optionality assessment. Anticipated options are “business as usual” (BAU), electric resistance boiler, and geothermal integrated ambient temperature loop (ATL). • Building/system scorecard *Deliverable: cataloguing of all proposed offtakers/buildings, high-level system descriptions of existing HVAC, score interconnection ability by green/yellow/red, qualitative assessment of other factors o Document high-level existing systems for each building/system/off-taker, identify barriers to connection to the potential ATL, and provide a score for each building/system/off-taker. • System one-line diagram o Work with TGEG to document a preliminary system one-line diagram to communicate approximate location of all buildings/nodes/assets, geofields, piping runs, or other major system components. Preliminary Proforma – create a time-value analysis of cost, energy, and emissions for baseline (BAU), electric boiler, and geothermal ATL options; include cashflow analysis from the perspectives of assumed system owner, operator, and maintainer role and offtakers. Offtakers are limited to Town of Vail, Vail Resorts (local portfolio-level), and Arrabelle Hotel. *Deliverable: completed proforma to include documented assumptions, itemized inputs, and outputs as financial implications for identified stakeholders. • Capital Expense (CAPEX) conceptual cost estimating (included for clarity of proposal, costs included in existing IGA contract) o Based on TGEG Ph 2 design, perform conceptual cost estimating by using industry standard rates and/or historical construction data to create standardized, unitized pricing metrics; examples could be $/linear foot of distribution piping, $/linear foot or $/borehole for geothermal drilling, $/square foot for mechanical system conversion for in-building HVAC systems, etc. • Utility data-level energy analysis o Leverage existing 12-month utility data to identify before and after utility consumption using yearly weather correlation and estimated system efficiencies to establish baseline and proposed cases for buildings, systems, and offtakers. • Energy cost analysis o Use utility data-level energy analysis, current utility rates, and an assumed utility escalation rate to document current and future costs of systems. • Operations & Maintenance (O&M) + Repair/Replace (R/R) mapping o O&M Baseline – utilize existing maintenance records, annual budget, etc. to establish annual reactive and preventative maintenance costs o R/R Baseline - estimate current deferred maintenance liability and project estimated costs and intervals. o O&M Proposed – given system selection, utilize industry standard metrics to estimate annual preventative maintenance spend and break/fix outlay 224 6 o R/R Proposed – given system selection, identify equipment projected useful lifecycle and provide estimated replacement value by using assumed escalation rate for given year replacement. Presentation of findings + recommended next steps *Deliverable: compiled report of above deliverables, to include executive summary and recommended next steps • Deliver report, review and incorporate (1) round of feedback with TOV. Conduct a summary presentation to key stakeholder representatives • Identification and description of Phase 2 development efforts based on findings and stakeholder input; and proposal for further development, as requested Based on the workstreams outlined above, McKinstry proposes the following Lump Sum fee amount. $144,820 *Pricing valid for 60 days. The expected project duration from the notice to proceed date is approximately 6 months if all requested information is received in a timely manner. This schedule is based off of TGEG delivering it’s next phase of design in June 2025. Milestone Typical Duration Estimated Timing Proposal Delivery Today Notice to Proceed 2 weeks Weeks 1 - 2 Governance & Criteria Roadmap 4 weeks Weeks 3 - 6 Preliminary Proforma Development 6 weeks Weeks 7 - 12 TGEG Geothermal Phase 2 Design Complete June 2025 Refinement of Proforma 3 weeks Weeks 13 – 15 Delivery of Findings 2 weeks Weeks 16 – 17 Presentation to Stakeholder Representatives 2 weeks Weeks 18 – 19 Proposal for Phase 2 6 weeks Weeks 20 - 25 1. Client to provide information in a timely manner regarding its requirements for, and the limitations of, each Project, including accurate and reasonably complete. Within seven (7) days after receipt of a written request from McKinstry, the Client shall furnish the requested information necessary and relevant for McKinstry to evaluate, give notice of, or enforce lien or stop notice rights. 2. McKinstry shall be entitled to rely upon the accuracy and completeness of the information, surveys and reports supplied by Client or on Client’s behalf. Unless otherwise agreed in the Project scope, McKinstry shall not be responsible for design or construction documents for any improvements outside the demising line of Client’s premises for this Project. 3. Client shall coordinate the services of its own consultants with those services provided by McKinstry. Upon McKinstry’s request, the Client shall furnish copies of the scope of consulting services in the contracts between the 225 7 Client and the Client’s consultants so that McKinstry can confirm proper scope coordination. Client shall furnish the services of consultants as designated for each Project or authorize McKinstry to furnish them as an Additional Service, when McKinstry requests such services and demonstrates that they are reasonably required for the scope of the Project. Client shall require that its consultants maintain professional liability insurance with limits and coverage comparable to that required by McKinstry. 4. Client shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time to meet the Client’s needs and interests under each Project. 5. Client shall provide prompt written notice to McKinstry if the Client becomes aware of any fault or defect in the services or work related to a Project, including errors, omissions or inconsistencies in McKinstry’s Instruments of Service. 6. McKinstry shall not be liable for building components, goods or services purchased or contracted for separately by Client. • Any level of design or permitting drawings • ASHRAE 62.1 calculations or verification • Detailed code analysis of egress, fire protection, or seismic considerations • Structural assessments • Detailed site utility evaluations • Full-building energy modeling • In-depth u-value calculations • Comfort analysis or modeling • Detailed lifecycle cost analysis • Facility Condition Assessment (FCA) is not included in this scope. • Building energy use benchmarking • Guaranteed Maximum Pricing (GMAX, GMP) • Schedule slip due to delay of TGEG Ph 2 study outputs Signature to this proposal serves as a contractual agreement with the terms and conditions listed below. We are appreciative of the opportunity to collaborate on this effort. McKinstry Essention, LLC Signature & Date Printed Name & Title Town of Vail Signature & Date Printed Name & Title 226 8 Performance of Work McKinstry shall perform the scope of work (“Work”) specified herein. McKinstry shall furnish all services necessary to perform the Work and perform the Work to completion diligently, expeditiously and with adequate forces. Customer shall use its best efforts to provide all information, materials, documents, and assistance that is reasonably required for McKinstry to perform any and all aspects of the Work. Payments Customer shall pay McKinstry the compensation specified herein (“Price”) for the value of Work that McKinstry has completed, as the Work is completed on a percent complete basis. Customer shall pay McKinstry within fifteen (15) days of receiving an invoice. McKinstry will be entitled to interest at the rate of 1.5 percent per month on all sums overdue and unpaid from the date due. Termination Either Party may terminate this agreement upon fifteen (15) days written notice to the other Party. In such case, the rights and obligations of each Party that arose prior to the termination date shall survive such termination. Disputes In case of dispute between the Parties, the Parties will attempt to negotiate a resolution. If a dispute remains unresolved more than thirty (30) calendar days after the commencement of negotiation, and the Parties have not agreed to extend such date, then the Parties shall pursue mediation. If any dispute remains unresolved more than sixty (60) calendar days after the commencement of mediation, then either Party may pursue arbitration. No litigation will be commenced by either Party unless all of the foregoing steps have been pursued to completion. Choice of Law, Venue The validity, interpretation, and performance of this agreement shall be governed by the laws of the state in which the Work is performed. The venue for resolving any dispute shall be the county in which the Work is performed. Force Majeure Neither McKinstry nor Customer shall be considered in breach of this agreement to the extent that the Party’s performance is prevented by an event or events that are beyond the control of such party, including but not limited to acts of God, fire, earthquake, flood, storm, war, rebellion, revolution, insurrection, riot, strike, nuclear contamination, and/or acts or threats of terrorism. No Waiver No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver. Intellectual Property Intellectual property provided by McKinstry to Customer as part of the Work are instruments of service owned by McKinstry and are not “work made for hire” as such term is defined under U.S. copyright law. When the Work is performed to completion, McKinstry grants to Customer a limited license to use the Intellectual Property to operate, maintain, renovate, and manage the subject matter of the Work. 227 9 Damages Limitation Neither party shall be liable to the other party for any consequential, indirect, special, incidental, exemplary, or similar, damages or losses, including loss of profits, arising out of or relating to this agreement, whether based in contract or tort or any other theory, even if a party has been advised of the possibility of such damages. Furthermore, the total aggregate liability of either party, under any theory, is limited to the agreement price. Indemnification McKinstry shall indemnify and hold harmless Customer from and against all third-party claims, damages, losses and expenses for bodily injury, sickness, disease, or death or destruction of tangible property, directly arising from McKinstry’s performance of the Work, but only to the extent caused by the negligent acts or omissions of McKinstry. Severability, Survival If any portion of this agreement shall be held invalid in whole or in part under any law, rule, regulation, or order, then such portion shall remain in effect only to the extent permitted, and the remaining portions of the agreement shall remain in full force and effect. Any invalid portions shall be substituted with an interpretation that most accurately reflects the Parties’ intentions. Amendment This agreement may not be amended except pursuant to a written amendment signed by an authorized signer of each Party. Complete Agreement This agreement, including the exhibits attached hereto, is a fully integrated agreement. Any legal terms and conditions appearing elsewhere in this agreement shall be ignored to the extent they contradict or are inconsistent with the terms and conditions contained in the foregoing numbered list. All previous agreements between McKinstry and Customer as to the Work are superseded by this agreement. 228 AGENDA ITEM NO. 7.11 Item Cover Page DATE:April 1, 2025 SUBMITTED BY:Greg Hall, Public Works ITEM TYPE:Contract Award AGENDA SECTION:Consent Agenda (6:45pm) SUBJECT:Contract Award with Sharper Image Painting for Lionshead Parking Structure Repainting SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement, in a form approved by the Town Attorney, with Sharper Image Painting for the Lionshead Parking Structure repainting project, in an amount not to exceed $72,000.00. VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - LH Parking Structure Repainting 229 TO:Vail Town Council FROM:Public Works Department DATE:April 1, 2025 SUBJECT: Interior Painting of Levels 1 and 2 of the Lionshead Parking Structure I.SUMMARY The purpose of this item is to award a contract to Sharper image Painting to perform painting services for the Lionshead Parking Structure in an amount of $ 72.000.00 II.BACKGROUND The interior of the Lionshead Parking Structure has not been painted in many years. Staff has reviewed the conditions in conjunction with the parking division and Art in Public Places and has developed a program to refresh the interior. This includes power washing of the murals which remain in good condition and painting white over the murals which are no longer in good condition. The long center walls will be painted white with an opposing color in the round wall openings. The painted applied signs will be replaced like for like under a separate contract. The town received four bids for the completion of this work. The low bidder is Sharper Image Inc. at $72,000.00. The work will be completed during the summer of 2025. IV.ACTION REQUESTED OF COUNCIL Authorize the Town Manager to enter into an agreement with Sharper Image Painting in a form approved by the Town Attorney, in the amount of, and not to exceed $72,000.00. 230 AGENDA ITEM NO. 8.1 Item Cover Page DATE:April 1, 2025 TIME:60 min. SUBMITTED BY:Greg Hall, Public Works ITEM TYPE:Presentation/Discussion AGENDA SECTION:Action Items (6:45pm) SUBJECT:Summer Managed Parking Discussion (6:45pm) SUGGESTED ACTION:Listen to presentation and make decision on summer managed parking. PRESENTER(S):Greg Hall, Public Works Director and Stephanie Kashiwa, Parking Manager VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - Summer Managed Parking Staff Presentation - Summer 2025 Parking Program Public Comment - Summer Managed Parking 231 TO:Vail Town Council FROM:Parking and Transportation Task Force Public Works Department DATE:April 1, 2025 SUBJECT: Parking and Mobility Task Force Recommended Summer 2025 Parking Program I.SUMMARY The Parking & Mobility Task Force (P&MTF) recommendation was presented March 18, 2025, to the Town Council. The Town Council were overall favorable regarding the recommendations. The Town Council provided comments and asked that the Task Force review the following components: Review Overnight Parking Charges •Funding Opportunity •Simplicity Consider solutions for user groups •Red Sandstone access and discounts •Pass Pricing Look to simplify •Pass offerings •Rates at Red Sandstone •A free period vs a grace period The Task Force met on March 27, 2025, to review the request of the council, discuss and act on each issue in preparing a final recommendation for the Town Council to consider for implementation of a Summer Parking Program for 2025. The recommendation of this memo incorporates the Task Force’s final recommendation based on the March 27th task force meeting. All changes to the proposal from March 18 th Council presentation are highlighted in yellow. II.BACKGROUND (Re-stated from March 18 th memo) The Parking and Mobility Task force met January 16th to review issues regarding summer parking as well as an overview of the structural assessment costs needed to keep the structures in a maintained state. On February 4, 2025, the Town Council visited the Vail Village Structure, and during the Council meeting reviewed a structural assessment. The assessment included an overview of additional capital funds needed annually to keep the structures in a maintained state and the structure 232 Town of Vail Page 2 stable before a major rehabilitation can be performed to extend the useful life of the structures. The assessment shows a need for about $12.6 million in repairs over the next 10 years, as well as an increase in annual maintenance budget to keep our aging parking structures in use. When considering engineering costs and construction administration and escalation compared to the approved 5-year capital budget it is a shortfall of $10,466,000 in the first 5 years or around $2.0M per year additional and increasing to $2.5 M per year in the following 5 years. Based on this critical need, in concert with achieving Council’s Strategic Goals, Town Council directed the Parking and Mobility Task Force to provide a recommendation on a management program for Summer 2025 while considering the following: Consider a solution for employees, especially originating from down valley. Consider the value of both guests and locals spending their money and time in Vail. Allow for more data collection. Consider options that align with our current pass offerings. Allow for people to ‘linger’ in the summer. Communication to and input from locals/local businesses will be important. Keep it simple. ‘Walk before we run’. The Town staff later met with the Vail Economic Advisory Council on February 11th to gather additional input regarding a summer program. Feedback included finding solutions for user groups (employees, Vail locals, Eagle County locals, businesses, and guests), a simple program that allows for collection of data to make data driven decisions, importance of communicating the changes to user groups, and how to encourage lingering in town. The Parking & Mobility Task Force (P&MTF) met on February 20th and March 3rd, to review direction from Council for a summer managed parking program, review statistics from previous summer and winter seasons to understand parking and mobility usage, and to develop a recommendation for the Summer 2025 Parking Program. The goals of a managed parking program in the summer season: 1). Support the Town Council Strategic Plan Reduce the percentage of vehicles parking that originate from Eagle County (outside of Vail) from 40% to 30% Reduce the percentage of vehicles parking that originate from Vail from ~32% to 20% Reduce 2014 baseline carbon emissions by 25% by 2025, 50% by 2030 and 80% by 2050 2). Address the significant need for capital repairs in the 45 and 50 year old 233 Town of Vail Page 3 structures. Additional revenue is necessary for the capital repairs and routine maintenance needed for our parking facilities and transit facilities. 3). Provide additional data collection on parking and mobility. Additional data could be collected to understand the needs and use during summer seasons; information such as parking pass use or outlier lot use is currently lacking. The benefit of increased and more robust data collection with the introduction of retail rates and pass use were acknowledged to better track progress towards these goals as well as to make data driven decisions for future programs. 4). Support and promote alternative modes of transportation from new revenue stream. Implementing a paid parking rate would act as a deterrent to driving, helping to reduce our GHG emissions and meet the Town Council’s goals. There are future considerations regarding enhanced transit in winter and summer in regard to serving new housing coming online, enhancements of the parking experience as well as additional mobility options which are wants over needs but will require additional funding. 5). Provide management tools to address parking demand. Implementing a paid parking rate would be used to manage parking demand. The parking demand in the summer differs from the winter demand in that it is more predictable. Special events and closures for major capital repair could cause high demand during the summer season. Construction and maintenance projects also have a large influence on parking inventory and demand during the summer season. For example, over the past 20 years the town has experienced on two separate occasions, 2-3 years of significant construction activity which greatly impacted parking. With upcoming projects, the town is about to enter another period of increased construction activity which will have an impact on parking availability. Concerns with implementing a managed parking program in the summer include: Providing options for our economic drivers Concerns with the effect on business activity, special events and sales tax if there is a paid parking fee. Concerns with a negative impact on employees and employee retention. There is less data to base decisions on for summer parking management than the winter season. There is minimal pass use, Ford Park lot use, and Vail Athletic Fields lot use data. Operational challenges include messaging and outreach to the community; creating a simple rate structure and pass offerings that would complement winter operations and achieve goals; staffing needs; long term storage of vehicles; additional transit service 234 Town of Vail Page 4 III.DISCUSSION The P&MTF reviewed the Town’s costs and revenues regarding both parking and transit, as well future costs associated with both a summer managed parking program and possible revenue scenarios. The objective is to be ‘revenue neutral’ in that the revenue brought in will cover expenses for parking and transit operations, capital maintenance and repair projects, annual maintenance projects, and support mobility programs. The P&MTF also reviewed the use of the parking areas in the summer season, as well as considerations for the user groups’ needs. The necessity for a simple rate and pass structure that compliments the winter program while understanding the uniqueness of the summer program was identified and discussed. A few areas of focus were to encourage lingering both for guests and locals, ensure employees have options like the winter program, and to base recommendations on data from previous summer seasons. The P&MTF was very concerned with the significant capital needs of the parking structures, and agreed it will be important to communicate that effectively with the community when announcing a summer parking program. Managing demand was another point of discussion. Due to a lack of data during summers, the group agreed this first summer should prioritize data gathering over revenue collection. Data that was reviewed from the 2024 summer season included: o Summer overnight rate fees and usage. Vail Village & Lionshead averaged 122 vehicles overnight with heavier use in Vail Village. This brought in about $565,000 of revenue. Red Sandstone averaged 10 vehicles overnight and brought in $38,000 of revenue. o Frontage Road overflow days and structure fills are shown to be more predictable than winter occurrences. 5 overflow parking/road days o 57 paid parking events occurred in Ford Park and Soccer/VAF lots, these are usually amphitheater events. 35 managed parking events in these lots which are usually sporting events. A total of 92 out of 129 days either paid or managed. o 529,068 transactions over 129 days. This does not include Ford Park or Soccer/VAF lots unless there was paid event parking. This averages to 4,101 transactions a day. Winter 2023-24 averaged 4,153 transactions a day making the volume of parking similar over the seasons. o Vail Village makes up about 51% of recorded transactions. o The 2024 summer season was compared to previous summer season where the Town saw large construction projects such as the hospital. These summer seasons had an increase in transactions and a large increase in the number of structure fills. Overflow parking days increased to 17 in 2018 and 14 in 2019. o Day of the week usage does show an increase on the weekends, especially Sundays. Because overflow parking needs are more predictable and less 235 Town of Vail Page 5 frequent in the summer, the P&MTF recommends not having different rates for differing days of the week. One retail rate structure all summer. o Pass use for the winter 2023-24 season was 20% of transactions, and 29% for the current season. This information was used to assume 25% transactions use for the upcoming summer season to predict revenue of different retail and pass rates that were considered. The dates of the season were discussed. Previous seasons had a start of the Friday before Memorial Day and continued through the end of September or early October. It is recommended that the start is a week later this year than previously due to an earlier Memorial Day and the activity in town for Memorial Day weekend seems to be varied and related to weather. The end date is recommended to stay consistent from previous years. The last weekend in September. There are events such as concerts and farmers’ markets that proceed and extend past these dates, but the Task Force felt the shortened summer season from 129 days to 122 days would be beneficial. The P&MTF ultimately recommends a start date of Friday, May 30 and an end date of Sunday, September 28. Parking Rates were discussed at length. Different renditions of both an hourly rate and a flat daily rate were considered. The recommendations come from considerations of creating rates that will provide data collection, promote lingering, aid in funding the needed maintenance and repair on the structures, could be scalable for future seasons, and provide a simple structure that compliments the winter parking program. o When considering the use of the parking areas, summer operations see an increase in the Ford Park and Soccer/VAF usage. The need to provide access to park amenities, but also to ensure parking inventory for events steered the P&MTF to recommend the same rate for the main structures as these lots. o The P&MTF also saw opportunity to provide a more economical fee structure at the Red Sandstone garage. This could benefit both pass holders as well as gusts looking for a bargain. o An hourly rate is recommended by the P&MTF in all but Red Sandstone to provide a simple rate structure that considers the duration and turnover we see in the summer season. More than 50% of the transactions in the main structures have a duration of 3 hours or less. The hourly rate addresses the issue of price sensitivity for these shorter stays, but also addresses the goal to promote lingering, by having an upper day limit. The P&MTF reviewed options of differing free periods. They recommend continuing the ‘FREE after 3’ period where if someone enters after 3p.m., there is no fee until 4a.m. They also recommend a ‘first hour FREE’ for retail rates to mimic the winter program and keeping in mind the high percentage of transactions occurring in the first 3 hours. A two-hour free period before the daily rate at Red Sandstone was recommended to mimic the winter rates and acknowledge the location. 236 Town of Vail Page 6 The P&MTF recommends the max daily retail rate of $10 for all but the Red Sandstone garage, which they recommend a max daily rate of $5. There was a consensus that the current overnight rates are low compared to market and have potential to be raised to better reflect hotel parking rates. In meeting with the Vail Economic Advisory Council, it was recommended they should be the same as winter. In the first meeting of the Task Force where more members were present, there was consensus to raise the rates to match winter to have a consistent rate year-round. However, during the follow up meeting there was a mix of thoughts to not to change too much. This change does not affect the majority of users and could encourage guests to use the various alternate means to get to Vail similar to our winter guests and encourage carpooling to come into the Villages when using a STR due to limited parking availability at the accommodation. The other issue was each increase of $5 in overnight fee generated nearly $60K in revenue, which was something they considered. Despite this, the P&MTF recommends keeping the overnight rate the same as last summer in the structures and garages, with no overnight parking in the Ford Park and Soccer/VAF lots. This was largely due to the direction by council to ‘walk before running’. The day rates begin to address the funding for maintenance, as well as allow for the collection of data before other decisions are made in relation to the summer parking program. After the meeting staff reviewed the parking data of employee plus pass use both last summer and this winter. It allowed overnight parking in both Lionshead and Red Sandstone with limited parking in Vail Village. There is a use pattern near three housing projects with minimal parking provided: First Chair, Solar Vail and now Residence of Main Vail. The completion of Timber Ridge in 2026 and possibly West Middle Creek would increase the potential need for resident parking. The public parking structures were not intended to be the fall back or discounted parking storage for these developments. Staff would recommend this situation continue to be monitored and adjustments may need to be made to the overnight privilege of the employee plus pass and overnight rates. The Ford Park and Soccer/VAF stand out in their change of use from season to season. These lots are used for event parking as well as event staging which makes them more suited to pricing similar to the structures with a shift to Lionshead and Red Sandstone as lots catering more towards employee and employee+ pass use. Ford Park parking lot is considered prime parking for the activities taking place there. The Ford Park and Soccer/VAF lots require turnover due to the paid event parking. The P&MTF also recommends the event parking rate be raised from $15 to $20 due to the high demand for these lots during the events. The Task Force recommends that all purchased winter parking passes be able to be used this summer. 237 Town of Vail Page 7 The Task Force also recommended that the existing Vail and Eagle County local pass be extended.There was strong agreement that these passes should not be granted free parking but a similar discount program as in winter. The discounts granted with the Local Pass are 2 hours free and 50% off the retail rates. Review Overnight Parking Charges •Funding Opportunity •Simplicity The Task Force agreed it would be beneficial to have same rate for overnight parking as the winter season. The proposed parking fees will have minimal impact to locals, it will provide needed revenue for urgent capital maintenance, and there is consistent messaging with winter. Consider solutions for user groups •Red Sandstone access and discounts •Pass Pricing Task Force agreed to have the same retail rate structure at Red Sandstone as all the other lots which provides simple messaging. The Task Force agreed the Employee, Employee Plus, and Premier parking passes would provide free access to Red Sandstone but settled on a locals discount for all lots when using the local parking pass. This is in consideration of limited capacity and to provide employee-focused parking options. Look to simplify Task Force agreed to remove the prem •Pass offerings •Rates at Red Sandstone •A free period vs a grace period The Task Force agreed to have the same rates and discounts at all lots and structures including Red Sandstone. The Task Force eliminated selling a summer Business Premier as the Employee Plus had the same benefits. The rate of the Employee Pass was agreed to remain as recommended. The rate of the Employee Plus was agreed to be a good value considering the two benefits of Vail Village Parking, and overnight parking in Lionshead and Red Sandstone considering the recommendation of higher overnight rates. The Task Force agreed that for simpler messaging, the free period should remain as proposed, which mirrors the winter free period. This was also in consideration of guest experience, and the ability to review data the following summer. Based on the above recommendations, please see the below Parking Rates: 238 Town of Vail Page 8 Existing Vail Village Structure Lionshead Structure Red Sandstone Garage Ford Park Lot Soccer/VAF Lot Overnight Rate: $35 (4a.m. - 5a.m.) Overnight Rate: $35 (4a.m. - 5a.m.) Overnight Rate: $15 (4a.m. - 5a.m.) Event Parking Rate: $15 at entry Carpool Program: FREE for 4+ Event Parking Rate: $15 at entry Carpool Program: FREE for 4+ Proposed Retail Rate Vail Village Structure Lionshead Structure Red Sandstone Garage Ford Park Lot Soccer/VAF Lot 1 hour FREE $2/hour, Max $10 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.- 5a.m.) 1 hour FREE $2/hour, Max $10 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.- 5a.m.) 1 hour FREE $2/hour, Max $10 Overnight Rate: $35 (4a.m.- 5a.m.) 1 hour FREE $2/hour, Max $10 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 1 hour FREE $2/hour, Max $10 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ Discount Local Pass Rate Vail Village Structure Lionshead Structure Red Sandstone Garage Ford Park Lot Soccer/VAF Lot 2 hours FREE $1/hour, Max $5 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.- 5a.m.) 2 hours FREE $1/hour, Max $5 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.- 5a.m.) 2 hours FREE $1/hour, Max $5 Overnight Rate: $35 (4a.m.- 5a.m.) 2 hours FREE $1/hour, Max $5 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 2 hours FREE $1/hour, Max $5 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 239 Town of Vail Page 9 Pass Access & Rate Vail Village Structure Lionshead Structure Red Sandstone Garage Ford Park Lot Soccer/VA F Lot Premier FREE access FREE access FREE access FREE access FREE access Vail Village Business Premier FREE access X X X X Lionshead Business Premier X FREE access X X X Employee Plus Pass FREE day access Overnight rate FREE access FREE access FREE access FREE access Employee Pass Discount Pass Rate FREE day access Retail Overnight Rate FREE day access Retail Overnight Rate Discount Pass Rate Discount Pass Rate Eagle County & Vail Local Pass Discount Pass Rate Discount Pass Rate Discount Pass Rate Discount Pass Rate Discount Pass Rate Recommended Parking Pass Purchase Price Winter Summer Premier $5,500 Premier (Condo)$1,220 Business Premier $2,200 N/A Employee +$1,850 Employee +$ 450 Employee $ 425 Employee $ 150 Eagle County Local $ 50 Eagle County Local $ 50 Vail Local $ 25 Vail Local $ 25 240 Town of Vail Page 10 Estimated Revenue Using the proposed parking rates as well as assumptions that use patterns match previous summers, and pass usage was approximately 25 % of transactions (similar to the past two winters), the potential revenue is projected at: Retail rate (daily transactions) revenue $1,300,000 Overnight rate $ 300,000 Daily transactions from discounted passholders $ 200,000 Pass sales (expect minimal)$ 25,000 Event parking (rate increase)$ 20,000 Ford Park daily rate estimate $ 15,000 Total (Net Credit Card Fees)$1,860,000 Estimated Cost The implementation of the summer managed parking program would be an increase of $100,000 for parking operations, pass sales personnel, enforcement and communication plan. The introduction of summer managed parking should be complimented with an increase in summer transit service to meet an increased demand as well as provide more frequent service to outlying areas. The staff recommends increased service levels similar to the early winter service which takes place in the beginning of ski season. This would be slightly modified to fold the hiker express into the East Vail service. This will provide additional transit service and frequency to the parking spots in West Vail. The parking in West Vail would remain free besides overnight oversized vehicles. The cost of the increased bus service to an early winter service schedule for the entire summer is nearly $500,000. A portion of this cost is conversion of seasonal employees to full time employees, as they would be working both winter and summer. Even though this is a cost, the benefit of recruiting fewer seasonal drivers each winter. Seasonal bus driver recruitment over the years has been challenging as time has gone on. Summary of Additional Cost Parking Operations & Communications $ 100,000 Enhanced Summer Transit Service $ 500,000 Increased Capital Maintenance $2,000,000 Total $2,600,000 241 Town of Vail Page 11 IV.ACTION REQUESTED OF COUNCIL Staff is requesting Town Council’s final decision on a summer parking program for 2025 based on the revised recommendations of the Parking and Mobility Task Force. V.Attachment (Presentation) 242 Parking & Mobility Task Force Recommendation for Summer 2025 Parking Program April 1st, 2025 –Town Council Meeting 243 Purpose •Provide Town Council with the Parking & Mobility Task Force’s recommendations for the 2025 Summer Parking Program. •Request Town Council approve or approve with changes the 2025 Summer Parking Program. 244 Goals & Purpose •Fund capital repair and maintenance costs for our parking structures to ensure longevity of use. •Fund our ‘revenue neutral’ parking & transit operations as well support and promote programs for alternative modes of transportation. •Implement management tools for parking demand from upcoming construction and maintenance projects. •Support the Town Council Strategic Plan. 245 Capital Repairs & Maintenance •Structures are about 50 years old. •Structural Assessment •$10.47 M in the next 5 years •$2-2.5M in increased ongoing capital maintenance •Multiple opportunities for funding: •summer and winter retail rates •overnight parking fees •shifting free periods •parking pass fees & discounts 246 ‘Revenue Neutral’ Parking & Transit Operations Current Revenue: Parking Ops $9.5M & Lift Tax $6.8M Current Operational Cost – ‘Must Maintain’ Needed Operational Costs –‘Must Have’ Additional Operational Costs – ‘Nice to Have’ Annual Parking Operations $5,600,000 Additional Parking Operations $100,000 •CEO Support Staff •Parking Sales Support Staff •UBI Costs (Pass software, cost share) •Communications Plan Enhanced Parking Structures & Equipment $750,000 Transit Operations $7,900,000 Enhanced Summer Transit $500,000 •Additional Staff Additional Enhanced Transit Winter/Summer $2,000,000 Annual Parking Capital Maintenance $1,510,000 Capital Maintenance Costs $2,000,000 Enhanced Mobility Options $500,000 Transit Capital $3,000,000 247 Additional Costs Enhanced Funding Capital Costs $2.0M Implementation •Parking ops, pass sales, enforcement, & communications plan $100K Increased Bus Service •Similar to early winter service •Conversion of seasonals to FTE •Benefits recruitment efforts $500K Retail Rates $1.3M Discount Pass Rates $200K Pass Sales $25K Event $20K Overnight Winter Rate $300K 248 Demand Management System •Event parking •Demand caused by anticipated construction projects •Reduced parking inventory from closures for major capital repairs •Collecting additional use data 249 Town Council Strategic Plan •Reduce the percentage of vehicles parking that originate from Eagle County (outside of Vail) from 40% to 30% •Reduce the percentage of vehicles parking that originate from Vail from ~32% to 20% •Reduce 2014 baseline carbon emissions by 25% by 2025, 50% by 2030, and 80% by 2050. 250 Summer 2024 Data •529,068 recorded transactions, 129 days •Avg. 4,101 transactions/day (Winter= 4,153/day) •Over 50% of transactions = duration of 0-3 hours •Vail Village 52% of transactions •Lionshead 31% of transactions •Red Sandstone 2% of transactions •Increase in parking demand on weekends, especially Sundays. 251 Task Force Specific Considerations •Hourly vs. flat rates •Duration of stay and turnover •Encouraged pass use •Shift in demand for Ford Park & Soccer lots •Free periods •Max daily rates •Overnight rates •Event rates 252 Feedback from Council to P&MTF on Initial Recommendation 3/18 •Review Overnight Parking Charges •Funding Opportunity •Simplicity •Consider solutions for user groups •Red Sandstone access and discounts •Pass Pricing •Look to simplify •Pass offerings •Rates at Red Sandstone •A free period vs a grace period 253 Recommendations – Summer 2025 Recommended Dates: •Friday, May 30th – Sunday, September 28th (122 days) Extend use of all parking passes purchased in the winter 2024-25 season as no additional initiation fee. Summer pass rates and access apply. 254 Recommendations - Summer 2025 Recommended Rates and Locations: •Retail Rate Vail Village Structure Lionshead Structure Red Sandstone Garage For Park Lot Soccer/VAF Lot 1 hour FREE $2/hour, Max $10 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.-5a.m.) 1 hour FREE $2/hour, Max $10 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.-5a.m.) 1 hour FREE $2/hour, Max $10 Overnight Rate: $35 (4a.m.-5a.m.) 1 hour FREE $2/hour, Max $10 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 1 hour FREE $2/hour, Max $10 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 255 Recommendations – Summer 2025 •Discount Local Pass Rates Vail Village Structure Lionshead Structure Red Sandstone Garage Ford Park Lot Soccer/VAF Lot 2 hours FREE $1/hour, Max $5 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.-5a.m.) 2 hours FREE $1/hour, Max $5 FREE if entering after 3p.m. until 4a.m. Overnight Rate: $60 (4a.m.-5a.m.) 2 hours FREE $1/hour, Max $5 Overnight Rate: $35 (4a.m.-5a.m.) 2 hours FREE $1/hour, Max $5 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 2 hours FREE $1/hour, Max $5 Event Parking Rate: $20 at entry Carpool Program: FREE for 4+ 256 Recommendations – Summer 2025 •Pass Access & Rates Vail Village Structure Lionshead Structure Red Sandstone Garage Ford Park Lot Soccer/VAF Lot Premier FREE access FREE access FREE access FREE access FREE access Vail Village Business Premier FREE access X X X X Lionshead Business Premier X FREE access X X X Employee Plus Pass FREE day access Overnight rate FREE access FREE access FREE access FREE access Employee Pass Discount Pass Rate FREE day access Retail Overnight Rate FREE day access Retail Overnight Rate Discount Pass Rate Discount Pass Rate Eagle County & Vail Local Pass Discount Pass Rate Discount Pass Rate Discount Pass Rate Discount Pass Rate Discount Pass Rate 257 Recommendations – Summer 2025 •Parking Pass Purchase Price Premier $1,220 Employee Plus $450 Employee $150 Eagle County Local $50 Vail Local $25 258 Community Programs Continue to work with the following programs on specific special needs: •Betty Ford Alpine Gardens •Nature Center •Kid’s tennis programs •Imagination Station •Library Sunday Farmers’ Market – Carpool Incentive 259 Staff Recommendation Town Council approve or approve with modifications the recommended Summer 2025 parking program of the Parking and Mobility Task Force recommendations to allow time for implementation this Summer. 260 From:Ivet McCleary To:PublicInputTownCouncil Subject:Summer parking fees input Date:Wednesday, March 26, 2025 8:40:05 PM I am unable to attend the next town hall meeting to express my concerns re: the potential impact of implementing summer parking fees. As a local resident who volunteers with different projects within our community, it is important to provide the free parking since the bus schedules are limited during the summer months. I am not opposed to charging the tourists if the locals are able to use the structures for free with their annual passes/QR codes already in place. Thank you for taking the time to consider the impacts for the local residents. Ivet McCleary 261 From:Kendal Beer To:PublicInputTownCouncil Subject:Summer Managed Parking Discussion Date:Monday, March 31, 2025 2:12:24 PM Dear Vail Town Council Members, I am writing to express my concern regarding the potential implementation of paid parking during the summer season and to request a corresponding adjustment to the town’s summer bus schedule. If paid parking is introduced, reliable and frequent public transportation will be essential to accommodate both residents and visitors. The current summer bus schedule does not provide the same level of service as the winter schedule, which forces many to drive and park in the structures. Aligning the summer bus schedule with the winter schedule would encourage alternative transportation, reduce traffic, and support local businesses by ensuring accessibility. I understand the town’s need to implement paid parking in the summer, but please do not forget that we need to do more to support our local employees. Forcing them to pay for parking does just the opposite. Thank you for your time and consideration. I look forward to your response. Best regards, Kendal Gotthelf Beer 2361 Lower Traverse Way C | Vail, CO 970.376.6038 262 From:Wishes Toys To:PublicInputTownCouncil Subject:Summer parking Date:Monday, March 31, 2025 1:42:38 PM Hello,My name is Gregory and I own Wishes Toys and was wondering if there will be discussions on business parking passes for the Summer? 263 AGENDA ITEM NO. 8.2 Item Cover Page DATE:April 1, 2025 TIME:5 min. SUBMITTED BY:Kristen Bertuglia, Environmental Sustainability ITEM TYPE:Contract Award AGENDA SECTION:Action Items (6:45pm) SUBJECT:Contract Award with Walking Mountains Science Center for Vail Nature Center Summer Operations (7:45pm) SUGGESTED ACTION:Authorize the Town Manager to enter into an agreement with Walking Mountains Science Center for Vail Nature Center Summer Operations, in an amount not to exceed $109,373. PRESENTER(S):Kristen Bertuglia, Environmental Sustainability Director VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Contract - Vail Nature Center Operations 264 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this day of , 2025 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipal corporation with an address of 75 South Frontage Road, Vail, CO 81657, (the "Town"), and Walking Mountains Science Center, an independent contractor with an address of, P.O. Box 9469 Avon, CO 81620, ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference. B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor $109,373. This amount shall include all fees, costs and 265 2 expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Contractor shall not be paid until the Scope of Services is completed to the satisfaction of the Town. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work under the Scope of Services. D. Contractor shall at all times comply with all applicable law, including without limitation all current and future federal, state and local statutes, regulations, ordinances and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation or investigation of a Hazardous Material; and the protection of human health, safety or the indoor or outdoor environmental, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado; and all other federal, state or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, in effect now or anytime hereafter. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the 266 3 extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor; provided that Contractor shall have no liability for any work that has been modified by the Town. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that t is a Town employee for any purposes. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. 267 4 C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. VIII. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). IX. MISCELLANEOUS A.Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. B.No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C.Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D.Third Parties. There are no intended third-party beneficiaries to this Agreement. E.Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class U.S. Mail to the Party at the address set forth on the first page of this Agreement. 268 5 F.Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G.Modification. This Agreement may only be modified upon written agreement of the Parties. H.Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I.Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J.Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K.Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L.Force Majeure. No Party shall be in breach of this Agreement if such Party's failure to perform any of the duties under this Agreement is due to Force Majeure, which shall be defined as the inability to undertake or perform any of the duties under this Agreement due to acts of God, floods, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes, forces of nature, the authority and orders of government or pandemics. 269 6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO ________________________________ Russell Forrest, Town Manager ATTEST: __________________________________ Stephanie Kauffman, Town Clerk CONTRACTOR By: ________________________________ STATE OF COLORADO ) ) ss. COUNTY OF _______________ ) The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ________________,2025, by ____________________________ as _________________ of ________________________. My commission expires: (S E A L)________________________________ Notary Public 270 7 EXHIBIT A SCOPE OF SERVICES See attached Scope of Work from Walking Mountains Science Center to the Town of Vail 271 EXHIBIT A SCOPE OF SERVICES Vail Nature Center Summer 2025 The Contractor will operate the following programs at the Vail Nature Center: Wildflower Walk – (1 hour, 3 days per week) A leisurely one-hour walk through the woods and meadows in which guests learn about the flowers that carpet the mountains and the conditions they need to thrive. Morning Bird Walk – (1 hour, 2 days per week) A morning walk through the meadows and woods along Gore Creek where guests learn about a great variety of birds, what they need to survive, and how to attract birds to their own backyards. Beaver Pond Tour – (1.75 hours, 2 evenings per week) The guest experience begins at the Nature Center with a brief presentation about beavers, followed by a drive to a beaver pond and active lodge. S’Mores and More: Family Campfire Program – (1.5 hours, 2 evenings per week) A warm campfire, nocturnal creatures and the sweet smell of burning marshmallows fill this family program at the Vail Nature Center. Creekside Nature Tours – (1 hour, 2 times per Farmer’s Market) A casual nature walk along Vail’s streamside paths to learn about the importance of riparian ecosystems. Tours depart from the Walking Mountains Science Center booth at the Vail Farmers’ Market on Sundays throughout the summer. Adult Backcountry Hikes & Hiking Club – Naturalist Guides and Wilderness First Responders lead participants on all-day and half-day hikes throughout the White River National Forest. Hikes are offered 3-4 days per week. Hikes are at a pace that allows participants to enjoy the flora and fauna along the trail. Participants should be in healthy condition and accustomed to the altitude. Hike participants must pre-register and bring their own rain gear, lunch, trail snacks, water and a camera. Transportation is provided from the Nature Center. Volunteer Days – Volunteer groups and students assist with trail maintenance and invasive weeds. Custom programming – Walking Mountains may make separate contracts to work with private groups and camps such as its regular programming with VRD’s Camp Eco Fun. The Contractor will operate the Vail Nature Center facilities: The facility will be open for public visitation during its annual operating season of mid-June to the end of September. Nature exhibits and other interpretive opportunities will be provided by the staff. Normal days of operation are Mondays-Saturdays with presence at the Vail Farmers’ Market on Sundays. 272 Staff will monitor and provide basic upkeep on all Vail Nature Center trails. Staff will engage in basic invasive weed management and enforce visitor rules to help protect the area’s biodiversity. The Contractor is responsible for all services above and staffing of the Nature Center, excluding the cost of electrical service, maintenance and cleaning of the interior and exterior of the VNC, including exhibits within the VNC or on the grounds, facilities, signage, and seating, telephone and internet service. 1. Contractor’s Obligations. Contractor shall: (a) Provide all staffing and cover all related costs of wages, contract labor, benefits, payroll taxes, workers comp, uniforms, cell phones, and other costs required to run the Programs. (b) Provide one van for use in transporting staff and Program participants. (c) Supply all operating goods such as supplies, food, inventory or retail items for sale, computer and office supplies, bank and credit card fees, and all other costs required for all Program operations. (d) Pay all of the costs to maintain the required licenses from the US Forest Service and any other permits required for programs offered at the Vail Nature Center; all such licenses and permits shall be maintained in the name of the Contractor, but shall revert to the Town of Vail should the Contractor no longer operate Programs at the Vail Nature Center. (e) Provide an attendance report for all summer programs to the Town of Vail at the end of the season. 273 AGENDA ITEM NO. 8.3 Item Cover Page DATE:April 1, 2025 TIME:10 min. SUBMITTED BY:Tom Kassmel, Public Works ITEM TYPE:Resolution AGENDA SECTION:Action Items (6:45pm) SUBJECT:Resolution No. 16, Series of 2025, A Resolution Adopting the Town of Vail Public Way Permit Fee Schedule (7:50pm) SUGGESTED ACTION:Approve, approve with amendments, or deny Resolution No. 16, Series of 2025. PRESENTER(S):Tom Kassmel VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - Soil Stabilization Encroachment Fee Resolution No. 16 - PW Fees Soil Nail Update Attachment A. PW Updated Fees 4-1-2025 274 To:Vail Town Council From:Public Works Department Date:April 1, 2025 Subject:Resolution No. 15, Series 2025 - Public Way Permit Fees I.SUMMARY The Town charges Public Way Permit fees to offset the costs of managing private work within public property. The fees collected more specifically offset Public Way use, public inconvenience, property degradation, inspection, coordination, and administration. The Public Way includes Right of Way (Streets), Public Easements, and Public Properties (Village Streetscape areas, Parks, Stream tracts, and public building properties). The Town does not currently charge fees for soil stabilization measures, like soil nails, that encroach into the Public Way. Council gave staff direction at the February 18th Council meeting to include a fee for this type of soil stabilization encroachments. The purpose of this Council session is to adopt an updated fee schedule including a soil stabilization encroachment fee by Resolution as per Ordinance 8-1-35(A). (A) Fees determined.Upon receipt of a properly completed application, Public Works shall determine the amount of the fee which shall be paid by the holder of any permit under this chapter, which fee shall cover the cost of the applicant’s use of the public way including, but not limited to, application administration, pavement degradation, use of the public way, inspection of work/use, coordination of work/use, and the mitigation of public impacts. These fees shall be as currently adopted via resolution by the Town Council and shall be set forth on the schedule of fees maintained in the Public Works Department. II.FEE SCHEDULE The new fee schedule is attached, and it includes a soil nail fee rate of $500 for 0’-20’ encroachment and $1000 for over 20’encroachment. 275 III.RECOMMENDATION Staff recommends the Council adopt the new Public Way Permit Fee Schedule by Resolution. 276 RESOLUTION NO. 16 Series of 2025 A RESOLUTION ADOPTING THE TOWN OF VAIL PUBLIC WAY PERMIT FEE SCHEDULE WHEREAS, The Town of Vail (the “Town”), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing under the laws of the State of Colorado and the Town Charter (the “Charter”); and WHEREAS, The members of the Town Council of the Town (the “Council”) have been duly elected and qualified; and WHEREAS, Pursuant to Title 8, Chapter 1, Vail Town Code, a Town fee schedule for Public Way Use Permits and Public Way Street Cut Permits is necessary in order to offset costs due to Public Way use, public inconvenience, property degradation, inspection, coordination and administration; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1.The Town of Vail Public Way Permit Fee Schedule dated April 1, 2025, as set forth in the attached Exhibit A are incorporated herein by reference, is hereby approved and adopted by the Town, shall be kept on file for public copying and inspection in the office of the Town Clerk and may be amended from time to time by a resolution of the Council. Section 2.The Town Council hereby finds, determines and declares that this Resolution is necessary and proper for the health, safety and welfare of the Town of Vail and the inhabitants thereof. Section 3.This Resolution shall be effective immediately upon adoption. INTRODUCED, READ, APPROVED AND ADOPTED this 1st day of April, 2025. Travis Coggin, Mayor ATTEST: Stephanie Johnson, Acting Town Clerk 277 Exhibit A Town of Vail Public Way Permit Fee Schedule Adopted April 1st , 2025 Public Way Use and Street Cut Permit A Public Way Permit application fee of $150.00 will be assessed for the issuance of any Public Way Use or Street Cut Permit. In addition, a charge will be assessed for both Public Way Use Permits and Public Way Street Cut Permits in order to offset costs due to Public Way use, public inconvenience, property degradation, inspection, coordination and administration. The Fee schedule shall be set as follows: (Fees shall not be pro-rated, and shall be rounded up to the nearest measurement or time as indicated) Public Way Use Permit Fee: (Minimum Fee $100.00) Construction Season Single Lane Closure:$0.25 / lft / day Two Lane Closure:$0.70 / lft / day Sidewalk/Bike Path Closure:$0.25 / lft / day Core Areas Heated Streetscape $0.50 / sqft / week Non-Paved Surface $0.15 / sqft / month Parking $15.00 / space / day Parking in Vail Core Area $30.00 / space / day (W. Forest Road to Vail Valley Drive-See maps.vailgov.com) Non-Construction Season Single Lane Closure:$1.50 / lft / day Two Lane Closure:$4.50 / lift / day Sidewalk/Bike Path:$0.75 / lft / day Core Areas Heated Streetscape $1.00 / sqft / day Non-Paved Areas $0.60 / sqft / month Parking $30.00 / space / day Parking in Vail Core Area:$60.00 / space / day (W. Forest Road to Vail Valley Drive-See maps.vailgov.com) Public Way Street Cut Permit Fee: (Minimum Fee $100.00) Public Ways: Asphalt/Concrete Paved Surface:$0.45 per square foot Brick Paver Surface:$1.50 per square foot Non-Destructive Exploration (each):$75.00 per location Non-Paved Surfaces:$0.10 per square foot Public Ways Under Moratorium: Asphalt/Concrete Paved Surface:$12.00 per square foot Brick Paver Surface:$22.50 per square foot Non-Destructive Exploration (each):$300.00 per location Non-Paved Surfaces:$0.40 per square foot Soil Nail License Fee:(Soil Nail License Agreement Required) 0 to 20 linear foot encroachment $500 per nail (Horiz. or Vert. design) Greater than 20 linear foot encroachment $1000 per nail (Horiz. or Vert. design) ____________________________________________________________________________ 278 Definitions: Non-Construction Season: Times in which construction is not allowed within the Public Way in the Town of Vail as defined in Title 8 of the Town Municipal Code and as further defined by the “Vail Village Construction Information Handout” information handout. Construction Season: All times other than non-construction Season. Public Ways Under Moratorium:Public Ways that have been reconstructed, rehabilitated, or resurfaced within the past five (5)yrs. Non-Destructive Exploration: Non-destructive sub surface investigation by means of vacuum suction, auger, boring or other similar means that disturbs less than 12” diameter of the surface to determine depth and location of existing utilities or other structures, perform soil tests or analyses, or other sub surface exploratory needs. Parking:A maximum of five (5) parking spaces may be issued to each Construction Site as long as the following criteria is met; Parking is only permitted Monday-Friday, except as further limited by the Village Construction Information Handout. The Approved Parking Plan is posted at the job site in a location visible by the public adjacent to the impacted roadway. One (1) parking space is equivalent to one (1) standard passenger van, standard pickup truck, or smaller vehicle. The Parking is along the permitted property’s roadway frontage within the limits of the side property lines. The Parking does not narrow the existing road to less than 16.’ The Parking allows through traffic from both directions to be able to see approaching vehicles through and beyond the parking area with sufficient time to yield prior to entering the narrowed portion of the roadway. Through traffic volume is such that sufficient gaps exist for vehicular traffic to yield and not create a traffic queue. Village Core Area:The Village Core Area is defined as all of Vail Valley Drive, and the entire area defined by the South Frontage Road to the north, ERWSD offices to the west, Ford Park to the East, and Vail Mountain to the south. See maps.vailgov.com 279 AGENDA ITEM NO. 8.4 Item Cover Page DATE:April 1, 2025 TIME:20 min. SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Ordinance AGENDA SECTION:Action Items (6:45pm) SUBJECT:Ordinance No. 6, Series of 2025, First Reading, An Ordinance Amending Title 7 of the Vail Town Code by the Addition of a New Chapter 14, to Establish an Automated Vehicle Identification System (8:00pm) SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 6, Series of 2025 upon first reading PRESENTER(S):Commander Chris Botkins, Vail Police Department VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - Automated Vehicle Identification System (AVIS) Ordinance No. 6 - AVIS 280 March 20, 2025 To:Vail Town Council Through:Russ Forrest Town Manager Ryan Kenney Chief of Police From:Christopher Botkins Operations Commander Subject:Automated Vehicle Identification System Ordinance The Vail Police Department is requesting the Town Council adopt an ordinance authorizing the use of an Automated Vehicle Identification System (AVIS) to issue speeding tickets at two locations in the Town of Vail. The first designated location is monitoring westbound traffic on S. Frontage Rd. adjacent to Village Center Dr. The second location is monitoring westbound traffic on N. Frontage Rd. near Zermatt Ln. This measure is intended to enhance public safety, improve the consistency of traffic law enforcement, and reduce the incidence of speeding-related incidents. Speeding is a primary contributor to traffic accidents and can compromise the safety of both residents and visitors. As Vail continues to experience increased traffic volumes, it is imperative that we employ modern, effective strategies to manage speed-related issues. Automated Vehicle Identification Systems have been successfully utilized in various jurisdictions within the state of Colorado to deter speeding through consistent and timely enforcement, enhance the efficiency of issuing warnings and citations, and provide a data-driven approach to traffic management. The proposed ordinance is firmly supported by Colorado Revised Statute 42-4-110.5, ensuring that our local enforcement measures comply with state law. The automated system not only offers impartial enforcement of speed limits but also enhances operational efficiency by reducing the administrative burden on our traffic enforcement officers. Furthermore, any additional revenue generated from speeding citations can be reinvested in community safety programs and infrastructure improvements. 281 Town of Vail Page 2 Adopting this ordinance will modernize our traffic enforcement practices and align them with contemporary technological standards while improving the safety and well-being of Vail residents and visitors. I appreciate your consideration of this proposal and am available to discuss it further or provide additional information as needed. 282 3/20/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@480C0939\@BCL@480C0939.DOCX ORDINANCE NO. 6 Series of 2025 AN ORDINANCE AMENDING TITLE 7 OF THE VAIL TOWN CODE BY THE ADDITION OF A NEW CHAPTER 14, TO ESTABLISH AN AUTOMATED VEHICLE IDENTIFICATION SYSTEM WHEREAS, the Town Council wishes to add provisions to the Vail Town Code to include the use of an automated vehicle identification system to detect violations of traffic regulations; and WHEREAS, the Town Council finds it in the best interest of the public health, safety and welfare to adopt these amendments to the Vail Town Code. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1.Title 7 of the Vail Town Code is hereby amended by the addition of a new Chapter 14 as follows: CHAPTER 14:AUTOMATED VEHICLE IDENTIFICATION SYSTEMS § 7-14-1 DEFINITIONS. For purposes of this Chapter, the following terms shall have the following meanings: AUTOMATED VEHICLE IDENTIFICATION SYSTEM: A machine used to automatically detect a traffic violation and simultaneously record a photograph of the vehicle and the license plate of the vehicle. NOTICE OF VIOLATION: A notice to a registered owner of a vehicle involved in a traffic violation detected by an automated vehicle identification system advising that the violation has been detected, or a similar notice mailed to the operator of the vehicle identified by the registered owner of said vehicle. PENALTY ASSESSMENT NOTICE: A notice to a registered owner of a vehicle involved in a traffic violation that has previously received a notice of violation. RESIDENTIAL NEIGHBORHOOD: A block on which a majority of the improvements along both sides of the street are residential dwellings and the speed limit is thirty-five (35) miles per hour or less. § 7-14-2 NOTICE OF VIOLATION. (A)If the Town detects any alleged traffic violation through the use of an automated vehicle identification system, the Town may issue to the vehicle's registered owner a notice of violation. 283 2 3/20/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@480C0939\@BCL@480C0939.DOCX (B)The Town may only issue a notice of violation for violations that occur: (1)Within a school zone; (2)Within a residential neighborhood; (3)Within a maintenance, construction, or repair zone designated pursuant to C.R.S. § 42-4-614; (4)Along a street that borders a Town park; or (5)Along a street, or portions of a street designated as an automated vehicle identification system corridor as set forth in Section 7- 14-5. (C)The notice of violation shall be served: (1)Within thirty (30) days after the alleged violation if the vehicle involved in the alleged violation is registered in the State; or (2)Within sixty (60) days after the alleged violation if the vehicle involved in the alleged violation is registered outside the State. (D)The notice of violation shall contain: (1)The name and address of the registered owner of the motor vehicle involved in the alleged violation; (2)The license plate number of the motor vehicle involved in the alleged violation; (3)The date, time, and location of the alleged violation; (4)The amount of the civil penalty prescribed for the alleged violation; (5)The deadline for payment of the prescribed civil penalty and for disputing the alleged violation; and (6)Information on how the registered owner may either dispute the alleged violation at a hearing or pay the prescribed penalty. (E)To protest a notice of violation, the registered owner shall request a hearing in writing within forty-five (45) days after the date of the notice of violation. At the hearing, the Town may not require the registered owner to disclose the identity of the driver of the vehicle, but may require the registered owner to submit evidence that the owner was not the driver at the time of the alleged violation. § 7-14-3 SPEEDING. (A)Signage. The Town shall place a sign in a conspicuous place not fewer than three hundred (300) feet before the area in which the automated vehicle identification system is used, to notify the public that an automated vehicle identification system is in use immediately ahead. 284 3 3/20/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@480C0939\@BCL@480C0939.DOCX (B)Violations. (1)For a speeding violation of less than ten (10) miles per hour over the speed limit, the violation may be cited as follows: (a)For the first offense, a written warning with no penalty or surcharge; or (b)For the second or subsequent offense, a notice of violation. (2)For a speeding violation of more than ten (10) miles per hour over the speed limit, the Town may issue the registered owner a notice of violation. (C)Penalty. The maximum penalty, including any surcharge, is forty dollars ($40.00), unless the violation is within a school zone or a designated construction zone, in which case the maximum penalty is eighty dollars ($80.00). § 7-14-4 DISOBEDIENCE TO A TRAFFIC CONTROL SIGNAL. (A)For traffic control signals, the Town shall post a sign notifying the public that an automated vehicle identification system is in use immediately ahead. Such sign shall: (1)Be placed in a conspicuous location not less than two hundred (200) feet and not more than five hundred (500) feet before the automated vehicle identification system; and (2)Use lettering that is at least four (4) inches high for upper case letters and two and nine-tenths (2-9/10) inches high for lower case letters. (B)The maximum penalty, including any surcharge, is seventy-five dollars ($75.00). § 7-14-5 AUTOMATED VEHICLE IDENTIFICATION SYSTEM CORRIDORS. (A) The Town identifies the following corridors as automated vehicle identification system corridors: (1)East and Westbound South Frontage Road from 1000 South Frontage Road West to 700 South Frontage Road East; and (2)East and Westbound North Frontage Road from 2293 North Frontage Road West to 1300 North Frontage Road West. (B)Prior to using an automated vehicle identification system on an automated vehicle identification system corridor, the Town shall post a sign not fewer than three hundred (300) feet before the beginning of the corridor and a sign not fewer than three hundred (300) feet before each camera within the corridor. 285 4 3/20/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@480C0939\@BCL@480C0939.DOCX § 7-14-6 PENALTY ASSESSMENT NOTICES. (A)If the Town has not received the prescribed civil penalty or written notice requesting a hearing by the deadline, then the Town may issue a penalty assessment notice to be served on the registered owner either by first class United States mail or personal service. (B)The penalty assessment notice shall contain: (1)The name and address of the registered owner of the motor vehicle involved in the alleged violation; (2)The license plate of the motor vehicle involved in the alleged violation; (3)The date, time, and location of the alleged violation; (4)The amount of the civil penalty prescribed for the alleged violation; (5)The deadline for payment of the prescribed civil penalty; and (6)Information on how to pay the prescribed civil penalty. (C)If the registered owner fails to pay the full penalty by the deadline, a final order of liability shall be entered against and personally served on the registered owner. (D)The Town may initiate or pursue a collection action against the registered owner for debt resulting from the final order of liability. (E)The Town shall not report to the Colorado Department of Transportation any conviction or final order if the violation was detected through the use of an automated vehicle identification system. (F)If the registered owner fails to pay the full penalty, the Town shall not attempt to enforce the penalty by immobilizing the vehicle. (G)No portion of any fine collected through the use of an automated vehicle identification system may be paid to the manufacturer or vendor of the automatic vehicle identification system equipment. The compensation shall be based on the value of equipment and services provided, and may not be based on the number of traffic citations issued or the revenue generated by such equipment or services. § 7-14-7 DATA RETENTION. (A)The Town shall program the automated vehicle identification system to retain data only when a traffic violation occurs. (B)The Town shall treat all photographs and video collected by the automated vehicle identification system as confidential and exempt from disclosure and inspection pursuant to the Colorado Open Records Act, C.R.S. § 24-72-200.1, et seq. 286 5 3/20/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@480C0939\@BCL@480C0939.DOCX (C)The Town shall not use, disclose, sell, or permit access to photographs, video, or personal identifiable data collected by the automated vehicle identification system except to the extent necessary to operate the program, including for purposes of processing violations, for other law enforcement purposes, for transferring data to a new vendor or operating system, or pursuant to a court order. (D)The Town shall destroy any photographs and video of a violation collected by the automated vehicle identification system within three (3) years after the final disposition of the violation, unless the photographs or video are maintained in a separate system for other purposes allowed by law. Section 2.If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not effect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. Section 3.The 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 4.The amendment of any provision of the Vail Town Code as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceeding as commenced under or by virtue of the provision amended. The amendment of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. Section 5.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 1st day of April, 2025 and a public hearing for second reading of this Ordinance set for the 15th day of April, 2025, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. 287 6 3/20/2025 C:\USERS\EASYPD~1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 8\@BCL@480C0939\@BCL@480C0939.DOCX _____________________________ Travis Coggin, Mayor ATTEST: ____________________________ Stephanie Johnson, Acting Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this 15th day of April, 2025. _____________________________ Travis Coggin, Mayor ATTEST: ____________________________ Stephanie Johnson, Acting Town Clerk 288 AGENDA ITEM NO. 9.1 Item Cover Page DATE:April 1, 2025 TIME:30 min. SUBMITTED BY:Heather Knight, Community Development ITEM TYPE:Public Hearings AGENDA SECTION:Public Hearings (8:20pm) SUBJECT:An Appeal, Pursuant to Section 12-3-3, Appeals and Call-Up, Vail Town Code, of the Final Decision of the Town of Vail Planning and Environmental Commission on January 13, 2025, Denying the Variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, Pursuant to Title 12 Chapter 17, Variances, Vail Town Code to Allow for an Increase in the Allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District Located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing (TC25-0002) (8:20pm) SUGGESTED ACTION:Uphold, uphold with amendments, or deny the Planning and Environmental Committee's decision. PRESENTER(S):Heather Knight, Planner VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - 387 Beaver Dam Cir Appeal Rules of Procedure - April 1 PEC Appeal Attachment A. 387 Beaver Dam GRFA Variance Appeal Attachment B. PEC24-0048 Packet Attachment C. PEC Meeting Minutes Attachment D. Appellant PEC Presentation Staff Presentation - TC25-0002 387 Beaver Dam Circle Appellant Presentation - 387 Beaver Dam Circle 289 Town of Vail Page 1 04/01/2025 TO: Town Council FROM: Community Development Department DATE: April 1, 2025 SUBJECT: An appeal, pursuant to Section 12-3-3, Appeals and call-up, Vail Town Code, of the final decision of the Town of Vail Planning and Environmental Commission on January 13, 2025, denying a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing. (TC25-0001) Appellant: AB Global, Inc, represented by Mauriello Planning Group (MPG) Applicant: AB Global, Inc, represented by Mauriello Planning Group (MPG) Planner: Heather Knight I. SUBJECT PROPERTY The subject property is located at located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing. II. VAIL TOWN COUNCIL JURISDICTION Pursuant to Section 12-3-3B Vail Town Code, the Town Council must hear and decide appeals from any decision, determination, or interpretation by the Planning and Environmental Commission with respect to the provisions of Title 12, Zoning Regulations, and Title 14, Development Standards, Vail Town Code. III. PROCEDURAL CRITERIA FOR APPEALS Pursuant to Sections 12-3-3B, Vail Town Code, there are three basic procedural criteria for an appeal: (1) Purpose. The purpose of this subsection B is to provide an avenue to appeal a final decision based on a belief that there was an error in a decision made under the relevant Title of the Town Code. (2) Applicability. This subsection (B) shall apply to final decisions made by the Planning 290 Town of Vail Page 2 04/01/2025 and Environmental Commission, Design Review Board, or Art in Public Places Board with respect to the provisions of the Town Code. (3) Standing. Only the following have standing to appeal: the affected applicant; an owner of real property that is adjacent to the property that is the subject of the application, or any adversely affected person. For purposes of this Section, adversely affected person means any person who will suffer an adverse effect to an interest protected by this Title, but only if the adverse effect exceeds in degree the effect on others in the general interest in community good shared by all persons. (4) Procedure. (a) A notice of appeal shall be filed within 20 days of the decision being appealed. The notice of appeal shall include all information required by the appeal application provided by the Department of Community Development and the applicable fee established by resolution of the Town Council. Failure to timely file a complete appeal shall constitute a waiver of the right to appeal. (b) Within 7 days of receipt of a complete notice of appeal, the Administrator shall determine whether the appellant has standing to appeal. If the Administrator finds that the appellant does not have standing, the Administrator shall notify the appellant, in writing, that the appeal has been dismissed. The dismissal is not subject to further appeal. (c) If the Administrator determines that the appellant has standing, the Administrator shall schedule a public hearing before the Town Council to occur within 60 days of such determination. (d) At least 15 days prior to the hearing, the Administrator shall send written notice of the date, time and place of the hearing to the last known addresses of the applicant, appellant and adjacent property owners by first class U.S. Mail. If adjacent property owners are in a planned community, notice shall be sufficient if mailed to the owners’ association. (e) All appeals shall be de novo, and the Town Council may consider any evidence it deems to be relevant. The burden shall be on the appellant to prove by a preponderance of the evidence that the decision was incorrect. The Town Council may adopt procedures for the public hearing, including without limitation time allowances for the presentation of evidence, argument and public comment, if any. (f) The Town Council shall review the appeal based on the applicable standards and criteria in the Town Code. The Town Council shall affirm, modify or overturn the decision, and shall issue written findings to support its decision. The Town Council may request that the Town Attorney draft such findings for adoption at a subsequent meeting, and the Town Council’s decision shall not be final until adoption of such findings. (5) Stay. The filing of a complete notice of appeal shall stay all permit activity and any proceedings related to the application being appealed or the property that is the subject of such application, unless the Administrator determines that a stay poses imminent peril to life or property. The stay shall continue until final resolution of the appeal. (6) Further review. The decision of the Town Council on any appeal is final, subject only to judicial review as allowed by law. 291 Town of Vail Page 3 04/01/2025 IV. SUMMARY The question to be answered by the Vail Town Council regarding this appeal is: Should the January 13, 2025, decision of the Planning and Environmental Commission be upheld? Pursuant to Section 12-3-3, Vail Town Code, the Vail Town Council must uphold, uphold with modifications, or overturn the Planning and Environmental Commission’s January 23, 2025, decision. V. BACKGROUND AB Global Inc, represented by Mauriello Planning Group requested a review of a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing (PEC24-0048). On January 13, 2025, the Planning and Environmental Commission held a public hearing on the Variance application and voted 6-1 to deny the application, finding that the application failed to meet required criteria in Chapter 12-17 (found in the staff memo on pages 13-14). This item was opened on March 18th and was continued to April 1st Town Council meeting. VI. APPLICABLE DOCUMENTS The applicable Code section is Vail Town Code, Title 12, Section 12-17-6 Criteria and Findings of the Vail Town Code, as linked below. https://codelibrary.amlegal.com/codes/vailco/latest/vail_co/0-0-0-11916 VII. DISCUSSION ITEM Should the January 23, 2025, decision of the Planning and Environmental Commission be upheld? VIII. REQUIRED ACTION Pursuant to Section 12-3-3, Vail Town Code, the Vail Town Council must uphold, uphold with modifications, or overturn the Planning and Environmental Commission’s January 23, 2025, decision. The Town Council must act by motion, with such motion to be approved by a majority of those present. Should the Vail Town Council choose to uphold the decision of the Planning and Environmental Commission, the following motion is recommended: 292 Town of Vail Page 4 04/01/2025 “I move that the Town Council uphold the January 23, 2025, decision of the Planning and Environmental Commission, because the PEC properly determined that the Variance application did not comply with Title 12, Section 12-17-6 Criteria and Findings of the Vail Town Code.” Should the Vail Town Council choose to overturn the decision of the Planning and Environmental Commission, the following motion is recommended: "I move that the Town Council overturn the January 23, 2025, decision of the Planning and Environmental Commission, because the submitted Variance application complies with the Title 12, Section 12-17-6, of the Vail Town Code, finding the application meets the required criteria.” IX. ATTACHMENTS A. AB Global, Inc. Appeal with supporting documentation, January 31, 2025 B. PEC24-0048, January 13, 2025 packet including staff memo and attachments C. PEC Meeting Minutes and Results, January 13, 2025 293 RULES OF PROCEDURE FOR THE APRIL 1, 2025 APPEAL HEARING BEFORE THE VAIL TOWN COUNCIL REGARDING THE PLANNING AND ENVIRONMENTAL COMMISSION APPLICATION (PEC24-0048) 1. Purpose. These Rules of Procedure ("Rules") are adopted pursuant to Vail Town Code § 10-1-13 to establish the procedures for a hearing to consider an appeal of the decision by the Planning and Environmental Commission (the “PEC”) to deny the variance of a Planning and Environmental Commission application (PEC24-0048) (the "Decision"). These Rules are limited to this hearing and any continuances thereof and shall not apply to any other hearings before the Town Council. These Rules are intended to establish reasonable procedures to protect applicable due process rights and to ensure that the hearing proceeds in a fair and expeditious manner. 2. Burden of Proof. The burden is on the Appellant to prove by a preponderance of the evidence that the decision being appealed was incorrect. 3. Testimony. All testimony to the Town Council shall be deemed to have given such testimony under oath. 4. Orderly Conduct. All persons appearing at the hearing shall act in an orderly and courteous manner. 5. Order of Proceedings. a. The Mayor shall open the hearing, and Town staff shall present the procedural history and the PEC’s decision on the appeal. The Town Council may ask questions of Town staff during this presentation. b. Appellant shall be allotted a total of 30 minutes to present evidence, witness testimony, statements and arguments in support of the appeal. The Town Council may ask questions of any witness. c. Town staff may then respond to or supplement the evidence and testimony presented by Appellant. d. The Town Council shall have the right at any time to temporarily recess to review any written evidence provided by any person if such review cannot occur while the hearing proceeds. 6. Continuance. Once the hearing has commenced, the Town Council may continue the hearing to a date certain upon its own motion, for good cause including without limitation the need for additional time for presentation or consideration of evidence or the need for additional information. At any continued hearing, no additional time shall be allotted for public comment. 294 2 3/27/2025 Town of Vail 7. Decision. At the conclusion of the presentation of testimony and evidence the Town Council may deliberate. Following deliberation, the Town Council shall make findings of fact based on the evidence presented, and may affirm, reverse or modify the Decision, by a simple majority of the Town Council present. 295 Appeal of Planning & Environmental Commission Decision 387 Beaver Dam Circle Submitted to the Town of Vail: January 31, 2025 296 Appeal of Planning and Environmental Commission Decisions On January 13, 2025, the Planning and Environmental Commission voted to deny a variance request to allow for an increase in the allowable GRFA for the home located at 387 Beaver Dam Circle / Lot 1A, Block 4, Vail Village 3rd Filing. The owner, AB Global Inc., is appealing the Planning and Environmental Commission’s denial. This submittal is provided to the Vail Town Council to address the submittal requirements of Section 12-3-3 Appeals and Call-Up, Vail Town Code. Standing: As the affected applicant, AB Global, Inc. has standing to file this appeal as outlined in Section 12-3-3B(3): Standing. Only the following have standing to appeal: the affected applicant; an owner of real property that is adjacent to the property that is the subject of the application, or any adversely affected person. For purposes of this Section, adversely affected person means any person who will suffer an adverse effect to an interest protected by this Title, but only if the adverse effect exceeds in degree the effect on others in the general interest in community good shared by all persons. Owner and Adjacent Properties: MAURIELLO PLANNING GROUP PO BOX 4777 EAGLE, CO 81631 TOWN OF VAIL 75 S FRONTAGE RD W VAIL, CO 81657-5043 VAIL CORP THE FIXED ASSETS DEPARTMENT 390 INTERLOCKEN CRES STE 1000 BROOMFIELD, CO 80021-8056 KAPITO, ROBERT & ELLEN BLACK ROCK 55 E 52ND ST FL 6 NEW YORK, NY 10055-0003 HAMMELL, MICHAEL A. CHERRY LANE DR CHERRY HILLS VILLAGE, CO 80113-4209 FREIBURG SNOW LLC 19 SUNSET DR ENGLEWOOD, CO 80113-4033 POCH, DAVID & MICHAEL DR. DAVID POCH 6281 CAMINO DE LA COSTA LA JOLLA, CA 92037-6524 DIKEOU, PANAYES J. 1615 CALIFORNIA ST STE 707 DENVER, CO 80202-3706 2401 BLAKE LLC 1615 CALIFORNIA ST STE 707 DENVER, CO 80202-3706 VALDES, ROBERTO MANUEL GONZALEZ RIO DANUBIO 117 COLONIA DEL VALLE SAN PEDRO GARZA GARCIA MEXICO OCANTO GROUP LLC 1111 BRICKELL AVE STE 2600 MIAMI, FL 33131-3144 AB GLOBAL INC 2307 DOUGLAS RD STE 403 MIAMI, FL 33145-3057 Relevant Code Sections: The following are the relevant code sections: •Section 12-6D-8(B) Gross Residential Floor Area •Section 12-17-6 Criteria and Findings 2 297 3 298 January 30, 2025 Vail Town Council 75 S. Frontage Road West Vail, CO 81657 RE: Appeal of the Planning and Environmental Commission’s denial of a GRFA Variance request at 387 Beaver Dam Circle To Vail Town Council: On January 13, 2025, the Vail Planning and Environmental Commission reviewed a request for a GRFA Variance for 387 Beaver Dam Circle. AB Global Inc. recently purchased the property in July 2023. Unbeknownst to the buyers, the previous owner had converted below grade crawl spaces to GRFA without approval from the Town of Vail. This information was not disclosed to the new owners. The owners would like to resolve the issue - both for their current ownership of the home and so that these issues do not arise for any future buyers. The owner is trying to find a solution that will ultimately legalize the finished spaces within the home that the current owner would like to utilize. We believe that this variance is warranted based on the physical characteristics of the site and the existing home. The property was granted a separation request by the DRB in the late 1990s - allowing the secondary unit to be detached from the primary unit. This approval was based on the presence of wetlands and a stream running through the property. The wetland report recommended a stepped foundation to minimize impacts to the wetland vegetation. The stepped foundation created crawl spaces at each level of the foundation. These crawl spaces were then converted to GRFA by the previous owner. We believe that the PEC failed to consider the necessary findings for a variance as outlined in Section 12-17-6 of the Vail Town Code: (B) Necessary findings. The Planning and Environmental Commission shall make the following findings before granting a variance: (1) That the granting of the variance will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same zone district; (2) That the granting of the variance will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity; and (3) That the variance is warranted for one or more of the following reasons: (a) The strict or literal interpretation and enforcement of the specified regulation would result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of this title; (b) There are exceptional or extraordinary circumstances or conditions applicable to the site of the variance that do not apply generally to other properties in the same zone district; and (c) The strict or literal interpretation and enforcement of the specified regulation would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. The necessity of a stepped foundation created a major inequity in the treatment of sites in the vicinity. In the most simplistic of terms, new homes are rarely, if ever, constructed with a stepped foundation today because the most recent amendment to calculation of GRFA only allows for the basement deduction at the very lowest portion of the home. So while these spaces that were converted on this home are completely underground, they cannot use the basement deduction on these spaces. Because of the unique characteristics of the site and the existing stepped foundation, the granting of the variance would not be a grant of special privilege. 4 299 These spaces have no impact on the bulk and mass of the home. If the Town denies this variance, the remedy is to fill these areas to a head height of <5 ft - at considerable cost and hardship to the owner - and no exterior changes will occur to the home. Such a move will have significant impacts to the function and flow of the home while the use of the space has no impact to neighbors or the community at large. Because of this, the granting of this variance will have no effect on properties or improvements in the vicinity. Additionally, the owner is willing to work with the Town to ensure that these spaces are brought into compliance with current building codes, an improvement to the public health, safety, and welfare. These inequities could also be resolved with a code amendment to create a GRFA definition that is more equitable to all residential properties. The current GRFA regulations created unforeseen consequences and issues that could be resolved with amendments to the methodology of the calculations. We believe that our submittal materials have demonstrated that the variance is warranted. Enforcement of the regulation of the calculation of GRFA, which would require that the owner fill in these areas is an unnecessary physical hardship. The site is constrained by wetlands and a stream, which necessitated a stepped foundation - these conditions do not generally apply to other properties in the vicinity. Furthermore, these conditions warrant a variance to create equity amongst properties zoned P/S. These constraints deprived the applicant of the ability to maximize the basement deduction. As witnessed in more recent home construction along Forest Road, Beaver Dam Road, and Rockledge Road - basement GRFA deductions are maximized by scraping the site, creating significantly more site disturbance and environmental impact. We understand the difficulty and rarity of the granting of GRFA variances. However, this particular situation is unique to this property and does not create a legal precedent. The owner respectfully and humbly requests a GRFA variance to allow these spaces to remain. We appreciate your time and consideration on this matter. Thank you. Sincerely, 5 Dominic Mauriello, AICP Mauriello Planning Group Allison Kent, AICP Mauriello Planning Group 300 Introduction The applicant, AB Global Inc., represented by Mauriello Planning Group, is requesting a variance at 387 Beaver Dam Circle / Lot 1A, Block 4, Vail Village Filing 3 to allow for a variance from Section 12-6D-6.B Gross Residential Floor Area. This section provides the GRFA limitations in the Two-Family Primary/Secondary District (P/S). The current owners recently purchased the property in July 2023. Unbeknownst to the buyers, the previous owner had converted crawl spaces to GRFA without approvals from the Town of Vail. This information was not disclosed to the new owners. The owners would like to resolve the issue - both for their current ownership of the home and so that these issues do not arise for any future buyers. The applicant is trying to find a solution that will ultimately legalize the finished spaces within the home that the current owner would like to utilize. On the main level of the home, there are two spaces that were converted from mechanical crawlspace to GRFA, as shown on the plan below. The first, shown in blue from the 2011 plans below, is almost entirely below grade but not on the lowest level of the home to count as excluded basement area. It sits under the garage of the home and appears to have been dug out by the previous owner so that the head height now exceeds 5 ft. It now qualifies as GRFA is approximately 354 sq. ft. Due to its underground location, there are no windows into the space and it is currently set up a storage. The second space, shown in yellow on the 2011 plans above, is beneath the another garage area. This space is also almost entirely below grade and was also shown as crawl space but not on the lowest level of the home to count as excluded basement area. It was converted into GRFA and converted into a laundry area and pantry. It is 317 sq. ft. There are no windows into the space. 6 The main level of the home included a conversion of mechanical and crawl space that was converted to a GRFA as storage room and laundry and pantry area. These spaces are 662 sq. ft. 301 On the lowest level of the home, there is an additional area that was shown as crawl space. This area has not changed much, but is now full head height and is used for storage. This space is entirely below grade and is 174 sq. ft. There are no windows into the area. Because this area is on the lowest level of the home, and is below grade the entirety of the space is deducted from GRFA. Request: The owner is requesting a GRFA variance to allow these spaces to remain as livable areas. It equates to a request of approximately 660 sq. ft. in excess of allowable GRFA for the property. The owner understands that this is a difficult request to make of the Town, but is looking to find a reasonable solution for all parties involved and believe that there is justification for a GRFA variance as discussed herein. If approved, the applicant understands that these spaces will need to be updated to current building code requirements and will undergo the appropriate permitting process with the Town to ensure that all life safety requirements are met. 7 The lowest level of the home includes a conversion of mechanical crawl space that was converted to a full head height storage room. This space is 174 sq. ft. It is below grade and is therefore deducted from GRFA. 302 History and Background of the Property The home at 387 Beaver Dam Circle was constructed in 1999, though the history of the property dates back to 1964. Lot 1, Block 4, Vail Village 3rd Filing was approved in 1964 under Eagle County jurisdiction. When Vail was incorporated in 1966, this neighborhood was part of the original Town of Vail. Originally zoned Residential, the lot, along with most of the neighborhood, was rezoned Primary/Secondary Residential in 1977. In the late 1990s, the Town approved a separation request for then-owner, W&B development, to allow for the primary unit and secondary unit to be constructed as detached due to wetlands and a small stream running through the property. The secondary unit included a Type 2 EHU. A duplex plat was recorded in 2002, with Lot 1A as the secondary unit and Lot 1B as the primary unit. As required by the Town for all duplex plats, there is a restriction that the GRFA is calculated on the combined area of the two parcels. At the time, the entirety of the property was maxed out on GRFA. The lot size is indicated on the 2002 plat as 0.8671 acres which calculates to 37,770.876 sq. ft. Later in 2002, Lot 1A was sold to HIBOU Colorado Properties LLC. In 2004, the Town completed a major rewrite of the GRFA regulations. The changes had the effect of increasing allowable GRFA for the entirety of Lot 1 from 6,488 sq. ft. to 8,916 sq. ft. The GRFA amendments are discussed in additional detail in the following section of this submittal. In November of 2011, Lot 1A was sold to HCH Organization LLC and a major remodel was completed on the secondary unit. The owner of the secondary residence participated in the EHU exchange program and converted the EHU living space into GRFA for the residence. The remodel and elimination of the EHU used 3,566 sq. ft. of GRFA. This 2011 remodel maxed out the GRFA allowed for the secondary unit. 8 Subject property: Lot 1A 303 Lot 1B, the primary unit, underwent a major remodel in 2014 which utilized 5,354 sq. ft. of GRFA. With this remodel, the entirety of the property (Lot 1) was maxed out on GRFA at 8,919 sq. ft. The GRFA calculation on the 2014 plans indicated that the applicant rounded the lot area to 0.87 acres which calculates to 37,897 sq. ft. While this rounding of the lot area from the platted lot area is relatively inconsequential, it is noted that it equates to a difference of 126 sq. ft. of lot area. This accounts for approximately 7.5 sq. ft. difference of total allowable GRFA for Lot 1, which is reflected in calculations being slightly different in this submittal versus other calculations in the record. In 2023, Lot 1A was sold to AB Global Inc., who submitted a building permit to the Town of Vail for interior renovations to the unit. Unbeknownst to the current owners, the prior owner had converted areas identified as “crawl space” on the 2011 plans into GRFA. These spaces equate to an additional 662 sq. ft. of GRFA. The Town identified the issue during the review of the building permit and informed the current owner that the GRFA issue needed to be resolved. The owner is asking for a variance to allow Lot 1A to exceed allowable GRFA by a total of 662 sq. ft. It is the owner’s hope that a resolution to legalize these spaces through the Town’s variance process will allow the owner to utilize these spaces as planned for when they purchased the unit. The previous owner did not disclose that these areas were not legally constructed through the Town’s design review process, nor did they have appropriate building permits and inspections. 9 2002 2011 2014 2024 New Construction Total GRFA: 6,488 sf P: 3,808 S: 2,680 Remodel of Secondary Total GRFA: 7,179 sf P: 3,614 S: 3,565 Remodel of Primary Total GRFA: 8,919 sf P: 5,354 S: 3,565 New owner submits plans to TOV, illegal conversion identified 2004 Town amends GRFA allowance and calculation method Area of the home that was shown as crawl space on the plan that was converted to a laundry and pantry space. 304 Town’s GRFA Regulations The allowances for gross residential floor area in the Town of Vail have always been difficult to implement. The original GRFA allowance as established in Ordinance 30 of 1977 for the Primary Secondary (P/S) Zone District was as follows: 25% of the first 15,000 sq. ft. of lot area 10% of 15,000 sq. ft. to 30,000 sq. ft of lot area 5% of the site area in excess of 30,000 sq. ft. of lot area The secondary unit was not to exceed 1/3 of the allowable GRFA The calculation remained the same until 1981, when the code was amended by Ordinance 23 of 1981 to allow the secondary unit to be a maximum of 40% of the allowable GRFA. Then, in 1985, the Town adopted the “250 Ordinance” which allowed any 5 year old existing dwelling unit to add 250 sq. ft. In 1990, the Town undertook the first major overhaul of GRFA in the Town of Vail. Along with modifying the definition of GRFA, the P/S zone district granted an additional 425 sq. ft. per allowable dwelling unit, effectively increasing the allowable GRFA of P/S zoned properties by 850 sq. ft. The “250 Ordinance” was then amended in 1995 to eliminate the ability to use the 250 if it is a demo/rebuild, to require review by the PEC, and to allow only units that were in existence prior to November 30, 1995 to use the 250. It was common that throughout the 1980s and 1990s, the Town faced on-going issues with the enforcement of GRFA and there was growing concern that owners were doing work without permits, compromising the safety of residents with these illegal construction activities. In 1997, the Town added “Interior Conversions” to the GRFA Chapter, which allowed any units in existence prior to 1997 to participate in an Interior Conversion. It was adopted in recognition that many owners had converted non-habitable space into GRFA without appropriate permits. This section states: § 12-15-4 INTERIOR CONVERSIONS. (A) Purpose. This section provides for flexibility and latitude with the use of interior spaces within existing dwelling units that meet or exceed the allowable gross residential floor area (GRFA). This would be achieved by allowing for the conversion of existing interior spaces such as vaulted spaces, crawl spaces and other interior spaces into floor area, provided the bulk and mass of the building is not increased. This provision is intended to accommodate existing homes where residents desire to expand the amount of usable space in the interior of a home. The town has also recognized that property owners have constructed interior space without building permits. This provision is also intended to reduce the occurrence of interior building activity without building permits and thereby further protecting the health, safety, and welfare of the community. While other ordinances modified the GRFA section of the P/S zone district, the overall calculation remained the same until the adoption Ordinance 14 of 2004. A group of owners and other interested parties submitted an application to the Town of Vail in 2002 with a simple premise: “Eliminate GRFA and allow the other development regulations such as site coverage and height to regulate bulk and mass, especially in the low density residential zone districts.” It was clear from the staff memorandums from the time that because the Interior Conversion only applied to units constructed prior to 1997, staff was still continually dealing with enforcement issues relating to the illegal conversion of crawl or lofted spaces to GRFA. The PEC memo from October 14, 2002, states: Are there safety implications of GRFA? There is a significant economic incentive to utilize every square foot in Vail’s real estate market. Illegal construction to create new floor area happens frequently. Sometimes the Town is able to identify and stop this activity and some times it does not. The result is often construction without a building permit. Therefore fire alarms, fire access, safe construction are issues that may not be addressed… (pg. 9, Staff Memorandum to PEC dated October 14, 2002) 10 305 Notably, much of the research provided to staff in the early 2000s, included research that had been completed in the mid-1990s which was based on a similar premise: GRFA is difficult to administer and has lead to construction completed without building permits - compromising the safety of residents. From a review of the minutes of the PEC reviews during the early 2000s, it was continually identified by PEC members that basements and crawl spaces were always the most problematic aspect of GRFA regulations. The chairperson of the PEC stated: …Below grade not being counted was a unanimous decision. He stressed simplicity and said that a restriction of basements not exceeding the actual footprint of the structure might be implemented successfully. (PEC Minutes from August 11, 2023) Following years of discussions and hearings, Ordinance 14 of 2004 was approved by the Town Council, providing a major overhaul of GRFA in the Town of Vail. GRFA calculations for the P/S zone district were amended as follows: 46% of the first 10,000 sq. ft. of lot area 38% of 10,000 sq. ft. to 15,000 sq. ft of lot area 13% of 15,,000 sq. ft. to 30,000 sq. ft of lot area 6% of the site area in excess of 30,000 sq. ft. of lot area The secondary unit was not to exceed 40% of the allowable GRFA With this amendment, the 425 sq. ft. credit per allowable unit was eliminated. Additionally, the allowance for “250 Additions” and “Interior Conversions” were eliminated for many zone districts, including P/S-zoned properties. The concept was that GRFA was increased enough to capture these other allowances. We are not sure that was a successful assumption. While the methodology of measuring GRFA was also modified with Ordinance 14 of 2004, the biggest change was allowing for basements to be deducted from the calculation. This was a major point of discussion during the amendment process, as it was argued that basements areas should not be counted toward GRFA because they do not have an impact on a structure’s bulk and mass. The language adopted in 2004 was as follows: 6. Basements: on the lowest level of a structure, the total percentage of exterior wall surfaces unexposed and below existing or finished grade, whichever is more restrictive shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The percentage deduction calculations shall be rounded to the near whole percent. The lowest level’s exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level’s exterior walls. However, this language lacked clarity and by 2016, there was disagreement amongst applicants and staff on the implementation of the basement deduction. Many believed that the initial discussion was that basement credit was meant to apply to to any space that was generally below grade. This was especially important in that the Design Guidelines encourage the stepping of foundations to create more environmentally sensitive designs on steep slopes. Additionally, in the case of duplex units that were uphill/downhill units, staff had interpreted that only the unit at the lowest grade got to take advantage of the basement credit. Unfortunately, even the graphics used at the time to discuss basement levels assumed a simple rectangular floor plan - quite uncommon in construction of dwelling units in Vail - so the record lacked some clarity on how the basement deduction was to be applied to multi-unit structures. In 2016, the basement deduction was amended to read as follows: 6. Basements. On the lowest level of a structure, the total percentage of all exterior wall surfaces of the structure as a whole (interior party walls are not considered exterior walls for the purposes of this section) that are unexposed and below existing or finished grade, whichever is more restrictive, shall be the percentage of the horizontal area of 11 306 the lowest level deducted from the GRFA calculations. The lowest level shall be the finished floor level with the lowest USGS elevation, including all floor levels within six vertical feet of the lowest level. A multi-unit building shall be considered one structure. The percentage deduction calculations shall be rounded to nearest whole percent. The lowest level exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level exterior walls. The deduction shall be applied to all horizontal areas on the lowest level of a structure, including garages and employee housing units also deducted from the calculation of GRFA elsewhere in this title; but the deduction does not apply to any crawl space or attic. Unfortunately, this had the effect of eliminating any benefit to doing a stepped foundation - now it explicitly states that only the very lowest level of a structure gets the deduction - so it is more common to see entire building sites scraped to maximize the basement credit and allowable GRFA. Additionally, the basement deduction language still fails to address one of the fundamental issues with GRFA regulations in the Town of Vail: conversions of existing crawl space to GRFA. As discussed previously, this home was originally constructed in 2002, and as such, was not eligible for either a 250 addition nor an interior conversion due to the date requirements for those processes. It also pre-dated the adoption of the new GRFA allowances and calculation methodologies. It was constructed at a time when the Town strongly encouraged stepped foundations to minimize site disturbance. Furthermore, this property was further constrained by wetlands and a perennial stream that runs between Lot 1A and Lot 1B. It was because of these impacts that the home was granted a separation request by the Design Review Board. The siting of the home and the use of a stepped foundation was recommended by the wetland report to reduce construction disturbance around the house to a zone not to exceed 5 ft. This construction method created crawl spaces at multiple levels of the home, as shown in the plans from the permit plans from 2002. 12 Graphic used by staff to illustrate basement deductions during the 2004 review process for the GRFA amendments. 307 It was recognized in the staff memorandum for the amendment that the methodology of only excluding the lowest level would discourage the design of buildings with stepped foundations. The staff memo states: By excluding the lowest level of a structure from the GRFA calculations, this amendment creates an incentive to maximize the size of the lowest level (equivalent to the allowable site coverage). This also discourages the design of buildings that “step-up” a site where the alignment of the building steps in response to the site topography. This then encourages a greater amount of site excavation that results in more disturbance to existing soils and the more destruction of existing vegetation. When calculating GRFA, deductions such as those for crawlspaces and garages located on the lowest level of a building will be applied first and then a basement deduction will be applied. This methodology continues to encourage at the construction of crawlspaces designed to be illegal converted to GRFA at a future date. (pg. 9, Staff Memorandum to Town Council, July 6, 2004) Furthermore, the staff memo recognized that the methodology to deduct basements from GRFA could create justification for variances from the GRFA regulations, stating: This amendment may create justification for variances from the GRFA regulations. If below-grade spaces are deducted from the GRFA calculations, the Town can anticipate receiving variance applications for lots where the construction of a basement is not physically practical (i.e. the presence of bedrock, high water tables near creeks and wetlands, excessively steep slopes, the presence of existing buildings and structures, etc.) (pg. 8-9, Staff Memorandum to Town Council, July 6, 2004) 13 Crawl space legally converted in 2011 - deducted from GRFA because on lowest level of structure Crawl space illegally converted - cannot be deducted from GRFA as is on main level of structure, even though almost completely buried Section from the 2002 Building Permit for Lot 1A, showing how the stepped foundation created crawl spaces at the lowest level of each step in the foundation. In reality, basement spaces are much more complicated than the graphic used as part of the 2004 GRFA amendments. 308 GRFA Analysis Lot 1 Area: 0.8671 acres / 37,770.876 sq. ft. GRFA Allowed GRFA Constructed GRFA Remaining Primary 5,349.75 5354 -4.25 Secondary 3,566.50 4227 -660.50 Total 8,916.25 9581 -664.75 14 309 Criteria for Review: GRFA Variance The criteria for review for a variance refers to the criteria provided in Section 12-17-6; Criteria and Necessary Findings. The following section provides an analysis of the proposed variance under these criteria: 1.The relationship of the requested variance to other existing or potential uses and structures in the vicinity. Applicant Response: The Beaver Dam Road and Beaver Dam Circle neighborhood is zoned Primary/Secondary, with generally all lots allowed two dwelling units. The property is adjacent to a Town of Vail-owned open space property zoned Agricultural and Open Space. The proposed GRFA variance has no impact to properties in the vicinity. The spaces in question have existed since the original construction of the home in 2002. While it is unknown exactly when the illegal conversion to GRFA occurred, the bulk and mass of the structure did not change from its original construction. Even the exterior remained exactly the same - no exterior windows, doors, etc. were added as part of the conversion. Because of this, the proposed variance is consistent with the uses and structures, both existing and potential, in the vicinity. 2.The degree to which relief from the strict or literal interpretation and enforcement of a specified regulation is necessary to achieve compatibility and uniformity of treatment among sites in the vicinity, or to attain the objectives of this title without grant of special privilege. Applicant Response: The applicant acknowledges that GRFA variances are rare within the Town of Vail. However, this property is unique. The site is constrained by a perennial steam and wetlands on the property. The impacts of these 15 Subject Property: 387 Beaver Dam 310 were the basis for a separation request that was granted by the Design Review Board when the development of the site was approved by the Town. The primary unit was constructed on the larger buildable area of the site, to the northeast of the wetlands, while the secondary unit was constructed on the smaller portion of the site, to the southwest of the wetlands. Because the secondary unit was more constrained by the wetlands, the construction of the home required limited site disturbance to protect the wetland vegetation and perennial stream. The remaining buildable area then necessitated the orientation of the home to run more perpendicular to the grades, rather than running parallel to the grades. The wetland report recommended a stepped foundation with no site disturbance to occur within 5 ft. of the foundation. This type of construction method inevitably led to crawl spaces at the lowest level of each step of the foundation. These factors are unique to this site. Combine this with the fact that the existing structure was built just prior to the 2004 GRFA amendments, which created deductions for basement areas on only the lowest level. Staff noted in the adoption of these basement deductions this there would then be justifications for GRFA variance based on factors that specifically apply to this lot: high water tables near creeks and wetlands and the presence of existing buildings and structures. This amendment may create justification for variances from the GRFA regulations. If below-grade spaces are deducted from the GRFA calculations, the Town can anticipate receiving variance applications for lots where the construction of a basement is not physically practical (i.e. the presence of bedrock, high water tables near creek and wetlands, excessively steep slopes, the presence of existing buildings and structures, etc.) (pg. 8-9, Staff Memorandum to Town Council, July 6, 2004) If this home had been constructed after the 2004 GRFA amendments, it may have been constructed differently in such a manner that would have more successfully maximized the basement deduction. However, that may not have been possible due to the physical constraints of the lot. As identified by staff, the presence of the perennial stream and wetlands could have been a viable justification for a variance. Similarly, the previous owner could have requested a GRFA variance prior to the conversion of the crawl spaces into GRFA using the stream and wetlands, along with the presence of the existing structure, which was also identified by staff as a justification for a GRFA variance. It is unfortunate that it lands on this owner to correct the actions of the previous owner. Because there are unique physical characteristics of this site and structure that do not allow the home to be constructed in a similar manner as other homes in the vicinity which allow for a greater basement deduction, it is not a grant of special privilege to approve this GRFA variance. Further, those building homes today are able to gain much more floor area by planning for the lowest level basement deduction which is not afforded to this existing home, so this variance simply levels the playing field between older established homes with stepped foundations and those with extensive lowest level basement spaces. 3.The effect of the requested variance on light and air, distribution of population, transportation and traffic facilities, public facilities and utilities, and public safety. Applicant Response: The bulk and mass of the existing structure remains exactly the same as was approved with the 2002 construction of the home and the 2011 remodel of the home. These spaces exist within the footprint of the home, whether they are GRFA or back-filled to a 5 ft. head height. There are no impacts to distances between buildings, which would affect light and air. The distribution of population is not affected by the variance request, and there are no impacts to transportation facilities, public facilities and utilities. The variance request improves public safety and welfare - as these spaces will now be brought to current Building Code requirements and inspected by Town of Vail officials. As a result, the proposed variance complies with this criterion. 4.Such other factors and criteria as the commission deems applicable to the proposed variance. Applicant Response: The applicant will address any additional comments at the Town Council hearing. 16 311 Necessary Findings: Variance The necessary findings for a variance refers to the findings listed in Section 12-17-6; Criteria and Necessary Findings. These findings are based off of a review of the criteria listed above. The following section provides an analysis of the proposed variance based on the necessary findings: 1.That the granting of the variance will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same zone district. Applicant Response: As this finding is based on Criterion #2 in the previous section, please refer to the analysis above. To summarize, the site is constrained by a perennial steam and wetlands on the property. The wetland report recommended a stepped foundation with no site disturbance to occur within 5 ft. of the foundation. This type of construction method inevitably led to crawl spaces at the lowest level of each step of the foundation. These factors are unique to this site. Combine this with the fact that the existing structure was built just prior to the 2004 GRFA amendments, which created deductions for basement areas on only the lowest level. If this home had been constructed after the 2004 GRFA amendments, it may have been constructed in such a manner that would have more successfully maximized the basement deduction. However, that may not have been possible due to the physical constraints of the lot and a variance could have been requested so that the home could take advantage of basement deductions like other homes in the vicinity have been able to. The presence of the perennial stream and wetlands could have been a viable justification for a variance. Similarly, the previous owner could have requested a GRFA variance prior to the conversion of the crawl spaces into GRFA using the stream and wetlands, along with the presence of the existing structure, also an identified justification for a GRFA variance. Because there are unique physical characteristics of this site and structure that do not allow the home to be constructed in a similar manner as other homes in the vicinity which allow for a greater basement deduction, it is not a grant of special privilege to approve this GRFA variance. Further, those building homes today are able to gain much more floor area by planning for the lowest level basement deduction which is not afforded to this existing home, so this variance simply levels the playing field between older established homes with stepped foundations and those with extensive lowest level basement spaces. 2.That the granting of the variance will not be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. Applicant Response: Based on Criteria 1 and 3 above, the granting of this variance would not be detrimental to the public health, safely or welfare. 3.That the variance is warranted for one or more of the following reasons: a.The strict or literal interpretation and enforcement of the specified regulation would result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of this title. b.There are exceptional or extraordinary circumstances or conditions applicable to the site of the variance that do not apply generally to other properties in the same zone district. c.The strict or literal interpretation and enforcement of the specified regulation would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. Applicant Response: The owner understands that this is a difficult request to make of the Town, but is looking to find a reasonable solution for all parties involved and believe that there is justification for a GRFA variance. The options for the current owner to rectify the situation created by the previous owner are not great for anyone involved: 17 312 1)Bring in enough fill to re-create the original crawl space height of 5 ft. The physical challenges of completing this work are an unnecessary burden on the current homeowner, who was not responsible for the illegal construction to begin with. This also means the current purchased floor area will now disappear, affecting the function of the home. Also this is not practical because of the location of utilities and mechanical equipment at the rear of this spaces that must remain accessible. 2)Remove GRFA in other locations of the home to accommodate the GRFA created by the crawl space conversion. The removal of other spaces would eliminate more useable rooms within the home - bedrooms, living rooms, etc. This would be difficult and impractical as those spaces are legal, permitted, and finished spaces that serve familial functions within the home. 3)Demolish and rebuild a home that could maximize GRFA and the basement deduction more in line with neighboring properties. While this is plausible, the current owners purchased this home with the intent of using the home - not an expensive and challenging demo and new construction project. Additionally, the site constraints on this property do not go away with a demo/rebuild. The site is constrained by the perennial stream and wetlands and when the duplex plat established the property line between Lot 1A and Lot 1B, it generally follows the stream and creates a compact buildable site area for Lot 1A. These all result in an unnecessary physical hardship to the current owner, who did not cause the situation, and the variance is therefore warranted. The site has extraordinary circumstances that do not apply to other properties to all properties within the P/S zone district - the perennial stream and associated wetlands on the site. These conditions created a limited buildable area for the home, along with more robust construction requirements such as a stepped foundation with defined limits of disturbance of only 5 ft. from the perimeter of the foundation to protect the wetland vegetation. These same site constraints warranted the approval of a separation request from the Design Review Board. These can be as challenging, if not more, to be granted as a variance. In fact, in granting a separation request, the DRB must make a determination that the lot has significant site constraints, as outlined in the following code section: § 14-10-6 RESIDENTIAL DEVELOPMENT. (A) The purpose of this section is to ensure that residential development be designed in a manner that creates an architecturally integrated structure with unified site development. Dwelling units and garages shall be designed within a single structure, except as set forth in subsection (B) of this section, with the use of unified architectural and landscape design. A single structure shall have common roofs and building walls that create enclosed space substantially above grade. Unified architectural and landscape design shall include, but not be limited to, the use of compatible building materials, architectural style, scale, roof forms, massing, architectural details, site grading and landscape materials and features. (B) The presence of significant site constraints may permit the physical separation of units and garages on a site. The determination of whether or not a lot has significant site constraints shall be made by the Design Review Board. SIGNIFICANT SITE CONSTRAINTS shall be defined as natural features of a lot such as stands of mature trees, natural drainages, stream courses and other natural water features, rock outcroppings, wetlands, other natural features and existing structures that may create practical difficulties in the site planning and development of a lot. Slope may be considered a physical site constraint that allows for the separation of a garage from a unit. It shall be the applicant’s responsibility to request a determination from the Design Review Board as to whether or not a site has significant site constraints before final design work on the project is presented. This determination shall be made at a conceptual review of the proposal based on review of the site, a detailed survey of the lot and a preliminary site plan of the proposed structure(s). 18 313 It is because of all these factors that the strict enforcement of the GRFA regulations would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. Because the existing structure was completed just prior to the major overhaul of the GRFA regulations, it was unable to take advantage of the changes to the basement deduction which more recently constructed homes are permitted to do. This, combined with the physical site constraints, deprives the applicant of the privileges enjoyed by other P/S zoned properties. 19 314 Conclusion The current owner was unfortunately placed into this situation by previous owners who illegally converted crawl spaces into GRFA. This information was not disclosed to the new owners and was only discovered when they submitted permits to the Town for a remodel and the areas were shown correctly and accurately on the plans. The owners would like to resolve the issue - both for their current ownership of the home and so that these issues do not arise for any future buyers. The owner is requesting a GRFA variance to allow these spaces to remain. It equates to a request of approximately 660 sq. ft. in excess of allowable GRFA for the property. The owner understands that this is a difficult request to make of the Town, but is looking to find a reasonable solution for all parties involved and believe that there is justification for a GRFA variance. If approved, the applicant understands that these spaces will need to be updated to current building code requirements and will undergo the appropriate permitting process with the Town to ensure that all life safety requirements are met. These spaces are almost entirely underground and have no impact on site coverage or building height as they are below existing floor area or garages. No changes were made to the exterior of the home to accommodate these spaces. There are no windows into the areas. They have no impact on adjacent properties. There are identified site constraints on the property: a perennial stream and wetlands. These site constrains were found to be significant enough to warrant the approval of a separation request for the home’s original construction in 2002. These site constraints also dictated the construction methodology - a stepped foundation that created crawl spaces at each step in the foundation. Because the basement deduction is only granted at the lowest level of the home, the structure is limited to basement space to a greater degree than other properties zoned P/S in the vicinity. As identified during the review process of the GRFA, all of this could justify a variance from the adopted GRFA regulations. The applicant respectfully and humbly requests a GRFA variance to allow these spaces to remain. Thank you. 20 315 Restrooms BEAVE R D A M R D BEAVER DAM CIR I Subject Property 0 100 20050 Feet P E C 2 4 - 0 0 4 8P E C 2 4 - 0 0 4 8 3 8 7 B e a v e r D a m C i r c l e V a i l V i l l a g e F i l i n g 3 , B l o c k 4 , L o t 1 A 3 8 7 B e a v e r D a m C i r c l e V a i l V i l l a g e F i l i n g 3 , B l o c k 4 , L o t 1 A This map was created by the Town of Vail GIS Team. Use of this map should be for general purposes only. The Town of Vail does not warrant the accuracy of the information contained herein. (where shown, parcel line work is approximate) Last Modified: January 9, 2025 316 TO: Planning and Environmental Commission FROM: Community Development Department DATE: January 13, 2025 SUBJECT: A request for review of a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing (PEC24-0048). Applicant: AB Global Inc, represented by Mauriello Planning Group Planner: Heather Knight I. SUMMARY The applicant, AB Global Inc, represented by Mauriello Planning Group, request a review of a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing. Based upon staff’s review of the criteria outlined in Section VII of this memorandum and the evidence and testimony presented, the Community Development Department recommends denial of this application, subject to the findings in Section VIII of this memorandum. II. DESCRIPTION OF REQUEST The applicant, AB Global Inc, represented by Mauriello Planning Group, request a review of a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District for the property located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing. The applicant is requesting a total of 661 square feet (sf) in excess of the allowable GRFA for the property. 317 Town of Vail Page 2 A vicinity map (Attachment A), the applicant’s project narrative (Attachment B), 2011 plan set (Attachment C), and title report (Attachment D) are attached for review. III. BACKGROUND Lot 1, Block 4, Vail Village 3rd Filing was approved in 1964 under Eagle County jurisdiction and was incorporated into the original Town of Vail in 1966. The property was originally zoned Residential and later rezoned as Primary/Secondary Residential in 1977. In the late 1990s, the Town approved a separation request for the primary unit and secondary unit to be detached due to wetlands and a small stream that is located on the property. A duplex plat was recorded in 2002 with Lot 1A (the property of focus for this application) as the secondary unit and Lot 1B as the primary unit. The entire Lot 1 is one development lot for zoning standards calculation purposes, including GRFA (see yellow outline on map above). Of Lot 1, Lot 1A is 0.1857 acres and Lot 1B is 0.6814 acres for a total development lot size of 0.8671 acres (37,771sf). The homes on Lot 1A and 1B were then constructed following this re-plat. In July 2004, the Vail Town Council approved Ordinance 14, Series of 2004 to amend the GRFA regulations and calculations for the Hillside Residential, Single-Family Residential, Two-Family Residential, Two-Family Primary/Secondary Residential, Residential Cluster, Low-Density Multiple-Family, Medium Density Multiple Family, High-Density Multiple-Family and Housing Districts. The basement deduction 318 Town of Vail Page 3 calculation was introduced, and new calculations based on site/lot area were implemented. The result of this Ordinance increased the allowable GRFA for the entirety of Lot 1 from 6,488sf to 8,916sf. The basement deduction was later modified in subsequent Ordinances but is still a part of the GRFA calculation to date. In November of 2011, Lot 1A was sold and a major remodel was completed on the secondary unit. The owner of the secondary residence participated in the EHU exchange program and converted the EHU living space into GRFA for the residence. The remodel and elimination of the EHU used 3,566 sq. ft. of GRFA. This 2011 remodel maxed out the GRFA allowed for the secondary unit. Lot 1B, the primary unit, underwent a major remodel in 2014 which utilized 5,354 sq. ft. of GRFA. This additional space exceeded their allowable 60% of the GRFA by 4sf. It is not noted in the project files as to why Lot 1B was permitted to exceed their allowable GRFA. In addition, with this remodel, the entirety of the development lot (Lot 1) was maxed out on GRFA at 8,920sf (4sf over the total allowable GRFA). In 2023, Lot 1A was sold to the applicant, AB Global Inc. Shortly thereafter, the applicant applied for a building permit for interior renovations to the property. Town of Vail staff identified a discrepancy in plans and square footage of the property. The areas identified as crawl space had been converted into living space, equating to approximately 661 sf of GRFA. These additional spaces were not reviewed by the Town of Vail staff as part of any building permit and the applicant was informed that the GRFA issue needed to be resolved prior to the issuance of a building permit. As a result, since the GRFA is maxed out for the entire development lot, the applicant is asking for a GRFA variance to allow for an additional 661sf of GRFA to account for the discrepancy. These converted spaces are identified as follows: • The former mechanical crawl space below the garage was converted to a wine cellar (shown as blue on main level plan below). This space is located almost entirely below grade but is not considered to be on the lowest level of the home, and therefore cannot be counted as excluded basement area for GRFA calculation purposes. • The second space is beneath another garage area and was converted from a mechanical crawl space to a butler’s pantry and laundry area (shown as yellow on main level plan below). The space is also entirely below grade but not on the lowest level of the house. 319 Town of Vail Page 4 • The final space is on the lowest level of the house and was originally noted as crawl space (shown as blue on the lower level plan below). The height of the space is now greater than 5’-0”. There are no windows but a new door from the interior has been constructed. Previously, there was no access from the interior of the home. Because this space is on the lowest level of the home and is below grade, it can be partially deducted from the GRFA calculation. 320 Town of Vail Page 5 In summary, the applicant is requesting that the above-mentioned spaces remain as livable areas and the GRFA is permitted to exceed the allowable. IV. APPLICABLE PLANNING DOCUMENTS Staff finds that the following provisions of the Vail Town Code are relevant to the review of this proposal: Title 12 – Zoning Regulations, Vail Town Code 12-2-2 Definitions of Words and Terms: DEVELOPMENT LOT: A delineation of property that may include one or more structures and/or lot(s) that collectively share dimensional and/or design standards or guidelines. Examples include, but are not limited to, a duplex property containing two (2) dwelling units, a condominium complex of one or more buildings or a multi-unit townhome style development that share dimensional (GRFA, site coverage, etc.) and/or design (unified architectural and landscape design) standards or guidelines. Chapter 6, Article D, Two-Family Primary/Secondary Residential (PS) District (in part) 12-6D-1: PURPOSE: 321 Town of Vail Page 6 The two-family primary/secondary residential district is intended to provide sites for single-family residential uses or two-family residential uses in which one unit is a larger primary residence and the second unit is a smaller caretaker apartment, together with such public facilities as may appropriately be located in the same zone district. The two- family primary/secondary residential district is intended to ensure adequate light, air, privacy and open space for each dwelling, commensurate with single-family and two- family occupancy, and to maintain the desirable residential qualities of such sites by establishing appropriate site development standards. (Ord. 29(2005) § 23: Ord. 30(1977) § 2) 12-6D-2: PERMITTED USES: The following uses shall be permitted: Employee housing units, as further regulated by chapter 13 of this title. Single-family residential dwellings. Two-family residential dwellings. (Ord. 1(2008) § 5) 12-6D-5: LOT AREA AND SITE DIMENSIONS: The minimum lot or site area shall be fifteen thousand (15,000) square feet of buildable area, and each site shall have a minimum frontage of thirty feet (30'). Each site shall be of a size and shape capable of enclosing a square area, eighty feet (80') on each side, within its boundaries. (Ord. 12(1978) § 3: Ord. 30(1977) § 2) 12-6D-8: DENSITY CONTROL: A. Dwelling Units: Not more than a total of two (2) dwelling units shall be permitted on each site with only one dwelling unit permitted on existing lots less than fourteen thousand (14,000) square feet. B. Gross Residential Floor Area: 1. The following gross residential floor area (GRFA) shall be permitted on each site: a. Not more than forty six (46) square feet of gross residential floor area (GRFA) for each one hundred (100) square feet of the first ten thousand (10,000) square feet of site area; plus b. Thirty eight (38) square feet of gross residential floor area (GRFA) for each one hundred (100) square feet of site area over ten thousand (10,000) square feet, not exceeding fifteen thousand (15,000) square feet of site area; plus c. Thirteen (13) square feet of gross residential floor area (GRFA) for each one hundred (100) square feet of site area over fifteen thousand (15,000) square feet, not exceeding thirty thousand (30,000) square feet of site area; plus 322 Town of Vail Page 7 d. Six (6) square feet of gross residential floor area (GRFA) for each one hundred (100) square feet of site area in excess of thirty thousand (30,000) square feet. 2. The secondary unit shall not exceed forty percent (40%) of the allowable gross residential floor area (GRFA). Title 12 – Gross Residential Floor Area (GRFA) 12-15-3: Definition, Calculation, and Exclusions: A. Within the hillside residential (HR), single-family residential (SFR), two-family residential (R), and two-family primary/secondary residential (PS) districts: 1. Gross Residential Floor Area Defined: For residential uses, the total square footage of all horizontal areas on all levels of a structure, as measured to the outside face of the sheathing of the exterior walls (i.e., not including exterior wall finishes). Floor area shall include, but not be limited to, elevator shafts and stairwells at each level, lofts, fireplaces, bay windows, mechanical spaces, vents and chases, storage areas, and other similar areas. Garages; attics; vaulted or open to below spaces; basements; crawl spaces; and roofed or covered decks, porches, terraces, or patios shall be included as floor area; except the horizontal areas of a structure as set forth herein shall then be deducted from the calculation of GRFA. a. GRFA shall be calculated by measuring the total square footage of a building as set forth in the definition above. Excluded areas as set forth herein, shall then each be deducted from the total square footage. (1) Enclosed Garage Area: Enclosed garage areas of up to three hundred (300) square feet per vehicle space not exceeding a maximum of two (2) vehicle parking spaces for each allowable dwelling unit permitted by this title. Garage area deducted from floor area is awarded on a "per space basis" and shall be contiguous to a vehicular parking space. Each vehicular parking space shall be designed with direct and unobstructed vehicular access. Alcoves, storage areas, and mechanical areas which are located in a garage and which are twenty five percent (25%) or more open to the garage area may be included in the garage area deduction. Interior walls separating the garage from other areas of a structure may be included in the garage area deduction. (2) Attic Areas With A Ceiling Height Of Five Feet Or Less: Attic areas with a ceiling height of five feet (5') or less, as measured from the topside of the structural members of the floor to the underside of the structural members of the roof directly above. 323 Town of Vail Page 8 (3) Attic Areas With Trusses: Attic areas created by construction of a roof with structural truss type members, provided the trusses are spaced no greater than thirty inches (30") apart. (4) Attic Areas With Nontruss System: Attic areas created by construction of a roof structure utilizing a nontruss system, with spaces greater than five feet (5') in height, if all of the following criteria are met: (A) The area cannot be accessed directly from a habitable area within the same building level; and (B) The area shall have only the minimum access required by the building code from the level below; and (C) The attic space shall not have a structural floor capable of supporting a "live load" greater than forty (40) pounds per square foot, and the "floor" of the attic space shall not be improved with decking; and (D) It must be demonstrated by the architect that a "truss type" or similar structural system cannot be utilized as defined in the definition of floor area; and (E) It will be necessary that a structural element (i.e., collar tie) be utilized when rafters are used for the roof system. In an unusual situation, such as when a bearing ridge system is used, the staff will review the space for compliance with this policy. (5) Crawl Spaces: Crawl spaces accessible through an opening not greater than twelve (12) square feet in area, with five feet (5') or less of ceiling height, as measured from the surface of the earth to the underside of structural floor members of the floor/ceiling assembly above. Crawl spaces created by a "stepped foundation", hazard mitigation, or other similar engineering requirement that has a total height in excess of five feet (5') may be excluded from GRFA calculations at the discretion of the Administrator. (6) Basements. On the lowest level of a structure, the total percentage of all exterior wall surfaces of the structure as a whole (interior party walls are not considered exterior walls for the purposes of this section) that are unexposed and below existing or finished grade, whichever is more restrictive, shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The lowest level shall be the finished floor level with the lowest USGS elevation, including all floor levels within six vertical feet of the lowest level. A multi-unit building shall be considered one structure. The percentage deduction calculations shall be rounded to nearest whole percent. The lowest level exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level exterior walls. The deduction shall be applied to all horizontal areas on the lowest level of a structure, including garages and employee housing units also deducted from the calculation of GRFA elsewhere in this title; but the deduction does not apply to any crawl space or attic. 324 Town of Vail Page 9 Title 12 –Variances, Vail Town Code 12-17-1: Purpose: A. Reasons For Seeking Variance: In order to prevent or to lessen such practical difficulties and unnecessary physical hardships inconsistent with the objectives of this title as would result from strict or literal interpretation and enforcement, variances from certain regulations may be granted. A practical difficulty or unnecessary physical hardship may result from the size, shape, or dimensions of a site or the location of existing structures thereon; from topographic or physical conditions on the site or in the immediate vicinity; or from other physical limitations, street locations or conditions in the immediate vicinity. Cost or inconvenience to the applicant of strict or literal compliance with a regulation shall not be a reason for granting a variance. B. Development Standards Excepted: Variances may be granted only with respect to the development standards prescribed for each zone district, including lot area and site dimensions, setbacks, distances between buildings, height, density control, building bulk control, site coverage, usable open space, landscaping and site development, and parking and loading requirements; or with respect to the provisions of chapter 11 of this title, governing physical development on a site. C. Use Regulations Not Affected: The power to grant variances does not extend to the use regulations prescribed for each zone district because the flexibility necessary to avoid results inconsistent with the objectives of this title is provided by chapter 16, "Conditional Use Permits", and by section 12-3-7, “Amendment”, of this title. 12-17-5: PLANNING AND ENVIRONMENTAL COMMISSION ACTION: Within twenty (20) days of the closing of a public hearing on a variance application, the planning and environmental commission shall act on the application. The commission may approve the application as submitted or may approve the application subject to such modifications or conditions as it deems necessary to accomplish the purposes of this title, or the commission may deny the application. A variance may be revocable, may be granted for a limited time period, or may be granted subject to such other conditions as the commission may prescribe. 12-17-6: CRITERIA AND FINDINGS: A. Factors Enumerated: Before acting on a variance application, the planning and environmental commission shall consider the following factors with respect to the requested variance: 1. The relationship of the requested variance to other existing or potential uses and structures in the vicinity. 325 Town of Vail Page 10 2. The degree to which relief from the strict or literal interpretation and enforcement of a specified regulation is necessary to achieve compatibility and uniformity of treatment among sites in the vicinity, or to attain the objectives of this title without grant of special privilege. 3. The effect of the requested variance on light and air, distribution of population, transportation and traffic facilities, public facilities and utilities, and public safety. 4. Such other factors and criteria as the commission deems applicable to the proposed variance. B. Necessary Findings: The planning and environmental commission shall make the following findings before granting a variance: 1. That the granting of the variance will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same zone district. 2. That the granting of the variance will not be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. 3. That the variance is warranted for one or more of the following reasons: a. The strict or literal interpretation and enforcement of the specified regulation would result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of this title. b. There are exceptional or extraordinary circumstances or conditions applicable to the site of the variance that do not generally apply to other properties in the same zone district. c. The strict or literal interpretation and enforcement of the specified regulation would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. V. ZONING AND SITE ANALYSIS Address: 387 Beaver Dam Circle Legal Description: Lot 1A, Block 4, Vail Village 3rd Filing Existing Zoning: Two-Family Primary/Secondary Residential (PS) Existing Land Use Designation: Low Density Residential Mapped Geological Hazards: None Mapped Floodplain: None View Corridor: None 326 Town of Vail Page 11 Development Standard* Allowed / Required Existing Proposed Change Site Area 15,000 SF of Buildable Area 0.8671 acres / 37,771 sf No Change Density (DUs) Max. 2 2 2 No Change Density (GRFA) 8,916 sf 9,581 sf ** 9,581 sf +665 SF (4sf increase from Lot 1B and 661 from Lot 1A) (*Note: This chart includes development standards for the entire development lot.) **Area previously enlarged without permits VI. SURROUNDING LAND USES AND ZONING Existing Land Use: Zoning District: North: Low Density Residential Two-Family Primary/Secondary Residential South: Low Density Residential Two-Family Primary/Secondary Residential East: Low Density Residential Two-Family Primary/Secondary Residential West: Ski Base Agricultural and Open Space VII. REVIEW CRITERIA The review criteria for a variance request are prescribed in Title 12, Chapter 17, Variances, Vail Town Code. 1. The relationship of the requested variance to other existing or potential uses and structures in the vicinity. With increased GRFA come increased site impacts. The purpose of limiting GRFA is to control and limit the size, bulk, and mass of residential structures within the town. However, the applicant argues that the bulk and mass of the structure did not change with the conversion of the spaces and no exterior windows or doors were added as a part of the conversion. Staff finds that the calculation of gross residential floor area (GRFA) is an effective tool for limiting the size of residential structures. While the unpermitted addition of this area did not add bulk or mass, the overall limit and permitting process would have required that square footage to be reduced elsewhere in the building, which could have been from a portion of the house above grade where a noticeable amount of bulk or mass would have been removed. Without such limitations, many structures will have consequential impacts on the site and surrounding neighborhood. The approval of this variance would allow the structure to attain a size that would otherwise not be permitted in similar structures in the vicinity. 327 Town of Vail Page 12 The Code was designed to guide development in a way that maintains balance within the town. Enforcing these rules is essential for preserving the town's character, minimizing environmental and social impacts, and ensuring fairness for all property owners. Staff finds the proposed variance does not meet this criterion. 2. The degree to which relief from the strict or literal interpretation and enforcement of a specified regulation is necessary to achieve compatibility and uniformity of treatment among sites in the vicinity, or to attain the objectives of this title without grant of special privilege. Relief from the strict or literal interpretation and enforcement of the regulations on GRFA is not necessary to achieve compatibility or uniformity of treatment among sites in the vicinity. Allowing additional GRFA is not necessary to make the applicants’ property more compatible or achieve uniformity of treatment among other sites in the vicinity. This would be a grant of special privilege to permit GRFA above and beyond the allowable set by the development lot size. There is nothing unique with the property and Staff finds that there is no practical difficulty or unnecessary physical hardship that is a result of the lot or the structure thereon that warrants a variance. Staff finds the proposed variance does not meet this criterion. 3. The effect of the requested variance on light and air, distribution of population, transportation and traffic facilities, public facilities and utilities, and public safety. The proposed variance allows the additional square footage in the building that would otherwise have to be removed. The additional square footage could be removed from upper floors that would improve the sun/shade on adjacent properties to allow more light and air. Increased floor area translates to additional population and use of transportation and traffic facilities, public facilities and utilities. The request is to exceed what these facilities have been designed to accommodate based on the carrying capacity of the zoning put in place. Staff finds the proposed variance does not meet this criterion. 4. Such other factors and criteria as the commission deems applicable to the proposed variance. VIII. STAFF RECOMMENDATION Based upon the review of the criteria outlined in Section VII of this memorandum and the evidence and testimony presented, the Community Development Department 328 Town of Vail Page 13 recommends the Planning and Environmental Commission deny the applicant’s request for a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing. Denial Motion: Should the Planning and Environmental Commission choose to deny this variance request, the Community Development Department recommends the Commission pass the following motion: “The Planning and Environmental Commission denies the applicant’s request for a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing., and setting forth details in regard thereto. Should the Planning and Environmental Commission choose to deny this variance, the Community Development Department recommends the Commission make the following findings: “Based upon the review of the criteria outlined in Section VII of the staff memorandum to the Planning and Environmental Commission dated January 13, 2025, and the evidence and testimony presented, the Planning and Environmental Commission finds: 1. The granting of these variances will constitute a granting of special privilege inconsistent with the limitations on other properties classified in the Two-Family Primary/Secondary Residential (PS) District. 2. That the granting of the variance will be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. 3. The variance is not warranted for the following reasons: a. The strict literal interpretation or enforcement of the specified regulation will not result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of Title 12, Zoning Regulations, Vail Town Code; b. There are not exceptions or extraordinary circumstances or conditions applicable to the same site of the variances that do not apply generally to other properties in the Two-Family Primary/Secondary Residential (PS) District; and 329 Town of Vail Page 14 c. The strict or literal interpretation and enforcement of the specified regulation would not deprive the applicant of privileges enjoyed by the owners of other properties in the Two-Family Primary/Secondary Residential (PS) District.” IX. ATTACHMENTS A. Vicinity Map B. Applicant Narrative (dated November 11, 2024) C. Plan Set (2011) D. Title Report 330 GRFA Variance Baillères Residence: 387 Beaver Dam Circle Submitted to the Town of Vail: November 11, 2024 331 Introduction The applicant, the Baillères Family, represented by Mauriello Planning Group, is requesting a variance at 387 Beaver Dam Circle / Lot 1A, Block 4, Vail Village Filing 3 to allow for a variance from Section 12-6D-6.B Gross Residential Floor Area. This section provides the GRFA limitations in the Two-Family Primary/Secondary District (P/S). The current owners recently purchased the property in July 2023. Unbeknownst to the buyers, the previous owner had converted crawl spaces to GRFA without approvals from the Town of Vail. This information was not disclosed to the new owners and was only discovered when they submitted permits to the Town for a remodel and the areas were shown correctly and accurately on the plans. The owners would like to resolve the issue - both for their current ownership of the home and so that these issues do not arise for any future buyers. The applicant is trying to avoid a costly lawsuit with the prior owners that will ultimately not resolve the issue of the existing finished spaces within the home that the current owner would like to utilize. On the main level of the home, there are two spaces that were converted from mechanical crawlspace to GRFA, as shown on the plan below. The first, shown in blue from the 2011 plans below, is almost entirely below grade but not on the lowest level of the home to count as excluded basement area. It sits under the garage of the home and appears to have been dug out by the previous owner so that the head height now exceeds 5 ft. It now qualifies as GRFA is approximately 354 sq. ft. Due to its underground location, there are no windows into the space and it is currently set up as a wine cellar. The second space, shown in yellow on the 2011 plans above, is beneath the another garage area. This space is also almost entirely below grade and was also shown as crawl space but not on the lowest level of the home to count as excluded basement area. It was converted into GRFA and converted into a laundry area and butler’s pantry. It is 317 sq. ft. There are no windows into the space. 2 The main level of the home included a conversion of mechanical and crawl space that was converted to a GRFA as a wine storage room and butlers’s kitchen. This spaces are 662 sq. ft. 332 On the lowest level of the home, there is an additional area that was shown as crawl space. This area has not changed much, but is now full head height. It is not accessible from the interior of the home and is used for storage. This space is entirely below grade and is 174 sq. ft. There are no windows into the area. Because this area is on the lowest level of the home, and is below grade the entirety of the space is deducted from GRFA. Request: The owner is requesting a GRFA variance to allow these spaces to remain as livable areas. It equates to a request of approximately 660 sq. ft. in excess of allowable GRFA for the property. The owner understands that this is a difficult request to make of the Town, but is looking to find a reasonable solution for all parties involved and believe that there is justification for a GRFA variance as discussed herein. If approved, the applicant understands that these spaces will need to be updated to current building code requirements and will undergo the appropriate permitting process with the Town to ensure that all life safety requirements are met. 3 The lowest level of the home includes a conversion of mechanical crawl space that was converted to a full head height storage room. This space is 174 sq. ft. It is below grade and is therefore deducted from GRFA. 333 History and Background of the Property The home at 387 Beaver Dam Circle was constructed in 1999, though the history of the property dates back to 1964. Lot 1, Block 4, Vail Village 3rd Filing was approved in 1964 under Eagle County jurisdiction. When Vail was incorporated in 1966, this neighborhood was part of the original Town of Vail. Originally zoned Residential, the lot, along with most of the neighborhood, was rezoned Primary/Secondary Residential in 1977. In the late 1990s, the Town approved a separation request for then-owner, W&B development, to allow for the primary unit and secondary unit to be constructed as detached due to wetlands and a small stream running through the property. The secondary unit included a Type 2 EHU. A duplex plat was recorded in 2002, with Lot 1A as the secondary unit and Lot 1B as the primary unit. As required by the Town for all duplex plats, there is a restriction that the GRFA is calculated on the combined area of the two parcels. At the time, the entirety of the property was maxed out on GRFA. The lot size is indicated on the 2002 plat as 0.8671 acres which calculates to 37,770.876 sq. ft. Later in 2002, Lot 1A was sold to HIBOU Colorado Properties LLC. In 2004, the Town completed a major rewrite of the GRFA regulations. The changes had the effect of increasing allowable GRFA for the entirety of Lot 1 from 6,488 sq. ft. to 8,916 sq. ft. The GRFA amendments are discussed in additional detail in the following section of this submittal. In November of 2011, Lot 1A was sold to HCH Organization LLC and a major remodel was completed on the secondary unit. The owner of the secondary residence participated in the EHU exchange program and converted the EHU living space into GRFA for the residence. The remodel and elimination of the EHU used 3,566 sq. ft. of GRFA. This 2011 remodel maxed out the GRFA allowed for the secondary unit. 4 Subject property: Lot 1A 334 Lot 1B, the primary unit, underwent a major remodel in 2014 which utilized 5,354 sq. ft. of GRFA. With this remodel, the entirety of the property (Lot 1) was maxed out on GRFA at 8,919 sq. ft. The GRFA calculation on the 2014 plans indicated that the applicant rounded the lot area to 0.87 acres which calculates to 37,897 sq. ft. While this rounding of the lot area from the platted lot area is relatively inconsequential, it is noted that it equates to a difference of 126 sq. ft. of lot area. This accounts for approximately 7.5 sq. ft. difference of total allowable GRFA for Lot 1, which is reflected in calculations being slightly different in this submittal versus other calculations in the record. In 2023, Lot 1A was sold to AB Global Inc. (the Baillères Family), who submitted a building permit to the Town of Vail for interior renovations to the unit. Unbeknownst to the current owners, the prior owner had converted areas identified as “crawl space” on the 2011 plans into GRFA. These spaces equate to an additional 662 sq. ft. of GRFA. The Town identified the issue during the review of the building permit and informed the current owner that the GRFA issue needed to be resolved. The owner is asking for a variance to allow Lot 1A to exceed allowable GRFA by a total of 662 sq. ft. It is the owner’s hope that a resolution to this issue through the Town’s variance process will prevent the need for a lawsuit against the previous owner for not disclosing that these areas were not legally constructed through the Town’s design review process, nor did they have appropriate building permits and inspections. 5 2002 2011 2014 2024 New Construction Total GRFA: 6,488 sf P: 3,808 S: 2,680 Remodel of Secondary Total GRFA: 7,179 sf P: 3,614 S: 3,565 Remodel of Primary Total GRFA: 8,919 sf P: 5,354 S: 3,565 New owner submits plans to TOV, illegal conversion identified 2004 Town amends GRFA allowance and calculation method Area of the home that was shown as crawl space on the plan that was converted to a laundry and butler’s pantry. 335 Town’s GRFA Regulations The allowances for gross residential floor area in the Town of Vail have always been difficult to implement. The original GRFA allowance as established in Ordinance 30 of 1977 for the Primary Secondary (P/S) Zone District was as follows: 25% of the first 15,000 sq. ft. of lot area 10% of 15,000 sq. ft. to 30,000 sq. ft of lot area 5% of the site area in excess of 30,000 sq. ft. of lot area The secondary unit was not to exceed 1/3 of the allowable GRFA The calculation remained the same until 1981, when the code was amended by Ordinance 23 of 1981 to allow the secondary unit to be a maximum of 40% of the allowable GRFA. Then, in 1985, the Town adopted the “250 Ordinance” which allowed any 5 year old existing dwelling unit to add 250 sq. ft. In 1990, the Town undertook the first major overhaul of GRFA in the Town of Vail. Along with modifying the definition of GRFA, the P/S zone district granted an additional 425 sq. ft. per allowable dwelling unit, effectively increasing the allowable GRFA of P/S zoned properties by 850 sq. ft. The “250 Ordinance” was then amended in 1995 to eliminate the ability to use the 250 if it is a demo/rebuild, to require review by the PEC, and to allow only units that were in existence prior to November 30, 1995 to use the 250. It was common that throughout the 1980s and 1990s, the Town faced on-going issues with the enforcement of GRFA and there was growing concern that owners were doing work without permits, compromising the safety of residents with these illegal construction activities. In 1997, the Town added “Interior Conversions” to the GRFA Chapter, which allowed any units in existence prior to 1997 to participate in an Interior Conversion. It was adopted in recognition that many owners had converted non-habitable space into GRFA without appropriate permits. This section states: § 12-15-4 INTERIOR CONVERSIONS. (A) Purpose. This section provides for flexibility and latitude with the use of interior spaces within existing dwelling units that meet or exceed the allowable gross residential floor area (GRFA). This would be achieved by allowing for the conversion of existing interior spaces such as vaulted spaces, crawl spaces and other interior spaces into floor area, provided the bulk and mass of the building is not increased. This provision is intended to accommodate existing homes where residents desire to expand the amount of usable space in the interior of a home. The town has also recognized that property owners have constructed interior space without building permits. This provision is also intended to reduce the occurrence of interior building activity without building permits and thereby further protecting the health, safety, and welfare of the community. While other ordinances modified the GRFA section of the P/S zone district, the overall calculation remained the same until the adoption Ordinance 14 of 2004. A group of owners and other interested parties submitted an application to the Town of Vail in 2002 with a simple premise: “Eliminate GRFA and allow the other development regulations such as site coverage and height to regulate bulk and mass, especially in the low density residential zone districts.” It was clear from the staff memorandums from the time that because the Interior Conversion only applied to units constructed prior to 1997, staff was still continually dealing with enforcement issues relating to the illegal conversion of crawl or lofted spaces to GRFA. The PEC memo from October 14, 2002, states: Are there safety implications of GRFA? There is a significant economic incentive to utilize every square foot in Vail’s real estate market. Illegal construction to create new floor area happens frequently. Sometimes the Town is able to identify and stop this activity and some times it does not. The result is often construction without a building permit. Therefore fire alarms, fire access, safe construction are issues that may not be addressed… (pg. 9, Staff Memorandum to PEC dated October 14, 2002) 6 336 Notably, much of the research provided to staff in the early 2000s, included research that had been completed in the mid-1990s which was based on a similar premise: GRFA is difficult to administer and has lead to construction completed without building permits - compromising the safety of residents. From a review of the minutes of the PEC reviews during the early 2000s, it was continually identified by PEC members that basements and crawl spaces were always the most problematic aspect of GRFA regulations. The chairperson of the PEC stated: …Below grade not being counted was a unanimous decision. He stressed simplicity and said that a restriction of basements not exceeding the actual footprint of the structure might be implemented successfully. (PEC Minutes from August 11, 2023) Following years of discussions and hearings, Ordinance 14 of 2004 was approved by the Town Council, providing a major overhaul of GRFA in the Town of Vail. GRFA calculations for the P/S zone district were amended as follows: 46% of the first 10,000 sq. ft. of lot area 38% of 10,000 sq. ft. to 15,000 sq. ft of lot area 13% of 15,,000 sq. ft. to 30,000 sq. ft of lot area 6% of the site area in excess of 30,000 sq. ft. of lot area The secondary unit was not to exceed 40% of the allowable GRFA With this amendment, the 425 sq. ft. credit per allowable unit was eliminated. Additionally, the allowance for “250 Additions” and “Interior Conversions” were eliminated for many zone districts, including P/S-zoned properties. The concept was that GRFA was increased enough to capture these other allowances. We are not sure that was a successful assumption. While the methodology of measuring GRFA was also modified with Ordinance 14 of 2004, the biggest change was allowing for basements to be deducted from the calculation. This was a major point of discussion during the amendment process, as it was argued that basements areas should not be counted toward GRFA because they do not have an impact on a structure’s bulk and mass. The language adopted in 2004 was as follows: 6. Basements: on the lowest level of a structure, the total percentage of exterior wall surfaces unexposed and below existing or finished grade, whichever is more restrictive shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The percentage deduction calculations shall be rounded to the near whole percent. The lowest level’s exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level’s exterior walls. However, this language lacked clarity and by 2016, there was disagreement amongst applicants and staff on the implementation of the basement deduction. Many believed that the initial discussion was that basement credit was meant to apply to to any space that was generally below grade. This was especially important in that the Design Guidelines encourage the stepping of foundations to create more environmentally sensitive designs on steep slopes. Additionally, in the case of duplex units that were uphill/downhill units, staff had interpreted that only the unit at the lowest grade got to take advantage of the basement credit. Unfortunately, even the graphics used at the time to discuss basement levels assumed a simple rectangular floor plan - quite uncommon in construction of dwelling units in Vail - so the record lacked some clarity on how the basement deduction was to be applied to multi-unit structures. In 2016, the basement deduction was amended to read as follows: 6. Basements. On the lowest level of a structure, the total percentage of all exterior wall surfaces of the structure as a whole (interior party walls are not considered exterior walls for the purposes of this section) that are unexposed and below existing or finished grade, whichever is more restrictive, shall be the percentage of the horizontal area of 7 337 the lowest level deducted from the GRFA calculations. The lowest level shall be the finished floor level with the lowest USGS elevation, including all floor levels within six vertical feet of the lowest level. A multi-unit building shall be considered one structure. The percentage deduction calculations shall be rounded to nearest whole percent. The lowest level exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level exterior walls. The deduction shall be applied to all horizontal areas on the lowest level of a structure, including garages and employee housing units also deducted from the calculation of GRFA elsewhere in this title; but the deduction does not apply to any crawl space or attic. Unfortunately, this had the effect of eliminating any benefit to doing a stepped foundation - now it explicitly states that only the very lowest level of a structure gets the deduction - so it is more common to see entire building sites scraped to maximize the basement credit and allowable GRFA. Additionally, the basement deduction language still fails to address one of the fundamental issues with GRFA regulations in the Town of Vail: conversions of existing crawl space to GRFA. As discussed previously, this home was originally constructed in 2002, and as such, was not eligible for either a 250 addition nor an interior conversion due to the date requirements for those processes. It also pre-dated the adoption of the new GRFA allowances and calculation methodologies. It was constructed at a time when the Town strongly encouraged stepped foundations to minimize site disturbance. Furthermore, this property was further constrained by wetlands and a perennial stream that runs between Lot 1A and Lot 1B. It was because of these impacts that the home was granted a separation request by the Design Review Board. The siting of the home and the use of a stepped foundation was recommended by the wetland report to reduce construction disturbance around the house to a zone not to exceed 5 ft. This construction method created crawl spaces at multiple levels of the home, as shown in the plans from the permit plans from 2002. 8 Graphic used by staff to illustrate basement deductions during the 2004 review process for the GRFA amendments. 338 It was recognized in the staff memorandum for the amendment that the methodology of only excluding the lowest level would discourage the design of buildings with stepped foundations. The staff memo states: By excluding the lowest level of a structure from the GRFA calculations, this amendment creates an incentive to maximize the size of the lowest level (equivalent to the allowable site coverage). This also discourages the design of buildings that “step-up” a site where the alignment of the building steps in response to the site topography. This then encourages a greater amount of site excavation that results in more disturbance to existing soils and the more destruction of existing vegetation. When calculating GRFA, deductions such as those for crawlspaces and garages located on the lowest level of a building will be applied first and then a basement deduction will be applied. This methodology continues to encourage at the construction of crawlspaces designed to be illegal converted to GRFA at a future date. (pg. 9, Staff Memorandum to Town Council, July 6, 2004) Furthermore, the staff memo recognized that the methodology to deduct basements from GRFA could create justification for variances from the GRFA regulations, stating: This amendment may create justification for variances from the GRFA regulations. If below-grade spaces are deducted from the GRFA calculations, the Town can anticipate receiving variance applications for lots where the construction of a basement is not physically practical (i.e. the presence of bedrock, high water tables near creeks and wetlands, excessively steep slopes, the presence of existing buildings and structures, etc.) (pg. 8-9, Staff Memorandum to Town Council, July 6, 2004) 9 Crawl space legally converted in 2011 - deducted from GRFA because on lowest level of structure Crawl space illegally converted - cannot be deducted from GRFA as is on main level of structure, even though almost completely buried Section from the 2002 Building Permit for Lot 1A, showing how the stepped foundation created crawl spaces at the lowest level of each step in the foundation. In reality, basement spaces are much more complicated than the graphic used as part of the 2004 GRFA amendments. 339 GRFA Analysis Lot 1 Area: 0.8671 acres / 37,770.876 sq. ft. GRFA Allowed GRFA Constructed GRFA Remaining Primary 5,349.75 5354 -4.25 Secondary 3,566.50 4227 -660.50 Total 8,916.25 9581 -664.75 10 340 Criteria for Review: GRFA Variance The criteria for review for a variance refers to the criteria provided in Section 12-17-6; Criteria and Necessary Findings. The following section provides an analysis of the proposed variance under these criteria: 1. The relationship of the requested variance to other existing or potential uses and structures in the vicinity. Applicant Response: The Beaver Dam Road and Beaver Dam Circle neighborhood is zoned Primary/Secondary, with generally all lots allowed two dwelling units. The property is adjacent to a Town of Vail-owned open space property zoned Agricultural and Open Space. The proposed GRFA variance has no impact to properties in the vicinity. The spaces in question have existed since the original construction of the home in 2002. While it is unknown exactly when the illegal conversion to GRFA occurred, the bulk and mass of the structure did not change from its original construction. Even the exterior remained exactly the same - no exterior windows, doors, etc. were added as part of the conversion. Because of this, the proposed variance is consistent with the uses and structures, both existing and potential, in the vicinity. 2. The degree to which relief from the strict or literal interpretation and enforcement of a specified regulation is necessary to achieve compatibility and uniformity of treatment among sites in the vicinity, or to attain the objectives of this title without grant of special privilege. Applicant Response: The applicant acknowledges that GRFA variances are rare within the Town of Vail. However, this property is unique. The site is constrained by a perennial steam and wetlands on the property. The impacts of these 11 Subject Property: 387 Beaver Dam 341 were the basis for a separation request that was granted by the Design Review Board when the development of the site was approved by the Town. The primary unit was constructed on the larger buildable area of the site, to the northeast of the wetlands, while the secondary unit was constructed on the smaller portion of the site, to the southwest of the wetlands. Because the secondary unit was more constrained by the wetlands, the construction of the home required limited site disturbance to protect the wetland vegetation and perennial stream. The remaining buildable area then necessitated the orientation of the home to run more perpendicular to the grades, rather than running parallel to the grades. The wetland report recommended a stepped foundation with no site disturbance to occur within 5 ft. of the foundation. This type of construction method inevitably led to crawl spaces at the lowest level of each step of the foundation. These factors are unique to this site. Combine this with the fact that the existing structure was built just prior to the 2004 GRFA amendments, which created deductions for basement areas on only the lowest level. Staff noted in the adoption of these basement deductions this there would then be justifications for GRFA variance based on factors that specifically apply to this lot: high water tables near creeks and wetlands and the presence of existing buildings and structures. This amendment may create justification for variances from the GRFA regulations. If below-grade spaces are deducted from the GRFA calculations, the Town can anticipate receiving variance applications for lots where the construction of a basement is not physically practical (i.e. the presence of bedrock, high water tables near creek and wetlands, excessively steep slopes, the presence of existing buildings and structures, etc.) (pg. 8-9, Staff Memorandum to Town Council, July 6, 2004) If this home had been constructed after the 2004 GRFA amendments, it may have been constructed differently in such a manner that would have more successfully maximized the basement deduction. However, that may not have been possible due to the physical constraints of the lot. As identified by staff, the presence of the perennial stream and wetlands could have been a viable justification for a variance. Similarly, the previous owner could have requested a GRFA variance prior to the conversion of the crawl spaces into GRFA using the stream and wetlands, along with the presence of the existing structure, which was also identified by staff as a justification for a GRFA variance. It is unfortunate that it lands on this owner to correct the actions of the previous owner. Because there are unique physical characteristics of this site and structure that do not allow the home to be constructed in a similar manner as other homes in the vicinity which allow for a greater basement deduction, it is not a grant of special privilege to approve this GRFA variance. Further, those building homes today are able to gain much more floor area by planning for the lowest level basement deduction which is not afforded to this existing home, so this variance simply levels the playing field between older established homes with stepped foundations and those with extensive lowest level basement spaces. 3. The effect of the requested variance on light and air, distribution of population, transportation and traffic facilities, public facilities and utilities, and public safety. Applicant Response: The bulk and mass of the existing structure remains exactly the same as was approved with the 2002 construction of the home and the 2011 remodel of the home. These spaces exist within the footprint of the home, whether they are GRFA or back-filled to a 5 ft. head height. There are no impacts to distances between buildings, which would effect light and air. The distribution of population is not effected by the variance request, and there are no impacts to transportation facilities, public facilities and utilities. The variance request improves public safety and welfare - as these spaces will now be brought to current Building Code requirements and inspected by Town of Vail officials. As a result, the proposed variance complies with this criterion. 4. Such other factors and criteria as the commission deems applicable to the proposed variance. Applicant Response: The applicant will address any additional comments at the Planning and Environmental Commission hearing. 12 342 Necessary Findings: Variance The necessary findings for a variance refers to the findings listed in Section 12-17-6; Criteria and Necessary Findings. These findings are based off of a review of the criteria listed above. The following section provides an analysis of the proposed variance based on the necessary findings: 1. That the granting of the variance will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same zone district. Applicant Response: As this finding is based on Criterion #2 in the previous section, please refer to the analysis above. To summarize, the site is constrained by a perennial steam and wetlands on the property. The wetland report recommended a stepped foundation with no site disturbance to occur within 5 ft. of the foundation. This type of construction method inevitably led to crawl spaces at the lowest level of each step of the foundation. These factors are unique to this site. Combine this with the fact that the existing structure was built just prior to the 2004 GRFA amendments, which created deductions for basement areas on only the lowest level. If this home had been constructed after the 2004 GRFA amendments, it may have been constructed in such a manner that would have more successfully maximized the basement deduction. However, that may not have been possible due to the physical constraints of the lot and a variance could have been requested so that the home could take advantage of basement deductions like other homes in the vicinity have been able to. The presence of the perennial stream and wetlands could have been a viable justification for a variance. Similarly, the previous owner could have requested a GRFA variance prior to the conversion of the crawl spaces into GRFA using the stream and wetlands, along with the presence of the existing structure, also an identified justification for a GRFA variance. Because there are unique physical characteristics of this site and structure that do not allow the home to be constructed in a similar manner as other homes in the vicinity which allow for a greater basement deduction, it is not a grant of special privilege to approve this GRFA variance. Further, those building homes today are able to gain much more floor area by planning for the lowest level basement deduction which is not afforded to this existing home, so this variance simply levels the playing field between older established homes with stepped foundations and those with extensive lowest level basement spaces. 2. That the granting of the variance will not be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. Applicant Response: Based on Criteria 1 and 3 above, the granting of this variance would not be detrimental to the public health, safely or welfare. 3. That the variance is warranted for one or more of the following reasons: a. The strict or literal interpretation and enforcement of the specified regulation would result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of this title. b.There are exceptional or extraordinary circumstances or conditions applicable to the site of the variance that do not apply generally to other properties in the same zone district. c. The strict or literal interpretation and enforcement of the specified regulation would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. Applicant Response: The owner understands that this is a difficult request to make of the Town, but is looking to find a reasonable solution for all parties involved and believe that there is justification for a GRFA variance. The options for the current owner to rectify the situation created by the previous owner are not great for anyone involved: 13 343 1) Bring in enough fill to re-create the original crawl space height of 5 ft. The physical challenges of completing this work are an unnecessary burden on the current homeowner, who was not responsible for the illegal construction to begin with. This also means the current purchased floor area will now disappear, affecting the function of the home. Also this is not practical because of the location of utilities and mechanical equipment at the rear of this spaces that must remain accessible. 2) Remove GRFA in other locations of the home to accommodate the GRFA created by the crawl space conversion. The removal of other spaces would eliminate more useable rooms within the home - bedrooms, living rooms, etc. This would be difficult and impractical as those spaces are legal, permitted, and finished spaces that serve familial functions within the home. 3) Demolish and rebuild a home that could maximize GRFA and the basement deduction more in line with neighboring properties. While this is plausible, the current owners purchased this home with the intent of using the home - not an expensive and challenging demo and new construction project. Additionally, the site constraints on this property do not go away with a demo/rebuild. The site is constrained by the perennial stream and wetlands and when the duplex plat established the property line between Lot 1A and Lot 1B, it generally follows the stream and creates a compact buildable site area for Lot 1A. 4) Sue the previous owner. The current owner is pursuing all options before suing the previous owner for failing to disclose that these areas were not legally converted from crawl space to GRFA. Because the likely resolution is monetary restitution, the physical spaces will still need to be dealt with in a satisfactory way with the Town of Vail. The owner is significantly affected while it will have no impact on the surrounding community. These all result in an unnecessary physical hardship to the current owner, who did not cause the situation, and the variance is therefore warranted. The site has extraordinary circumstances that do not apply to other properties to all properties within the P/S zone district - the perennial stream and associated wetlands on the site. These conditions created a limited buildable area for the home, along with more robust construction requirements such as a stepped foundation with defined limits of disturbance of only 5 ft. from the perimeter of the foundation to protect the wetland vegetation. These same site constraints warranted the approval of a separation request from the Design Review Board. These can be as challenging, if not more, to be granted as a variance. In fact, in granting a separation request, the DRB must make a determination that the lot has significant site constraints, as outlined in the following code section: § 14-10-6 RESIDENTIAL DEVELOPMENT. (A) The purpose of this section is to ensure that residential development be designed in a manner that creates an architecturally integrated structure with unified site development. Dwelling units and garages shall be designed within a single structure, except as set forth in subsection (B) of this section, with the use of unified architectural and landscape design. A single structure shall have common roofs and building walls that create enclosed space substantially above grade. Unified architectural and landscape design shall include, but not be limited to, the use of compatible building materials, architectural style, scale, roof forms, massing, architectural details, site grading and landscape materials and features. (B) The presence of significant site constraints may permit the physical separation of units and garages on a site. The determination of whether or not a lot has significant site constraints shall be made by the Design Review Board. SIGNIFICANT SITE CONSTRAINTS shall be defined as natural features of a lot such as stands of mature trees, natural drainages, stream courses and other natural water features, rock outcroppings, wetlands, other natural features and existing structures that may create practical difficulties in the site planning and development of a lot. Slope may be considered a physical site constraint that allows for the separation of a garage 14 344 from a unit. It shall be the applicant’s responsibility to request a determination from the Design Review Board as to whether or not a site has significant site constraints before final design work on the project is presented. This determination shall be made at a conceptual review of the proposal based on review of the site, a detailed survey of the lot and a preliminary site plan of the proposed structure(s). It is because of all these factors that the strict enforcement of the GRFA regulations would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. Because the existing structure was completed just prior to the major overhaul of the GRFA regulations, it was unable to take advantage of the changes to the basement deduction which more recently constructed homes are permitted to do. This, combined with the physical site constraints, deprives the applicant of the privileges enjoyed by other P/S zoned properties. 15 345 Conclusion The current owner was unfortunately placed into this situation by previous owners who illegally converted crawl spaces into GRFA. This information was not disclosed to the new owners and was only discovered when they submitted permits to the Town for a remodel and the areas were shown correctly and accurately on the plans. The owners would like to resolve the issue - both for their current ownership of the home and so that these issues do not arise for any future buyers. The owner is requesting a GRFA variance to allow these spaces to remain. It equates to a request of approximately 660 sq. ft. in excess of allowable GRFA for the property. The owner understands that this is a difficult request to make of the Town, but is looking to find a reasonable solution for all parties involved and believe that there is justification for a GRFA variance. If approved, the applicant understands that these spaces will need to be updated to current building code requirements and will undergo the appropriate permitting process with the Town to ensure that all life safety requirements are met. These spaces are almost entirely underground and have no impact on site coverage or building height as they are below existing floor area or garages. No changes were made to the exterior of the home to accommodate these spaces. There are no windows into the areas. They have no impact on adjacent properties. There are identified site constraints on the property: a perennial stream and wetlands. These site constrains were found to be significant enough to warrant the approval of a separation request for the home’s original construction in 2002. These site constraints also dictated the construction methodology - a stepped foundation that created crawl spaces at each step in the foundation. Because the basement deduction is only granted at the lowest level of the home, the structure is limited to basement space to a greater degree than other properties zoned P/S in the vicinity. As identified during the review process of the GRFA, all of this could justify a variance from the adopted GRFA regulations. The applicant respectfully and humbly requests a GRFA variance to allow these spaces to remain. Thank you. 16 346 l . l MATERIAL YMBCJL.: r r i---. ( i.._._._k t i.— _ __.__ _ i ;- i - EARTH _ e a 1 ,' ; J ; _" _-- fi? ,'' PURrJUS FfLLIDRAlNAGE --° ( ,._.mf,°- ii'/ r/' ` %/r '. -='" F i%fi ir';1 STONE MASC?NRYi'l ,'/i J / -- bp ' °. : STRUCTURAL GONCREfE - x CONCRETE MASC7NRY UNIT i I`` , ,l j BATi INSU ATfON RiGlt INSULA71C7N STEEUMEfAL AS 1tJTED GARPET Gi7 iIs 3,fiE.,tlilllli i f A4.OQ r' BUILDING SECTlQN f EFERENGE FINISM WQ4Q i '• BLOGKING sur soa a A4.Q0 ,'.. X ELEVAT4C?N REFERENCE i A4.OQ , A4.Q0 QETAIL REFERENCE MEIGNT REFERENCE h`>:; :'{.:yikr f.r'.;C. b:.., kf 'a: >'` F h N i^rr,s:cr.r'r'''e'x^.. x:wrs°"'srss,iS% . REVISIC N REFERENGE r ,1 r : :: 9 4 A8.1 `:- 2 8 1NTERIC>R EI.EVAi'ION REFERENGE 33 C t3C7R TAG AR+CHITECT: SUMAN ARCHITECTS P.O. Box 7760 AV4N, COL.ORADQ 81 b20 97Q.479.7502 470.479.7511 FAX CONTACT: MICFiAEI. SUMAN EMAIl.; rnichael@sumanarchitects.cam DE1'AIL REFERENCE A4.4(1 ' —.. SECTIQN REFERENCE i . ROQM NAME W11 I WINDC?W TAG STN ---f-*- TI LE MATERIAL BREAK i • . : . i • ABV ABOVE AFF ABOYE FINISHED FLOC;R AP ACCESS PANEL AC ACQUSTlCAL ADD ADDENDUM AC3J ADJACENT ALT ALTERNATE ALUM A UMINUM ARCH ARCHITECT (URALj BSMT i3ASEMENT BRG BEARING BVL BEVELED BIT BITUMINUOUS BLK BI.00K BLKG BLC?CK(NG BC7T BOTTOM BLDG BUILQiNG CPT CARPET {ED} CSM7 ASEMENT C CAULK ING} CL GEILING C7 CERAMIC TILE CLR C EAR Gt?d CARBON MC}NC?XlDE DETECTOR C L C)LUMN CQNC CC7NCRETE CMU CONCRETE MASC3NRY UMT CC)NST CtaN TRUCTION CtJNT CONTINUOUS CJT C4NTR+L JC31NT PR CC?PPER CUST CUS70M DT Df2APERY TRC?UGH DTL DETAII. DI1vt D(MENSION DR DOQR QRW DRAWING QF DRCNKIN FCJUNTAIN ELEC ELECTRIC (A j EL ELEVATION (S} ELEV E EVATOR EQ EQUAL EXH EXNAUST EXTG EXISTING EXT EXTERIOR F(JC FACE OF CUNCREI'E FOF FAGE OF FINISH FQM FACE OF MASONRY FQS FACE OF STUDS FiN FINISH (ED) FFE FINISHED FL GR ELEVATIC?N FE FIRE EX7INGUISHER FDC FIRE DEPARTMENT CQNNECTI(JN FHC FiRE H(JSE CtaNNE TION FEC FIRE EXTINGUISHER CABINEI" FP' F)REPLACE FPS IREPRC OFlIVG, SPRAYED FLG FLASH{NG FLR FLC?OR (ING) D FLOC?R DRAIN FTG F 4TING FNa FC)UNDATIflN FBO FURNISHED BY OTHERS FPHB FREEZE PRU}F HC7SE B!B FUR FURR D (INC} GA GAGE, GAUGE GALY GALVANIZED GC GENERAL CONTRACT (O[Z} GL GLASS, GLf ZING GYP GYPSUM Bt ARD HB NOSE BIB HDW HARDWARE NDR NEADER HTG HEATING HVAC HEATINGIVENTiLA71NGfAC NT HEIGHT NC HC)L OW CQRE NM H4LLClW METAL HfJR H(JR#ZCINTRL HWH HOT WATER HEATER INCL INCLUDE (Dj, (INGj 1D lNSIDE RIAMEfER IBC iNSTA LED BY CONTRACTOR iBC} 1NSTALLED BY OWNER INS 1NSULATE (D), (ION) INT 1NTE CIQR JG JANITOR'S CLQSET' KIT KITCHEN LAM LAMINATE {D) LAV LAVATt}RY H LEFT HAND E L LENGTH LDT LIGHT AND DRAPERY TRC)UGH LT IGN7 TROUGH l.T LINTEL LVR LOUVER MH MANHC3LE MFR MANUFACTURE (ER) MO MASC?NRY C7PENING MT MEiAL MAX MAXIMUM MECH MECHANIG (AL MC MEDICINE CAB1NEf MEM u1EMSRANE M METER (5j MM MILLIMEtER (Sj MiN MINIMUM MiR MIRROR MISC MiSCELLANEOUS MULL hhULLION NAT NATURAL NR NOISE REDUCTI4N N(JM t C7MINAt NIC NOT IN CONTRACT NTS NOT TO SCAI.E OPG C?PENfNG QPP C3PP(SITE OPH CJPPQSfTE HANd CiN OVERHEAD PR PAIR PK PARKING PVMT PAVEMENT PL PLASTlC LAMINATE PT POINT PSF P UNDS PER SQUARE FOOT PSI PQUNDS PER SQUARE INCH P PROPERTY INE QT QUARRY TI! E ` REF REFERENCE REF REFRIGERATQR REIN REINF(JRCE (Dj, (!NG} REQ REQUIRED RES RESILEENT REV v s oM (. (r) REV REVERSE RH RIGHT HAND R RiSER R&S ROD AND StiELF RD RC7CJF DRAIN RDT RECESSED DRAPERY TRACK RFG ROOFI IG RM RUOM RQ RC3UGH UPENING RJS ROUGH SAWN S SEALANT (EXTERIC7R) SHTG SHEATHMNG SHH SHQWER HEAD SHC SHOWER CONTRO S SM SHEET METAL SIM SIMILAR SG SOLID CQRE SPEC SPECIFICATC>tJ (S) SQ SQUARE STD S7ANDARD ST STAIN STl. STEEL SD STQRM C7RAIN STR STRUCTURAL TEL TELEPH4NE TV TELEV1SlQN THR TNRESHOLD T& TQNGUE AND GRC7C)VE TOS TC>P C F SLAB TOS TQP 4F STEEL Tt W TQP UF WALL TB TC?WEL BAR TR TRANSOM T TREAD TYP 7YPlCAL UNO UNLESS NOTED aTNERWCSE VB VAPOR BARRIER VIF VERIFY !N FfELD VERT VERTICA YGT VINYL CQMPQSlTiC7N WC WATER CLUSEf WP WATER PROOFIhJG WWF WELDEQ WIRE FABRlC W WIdTH, WIDE WDW WfNaC3W WU WlTHQUT WD WOOD O1 C7tJ NC3T CALE C RAWlNGS Q2 YERIFY ALL DIMENSIONS, CC7NDlTI4NS AND UTlLl1Y LOCATIONS C N THE JOB 51TE FRlO fiC7 BEGINNING ANY WQRK C R C?RDERING AhIY MATERiALS. nC?TIFY ARCHiTECT QF ANY CQNFLICTS OR ISCREPANClES IN THE DOCUMENTS 1MMEDIATELY, 03 AREAS OF Ct NFLICTS QR DISCREPANClES MUST BE FULIY RES{LVED WITH WRlTTEN APPROVAL FROM TNE ARCHITECT BEFORE C NSTRUCTION CC7NTINUES !N TNOSE AREAS. 04 PLAN DiMENSIONS ARE TO FAGE OF STUD OR FACE OF CQNCRETE, UNLESS OTHERWISE NOTED. SECTfON AND ELEVATIC7N DIMENSIONS ARE TO TOP C?F Ct NGRETE, TC7P OF PLYWOt7D, OR TOP OF WALL PLATES OR BEAMS UNLESS t THERWISE N(JTED. 05 PROVIDE A L NECESSARY BLOCKING IN S7t1D WALLS ANQ CEILINGS. LOCATIC7NS INCLUDE BUT ARE NOT 1MliED i'O GElLING AND WALL MQUNTEG FIXiURES, TOILETS, TC71LEf ACCESSORIES, CABINETRY, GOUNTERTQPS, SHELVES AND CLC SET RQDS. O6 DENOTES dC}C7RS. REFEC2 TU FLOQR PLANS Ft7R OCATlUNS. REFER TC? DOOR SCNEDU E FC}R DOOR TYPES. 07 Q DENQTES WINDC7WS. REFER TO WlNC?OWS AND FLt OR PLANS FOR LOCATI NS. REFER T WINDOW SCHEDU E FOR WINDOW Tl'PES. Q8 CC7C?RQINATE ALL E ECTRiCAI RND MEGHANICAL FIXTURES TO FIT WITH3N CEILfNG, F C}R AND WALLS SPACES. VERIFY LQCATIdNS WITH ARCHITECi'. 09 IN THE EVENT TMAT ADDIT1tJNAL DETAILS OR GUIDANCE IS NEEDED BY TME CQNTRAGTCJR FC7R CC7NSTRUCTIC)N OF ANY ASPECTS OF THIS PROJECT, THE CQf TRACTt R SHALI. IMNtE lATELY Nt 71FY THE ARGHITECT, 10 THE CONTRACTC?R SHAL BE RESPC7NSIBLE FC?R SATISFYING ALL APPLICABIE CC7DES AND OBTAINING ALL PERMITS AND REQUiRED APPROVALS. THiS PRQJEC7 IS GQVERNED BY THE INTERNATIOhlAL BUIL,DING CC?DE, 2 fl3 EDlTi4N. CUDE COMPI.IANCE IS MANDAT4RY.1'HE GONSTRUCTIt?N C1C3CUMENTS SHALL NOT PERMIT WORK THAT DQES N4T Ct NFORM T ALL RELEVANT CCJDES fNCLUpING !BC AND ALL LC7CAL AND REGIONAL CUDES. 11 THE GONTRACTQR SH.L FIELD Ct?C1RpINATE AND OBTAIN APPRC7VAL FRC M THE ARCHITECT 8 ENGINEER BEFORE ANY CUTI'ING, NC7TCHING OR QRILLiNG t7F ANY CAST-IN-PLACE ONGRETE, S7EEL FRAMING, C7R ANY OTHER STRUCTURAL E EMENTS WHfCH MAY AFFECT THE STRUCTURAL INTEGRIiY CJF THE BUILDlNG. 12 THE CONTRACTC?R Si1A L VERIFY ALL EXISTING GRADES AND STAKE C7U7 THE BUILDING FODTPRINT FC R OWNER AND ARCHITECT APPR VAL PRICJR TC 8EGlNN1NG A JY 51TE WORK. 13 IT iS THE fNTENT AND MEANfNC OF THESE DOCllMENTS TNAT THE . CONTRACTOR AND EACH SUBCONTRACTOE2 PR VIDE ALL LABQR, MATERIALS, TRA lSPCJRTAl'IC}N, SUPPLlES, EQUIF'MENT, EfC. TQ C?BTAIN A CC MPLETE JOB WITH{N THE REGOGNIZED STANDAR S OF THE lNDUSTRY. 14 AI.L BUlLDINGS TC7 FIT WITHIN PRCJPERTY LINES WITHOUT CRQSSWG EASEMENTS C7R SETBACKS, NC771FY ARCHITECT O ANY dISCREPANClES. 15 PR{7ViDE ACCESS PANEL TCJ MOTOR Ft R ALI. WHIRLPOOL-TYPE TUBS. COQRDINATE ACGES LQCATIC3NS WITH INTERIdR DESIGNER AND ARCHI3ECT Tt PRUVIDE INCC7NSFICUt US L4CAT(QN. 1 v i 1i111 mM.[. i . Code: Internatianai Residentiai Code 20(}4 C)ccupancy: Qne-Family Dwelling Separations: 1 Haur (residence/garage} t Hour (residence/mechanical} S ecial Attributes: InteSligent Addressabl fire Alarm 1 1 w i ' f . . . • i . a A ' ` i w f . 1 r ! • ' i a a . i f ra;. a ;n s CG1PY RIGNT t.IESEF2VATIt N The drawings, specifications and other dacuments prepared by the Architect (Michael Suman Architect, LLCj far this prc ject are instruments of the Architect's service for use sofely with respecfi to fihis Project and, unless atherwise provided in writing, the Architect shall be deemed the sole and exclusive author of these documents and shail retain, withaut lirnifiation, all comrr on faw, statutory and other reversed rights, incl ding the copyright hereof. I o persan, whefiher having come rightly into poss ssion hereof or otherwise, shall empioy these dacum nts an any c ther pr ject, nor for additions to this Project nor for the compietifln of this Project b/ others, unless with fihe prior express written consent of the Architect and upon apprapriate campensation ta the Architect in an amount and kin i satisfactory to the Archit et. 7he Architect expressiy claims ali proprietary rights in the material which is issued in cor fid nce for design and/or construction purposes of this Projecfi as noted, ihese materials may not be copied, madified, nor employed in any way withaut the specific priar written consent pnd permission of the Architect. O Ol 1 Michael Suman Architect, LLC. Ali rights reserved. 4 lSSUED FOR: DATE: DRB APPLICATtON 10. 94.11 DR8 RESPONSE 1Q.31. ? 1 1 2d11 MICHAE SUMAN A ALL RIGf-tTS RESEf2VED. 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J .- - I . ` ' y . .. . . . . .. . . ... . . . . ... . ...... _. . .. . .. _ .. . . .. . . ... . ... .. . . . . . . . . . . . .... . .. ... . . . . . . . .. . . ..... .. . . .. . .. . . -.. . .. . .. . .. .... . .. . .. . . . . . . . . . . 1` aif fJjK}p# q+ y. a l"""'itFMw hW ' . ... ^ _ **. e^ . F e'.. . ... .. .. . . .. . . . ... . ... .. ... . .. . .... . . . .. .. If" ht .. II } t , ' { , ,, ""') ,l ""'j "' *{ y ! t h s + . # ?"'•'t ! '+rt 1 1 r+ .f . ."' f ° t, * 6 , '' « + ' , . a r^^...._..... . . . . , . ._:.. .. , b . . .. F t 1» i I°+'' r' r» , c.. , 8 ., °._ ..w _ . , .......,. u...,. 1`'f"r,, i t i* 1i : '' GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 348 l I f '. e%i u ti/ l t s. • : . . . .... . : A2.1 SCACE: 1I4 = 1'_0' NERAL Nt`ES: 1. PLAN ELEVATIONS REFE{ENCE CJRIGINAL CONSTRUCTION DRAWINGS 2. DIMENSIONED WALL OPENlNGS ARE RC?UGN OPENING QIMS. U,J.N. COC}RDiNATE INTERMEDIATE P4ST C}IMS.INITH WIN t W lv1ANUFACTURER Rt UGH C PE lING aIMENSlONS. 3, COtJTRACiC?R TC7 VERIFY ALL WALLJFLOC?RJRC C} SYSTEMS, AND MECHANICALIELECTRICAL SERVICE LOCATIC NS AND RC7UTING, 4. SMC7KE DETECTQRS T{: BE INTERCONI ECTED PER fBC CODE -HARDWIRE 5. CARBON MUNt XIDE DEiECTORS TO BE 1NSTALLEC? PER iSC i. DO NdT S ALE DRAWINGS, IF DIMENSIC7NS ARE IN CONFLICT QR DCa NQT APPEAR C?N THE GRAWINGS, NOTI Y ARCHITECT, 7. ALL Pl.AN QEMEl SICJNS LOCATiNG PARTlTIC7NS ARE TQ FACE C1F STUD QR BLOCK WA L FACE, U.N.C7. FINlSH DIME lS1dNS ARE TC THE FINI5H FACE ARlD N4TES "FiN"' Q!2 °CLR". 9. REFER TO LIrHTING ANC3 LOW VO.TAGE D€2AWINGS F4R CQQRDIPJATIC N. 10, CC?C>RDIhlATk BLCJC ING FOR BATH HARDWARE WITH INTERIOR ELEVATIJNS PARiITIC3N LEGEND: i"%''"',F; : r <<;, NEW WALI. CQNSTRUCTIQN rl EXISTWG WA CC7NSTRUCiIQN Y°;"".,"' NEW STC7NE VENEER Tfl REP(.ACE EXIS7ING z t i¢'i a r?,' 'aft` fr `. s3 1%'',. i? ,f. !¥c.f .:( 1 4E . o t f .* b L :r t; t r, - '-; r ' e... ._ _ .. __,n.....m_ ,..,'. v;. r„# p A W C3 w'' ' i' {lw 7". a i"' 1SSUED FOR: DATE. DRB APPLICATtON 90, 94.19 DRB RESPONSE 90.31.11 2011 MICHAEL UMAN ARGHITEGT, LLC. ALL RIGHTS RESEftVED. SV.G. l 4n! x DRAWN: MIJS PROJECT #.• 9199 SHEET TITLE Ft0(?R PCAN 127 sq. ft. GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 349 i l t' . SCALE: 1 /4" = _0 GENERAL, NQTES: 1. PLAN ELEVATIQNS REFEREt CE C RIGINAL CONSTRUCTlCJN DRAWINGS 2. DIMENSIONEQ WA(.L OPENWGS ARE ROUCH 4PEMNG DIMS. U.C.N. COORC7INATE INTERMEDIATE PCJST C}IMS. WITH WI iDOW MANUFACTURER RQUGH aPEMNG DIMENSIONS. 3. GC}NTRACTOR TQ VERI Y ALL WA LJ LOQRJRC flF SYSTEMS, A 1Q MECHANICA/ELECTRICAL SERVICE LQCATIQNS ND ROUTING. 4. SMfJKE €E1'ECTORS T BE INfiERC{NNECTEC PER IBC CC7DE -HARdWIRE 5. CARBC7N MON XIDE DETECTCaRS TO BE iNSTALLE[ PER iBC b. DO NC3T SCALE DRAWINGS, fF DIMENSIONS ARE Ih! CC7NFLlCT t R DC7 NC T APPEAR UN THE DRAWlNGS, NOTIFY ARGHITECT. 7. AL PLAN QIMENSIC)NS C CATINC; PARTlT1CJNS ARE TQ FACE OF STUD OR BLOCK WALL FACE, U.N.C7. 8. FINISH Dltv!ENSI4NS ARE T{J iHE FEN15H FAGE AND NOTES "F6N" fJR "CLR". 9. REFER T4 IGNTING AND LOW Vt LTAGE DRAWINGS FOR COC RDINATIC7N. 10. COORDINAT BLC3CKING FC7R BATH HARaWARE WiTH INTERIC?R ELEVATIC7NS P 4Ri1T14 iECE[3: NEW WAL C(NSTRUCiION i EXISTWG WAL CCJNSTRUCTI4N NEW STC3NE V NEER TQ REPLACE EXISTING f =.f '` >. i=f(i # ? 1.,'a,' t r,. t; , c,?rs tfi`h r'" di k`\,,„ Fr, z; cw a rys Y Q y," 3« ti 3 i yN ^ C'^1 t ' a i tSSU D FOR: DATE.' DRB APPLICAitON 10.14. 91 DRB RESPONSE 90.31. 9 9 2011 MtCHAEL SUMAN ARCHRECT, llC. J A L RIGNTS RESERVED. SCALE: ?l4" = 9 -p" DRAWN: MDS PRDJECT #. 1911 BHEET TITtE: FLDOR PLAN 345 sq. ft. 317 sq. ft. GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 350 A4.1 i I i 1 EXlSTiNG GARAGE DUOR TC7 REMAIN RE-LQCATE E ECTRICAL - • PANELS TC7 WALL BELOW ' NEW QPENiNG IN -- ' 3 1'-Q° EXTERiGR WALL 1 „• 4la' ; g -./d . I NEW TIMBER COLUMN - • LINEAR EXTERIC7R ' WAL(. LENGTH = 73'-0", ' 26% = 1$'-3" . CQVERED up PARKING 2 @ 6° 301 1 ' @ 11.5" 1N15H FLaOR f EL: 109`-8112, NEW TEPS AND NDIhIG -- -- : u ± : FQR ENTRY DOOR 4 ox a F_ Crvisrt_ooR . . t, a .; . _ . . .STA R.2. Y E' 10'-8 "1(2'" - ` : 303 f ,PY. . , r I s 7° a. c``:„ NEW ENTRY DOC7R -- t = I Lt GAT(C7N-MOVE ! --Y3 T @ 11.5" 16 T @ 11.5" , ELECTRI AL PANE ----- - __. __ __ _ __ __ --- - - - -- C 0 i — ` i j/ , MASTER BATNR 44M V a • a • _ _ _ .. .._. .. _ .. _ _ . _ . NEW STAIR --- ;-- - - - L.1 TU MAW AND '. - -- - - - :,; x GUESi LEVELS ' i i f • ' h.i — — _ WALL INFILL AT --- xisr N oaau _ LOCATION `_° m i 1 .. j 4 ' _ f; 3 9Ya" 2 i j j A4,2 ' r____ i ! i ; MASTER ' ; r i ' BEDROOM . ` 305 -- ---t FIN_ISN FLOOR \ Y El.: 111'-0" ; j ". ; r ............................... ;............................... i i ' i i. STORA E 307 v ...a._ ._._._.a. / ._.... a .. m. ____. .._._ ._..._. OPEN TQ ' BELC7W , ti 1 f r ) `- i` j a ELL:. i A2.s sc ai: 1 4 = `_o„ ENERAL N4TES. l. PLAN ELEVATIC7N5 i2EFERENCE OR{GI IAL C NSTRUCTION DRAWINGS 2. DIMENSIONED 1NALL C7PENINGS ARE R4UGN C PENWG DIMS. U.O.N. C4 7RaINATE INTERMEC3IATE PtJST DIMS. WITN 1NWD4W Cv1ANUFACTURER RC UGH UPENlNG DIMENSIONS. 3. CONTRACTOR T VERiFY ALL WA L/FLQCJR/E24dF SYSiEMS, AND MECNANiCAt/EIECTRiCA. SERVICE LUCATIONS AND ROUTING. 4. SMC)KE DETECTURS TC3 BE {NTERC NNECTED PER IBC GODE -HARDWIRE 5. CA4BC7N MrJN(JXIDE DETEGTORS TO BE INSTALLED PER IBC 6. DU NOT SCAI E DRAWINGS, IF DIMENSIONS ARE fN CONFLICT QR DC N T APPEAR t N THE DRAWINGS, NOTIFY ARGHITECT. 7. ALL PLAN DIMENSCONS L CATING PARTITIOhJS ARE iQ FACE C F STUD OR BLOCK WALL FACE, U.N.C7. FINISH DIMENSIONS ARE TQ THE FINiSH FACE At D tJOTES "FIN" OR °CLR". 9. REFER TQ LlGHT1NG AhID L{W VOLTAGE C RAWINGS FOR CC70RD1NATiCJN. l0. C4QP,DINATE BLQCKING FC}R BATN HARDWARE WIT-I INTERIC7R ELEVATIONS PARTIT C3 1EGEt C: NEW WALL CflhlSTRUCTION c'""` EXISTlNG WA L CUNSTRUCTION 1 :; NEW STC7N VEI ER O 2 PLACE EKlSTING IA AIO rO i I s j r. 1lt= . Wf YS: u r'# '. t1Ci,J l C #*" ' ' °>( fiy*: f , t ` u _ ,. _ . Z Q F . o J , r 1 4 p dt z i F J w 7*' J SSUED 'f7R: DAiE: DRB APPLtCA71C1N 90. 14.91 DR8 RESPONSE 40.39.99 2011 MICHAEL SUMAN ARCHITEGT, LC. ALl RIGHTS RESERYED. SCALE. 9/4" = '-0" t7RAWN: MDS PROJECT #.` 1111 SNEET T1TLE: FLOOR PLAN 1 GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 351 I i . i , i . 3 • f . 4 . r. '.'_" xr4 , t., a. .'zi ti'i- V5t , v l.... . . . . . . . . . . I w . r • SCALE: ' I° = '{ -C}f r E%i c c s: 1. PLAN ELEVATIONS REFERENCE iJRkGINAL CC?NSTRUCTION RAWlNGS 2. DIMENSIC.7NED WALL t PENING AE E R UGH t PENING DlMS. U.O.N. CtJORDlNATE INTERMEDIATE PC7ST aIMS. WCTN WWC7C3N/ MANUFACTURER R UGN C}PENiNG dlMENSiCJNS. 3. CC7NTRACTOR TO VERIFY ALL WA L/FL fJR1ROCJF SY5TEMS. AND MECHANICALI LECiRICAL SERV(CE LOCATIONS AND RQUTING. 4. St hC7KE DETECTC?RS `iQ BE INTERCC7NNECTED PER IBC CODE -HARDWIf2E 5. CARBfJN MC7RI XlD DETECTC?RS TU BE INSTALLED PER IBC b. Dc NOi SCAI E DRAWINGS, iF DIMENSI(JNS ARE IN C4NFLICT C7R DQ N47 APPEAl N THE C RAWINGS, C C7TIFY ARCHiTEGT. 7. ALL PLAN DiMENSI{NS LC?CATCNG PARTITlONS ARE Ta FACE OF STUQ OR BLC:3CK WALL FACE, U.N,C7. 8. FINISH D(MENSIONS ARE T{ iHE FINISH FAGE ANQ NQTES °FIN" 4R "CLR". 9. REFER TC) lGHTING A 1D I.CJW VC LTAGE DRAWINGS FOR CC)ORDINATION. 10. COQRC7INATE BI.QCKlNG FOR BATH HARDWARE W1TH Ii TERIC7R E EVATlONS P RTITIt N LEGEI; 1e„ NEW WALL CONSTRUGTIt N 1 EXIST{NG WALL CC7NSTRUCT1t N r r,:;> "'"' NEW STGN VENEER T4 REPLACE EXISTING z' , _ . `<; r t °%t a.;, f t. ? e o Es c.l..t :-; tt ° ' g u - f. ,..u6ca.-..,-..- .. n^.,°^°.^^.^. u..a.a-; i" w i , '' e P011 MICHAEL SUMAN ARCHITECT, LIG. All RIGHTS RESERVED. SCAL 9J4" _ ?'-0" DR4WN: MDS PROJECT #.• 1911 SNEETTI'LE: FLODRPLAN GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 352 i/ 3 A4.2 ' A4.2 A42 " i ' ' scAL: 1 /4" = 1'_0„ GENERAL NOTES; 1. PLAN ELEVATiO JS REFERENCE ORIGCNAL C(3NSTRUCTIC7N DRAWINGS 2. QIMENSiONEQ VdA OPENiNGS ARE R{UGH C PE IWG DiMS. U.O.N. CC)tJRDlNATE INTERMEQIATE PGST DIMS. WITH WINDQW MANUFACTURER ROUGN OPENlNG QiMEN IC NS. 3. CC>NTRACTCaR 3O VERIFY ALL WALG/FLC>QR/RrJOF SYSTEMS, AND MECHAN(CAL/ELECTRICA SERVICE GOCATIONS ANQ ROUTING, 4. SMOKE DETECTQf2S TQ BE INTERCC.7NNECTED PER IBC C{.?DE -NARDWiRE 5. CARB N tv1 NOXIDE DETECTC?RS TU BE INSTALLE[7 PER (BC b. QCa NC T SCALE C RAWINGS, 1F C lMENSItJNS ARE IN C{NF ICT R DU NC)T APPEAR C7N THE DRAWINGS, NC7TIFY ARCHiTECi'. 7. RLL PLAN DIMERESIC7NS LQCAT(N PARTII'lt ES ARE TO FACE {F STUD dR BLUCK WALL FACE, U.N.O, 8. FINISH DIMENSIONS ARE Tt? THE FiNISH FACE AND NC?TES "FtN" OR "CLR°. 9. REFER TC LI HTING AND I.fJW VC?LiAGE DRAWINGS FOR COORDINATIQN. 10. C{C}RDINATE SLQCKING (R BATH HARpWARE WITH INT RIUR ELEVATIONS NEW WALL CUNSiRUCTIC N C i EXISTlNG WALL CC7NST 2U 7iUN NEW STONE VENEER Tt REFLACE EXISTIt G w ' ; ` , ' A r`_ t € P " ;... .. „,'"- .. I , _.. .. ....._ c t n,c a c. c,.a r~-l+ ,..'l.. s s i lSStIED FOR: DATE.' DRB APPLICATION 10.14. 91 DR8 RESPQNSE 90.31.'11 2011 MICHAEL SUMAN ARCHITECT, LLC. AlL RIGt TS RESERVED. SCRLE. 914" = 9 =0" DRAWN: MDS PROJECT #: 9 99 SNEET TtTLE: ROOF PtAN GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 353 f i z i U I I T..- -- ---- -._._ _._ ._ _..- -- -- --- I:JSISi ING RKC145: LOWER LEYEL 97A SQ. h?. MAIN LEVEI 1.359 54. FT. GARAGIMA3TER &td SQ. P'f. UPPEFi LEVEL 0 SQ. FT. EX#STING SUB7QTAl 3,095 SQ. FT. ADD1710N AREAS: IOWEFt LEVEC d74 SQ. FT. MAIN LEVEL 61 SQ. Ff. GARAG/MASTER '144 ^uQ. ET. UPPE12 EVEI 628 SGt. FI'. PROPOSED SU67£7TAt_ 1,267 S4. FT. sns t ror c rr ts) rss) s4. r. TdTAL PROPOSED GRFA 3,569 SGt, FT. AI pWABLE GRFA 3.566 SQ. FT. 707At StTE C0IXERAGE 6,80U SQ. Fi'. ALLOWABLE S17E COYERAGE 7.653 SQ. F=T. RESIDENCE GAfA CALCIlLATIONS -SECONDARY 4NLY: EXISTING AREAS: IOWER iEVEI 920 St2. FT. MA1N LEVEI i.359 SQ. F1'. GARAGiMhSTER 8i4 5Q. FT. UPPER LEVEL D SQ. FT. EXI571NG SUBTOTAL 9,093 SQ. FT. ADD[7ION AT2EA3: a ow .ve a7a sa. Fr. MAIN LEVEL fi9 SQ. Fi'. GAi2NGYMASIER 104 SGI. FT. UPPEi2!_EVEL 628 Stl. Ff. PR4PQSED SUBT4TAL 1,267 Si. FT. ens rar caenrr ts crs sct_ Fr. 5 TQTAL PROPOSED GRFA 8.565 SQ. FT. r.uawnas. c n a,sss s4. Fr. TOTA SITE GQVERAGE 5.600 SQ. FC. AL OWABLE SFTE COVERAGE T,5S8 Stt. Ff. i 1/_ r • 1 i`3' ' RESIDENC£ GRFA CALCULATIONS - SECON6ARY t}NLY: EXISiING J REAS: LOWER LEVEI 920 SQ. FT. MAtN LEVEL 7,359 SCk. Ff. GARAG/MASTER 894 SGl. FT. UPPER LEVEL 0 SQ. FT. EXISTINCs SUBFOTt1t 3,093 SQ. f?. ADDfT10N AFiEAS: LOWER LEVEL 474 SGt. FT. MAIN IEVEt 61 S4. F1'. GARAG/MASTER 104 SQ. F`f, UPPER LEVEI. 628 SC1. Fi. PF20P4SED SUBTOTAI 1,267 SQ. FT. BASEMENT CREDIT (5796) . [795) SQ. F7, TOTAL AROPt?SED GRFA 3,565 SQ. FT. N1,LOWABLE GRFA 3.56Cr SGt. Ff. TOF/U. BiTE COVERAGE 5,60d SQ. FT. t1L40WA8 E 31TE COVERAGE ?,653 SGi. FT. i . . • . , RESIQENCE GRFA CA CUt14TtONS - SECONDARY ONLY: IX18TING AREA3: C?WER LEVEI 920 SQ. FT. MNN 6EVEL 1,359 SQ. FT. GARAGlMASTER 81A SQ. Ff. UPPER LEVEL p SQ. FT. EXISTING SUBTOTAL 3.093 SQ. FT. ADR1710N AREAS: avr n a sQ. F-r. MAIN EVEL 61 SCt. FI'. GARAG/MASTER 1Q4 SQ. fT. UPPER LEVEL $28 SQ. FT. Pf20P08ED SU87lJTAl 1,287 SQ. FT. BASEMENT CREDIT (5T°,6) (785} SQ. FT. T4TAL PRC3PdSED Gf2FA 3.565 SQ, FT. ALIQVYABLE GE2F'A 3,556 S4, FT. TOFA{. StT E GOVERAGE 5,600 SLI. I'. At.LOWAOLE SITE COVERAGE 7.553 SCT. F?. ti i I I L ___ ___ _ _ ---- -- - J i li 11 I I il II I i4 il fl 1 i1 i r , :t y , lp- f ; t U f.._..C t C;ti# .'.. f jtr.: i ii I` ti ti:% 5 tuJ1, G ,Y-- x, . - ry d . „_: 3,. "" 2.a< . _..:_—+ e..:.:_ -Y_...,.....„.-.•—.-- , . st w w. n, u • s i if tssuEn c: var: r•: • •• i 2011 MICNAEL SUMAN ARCfiIT£CT, ALE_ RIGHTS RESERVED. s7l3riL.E. 7/ G7X ,}/ /' rXn i' t f RVJi V ! lY. l l f'%GG 7 T%%.: 477cl-1`l t,ti li.7 GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 354 UPPER LEVEL GAREfAKERS i T MASr R suiTE 50'—p" LIVING DECK 38 11 L{WER _LEVE 28 —0 . A;:..°;;1;;::... Y..,K ? 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AND PANELS ;;; a:,. - .,. -:- w , s- :.- r. ... AIN LEVEL Q_ _ _ ,,, - , „ >,. OPEN TO CQVERED PARKWG BEYOND NEW EXPUSED TfMBER COLUMN 6 rJf'`" r tr • 4 :% l ti ,,; f t i ir i i..., iiK y,`,'.,....,,, J F ' ../%>.., ; r.. „ a. b-. } ti. tt . . x nn y.`.' S y x :,z F R ) : b "° e } if i 4,, ; C'*' u:• r. k .. 4;.,.. '^ S. " t,.«.., N ii s UPPER LEVEL y CAREfAK RS __ 60 — 6 P t.CaPtJSED WE T E l'AT'ICC N SCACE; 'I 4` _ 'I'= O" T.O. CHIMNEY a,„ _ __ _. 1, l\". d t`_ - _ . 1 Q .—g IDGE o. AM _ s`-i oY, t o M 3'-- 4y2, _ _ _ . SPRING PQINT 57 — 6 GARAGE 4,>, N F}" i";.. t s` c ' 1r'; j 3 F}- , t (IP .z} 3 S,. t ...,:.t .I 2.'i J {S .!` m Y F S 4. , t--"+ a »^ . .,..d.:..,.... n tt`^,:s.tY'vu {t v ,,,. _ ,ss': g+-.'^ u t i C7 Cd Cll c=" J 0 Q F . W O J J v J J J O Z M ~ m r F Q t ISSUED FOR: DATE; DRB APPLlCATtON 90.14. 11 DRB RESPONSE 90.31. 91 2011 MICHAEL SUMAN ARCNITECT, ALL RIGHTS RBSERVED. SCALE` 114"= 9'- Q" t7RAWN: MDS PRQJEC7#: 9911 SNEET TtTLE: GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 355 MASTER SUITE 5Q'_0,> MA1N _ LEVEI. 39'—Q" i • , i . . . ` SCALE: "1 I4l = 1 _{+ 0. RIDGE ____ _ C7. RIDGE 0' 0" 0. RIDGE 5_$ f, 0. PLATE oY" 0. PLATE 2' __ ASTER SU{TE __ Q'-0" AiN LEVE _ . ._.. 139'-0°`=1 Q°-0„ OWER LEVEL V+ V r .... . ...... .. EXISTING STC NE TO REMAfN EXISTING BC7ARD AND BAITEN SIdING TO REMAIN 3 NEW STANDING SEAM CQPPER R C F NEW STONE VENEER TC) MATCH EXISTING 5C NEW BOARD AND BAifEN SID{NG TC) MATCH EXISTIN X' NEW WINDC W GROUP GENERAL NOTES: 1 j A L WINDOWS AND EXTERI4R DOORS CLAD WC C7D - Ct LC)R TC7 MATCH EXlSTING 2j ALL FLASHING AND R40F DRAINAGE SYSTEM TC? MATCH EXISTINC 3j DIMENSIC7NED WALL C7PENING5 ARE NC7MINAL, WINL70W REP. TO F1ELD VERIFY A L OPENINGS. 5j EXTERC(R LflUYERS/VEhlTS 1'O BE PAINTED TO MATCH ADJACENT FINISH 6) ALL V N7 STACKS ABC7VE RdC F SURFACE 1'O BE PAINTED TC7 MATCH RC OF FINISH 7j ALL NEW TRIM DETAILS TC} MATCH EXISTING r ta a r`'t,w- r ti ta r `st , , v' t L f; ji L t'i ,':7 .f . R , °, a, .. „e__.._._,...,........ .,.__ m_,_ .,..,. . ;,;4 3 j u._,.,,....:a3 .,.,„_,...... .. ....._,...... ....,.... i 4 . N i 1Sut1ED F'OR.' I7ATE: L7R6 APPLICATION 9.14.19 DRB RESPONSE 90.3?.71 2011 MICHAEL SUMAN ARCHITECT, LLC. 1JlJ/14. ItYN y .jl /jn DRAWN: MDS PROJECT #.' 1911 SHEET TITLE: ELEVATtONS GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 356 r r i ! is i • . , i EXISTING STONE Tt3 REMAIN EXISTiNG B{JARD ANQ BATTEN S1DItJG TO REMAIN NEW STANdING SEAM CC,aPPER ROC1F NEW STQNE VENEER TC? MATCH EXISTING 5 NEW BQARD ANQ BATfEN SIl ING TO MATCH EXIST{NG r Ew w NaQw au GENERAL NC}TES: 1} ALL WINDUWS AND EXTERi R DOORS CLAD Wt70[3 - COLOR TC MATCH EXISTWG 2} ALL FLASHING AND Rt QF DRAINAGE SYSTEM TO MATCH EXISTING 3} DIMEI SIONED WALL OPEN(NGS ARE NQMINAL. W(NQOW REP. TO FIELD VERIFY ALL OPENINGS. 5) EXTERIOR LOUVERS/VENTS TC BE PAINTED TC7 MATCH ADJACENT FiNISH AI.L VENT STACKS A8t?V ROC F SURfACE TO BE PA(NTED TO MATCH ROC F FINISH 7j ALL NEW TRIM DEfAfLS TO MATCH EXISTWG UPPER LEV AR AKER`. MASTER SU 5t'-0" . MAIN_ LEVEL 39 —0 y L01NER} LEV 28 —0 M . , ! scacE: 114" = 1'_0 kr r '', a : $' ,t` i <'a.,. g"`t iyr if J r, e ° s?, = t r s,"_. t., , .. ul, ..,- t a ,i )''<^, 5 € t 9 . e.,..._w z.,_.... ....._..a_.s.... ............. ...... .... .. ..:,.4 j i1 . f ISSUED OR: DATE: DRB APPl.fCATtON 9U.14.11 DRB RESPONSE 90.39.11 20i 1 MICHAE! SUMAN SCACE.• 114"-1=0" r Rawnr: n as PROJECT #: 111 ? sH r rrr«: EcE arrorvs GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 357 T.O. R( 69 =," . ur ev c ra e- . Iy.steR st 50'- 0' 3s'-o' IA}ER Lty 28'-0` y T,o. a Neteo'—a" r.o. Pooc s'—s` 0. 67'-1t'. . . . 63"^4 t. SFRftiC POiNfr.._•. . 4._s. t 1 ASfER S11tfE ..,,. t t k" 7^ aa'_tt4 t s + i R i •• s*• i • i A 2 • 1 l f li / i i i i ! i , . .• . : '1 :.i ! r a_o. w "° i r i • M • • l i 11 i • • t i : ! 1 11 i i A S • 1 l i 1 1 ! i ! i i : ! . , , , !. t C ' ! ! mr . s`—s„ i1, ' ' ' • t o, r uc M$» o. r a, Q„ 4. 18DGE a. eu a. 4 z'-io' ns a`-a' NN t. 39`-0'$100`-0 r a:,- ,- ,~: , ft , a , , y -°;;{=' rt ` ; ,: i:`'-, `' ro_.__ _._. f; 3 s t w s e 4 . s i! t • i 1 i': • 't / 2011 MICNA£ SUMAN !#RCii1TEGf. Li.G. ALL RIGHTS RESERVEf. c7Vl1L. '/'Y'N . .}I Jyq t U L7RAWN. MDS FROJEGT #; 9111 s E r rtrt- c r on c cs L /. GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 358 i ' •i T'OP OF GARAGE 5LA6 110'-6"' TC7P C7F MECH. RM. SLAB 104'-b, r F RID E AT MASTER I° F R1Ci E AT LIVING r 4 F FIN. FLR. TIJP (F FIN. FI.R. 9^„ tr^s;a f itsl"' ,rf ;, g \ (§ 's `v .. i <" `'r," ,; '_ m` ti ; si z q ,r, u -^ raw,: f t % w rw+ a*"..+ C 7 i t . i f i(:°ii`ii ' ' r•: - • t 2tl71 MiCHREL SUMAN ARCHITECT, LLC. 1 ALl RIGHTS RESEftVED. SCALE• 1!4" = 9, 0" DRAWN: Mt7S PRfJJECT #: 91 ? 9 SNEET TIiLE: SECTIONS I GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 359 sc t: 1!4' = 1 _U° y TOP OF FlN, FLR, f 121 "-6° _ TOP C?F GARAGE SLAB 110'-6 TOP dF MECN, RM. SLAB 0—7" t ^, £* e:# °+t.,,v q4 r , . t i1 d `a;. k Jf t;,M1.. 1.;",c+ 'v1€1r"'i''4,/ i c+..:.''v J i l.s„> }... U t...'t f'e # , a ' :. t,-y, .} i.. l : a ` "i'{' r; d5 i.:- t C`"l.' ..` "., a J u' ",;J°ii m. r f : r w___ _ . i t; v ; _ a, - u tr 4 ° r stU V 4{4't, 1 3 N+.N '+J N r j"i wt Sy.F r^I •ti r. h.'» fl 7 J W Z i- W C J Q „ y z a a F J m r r N 1 tSSUEp FOR: DATE: DRBAPPLIGAiION 90.14.9? DR8 RESPONSE 90.31. 9 ? 2411 MICHAEL SUMAN ARCHITECT, t' AlG RIGHTS RESERVE[}. SGALE: 1/4"=1`-0" DRAWN: MDS PROJECT #: 1911 sxE r r rc: sE rian s l GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 360 GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 361 GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 362 GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 363 GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 364 T i i ISSUED FOR; DATE.' DRB APPLlCATIQN 9D.14,11 DR8 RESPDNSE 9d.3?. 41 2dT t MICMAEL SUMAN ARCHlTECT, LLC. RI.L RIGHTS RESERVEQ. SCALE: 9f4"=1'-0" CJR/aWN: MpS PROJECT #: 1 fi 11 i SNEET T1TLE: EXJSTING ELEVATiON. L GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 365 MASTER SUfTE o,_a, _ _ _ . iAIN _LEVEL 39 —0 SGALE: ') /4 , w 0. RIDGE r . a. Ri c _ _ Q,^,f o. c _ _ _ _ 8» . 0. PI.ATE oY„- __. o. t z_ ASTER SUITE c;=-a, 1 !i ! i ' t'i. '.% Q : , r s .``;'` ' P r. i 4 } . r w J ISSUED F'OR; DATE: DRB APPLlCATtQN 10. 94. 9 9 DRB RESPONSE 1.39.19 2011 MICHAEL SUMAN ARGHI7ECT, LIC. 1LL: tf`Y° r/nV DRAWN: MDS PROJECT #,` 1911 SHEET 77TLE: EXiSTtNG ELEVA GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 366 ra v f y s MASTER SU S0'-p„ MAI! LEVEL 39 -0 I.WER Ev z$ —a X Tl lta NC)RTH ELEVATIUN A2.4 scACE: 114„ = 1 _0' sY`t',/i t °" €11,,' r`6 w ` t,`% s C}ia ;. e f e ,._M_ _. _ _. k A ca ;,. t a` i` 8 3'` 3 9 Cp f3 r,,, 'v . (.} . i? w i-+ ... ,. a+ I V J M i. W O a U J J J Q r W d'' Z t3 Q F J n r F J I issu Q o; c r: DR8 APPLlCATtON f 0. 9. 91 DRB RESPONSE 90,39.99 2071 MICHAEL SUMAN AR J All RIGHTS RESERYECI. scA: i ri= , a DRf1WN: MDS PR4JECT #, 9119 SHEET 7tTLE: EXISTlNG E'LEVA LCC. GRFA Variance Request 387 Beaver Dam Circle Lot 1A, Blk 4, Vail Village 3rd Plans: September 24, 2024 367 Customer Distribution Prevent fraud - Please call a member of our closing team for wire transfer instructions or to initiate a wire transfer. Note that our wiring instructions will never change. Order Number: V50069173-5 Date: 07/24/2023 Property Address: 387 BEAVER DAM CIRCLE, VAIL, CO 81657 For Closing Assistance Closers Assistant For Title Assistance Charis Patterson 0090 BENCHMARK RD #205 AVON, CO 81620 PO BOX 3480 (970) 748-4784 (Work) (877) 408-7373 (Work Fax) cpatterson@ltgc.com Company License: CO44565 Karen Campbell 0090 BENCHMARK RD #205 AVON, CO 81620 PO BOX 3480 (970) 748-4787 (Work) (877) 408-7373 (Work Fax) kcampbell@ltgc.com Company License: CO44565 Land Title Eagle County Title Team 610 WEST LIONSHEAD CIRCLE #300 VAIL, CO 81657 (970) 477-4500 (Work) eaglecountyrequests@ltgc.com Buyer/Borrower AB GLOBAL INC., A DELAWARE CORPORATION Attention: GUILLERMO SCHULTZ Delivered via: Electronic Mail Attorney for Buyer OATES KNEZEVICH GARDENSWARTZ KELLY & MORROW PC Attention: ANNE MARIE MCPHEE 533 E HOPKINS THIRD FLOOR ASPEN, CO 81611 (970) 920-1701 (Work) (970) 920-1700 (Work) (970) 920-1121 (Work Fax) amm@okglaw.com Delivered via: Electronic Mail Seller/Owner HCH ORGANIZATION LLC Attention: FRED TRESCA, DEBBIE TRESCA Delivered via: Electronic Mail Attorney for Seller STOVALL ASSOCIATES PC Attention: JIM STOVALL 175 MAIN ST #C-109 EDWARDS, CO 81632 (970) 949-4200 (Work) (970) 797-1874 (Work Fax) jim@vailvalleylaw.net Delivered via: Electronic Mail 368 Agent for Buyer THE STOCKTON GROUP COMPASS Attention: TYE STOCKTON 141 E MEADOW DRIVE SUITE 203 VAIL, CO 81657 (970) 471-2557 (Cell) tye@tsgvail.com Delivered via: Electronic Mail THE STOCKTON GROUP COMPASS Attention: ABEL MEDRANO abel.medrano@compass.com Delivered via: Electronic Mail Agent for Seller THE STOCKTON GROUP COMPASS Attention: TYE STOCKTON 141 E MEADOW DRIVE SUITE 203 VAIL, CO 81657 (970) 471-2557 (Cell) tye@tsgvail.com Delivered via: Electronic Mail 369 Estimate of Title Fees Order Number: V50069173-5 Date: 07/24/2023 Property Address: 387 BEAVER DAM CIRCLE, VAIL, CO 81657 Seller(s): THE HCH ORGANIZATION, LLC, A COLORADO LIMITED LIABILITY COMPANY Buyer(s): AB GLOBAL INC., A DELAWARE CORPORATION Thank you for putting your trust in Land Title. Below is the estimate of title fees for the transaction. The final fees will be collected at closing. Visit ltgc.com to learn more about Land Title. Estimate of Title Insurance Fees "ALTA" Owner's Policy 07-30-21 $23,593.00 Deletion of Standard Exception(s)$75.00 Tax Certificate (Tax Certificate Ordered)$27.00 TOTAL $23,695.00 Note: The documents linked in this commitment should be reviewed carefully. These documents, such as covenants conditions and restrictions, may affect the title, ownership and use of the property. You may wish to engage legal assistance in order to fully understand and be aware of the implications of the documents on your property. Chain of Title Documents: Eagle county recorded 11/15/2011 under reception no. 201121336 Plat Map(s): Eagle county recorded 01/25/2002 under reception no. 784035 370 This page is only a part of a 2021 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Property Address: 387 BEAVER DAM CIRCLE, VAIL, CO 81657 1.Commitment Date: 07/14/2023 at 5:00 P.M. 2.Policy to be Issued and Proposed Insured: "ALTA" Owner's Policy 07-30-21 Proposed Insured: AB GLOBAL INC., A DELAWARE CORPORATION $16,000,000.00 3.The estate or interest in the land described or referred to in this Commitment and covered herein is: FEE SIMPLE 4.The Title is, at the Commitment Date, vested in: THE HCH ORGANIZATION, LLC, A COLORADO LIMITED LIABILITY COMPANY 5.The Land is described as follows: LOT 1A, BLOCK 4, A RESUBDIVISION OF LOT 1, BLOCK 4, VAIL VILLAGE-THIRD FILING, ACCORDING TO THE PLAT RECORDED JANUARY 25, 2002, AT RECEPTION NO. 784035, COUNTY OF EAGLE, STATE OF COLORADO. ALTA COMMITMENT Old Republic National Title Insurance Company Schedule A Order Number:V50069173-5 371 ALTA COMMITMENT Old Republic National Title Insurance Company Schedule B, Part I (Requirements) Order Number: V50069173-5 All of the following Requirements must be met: This proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. Pay the agreed amount for the estate or interest to be insured. Pay the premiums, fees, and charges for the Policy to the Company. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 1.THE FINANCIAL CRIMES ENFORCEMENT NETWORK ("FINCEN"), A BUREAU OF THE U.S. DEPARTMENT OF THE TREASURY, HAS ISSUED A GEOGRAPHIC TARGETING ORDER ("GTO") TO ALL TITLE INSURANCE COMPANIES REQUIRING THE COLLECTION AND REPORTING OF CERTAIN INFORMATION WITH RESPECT TO CERTAIN REAL ESTATE TRANSACTIONS IN ADAMS, ARAPAHOE, CLEAR CREEK, DENVER, DOUGLAS, EAGLE, ELBERT, EL PASO, FREMONT, JEFFERSON, MESA, PITKIN, PUEBLO, OR SUMMIT COUNTIES. PRIOR TO THE CLOSING OF THE PROPOSED TRANSACTION, THE COMPANY AND ITS POLICY-ISSUING AGENT MUST BE PROVIDED WITH INFORMATION SUFFICIENT TO DETERMINE IF THE TRANSACTION MUST BE REPORTED TO FINCEN, INCLUDING COPIES OF CERTAIN DOCUMENTS NECESSARY TO MEET THE GTO'S DOCUMENT/RECORD RETENTION REQUIREMENTS. THE PROPOSED TRANSACTION WILL NOT BE CLOSED, AND THE PROPOSED POLICY WILL NOT BE ISSUED, UNLESS THE REQUIRED INFORMATION IS PROVIDED TO THE COMPANY OR ITS POLICY-ISSUING AGENT AND FOUND TO BE ACCEPTABLE. 2.EVIDENCE SATISFACTORY TO THE COMPANY THAT THE TERMS, CONDITIONS AND PROVISIONS OF THE TOWN OF VAIL TRANSFER TAX HAVE BEEN SATISFIED. 3.WRITTEN CONFIRMATION THAT THE INFORMATION CONTAINED IN STATEMENT OF AUTHORITY FOR THE HCH ORGANIZATION, LLC, A COLORADO LIMITED LIABILITY COMPANY RECORDED JULY 23, 2015 UNDER RECEPTION NO. 201513759 IS CURRENT. NOTE: SAID INSTRUMENT DISCLOSES FRED M. TRESCA, MANAGER, THE ABERDEEN ORGANIZATIION, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS THE MEMBER AUTHORIZED TO EXECUTE INSTRUMENTS CONVEYING, ENCUMBERING OR OTHERWISE AFFECTING TITLE TO REAL PROPERTY ON BEHALF OF SAID ENTITY. IF THIS INFORMATION IS NOT ACCURATE, A CURRENT STATEMENT OF AUTHORITY MUST BE RECORDED. 4.(THIS ITEM WAS INTENTIONALLY DELETED) 5.RELEASE OF DEED OF TRUST DATED OCTOBER 21, 2016 FROM THE HCH ORGANIZATION, LLC, A COLORADO LIMITED LIABILITY COMPANY TO THE PUBLIC TRUSTEE OF EAGLE COUNTY FOR THE USE OF JPMORGAN CHASE BANK TO SECURE THE SUM OF $5,000,000.00, AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS THEREOF, RECORDED OCTOBER 26, 2016, UNDER RECEPTION NO. 201618105. 6.WARRANTY DEED FROM THE HCH ORGANIZATION, LLC, A COLORADO LIMITED LIABILITY COMPANY TO AB GLOBAL INC., A DELAWARE CORPORATION CONVEYING SUBJECT PROPERTY. 372 REQUIREMENTS TO DELETE THE PRE-PRINTED EXCEPTIONS IN THE OWNER'S POLICY TO BE ISSUED A. UPON RECEIPT BY THE COMPANY OF A SATISFACTORY FINAL AFFIDAVIT AND AGREEMENT FROM THE SELLER AND PROPOSED INSURED, ITEMS 1-4 OF THE PRE-PRINTED EXCEPTIONS WILL BE DELETED. ANY ADVERSE MATTERS DISCLOSED BY THE FINAL AFFIDAVIT AND AGREEMENT WILL BE ADDED AS EXCEPTIONS. B. IF LAND TITLE GUARANTEE CONDUCTS THE CLOSING OF THE CONTEMPLATED TRANSACTIONS AND RECORDS THE DOCUMENTS IN CONNECTION THEREWITH, ITEM NO. 5 OF THE PRE-PRINTED EXCEPTIONS WILL BE DELETED. C. UPON RECEIPT OF PROOF OF PAYMENT OF ALL PRIOR YEARS' TAXES AND ASSESSMENTS, ITEM NO. 6 OF THE PRE-PRINTED EXCEPTIONS WILL BE AMENDED TO READ: TAXES AND ASSESSMENTS FOR THE YEAR 2023 AND SUBSEQUENT YEARS. NOTE: THE ISSUANCE OF THE POLICIES AND/OR ENDORSEMENTS REFERENCED IN THIS COMMITMENT ARE SUBJECT TO THE APPROVAL OF THE UNDERWRITER OF SAID POLICIES AND/OR ENDORSEMENTS. THIS COMMITMENT MAY BE REVISED AS REQUIRED BY THE UNDERWRITER TO ISSUE THE POLICIES AND/OR ENDORSEMENTS REQUESTED. THIS NOTE WILL BE DELETED UPON THE RECEIPT OF SAID APPROVAL. ALTA COMMITMENT Old Republic National Title Insurance Company Schedule B, Part I (Requirements) Order Number: V50069173-5 All of the following Requirements must be met: 373 Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This Commitment and the Policy treat any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document will be excepted from coverage. 1.Any facts, rights, interests, or claims thereof, not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 2.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 3.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 4.Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records. 5.Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date of the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment. 6.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 7.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water. 8.RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES AS RESERVED IN UNITED STATES PATENT RECORDED SEPTEMBER 04, 1923, IN BOOK 93 AT PAGE 98. 9.RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES PATENT RECORDED SEPTEMBER 04, 1923, IN BOOK 93 AT PAGE 98. 10.RESTRICTIVE COVENANTS WHICH DO NOT CONTAIN A FORFEITURE OR REVERTER CLAUSE, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW, AS CONTAINED IN INSTRUMENT RECORDED MARCH 25, 1963, IN BOOK 174 AT PAGE 575. 11.EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE RECORDED PLAT OF VAIL VILLAGE THIRD FILING AND DUPLEX PLAT RECORDED JANUARY 25, 2002 RECEPTION NO. 784035. 12.TERMS, CONDITIONS AND PROVISIONS OF HOLY CROSS ELECTRIC ASSOCIATION, INC. UNDERGROUND RIGHT OF WAY EASEMENT RECORDED AUGUST 19, 1997 IN BOOK 734 AT PAGE 966. 13.(THIS ITEM WAS INTENTIONALLY DELETED) ALTA COMMITMENT Old Republic National Title Insurance Company Schedule B, Part II (Exceptions) Order Number: V50069173-5 374 14.TERMS, CONDITIONS AND PROVISIONS OF DECLARATION OF COVENANTS, CONDITIONS AND RESERVATIONS BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW AS CONTAINED IN INSTRUMENT RECORDED JANUARY 25, 2002 AT RECEPTION NO. 784036. 15.ANY FACTS, RIGHTS, INTERESTS OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF THE FOLLOWING FACTS: 1) ROCK WALL ENCROACHES INTO UTILITY EASEMENT AND ADJOINING LOT. 2) SPA ENCROACHES INTO UTILITY EASEMENT. 3) FENCELINES ON THE SOUTHWESTERLY LOT LINE. AS SHOWN ON IMPROVEMENT LOCATION CERTIFICATE CERTIFIED MAY 12, 2023 PREPARED BY EAGLE VALLEY SURVEYING, INC., JOB #1469 SAID DOCUMENT STORED AS OUR IMAGE 60335039 ALTA COMMITMENT Old Republic National Title Insurance Company Schedule B, Part II (Exceptions) Order Number: V50069173-5 375 ALTA Commitment For Title Insurance issued by Old Republic National Title Insurance Company NOTICE IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY’S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. . COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions ,Old Republic National Title Insurance Company, a Minnesota corporation (the “Company”), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Amount of insurance and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within 6 months after the Commitment Date, this Commitment terminates and the Company’s liability and obligation end. COMMITMENT CONDITIONS 1. DEFINITIONS 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, Commitment terminates and the Company’s liability and obligation end. 3. The Company’s liability and obligation is limited by and this Commitment is not valid without: 4. COMPANY’S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company is not liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY i. comply with the Schedule B, Part I—Requirements; ii. eliminate, with the Company’s written consent, any Schedule B, Part II—Exceptions; or iii. acquire the Title or create the Mortgage covered by this Commitment. “Discriminatory Covenant”: Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. (a) “Knowledge” or “Known”: Actual knowledge or actual notice, but not constructive notice imparted by the Public Records.(b) “Land”: The land described in item 5 of Schedule A and affixed improvements located on that land that by State law constitute real property. The term “Land” does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, aavenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) “Mortgage”: A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. (d) “Policy”: Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) “Proposed Amount of Insurance”: Each dollar amount specified in Schedule A as the Proposed Amount of Insurance of each Policy to be issued pursuant to this Commitment. (f) “Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment.(g) “Public Records”: The recording or filing system established under State statutes in effect at the Commitment Date under which a document must be recorded or filed to impart constructive notice of matters relating to the TItle to a purchaser for value without Knowledge. The term “Public Records” does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. (h) “State”: The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term “State” also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. (i) “Title”: The estate or interest in the Land identified in Item 3 of Schedule A.(j) the Notice;(a) the Commitment to Issue Policy;(b) the Commitment Conditions;(c) Schedule A;(d) Schedule B, Part I—Requirements; and(e) Schedule B, Part II—Exceptions; and(f) a counter-signature by the Company or its issuing agent that may be in electronic form.(g) The Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to: (a) The Company is not liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (b) The Company is only liable under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (c) The Company’s liability does not exceed the lesser of the Proposed Insured’s actual expense incurred in good faith and described in Commitment Condition 5(a) or the Proposed Amount of Insurance. (d) The Company is not liable for the content of the Transaction Identification Data, if any.(e) The Company is not obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. (f) 376 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT. CHOICE OF LAW AND CHOICE OF FORUM 7. IF THIS COMMITMENT IS ISSUED BY AN ISSUING AGENT The issuing agent is the Company’s agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company’s agent for the purpose of providing closing or settlement services. 8. PRO-FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. CLAIMS PROCEDURES This Commitment incorporates by reference all Conditions for making a claim in the Policy to be issued to the Proposed Insured. Commitment Condition 9 does not modify the limitations of liability in Commitment Conditions 5 and 6. 10. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS COMMITMENT, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS COMMITMENT, ANY BREACH OF A COMMITMENT PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS COMMITMENT, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING. ANY POLICY ISSUED PURSUANT TO THIS COMMITMENT WILL CONTAIN A CLASS ACTION CONDITION. 11. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Amount of insurance is $2,000,000 or less may be arbitrated at the election of either the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration rules at http://www.alta.org/arbitration IN WITNESS WHEREOF, Old Republic National Title Insurance Company has caused its corporate name and seal to be affixed by its duly authorized officers on the date shown in Schedule A to be valid when countersigned by a validating officer or other authorized signatory. Issued by: Land Title Guarantee Company 3033 East First Avenue Suite 600 Denver, Colorado 80206 303-321-1880 Craig B. Rants, Senior Vice President This page is only a part of a 2021 ALTA® Commitment for Title Insurance issued by Old Republic National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II —Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. The Company’s liability is further limited by the terms and provisions of the Policy to be issued to the Proposed Insured.(g) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment.(a) Any claim must be based in contract under the State law of the State where the Land is located and is restricted to the terms and provisions of this Commitment. Any litigation or other proceeding brought by the Proposed Insured against the Company must be filed only in a State or federal court having jurisdiction (b) This Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (c) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (d) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company.(e) When the Policy is issued, all liability and obligation under this Commitment will end and the Company’s only liability will be under the Policy.(f) 377 Land Title Guarantee Company Disclosure Statements Note: Pursuant to CRS 10-11-122, notice is hereby given that: Note: Effective September 1, 1997, CRS 30-10-406 requires that all documents received for recording or filing in the clerk and recorder's office shall contain a top margin of at least one inch and a left, right and bottom margin of at least one half of an inch. The clerk and recorder may refuse to record or file any document that does not conform, except that, the requirement for the top margin shall not apply to documents using forms on which space is provided for recording or filing information at the top margin of the document. Note: Colorado Division of Insurance Regulations 8-1-2 requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed". Provided that Land Title Guarantee Company conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lenders Policy when issued. Note: Affirmative mechanic's lien protection for the Owner may be available (typically by deletion of Exception no. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to CRS 10-11-123, notice is hereby given: The Subject real property may be located in a special taxing district.(A) A certificate of taxes due listing each taxing jurisdiction will be obtained from the county treasurer of the county in which the real property is located or that county treasurer's authorized agent unless the proposed insured provides written instructions to the contrary. (for an Owner's Policy of Title Insurance pertaining to a sale of residential real property). (B) The information regarding special districts and the boundaries of such districts may be obtained from the Board of County Commissioners, the County Clerk and Recorder, or the County Assessor. (C) The land described in Schedule A of this commitment must be a single family residence which includes a condominium or townhouse unit. (A) No labor or materials have been furnished by mechanics or material-men for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. (B) The Company must receive an appropriate affidavit indemnifying the Company against un-filed mechanic's and material-men's liens. (C) The Company must receive payment of the appropriate premium.(D) If there has been construction, improvements or major repairs undertaken on the property to be purchased within six months prior to the Date of Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and or the contractor; payment of the appropriate premium fully executed Indemnity Agreements satisfactory to the company, and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. (E) 378 This notice applies to owner's policy commitments disclosing that a mineral estate has been severed from the surface estate, in Schedule B-2. Note: Pursuant to CRS 10-1-128(6)(a), It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. Note: Pursuant to Colorado Division of Insurance Regulations 8-1-3, notice is hereby given of the availability of a closing protection letter for the lender, purchaser, lessee or seller in connection with this transaction. Note: Pursuant to CRS 24-21-514.5, Colorado notaries may remotely notarize real estate deeds and other documents using real-time audio-video communication technology. You may choose not to use remote notarization for any document. That there is recorded evidence that a mineral estate has been severed, leased, or otherwise conveyed from the surface estate and that there is substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and (A) That such mineral estate may include the right to enter and use the property without the surface owner's permission. (B) 379 Joint Notice of Privacy Policy of Land Title Guarantee Company Land Title Guarantee Company of Summit County Land Title Insurance Corporation and Old Republic National Title Insurancy Company This Statement is provided to you as a customer of Land Title Guarantee Company as agent for Land Title Insurance Corporation and Old Republic National Title Insurance Company. We want you to know that we recognize and respect your privacy expectations and the requirements of federal and state privacy laws. Information security is one of our highest priorities. We recognize that maintaining your trust and confidence is the bedrock of our business. We maintain and regularly review internal and external safeguards against unauthorized access to your non-public personal information ("Personal Information"). In the course of our business, we may collect Personal Information about you from: applications or other forms we receive from you, including communications sent through TMX, our web-based transaction management system; your transactions with, or from the services being performed by us, our affiliates, or others; a consumer reporting agency, if such information is provided to us in connection with your transaction; and The public records maintained by governmental entities that we obtain either directly from those entities, or from our affiliates and non-affiliates. Our policies regarding the protection of the confidentiality and security of your Personal Information are as follows: We restrict access to all Personal Information about you to those employees who need to know that information in order to provide products and services to you. We may share your Personal Information with affiliated contractors or service providers who provide services in the course of our business, but only to the extent necessary for these providers to perform their services and to provide these services to you as may be required by your transaction. We maintain physical, electronic and procedural safeguards that comply with federal standards to protect your Personal Information from unauthorized access or intrusion. Employees who violate our strict policies and procedures regarding privacy are subject to disciplinary action. We regularly assess security standards and procedures to protect against unauthorized access to Personal Information. WE DO NOT DISCLOSE ANY PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT STATED ABOVE OR PERMITTED BY LAW. Consistent with applicable privacy laws, there are some situations in which Personal Information may be disclosed. We may disclose your Personal Information when you direct or give us permission; when we are required by law to do so, for example, if we are served a subpoena; or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any agreement, transaction or relationship with you. 380 Our policy regarding dispute resolution is as follows: Any controversy or claim arising out of or relating to our privacy policy, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 381 Present:David N Tucker William A Jensen William A Jensen Robert N Lipnick Robert N Lipnick John Rediker John Rediker Scott P McBride Brad Hagedorn Robyn Smith Absent:Henry Pratt 1.Virtual Link Register to attend the Planning and Environmental Commission meeting. Once registered, you will receive a confirmation email containing information about joining this webinar. 2.Call to Order 3.Main Agenda Planner: Jamie Leaman-Miller Applicant Name: Vail Valley Foundation represented by Zehren and Associates 3.1 A request for review of a variance from Section 14-10-9 Fences, Hedges, Walls and Screening, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for a fence to exceed six feet in height, located at 540 S Frontage Road E, Unplatted - Ford Park Amphitheater (PEC24-0051) 01:09 into meeting: Planner Leaman-Miller gives a presentation on the application. Goes over the requested variance. Shows pictures from around the proposed fence location. No trees are proposed to be removed as a result of the proposed work. Amphitheater management and Vail Police Department have security concerns from the existing 6’ fence, which is why the variance is requested to go up to 8’ in height. Staff is recommending approval of the application. No questions for staff. Pedro Campos from Zehren & Associates is representing the Vail Valley Foundation. Fence would be changing to a steel fence that would be more durable. Goes over the process of getting to this design and how it will be similar to the Dillon Amphitheater. Rediker asks about the construction of the fence. Planning and Environmental Commission Minutes Monday, January 13, 2025 1:00 PM Vail Town Council Chambers PEC24-0051 Staff Memo.pdf A. Vicinity Map.pdf B. Applicant Narrative.pdf C. PEC24-0051 Plans.pdf 1 Planning and Environmental Commission Meeting Minutes of January 13, 2025 382 Campos goes over the 8’ interval between foundational pieces to secure rest of the fence. It will go in the same place as existing, but tighter intervals. Posts will be hand dug and will need to go six inches below frost line. Hagedorn asks about the height, the top pieces and if they will be spikes that could endanger wildlife. Campos says they aren’t spikes. They are trying to avoid the flat top as that makes it easier to scale. They want to have the pickets above the top rail, but they will not be sharp. Smith asks about the spikes; she has the same concerns as Hagedorn regarding something or someone being impaled. Hagedorn asks about the height of the pickets. Campos says they are 2” above the top rail. Lipnick asks how they came to the decision of six feet compared to eight feet and why. Campos states that it was a recommendation of the VPD to go up to that height. That is what they suggested. Smith does not support the height with the pickets above the rail. Does not feel safe. Campos notes that concern. McBride says this could prevent people from getting out in an emergency. Would like to hear about that. Campos says that there were some emergency evacuations gates that were added a few years ago. These would be replaced with this project. That also has emergency lighting. Rediker asks where those egress points are around the fence perimeter. Campos goes back to the pictures, and they aren’t easily visible. Rediker who has attended events there knew about east and west gates but not other emergency exits. Would like that called to the attention of the public that there are other options. Smith asks how they are activated if needed in an emergency. Campos says they are automatically locked or unlocked in the case of an emergency. There is also additional security during ticketed events to usher users to those exits in the case of an emergency. Rediker wants to confirm that the new fence would follow the same path. Campos confirms. Smith has concerns about the pickets and would like to condition the application that the top rail be flat. Rediker asks staff if that is something the PEC can look at or if it should be left to the DRB. Planning Manager Roy answers that it is a design element that is best left to the DRB, but the safety concern is valid. No public comment. Hagedorn recommends that there is flat bar on the top of the fence. Jensen echoes that concern. Lipnick agrees. Eight feet ok but would like a flat top. 2 Planning and Environmental Commission Meeting Minutes of January 13, 2025 383 Smith agrees. There are plenty of fences in Ford Park above eight feet. Would like to see the motion with a flat top because not having that would be a safety issue that doesn’t meet the criteria. Tucker agrees with all. Rediker understands the concerns. Fully respects the point that the penalty for breaking the law should not be landing on a metal picket. Current fence is easy to get over and has seen it. There could be others with ill intent that could scale it as well. Making it taller will make it more difficult to scale. They should have security on the interior of the fence patrolling it to make sure no one gets in there. Believes criteria is met and this is a safety issue. Jensen adds that this is the height being voted on and DRB should input on design. McBride agrees with Smith on the posts. We are trying to keep people out but shouldn’t be causing bodily harm if they try to scale. Recommends the DRB to look at a flat top rail. Planner: Heather Knight Applicant Name: AB Global Inc, represented by Mauriello Planning Group 3.2 A request for review of a variance from Section 12-6D-8B, Gross Residential Floor Area, Vail Town Code, pursuant to Title 12 Chapter 17, Variances, Vail Town Code to allow for an increase in the allowable Gross Residential Floor Area (GRFA) within the Two-Family Primary/Secondary Zone District located at 387 Beaver Dam Circle, Lot 1A, Block 4, Vail Village 3rd Filing (PEC24-0048). 01:29:33 into meeting: Planner Knight gives a presentation. She talks about the history of the property. Major remodels were completed on one half in 2011 and the second half in 2014, maxing out the GRFA for the property. In 2023, a building permit identified some discrepancies. Rediker asks about the definition of crawl space. Knight says its below 5’ in height, per code. Planning Manager Roy adds that, for it to not count, the ceiling height is 5’ or less, and opening is less than 12 square feet. Knight runs through the GRFA calculations. She talks about the variance criteria, staff is recommending denial as it is not meeting the criteria. Jensen, are there consequences to contractors for unpermitted work? Robert N Lipnick made a motion to Approve with the condition on page 6 and the findings on page 6 & 7 of the staff memo ; William A Jensen seconded the motion Passed (6 - 1). Voting For: William A Jensen, Robert N Lipnick, Brad Hagedorn, John Rediker, Scott P McBride, David N Tucker Voting Against: Robyn Smith PEC24-0048 GRFA Variance staff memo.pdf Attachment A. Vicinity Map.pdf Attachment B. Applicant Narrative.pdf Attachment C. 2011 Plan Set.pdf Attachment D. Title Report.pdf 387 Beaver Dam PEC Applicant Presentation 1-13-25.pdf 3 Planning and Environmental Commission Meeting Minutes of January 13, 2025 384 Roy, at the end of the days it is on the property owner to make sure their property is in compliance, the Town is unable to hold contractors specifically responsible for this. Smith, there is wetland close by here, at some point there was limitation on the amount of excavation here. What happens if the variance is denied, how is this converted back? Knight says they would need to conform to the GRFA limits set. Smith asks how does this happen? Knight says they are not aware of how this came to be. Smith, if this were accepted as GRFA, would there need to be additional excavation to allow for window wells? Knight, it may have to conform with fire sprinkler requirements, doesn’t need that second egress because it is not a bedroom. Lipnick asks if the areas in question are on the lowest level. Knight says we look at the structure as a whole, there is a level that is lower than these. The applicant is represented by Dominic Mauriello with Mauriello Planning Group. Their client bought the house as is, without the knowledge that there were spaces that were added illegally. This is a huge issue for the owner, they are also pursuing legal actions on the private side. We are exhausting our administrative options but you can also take a look at it today. We think we’re not just going through the motions, there is legitimate arguments for a variance. It doesn’t set a precedence for the whole town here, but there are extenuating circumstances here, look at this more as a case-by-case basis. Mauriello says they avoided all wetlands, what’s underneath the building was already disturbed. The definition of GRFA has some problems, especially with the basement deductions. If it’s underground you should get the deduction, we're trying to prevent people getting two floors deductions. If the owner was tearing this building down, they wouldn’t be getting another 600 sf, they would be getting thousands because you would build this house very differently. It’s unfortunate they did the renovation two years before the change in GRFA calculation. Mauriello says it looks like a storage room right now, one of the complicating factors is that there is mechanical space in the back of it. There has been a web of different changes to the code since this property was constructed. The secondary units in the P/S district didn’t benefit as much from the changes to code that allowed more GRFA. Mauriello talks about the evolution of GRFA in the Town. He addresses the variance criteria. Tucker asks about the idea that rebuilding would grant more floor space? Would that even be possible with wetland restrictions? Mauriello, it is a horizontal line, not a vertical line. There are not impacts to wetlands to his knowledge. Jensen, troubled that this was done illegally and if the PEC approved it, that would give license to others to do it. Your arguments are significant, but as the PEC its hard to weigh in. Would like to see this go in front of Town Council and let them address the questions about GRFA. McBride asks when did the applicant first contact the Town to figure out there was an issue? Mauriello says long after purchase. They submitted building permit plans, not knowing this space was done illegally. Had it been disclosed by the seller, it would have been a different situation, the Town didn’t know at the time. 4 Planning and Environmental Commission Meeting Minutes of January 13, 2025 385 McBride, what happens if the applicant gets a variance and wins the court case? Mauriello, there’s probably some issues that occur in there, maybe the client gets money back but the money doesn’t solve the problem. Would love to see the PEC direct staff to fix the GRFA regulations. Rediker, does the client agree that under current code for GRFA their residence exceeds the allowable? Mauriello confirms. Rediker says this GRFA is not conforming unless it was granted a variance. McBride, how long did it take to an answer from the Town? Knight says the Town didn’t know about this until a building permit was submitted for some minor interior work. McBride says that’s a question that the owner could have asked when they purchased. Mauriello says they had no reason to understand that there may be unpermitted additions. He talks about another case on Potato Patch. Rediker says we're not here today to debate the Town’s GRFA code. Mauriello says we are to the extent that the hardship is to give fair and equal treatment to a building with a stepped foundation against a new build. Roy, you’re correct we’re not here to debate GRFA. The code was applied equally and consistently. Rediker, your client is asking us to resolve a lawsuit. He has sympathy for their situation, but are they asking the PEC to rectify the situation? Maureillo, when we took a step back, forgetting about the fraudulent situation, could you recognize the code has some inequities in it? You’ve got a stepped foundation, what is the spirit and intent of the law given these circumstances. Rediker, is the inequity with the code or because of how the house was constructed? Mauriello, the house was built before the basement deduction came into effect. People doing new builds are able to realize more square footage through that. Jensen asks about ceiling height. Knight says if they’ve rectified removing the GRFA, and it’s exempt it could move forward. Smith clarifies that improvements should not exacerbate a non-conformity? Knight confirms. Smith says granting this variance would increase the non-conformity. Roy talks about the difference between illegal and legal non-conformities. Tucker asks about the building permit. Knight and Tucker discuss the code considerations. Hagedorn, what is the status of the home currently? Knight, it is occupiable, the remodel application has been stopped. McBride, not sure this is the right vehicle for us to address this. Rediker ask for public comment. There is none. Rediker asks for commissioner comment. Hagedorn, agrees GRFA definition is broken, supports a redesign of how it's spelled out, right not it 5 Planning and Environmental Commission Meeting Minutes of January 13, 2025 386 incentivizes blowing out a site. Would be in support of redefining that, wants to prevent three stories of subterranean living space like we've seen in peer communities. At the same time, that is the best path for your client to resolve this. We are not a policy setting body, that is council. Within that context, do see this variance as a special privilege. The seller misrepresented at the sale, this is turning to the PEC for remedy on a private property dispute. Don’t see that as the right path or illegal activities as a hardship. We would not grant a GRFA variance with a new build, this meets criteria one and three but fails two. Jensen shared similar views, concerned about precedent and special privilege, doesn’t support the request. Lipnick, agrees with Hagedorn, Council sets policy. Doesn’t meet criteria, doesn’t support it. Smith, concurs with others. The applicant is a victim, the community is also the victim. Limiting the size of a residence is necessary, the applicant is not being penalized the property just needs to come into conformity. If the GRFA rules are not creating the desired outcomes, we should amend those rules, there is a process that is not the variance criteria. The variance would be a grant of special privilege, if we’re rewarding and incentivizing illegal GRFA it incentivizes that behavior. This fails all three criteria. Tucker, because it is case-by-case, if the opposite end is rebuilding just to maximize GRFA, then granting some additional storage space would be allowable. McBride, this is a private property dispute, concerned about the precedent, maybe not legal precedent, but just because somebody gets a raw deal they can now benefit from that. Sorry the owners had to deal with that, hopefully there is recourse in the courts. This could have been easily remedied at the time of purchase by contacting the Town of Vail. Rediker, we had an excellent presentation by the applicant, sympathetic to the applicant and their situation. But we're looking at the variance criteria, one and two are not met. This would be a grant of special privilege, no other properties would be given extra GRFA. We can’t condone illegal activity after the fact by allowing the victim to seek redress here. The recourse for the applicant is civil action. Your client was victimized and sympathetic for that, but it doesn’t meet the criteria, this is not appropriate forum to settle the dispute. Hagedorn says the buyers are enjoying use of the property currently, nothing is stopping them from that. 3.3 A request for a recommendation to the Vail Town Council of an application to reestablish Special Development District No. 43, pursuant to Section 12-9(A), Special Development Districts, Vail Town Code, to allow for the development of a hotel addition, add conference space and an employee housing apartment building, and related uses and improvements, located at 2211 North Frontage Road West which is composed of Tract C, Lot 1, Lot 2, and Lot 3 Vail Das Schone Filing No. 1 and Lot 1, Vail Das Schone Filing 3, and setting forth details in regard thereto. (PEC24-0039) This item's attachments can be found with item 3.2 PEC24-0044 Planner: Greg Roy William A Jensen made a motion to Deny with the findings on page 13-14; Robyn Smith seconded the motion Passed (6 - 1). Voting For: William A Jensen, Robert N Lipnick, Robyn Smith, Brad Hagedorn, John Rediker, Scott P McBride Voting Against: David N Tucker 6 Planning and Environmental Commission Meeting Minutes of January 13, 2025 387 Applicant Name: TNFREF III Bravo Vail LLC represented by Mauriello Planning Group 31:00 into meeting: Planner Roy gives a presentation. He walks through the vicinity map, the history of the property, and the applications being looked at today. He walks through the existing conditions and the proposal. He talks about the deviations with the SDD, the proposed conditions, and about the sidewalks and the context of the master plan. He talks about the proposed employee housing on the site. Hagedorn asks about the sidewalk. Roy says the Town Engineer recommends the sidewalk stays in the plan, because of the increased density and use south of Chamonix, to prepare it for future use. The applicant is represented by Dominic Mauriello with Mauriello Planning Group. Smith and Mauriello discuss types of sidewalks. Smith asks if the fire truck pullout will be maintained in the winter. Roy says it will need to be maintained. Smith & Roy discuss possible sidewalk configurations and possible access to the west. Smith says a lot of this is a separate conversation from the application as far as public way improvements. Tucker asks about possible speed control coming out of the roundabout, especially with increased pedestrian traffic. Discussion about a potential condition related to the infrastructure around the project. Jensen would like to hear more from public works. Rediker, we’ve noted the concern about the entrance points. Smith, can we ask the applicant to include a condition that all exterior lighting shall be full cutoff? Roy says Town Code is full cutoff, they could ask the applicant if they want to go beyond that as far as limiting the lumens. Mauriello talks about the history of the site, the Town previously approved the SDD on two separate occasions by ordinance. The deviations being requested were also previously approved. Mauriello says they would be happy with condition that the applicant shall provide two pedestrian sidewalk connections to Chamonix lane subject to DRB approval. He talks about the geotechnical report. He talked to the hotel who lowered the lights, and they will fully address this by January 25th. They will meet Town Code, which is full cutoff. Smith, the concern is the lighting near the EHU building. Mauriello, that condition is fine and it should be addressed by February. Mauriello presents about the snow management plan. He talks about the parking study for the project. With the West Vail Master Plan, they are even more consistent with the master plan at this point. Smith asks about the geotechnical report. Mauriello says the report says it’s not a problem to build there but there may need to be some engineering details to be worked out. There has been mitigation work done north of Chamonix to address this as well. 7 Planning and Environmental Commission Meeting Minutes of January 13, 2025 388 Rediker asks about the relief for the height on the existing building. The buildings that are being built comply with PA-2? Mauriello confirms. Mauriello says all the lighting is required to be cutoff so a lighting condition is not necessary. Rediker asks for public comment, there is none. Public comment closed. Rediker asks for commissioner comment. Tucker, the applicant put together a good plan and addressed our concerns. Smith, the staff memo details all the thought and requirements that went into this approval the first time around. Being able to look back and see how it met the criteria, confident that each of the criteria are met. Advocates to add a condition about the sidewalks. For the public, there is a lot improvement that can be made to the public works part of it, but the public that cares about this process will need to advocate for it moving forward. It’s not appropriate to hang public decision making on one applicant, as far as this concerned, good to go. Lipnick, the applicant has answered our questions from last meeting. Supports the project, including the employee housing. Jensen, thanks applicants for addressing parking for the EHUs. Supports proposal, the parking study validates the parking plan. Feels good about this project because it anchors the west end, start of the west vail redevelopment. Hagedorn, fine with parking proposal as presented, appreciates the EHU parking. There is strong public benefit to accelerating development of EHUs. It's very important that we don’t re-trade approvals, there's responsibility to respect the work that has been done previously. Even without that, it meets the criteria set forth. McBride, agrees with Smith and Hagedorn, in support. Rediker, agrees with commissioners. Not just this commission, but the prior discussions that have occurred. Hagedorn makes some good points about the continuity of government, we’ve heard everything here and are making our own decision, but do respect the prior thought that went into this. Staff did an excellent job in the memo breaking down the criteria, agrees with staff’s analysis. Planner: Greg Roy Applicant Name: TNFREF III Bravo Vail LLC, represented by Mauriello Planning Group 3.4 A request for review of an Exterior Alteration, pursuant to Section 12-7J-12, Exterior Alterations or Modifications, Vail Town Code, to allow for a hotel addition and an EHU apartment building, located at 2211 North Frontage Road West which is composed of Tract C, Lot 1, Lot 2, and Lot 3 Vail Das Schone Filing No. 1 and Lot 1, Vail Das Schone Filing 3, and setting forth details in regard thereto. (PEC24-0044) William A Jensen made a motion to Recommend for approval with the findings on page 27 ; Robyn Smith seconded the motion Passed (7 - 0). Staff Memorandum - PEC24-0039 & 0044.pdf Attachment A. Vicinity Map.pdf Attachment B. Applicant Narrative 1-3-25.pdf Attachment C. McDowell Parking Analysis.pdf Attachment D. Skyline Geoscience Geologic Study.pdf 8 Planning and Environmental Commission Meeting Minutes of January 13, 2025 389 This item heard concurrently with 3.3 4.Approval of Minutes 4.1 PEC Results 12-23-24 5.Information Update Planner Roy passes along a notice from the Environmental Department about a water rights meeting happening on that Tuesday at CMC in Edwards. Planner Roy notes that there were 55 PEC applications in 2024 compared to the 2022 and 2023 average of 30 PEC applications. Thanks the Commission for their time and effort. Smith asked about a news blast that said the PEC granted a variance for a fence out in Matterhorn and didn't remember a fence coming before the Commission. Planner Roy clarifies that it was a DRB application and was not a variance. He gives a summary of the application and the process. It did not come before the PEC. 6.Adjournment Attachment E. McDowell Transportation Impact Study.pdf Attachment F. Project Plan Set.pdf Attachment G. PEC Meeting Minutes 12-23-24.pdf Robyn Smith made a motion to Approve with the conditions on pages 28 and 29 and the findings on page 29 and the added condition that the applicant provide two western sidewalk connections to Chamonix Road; William A Jensen seconded the motion Passed (7 - 0). Robert N Lipnick made a motion to Approve ; Robyn Smith seconded the motion Passed (7 - 0). PEC Results 12-23-24.pdf David N Tucker made a motion to Adjourn ; William A Jensen seconded the motion Passed (7 - 0). 9 Planning and Environmental Commission Meeting Minutes of January 13, 2025 390 GRFA VARIANCE PLANNING AND ENVIRONMENTAL COMMISSION JANUARY 13, 2025 387 BEAVER DAM CIRCLE 1 391 Subject Property: 387 Beaver Dam Circle Beaver Dam Road Beaver Dam Circle Forest Road W. M e a d o w D r i v e Rockledg e R o a d 2 392 Subject Property: 387 Beaver Dam Circle Lot 1A Lot 1B 3 393 INTRODUCTION •AB Global purchased 387 Beaver Dam Circle in July of 2023 •Previous owners converted crawl spaces to GRFA without approvals •Only discovered when the owner submitted building permit plans for small remodel •Owners are looking to resolve the issue •Hoping to maintain the use of the spaces in home 4 394 GRFA CONVERSION •Area 1: 354 sf •Below the 2-car garage •Entirely below grade •Excavated to >5ft in head height •No windows •Used as storage, mechanical, wine cellar •Lowest level in this section of home 5 395 GRFA CONVERSION •Area 2: 317 sf •Beneath single garage •Almost entirely below grade •Excavated to >5ft in head height •No windows •Converted into laundry area and pantry •Lowest level in this section of home 6 396 GRFA CONVERSION •Area 3: 174 sf •Entirely below grade •Excavated to >5ft in head height •No windows •Used as a storage area •On the lowest level of the home = allowed as a deduction from GRFA 7 397 REQUEST OF PEC •Owner requesting GRFA variance to allow spaces to remain livable areas •Equates to approximately 660 sf in excess of allowable GRFA for property •Owner understands is difficult request to make of Town, but is looking to find reasonable solution for all parties involved •Owner believes there is justification for GRFA variance •If approved - ➡Owner understands spaces need to be updated to current building code requirements ➡Will undergo appropriate permitting process to ensure all life safety requirements are met 8 398 HISTORY AND BACKGROUND 9 399 PROPERTY HISTORY •1999: Town approved separation request for detached duplex due to wetlands and small stream running through property •2002: Duplex plat was recorded with Lot 1B as primary and Lot 1A as secondary unit + EHU ‣As required on all duplex plats, restriction that GRFA calculated on combined area of two parcels ‣At time, entirety of the property was maxed out on GRFA •2002: Lot 1A was sold to HIBOU Colorado Properties LLC 10 400 11 387 Beaver Dam Circle - Secondary Unit 381 Beaver Dam Circle - Primary Unit Stream and Wetland Vegetation 401 Subject property: 387 Beaver Dam Circle Lot 1A Lot 1B 12 402 GRFA CHANGES PROPERTY HISTORY •2004: Town completed major rewrite of the GRFA regulations ➡Changes had effect of increasing allowable GRFA for entirety of Lot 1 from 6,488 sf to 8,916 sf ➡Impacted the 60/40 split due to the way credits were granted 13 403 LOT 1A - SECONDARY UNIT PROPERTY HISTORY •2011: Lot 1A sold to HCH Organization LLC and major remodel completed on home •Owner participated in EHU exchange program - converted EHU space into GRFA for residence •Remodel and elimination of EHU used 3,566 sf of GRFA •Maxed out GRFA allowed for Lot 1A as secondary unit 14 404 LOT 1B: PRIMARY UNIT PROPERTY HISTORY •2014: Lot 1B underwent major remodel utilized 5,354 sf of GRFA •With this remodel, entirety of property maxed out on GRFA at 8,919 sf 15 405 CURRENT OWNER OF LOT 1A PROPERTY HISTORY •2023: Lot 1A sold to AB Global Inc. ➡Submitted building permit to Town of Vail for interior renovations to the unit •Unbeknownst to current owners, prior owner converted areas identified as “crawl space” on 2011 plans into GRFA •Spaces equate to additional 662 sf of GRFA •Town identified issue during review of building permit ➡Town informed current owner that GRFA issue needed to be resolved 16 406 2002 2011 2014 2024 New Construction Total GRFA: 6,488 sf P: 3,808 sf S: 2,680 sf Remodel of Secondary Total GRFA: 7,179 sf P: 3,614 sf S: 3,565 sf Remodel of Primary Total GRFA: 8,919 sf P: 5,354 sf S: 3,565 sf New owner submits plans to TOV, illegal conversion identified 2004 Town amends GRFA allowance and calculation method 17 407 GRFA REGULATIONS 18 408 TOWN’S GRFA REGULATIONS Original GRFA allowance as established in Ordinance 30 of 1977 for Primary Secondary (P/S) Zone District was: 25% of the first 15,000 sf of lot area 10% of 15,000 sf to 30,000 sf of lot area 5% of the site area in excess of 30,000 sf of lot area The secondary unit was not to exceed 1/3 of the allowable GRFA Gross Residential Floor Area in Vail always been difficult to implement 19 409 TOWN’S GRFA REGULATIONS 1981: Ordinance 23 of 1981 to allowed the secondary unit to be a maximum of 40% of the allowable GRFA 1985: Town adopted “250 Ordinance” - allowed any 5 year old existing unit to add 250 sf above GRFA limit 1990: Town undertook first major overhaul of GRFA •Modified definition of GRFA •P/S district granted additional 425 sf per allowable dwelling unit, increasing allowable GRFA by 850 sf •Applied after the 60/40 split 1995: “250 Ordinance” was amended •Eliminated ability to use 250 if a demo/rebuild •Required review by the PEC •Allowed only units that were in existence prior to November 30, 1995 to use “250” 20 410 TOWN’S GRFA REGULATIONS •Common throughout 1980s and 1990s, Town faced on-going issues with enforcement of GRFA •Growing concern owners were doing work without permits, compromising the safety with illegal construction activities •1997: Town added “Interior Conversions” to GRFA Chapter ➡allowed units in existence prior to 1997 to do Interior Conversion ➡adopted in recognition that many owners had converted non-habitable space into GRFA without appropriate permits ➡If this provision still existed today, no variance would be required 21 411 TOWN’S GRFA REGULATIONS § 12-15-4 INTERIOR CONVERSIONS. (A) Purpose. This section provides for flexibility and latitude with the use of interior spaces within existing dwelling units that meet or exceed the allowable gross residential floor area (GRFA). This would be achieved by allowing for the conversion of existing interior spaces such as vaulted spaces, crawl spaces and other interior spaces into floor area, provided the bulk and mass of the building is not increased. This provision is intended to accommodate existing homes where residents desire to expand the amount of usable space in the interior of a home. The town has also recognized that property owners have constructed interior space without building permits. This provision is also intended to reduce the occurrence of interior building activity without building permits and thereby further protecting the health, safety, and welfare of the community. 22 412 TOWN’S GRFA REGULATIONS •2002: Group of owners and other interested parties submitted application to Town of Vail in 2002 with simple premise: “Eliminate GRFA and allow the other development regulations such as site coverage and height to regulate bulk and mass, especially in the low density residential zone districts.” •Clear from staff memorandums from time that because Interior Conversion only applied to units constructed prior to 1997, staff was continually dealing with enforcement issues relating to illegal conversion of crawl or lofted spaces to GRFA •The PEC memo from October 14, 2002, states: 23 413 PG. 9, STAFF MEMORANDUM TO PEC DATED OCTOBER 14, 2002 ARE THERE SAFETY IMPLICATIONS OF GRFA? THERE IS A SIGNIFICANT ECONOMIC INCENTIVE TO UTILIZE EVERY SQUARE FOOT IN VAIL’S REAL ESTATE MARKET. ILLEGAL CONSTRUCTION TO CREATE NEW FLOOR AREA HAPPENS FREQUENTLY. SOMETIMES THE TOWN IS ABLE TO IDENTIFY AND STOP THIS ACTIVITY AND SOME TIMES IT DOES NOT. THE RESULT IS OFTEN CONSTRUCTION WITHOUT A BUILDING PERMIT. THEREFORE FIRE ALARMS, FIRE ACCESS , SAFE CONSTRUCTION ARE ISSUES THAT MAY NOT BE ADDRESSED… 24 414 TOWN’S GRFA REGULATIONS •Notably, much of research in early 2000s included research completed in the mid-1990s which was based on a similar premise: ➡GRFA is difficult to administer and has lead to construction completed without building permits - compromising the safety of residents and guests •PEC members continually stated that basements and crawl spaces were always most problematic aspect of GRFA regulations Chairperson of PEC stated: “…Below grade not being counted was a unanimous decision. He stressed simplicity and said that a restriction of basements not exceeding the actual footprint of the structure might be implemented successfully.” (PEC Minutes from August 11, 2023) 25 415 TOWN’S GRFA REGULATIONS •2004: Following years of discussions and hearings, Ordinance 14 of 2004 provided major overhaul of GRFA •GRFA calculations for P/S district amended as follows: 46% of the first 10,000 sf of lot area 38% of 10,000 sf to 15,000 sf of lot area 13% of 15,000 sf to 30,000 sf of lot area 6% of the site area in excess of 30,000 sf of lot area The secondary unit was not to exceed 40% of the allowable GRFA •425 sf credit per allowable unit was eliminated. •Allowance for “250 Additions” and “Interior Conversions” were eliminated for many zone districts, including P/S-zoned properties. •Under assumption GRFA was increased enough to capture these other allowances - not sure that was successful assumption. 26 416 TOWN’S GRFA REGULATIONS •While methodology of measuring GRFA was modified with Ordinance 14, biggest change was allowing for basements to be deducted from calculation •Major point of discussion during amendment process, as it was argued that basements areas should not be counted toward GRFA because they do not have an impact on structure’s bulk and mass •The language adopted in 2004 was as follows: 6. Basements: on the lowest level of a structure, the total percentage of exterior wall surfaces unexposed and below existing or finished grade, whichever is more restrictive shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The percentage deduction calculations shall be rounded to the near whole percent. The lowest level’s exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level’s exterior walls. 27 417 TOWN’S GRFA REGULATIONS •However, language lacked clarity and by 2016, was disagreement amongst applicants and staff on implementation of basement deduction •Many believed that initial discussion was that basement credit was meant to apply to to any space that was generally below grade ➡Especially important in that Design Guidelines encourage stepping of foundations to create more environmentally sensitive designs on steep slopes •Additionally, in case of duplex units, staff began interpreting that only unit at lowest grade got to take advantage of basement credit •So your neighbor in the lower unit gets the credit but you do not 28 418 •Unfortunately, even graphics used at time to discuss basement levels assumed simple rectangular floor plan ➡Uncommon in construction of dwelling units in Vail •So record lacked some clarity on how basement deduction was to be applied to multi-unit structures TOWN’S GRFA REGULATIONS 29 Graphic used by staff to illustrate basement deductions during the 2004 review process for the GRFA amendments. 419 TOWN’S GRFA REGULATIONS • In 2016, the basement deduction was amended to read as follows: 6. Basements. On the lowest level of a structure, the total percentage of all exterior wall surfaces of the structure as a whole (interior party walls are not considered exterior walls for the purposes of this section) that are unexposed and below existing or finished grade, whichever is more restrictive, shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The lowest level shall be the finished floor level with the lowest USGS elevation, including all floor levels within six vertical feet of the lowest level. A multi-unit building shall be considered one structure. The percentage deduction calculations shall be rounded to nearest whole percent. The lowest level exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level exterior walls. The deduction shall be applied to all horizontal areas on the lowest level of a structure, including garages and employee housing units also deducted from the calculation of GRFA elsewhere in this title; but the deduction does not apply to any crawl space or attic 30 420 TOWN’S GRFA REGULATIONS •Unfortunately, this had effect of eliminating any benefit to doing stepped foundation ➡Now it explicitly states that only very lowest level of structure gets deduction •As result, it is more common to see entire building sites scraped to maximize basement credit and allowable GRFA •Additionally, basement deduction language still fails to address one fundamental issue with GRFA regulations in the Town of Vail: conversions of existing crawl space to GRFA 31 421 TODAY - NO ONE BUILDS THIS 32 Lowest Lowest Lowest 422 WHY DOES ALL THIS MATTER? 33 423 387 BEAVER DAM CIRCLE •Home originally constructed in 2002 - not eligible for 250 addition or interior conversion due to date requirements for processes •Pre-dated adoption of new GRFA allowances and calculation methodologies •Constructed at time when Town strongly encouraged stepped foundations to minimize site disturbance. •Property was further constrained by wetlands and perennial stream that runs between Lot 1A and Lot 1B. ➡It was because of these impacts that the home was granted a separation request by the DRB 34 387 Beaver Dam Circle - Secondary Unit 381 Beaver Dam Circle - Primary Unit Stream and Wetland Vegetation 424 •Siting of home and use of stepped foundation was recommended by wetland report ➡Intended to reduce construction disturbance around house to a zone not to exceed 5 ft. •Construction method created crawl spaces at multiple levels of home, as shown in plans from permit plans from 2002 387 BEAVER DAM CIRCLE 35 425 Crawl space converted in 2011 - deducted from GRFA because on lowest level of structure Crawl space that cannot be deducted from GRFA as is on main level of structure, even though almost completely buried 36 Building Permit Plans from 2002 Stepped foundation based on wetland report 426 387 BEAVER DAM CIRCLE Recognized in 2004 staff memo for GRFA amendment that methodology of only excluding lowest level would discourage design of buildings with stepped foundations: By excluding the lowest level of a structure from the GRFA calculations, this amendment creates an incentive to maximize the size of the lowest level (equivalent to the allowable site coverage). This also discourages the design of buildings that “step-up” a site where the alignment of the building steps in response to the site topography. This then encourages a greater amount of site excavation that results in more disturbance to existing soils and the more destruction of existing vegetation. When calculating GRFA, deductions such as those for crawlspaces and garages located on the lowest level of a building will be applied first and then a basement deduction will be applied. This methodology continues to encourage the construction of crawlspaces designed to be illegally converted to GRFA at a future date. pg. 9, Staff Memorandum to Town Council, July 6, 2004 37 427 387 BEAVER DAM CIRCLE Furthermore, 2004 staff memo recognized that methodology to deduct basements from GRFA could create justification for variances from GRFA regulations, stating: This amendment may create justification for variances from the GRFA regulations. If below-grade spaces are deducted from the GRFA calculations, the Town can anticipate receiving variance applications for lots where the construction of a basement is not physically practical (i.e. the presence of bedrock, high water tables near creeks and wetlands, excessively steep slopes, the presence of existing buildings and structures, etc.) pg. 8-9, Staff Memorandum to Town Council, July 6, 2004 38 428 CRITERIA FOR REVIEW 39 429 THE RELATIONSHIP OF THE REQUESTED VARIANCE TO OTHER EXISTING OR POTENTIAL USES AND STRUCTURES IN THE VICINITY. CRITERIA #1 •Beaver Dam Road and Beaver Dam Circle neighborhood is zoned P/S, with generally all lots allowed two dwelling units •Property adjacent to Town of Vail- owned open space property zoned Agricultural and Open Space The Town of Vail Zoning Map indicates that all lots along West Forest Road are zoned Primary/Secondary. The adjacent property to the south is owned by the USFS, zoned “Resource Preservation” by Eagle County. 40 430 THE RELATIONSHIP OF THE REQUESTED VARIANCE TO OTHER EXISTING OR POTENTIAL USES AND STRUCTURES IN THE VICINITY. CRITERIA #1 •Proposed GRFA variance has no impact to properties in the vicinity •Spaces in question have existed since original construction of home in 2002 •While it is unknown when illegal conversion to GRFA occurred, bulk and mass of structure did not change from its original construction •Even exterior remained exactly same - no exterior windows, doors, etc. were added as part of conversion •Lower level spaces with no impacts to other neighboring properties •Because of this, proposed variance is consistent with uses and structures, both existing and potential, in the vicinity. 41 431 THE DEGREE TO WHICH RELIEF FROM THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF A SPECIFIED REGULATION IS NECESSARY TO ACHIEVE COMPATIBILITY AND UNIFORMITY OF TREATMENT AMONG SITES IN THE VICINITY, OR TO ATTAIN THE OBJECTIVES OF THIS TITLE WITHOUT GRANT OF SPECIAL PRIVILEGE. CRITERIA #2 •The applicant acknowledges that GRFA variances are rare within the Town of Vail. •However, this property is unique. •The site is constrained by a perennial steam and wetlands on the property. •The impacts of these were the basis for a separation request that was granted by the Design Review Board when the development of the site was approved by the Town. 42 432 THE DEGREE TO WHICH RELIEF FROM THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF A SPECIFIED REGULATION IS NECESSARY TO ACHIEVE COMPATIBILITY AND UNIFORMITY OF TREATMENT AMONG SITES IN THE VICINITY, OR TO ATTAIN THE OBJECTIVES OF THIS TITLE WITHOUT GRANT OF SPECIAL PRIVILEGE. CRITERIA #2 •Primary unit constructed on larger buildable area of site, NE of wetlands, while secondary unit constructed on smaller portion of site, to SW of wetlands •Because secondary unit was more constrained by wetlands, construction of home required limited site disturbance to protect wetland vegetation and perennial stream •Remaining buildable area then necessitated orientation of home to run more perpendicular to grade, rather than running parallel to grade •Wetland report recommended stepped foundation with no site disturbance to occur within 5 ft. of foundation •Construction method inevitably led to crawl spaces at lowest level of each step of foundation •These factors are unique to this site 43 433 THE DEGREE TO WHICH RELIEF FROM THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF A SPECIFIED REGULATION IS NECESSARY TO ACHIEVE COMPATIBILITY AND UNIFORMITY OF TREATMENT AMONG SITES IN THE VICINITY, OR TO ATTAIN THE OBJECTIVES OF THIS TITLE WITHOUT GRANT OF SPECIAL PRIVILEGE. CRITERIA #2 •Combine this with fact that existing structure was built just prior to 2004 GRFA amendments, which created deductions for basement areas on only the lowest level •Staff noted in adoption of these basement deductions this there would then be justifications for GRFA variance based on factors that specifically apply to this lot: high water tables near creeks / wetlands and presence of existing buildings and structures 44 434 THE DEGREE TO WHICH RELIEF FROM THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF A SPECIFIED REGULATION IS NECESSARY TO ACHIEVE COMPATIBILITY AND UNIFORMITY OF TREATMENT AMONG SITES IN THE VICINITY, OR TO ATTAIN THE OBJECTIVES OF THIS TITLE WITHOUT GRANT OF SPECIAL PRIVILEGE. CRITERIA #2 •If home been constructed after 2004 GRFA amendments, it may have been constructed differently - in manner that would have more successfully maximized basement deduction •However, may not have been possible due to physical constraints of lot •As identified by staff, presence of perennial stream and wetlands could have been viable justification for variance •Similarly, previous owner could have requested GRFA variance prior to conversion of the crawl spaces into GRFA using stream and wetlands, along with presence of existing structure, which was also identified by staff as justification for GRFA variance 45 435 THE DEGREE TO WHICH RELIEF FROM THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF A SPECIFIED REGULATION IS NECESSARY TO ACHIEVE COMPATIBILITY AND UNIFORMITY OF TREATMENT AMONG SITES IN THE VICINITY, OR TO ATTAIN THE OBJECTIVES OF THIS TITLE WITHOUT GRANT OF SPECIAL PRIVILEGE. CRITERIA #2 •Unfortunate that it lands on this owner to correct actions of previous owner •Because there are unique physical characteristics of site and structure that do not allow home to be constructed in a similar manner as other homes in vicinity which allow for a greater basement deduction, not a grant of special privilege to approve this GRFA variance •Further, those building homes today are able to gain much more floor area by planning for lowest level basement deduction - not afforded to existing home, so variance simply levels playing field between older established homes with stepped foundations and those with extensive lowest level basement spaces 46 436 THE EFFECT OF THE REQUESTED VARIANCE ON LIGHT AND AIR, DISTRIBUTION OF POPULATION, TRANSPORTATION AND TRAFFIC FACILITIES, PUBLIC FACILITIES AND UTILITIES, AND PUBLIC SAFETY. CRITERIA #3 •Bulk and mass of existing structure remains exactly same as was approved with 2002 construction and 2011 remodel of home •These spaces exist within footprint of home, whether they are GRFA or back-filled to 5 ft head height •No impacts to distances between buildings, which would effect light and air •Distribution of population not effected by variance request, and no impacts to transportation facilities, public facilities and utilities •Variance request improves public safety and welfare - as these spaces will now be brought to current Building Code requirements and inspected by Town of Vail officials •As a result, proposed variance complies with this criterion 47 437 SUCH OTHER FACTORS AND CRITERIA AS THE COMMISSION DEEMS APPLICABLE TO THE PROPOSED VARIANCE. CRITERIA #4 •We are happy to address any additional comments of the Planning and Environmental Commission 48 438 NECESSARY FINDINGS 49 439 THAT THE GRANTING OF THE VARIANCE WILL NOT CONSTITUTE A GRANT OF SPECIAL PRIVILEGE INCONSISTENT WITH THE LIMITATIONS ON OTHER PROPERTIES CLASSIFIED IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #1 •Site is constrained by perennial steam and wetlands •Wetland report recommended stepped foundation with no site disturbance to occur within 5 ft of foundation •Construction method inevitably led to crawl spaces at lowest level of each step of foundation •These factors are unique to this site • Combine this with fact that existing structure was built just prior to 2004 GRFA amendments, which created deductions for basement areas on only lowest level 50 440 THAT THE GRANTING OF THE VARIANCE WILL NOT CONSTITUTE A GRANT OF SPECIAL PRIVILEGE INCONSISTENT WITH THE LIMITATIONS ON OTHER PROPERTIES CLASSIFIED IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #1 •If home been constructed after 2004 GRFA amendments, it may have been constructed in manner that would more successfully maximized basement deduction ➡However, that may not have been possible due to physical constraints of lot ➡Variance could have been requested so that home could take advantage of basement deductions like other homes in vicinity ➡Presence of perennial stream and wetlands could have been a viable justification for a variance 51 441 THAT THE GRANTING OF THE VARIANCE WILL NOT CONSTITUTE A GRANT OF SPECIAL PRIVILEGE INCONSISTENT WITH THE LIMITATIONS ON OTHER PROPERTIES CLASSIFIED IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #1 •Similarly, previous owner could have requested variance prior to conversion of crawl spaces using stream and wetlands, along with presence of existing structure, also an identified justification for a GRFA variance •Because there are unique physical characteristics of site and structure that do not allow home to be constructed in a similar manner as other homes in the vicinity which allow for a greater basement deduction, it is not a grant of special privilege to approve this GRFA variance 52 442 THAT THE GRANTING OF THE VARIANCE WILL NOT CONSTITUTE A GRANT OF SPECIAL PRIVILEGE INCONSISTENT WITH THE LIMITATIONS ON OTHER PROPERTIES CLASSIFIED IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #1 •Further, homes today are able to gain much more floor area by planning for lowest level basement deduction •This is not afforded to this existing home, so this variance levels playing field between older established homes with stepped foundations and those with extensive lowest level basement spaces 53 443 THAT THE GRANTING OF THE VARIANCE WILL NOT BE DETRIMENTAL TO THE PUBLIC HEALTH, SAFETY, OR WELFARE, OR MATERIALLY INJURIOUS TO PROPERTIES OR IMPROVEMENTS IN THE VICINITY. NECESSARY FINDINGS #2 •Based on Criteria 1 and 3 above, the granting of this variance would not be detrimental to the public health, safely or welfare. 54 444 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 •We understand that this is difficult request to make of Town: ➡We are looking to find reasonable solution for all parties involved ➡We believe that there is justification for a GRFA variance •Options for current owner to rectify the situation created by the previous owner are not great for anyone involved: 55 445 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 1.Bring in enough fill to re-create the original crawl space height of 5 ft. Challenges of completing this work are unnecessary burden on current homeowner, who was not responsible for illegal construction to begin with. Current purchased floor area will now disappear, affecting function of home. Not practical because of location of utilities and mechanical equipment at rear of this spaces that must remain accessible. 2.Remove GRFA in other locations of the home to accommodate the GRFA created by the crawl space conversion. Removal of other spaces would eliminate more useable rooms within home - bedrooms, living rooms, etc. This would be difficult and impractical as those spaces are legal, permitted, and finished spaces that serve familial functions within home. 56 446 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 3.Demolish and rebuild a home that could maximize GRFA and the basement deduction more in line with neighboring properties. While plausible, current owners purchased this home with intent of using home - not an expensive / challenging demo and new construction project. Additionally, site constraints on property do not go away withdemo/rebuild. Site is constrained by perennial stream and wetlands and when the duplex plat established property line between Lot 1A and Lot 1B, it generally follows stream and creates a compact buildable site area for Lot 1A. 57 447 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 •These all result in an unnecessary physical hardship to the current owner, who did not cause the situation, and the variance is therefore warranted. 58 448 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 •Site has extraordinary circumstances that do not apply to other properties to all properties within P/S zone district - perennial stream and associated wetlands •Created limited buildable area, along with more robust construction requirements such as stepped foundation with defined limits of disturbance of only 5 ft. from perimeter of foundation to protect wetland vegetation. •Same site constraints warranted approval of a separation request from the Design Review Board. These can be as challenging, if not more, as a variance. •In granting separation request, the DRB must make a determination that the lot has significant site constraints, as outlined in the following code section: 59 449 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 (B) The presence of significant site constraints may permit the physical separation of units and garages on a site. The determination of whether or not a lot has significant site constraints shall be made by the Design Review Board. SIGNIFICANT SITE CONSTRAINTS shall be defined as natural features of a lot such as stands of mature trees, natural drainages, stream courses and other natural water features, rock outcroppings, wetlands, other natural features and existing structures that may create practical difficulties in the site planning and development of a lot. Slope may be considered a physical site constraint that allows for the separation of a garage from a unit. It shall be the applicant’s responsibility to request a determination from the Design Review Board as to whether or not a site has significant site constraints before final design work on the project is presented. This determination shall be made at a conceptual review of the proposal based on review of the site, a detailed survey of the lot and a preliminary site plan of the proposed structure(s). 60 450 THAT THE VARIANCE IS WARRANTED FOR ONE OR MORE OF THE FOLLOWING REASONS: 1.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD RESULT IN PRACTICAL DIFFICULTY OR UNNECESSARY PHYSICAL HARDSHIP INCONSISTENT WITH THE OBJECTIVES OF THIS TITLE. 2.THERE ARE EXCEPTIONAL OR EXTRAORDINARY CIRCUMSTANCES OR CONDITIONS APPLICABLE TO THE SITE OF THE VARIANCE THAT DO NOT APPLY GENERALLY TO OTHER PROPERTIES IN THE SAME ZONE DISTRICT. 3.THE STRICT OR LITERAL INTERPRETATION AND ENFORCEMENT OF THE SPECIFIED REGULATION WOULD DEPRIVE THE APPLICANT OF PRIVILEGES ENJOYED BY THE OWNERS OF OTHER PROPERTIES IN THE SAME ZONE DISTRICT. NECESSARY FINDINGS #3 •It is because of all these factors that strict enforcement of GRFA regulations would deprive applicant of privileges enjoyed by owners of other properties in same zone district •Because existing structure was completed just prior to major overhaul of GRFA regulations, it was unable to take advantage of changes to basement deduction which more recently constructed homes are permitted to do. •This, combined with the physical site constraints, deprives applicant of privileges enjoyed by other P/S zoned properties. 61 451 PRESENTATION BY Heather Knight Planner II TC25-0002 387 Beaver Dam Circle GRFA Variance Appeal 452 Vicinity Map Town of Vail | TC25-0002| vail.gov 453 Background Town of Vail | TC25-0002| vail.gov •In the late 1990s, the Town approved a separation request for the primary unit and secondary unit to be detached due to wetlands and a small stream that is located on the property. •A duplex plat was recorded in 2002 with Lot 1A (the property of focus for this application) as the secondary unit and Lot 1B as the primary unit. •The entire Lot 1 is one development lot for zoning standards calculation purposes, including GRFA. •Of Lot 1, Lot 1A is 0.1857 acres and Lot 1B is 0.6814 acres for a total development lot size of 0.8671 acres (37,771sf). 1A 1B - primary 454 GRFA Definition Town of Vail | TC25-0002| vail.gov Per 12-15-1, GRFA (Gross Residential Floor Area) is intended to control and limit the size, bulk and mass of residential structures within the town. GRFA regulation is an effective tool for limiting the size of residential structures and ensuring that residential structures are developed in an environmentally sensitive manner by allowing adequate air and light in residential areas and districts. Basements: On the lowest level of a structure, the total percentage of all exterior wall surfaces of the structure as a whole (interior party walls are not considered exterior walls for the purposes of this section) that are unexposed and below existing or finished grade, whichever is more restrictive, shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The lowest level shall be the finished floor level with the lowest USGS elevation, including all floor levels within six vertical feet of the lowest level. 455 GRFA History Town of Vail | TC25-0002| vail.gov •In July 2004, the Vail Town Council approved Ordinance 14, Series of 2004 to amend the GRFA regulations and calculations. The basement deduction calculation was introduced, and new calculations based on site/lot area were implemented. The result of this Ordinance increased the allowable GRFA for the entirety of Lot 1 from 6,488sf to 8,916sf. The basement deduction was later modified in subsequent Ordinances but is still a part of the GRFA calculation to date. •In November of 2011, Lot 1A was sold and a major remodel was completed on the secondary unit.The owner of the secondary residence participated in the EHU exchange program and converted the EHU living space into GRFA for the residence. The remodel and elimination of the EHU used 3,566 sq. ft. of GRFA.This 2011 remodel maxed out the GRFA allowed for the secondary unit. 456 GRFA History Town of Vail | TC25-0002| vail.gov •Lot 1B, the primary unit, underwent a major remodel in 2014 which utilized 5,354 sq. ft. of GRFA.This additional space exceeded their allowable 60% of the GRFA by 4sf. With this remodel, the entirety of the development lot (Lot 1) was maxed out on GRFA at 8,920sf. •In 2023, Lot 1A was sold to the applicant, AB Global Inc. Shortly thereafter, the applicant applied for a building permit for interior renovations to the property. Town of Vail staff identified a discrepancy in plans and square footage of the property. The areas identified as crawl space had been converted into living space, equating to approximately 661 sf of GRFA. 457 Previously converted spaces Town of Vail | TC25-0002 | vail.gov •The former mechanical crawl space below the garage was converted to a wine cellar (shown as blue on main level plan below). This space is located almost entirely below grade but is not considered to be on the lowest level of the home and therefore cannot be counted as excluded basement area for GRFA calculation purposes. •The second space is beneath another garage area and was converted from a mechanical crawl space to a butler’s pantry and laundry area (shown as yellow on main level plan below). The space is also entirely below grade but not on the lowest level of the house. 458 Previously converted spaces Town of Vail | TC25-0002 | vail.gov •The final space is on the lowest level of the house and was originally noted as crawl space (shown as blue on the lower level plan below). The height of the space is now greater than 5’-0”. There are no windows but a new door from the interior has been constructed. Previously, there was no access from the interior of the home. Because this space is on the lowest level of the home and is below grade, it can be partially deducted from the GRFA calculation. 459 Zoning Summary Town of Vail | TC25-0002 | vail.gov Development Standard* Allowed / Required Existing Proposed Change Site Area 15,000 SF of Buildable Area 0.8671 acres / 37,771 sf No Change Density (DUs)Max. 2 2 2 No Change Density (GRFA)8,916 sf 9,581 sf 9,581 sf +665 SF (4sf increase from Lot 1B and 661 from Lot 1A) Converted area 460 Variances Town of Vail | TC25-0002 | vail.gov Title 12 –Variances, Vail Town Code 12-17-1: Purpose: A.Reasons For Seeking Variance: In order to prevent or to lessen such practical difficulties and unnecessary physical hardships inconsistent with the objectives of this title as would result from strict or literal interpretation and enforcement, variances from certain regulations may be granted. A practical difficulty or unnecessary physical hardship may result from the size, shape, or dimensions of a site or the location of existing structures thereon; from topographic or physical conditions on the site or in the immediate vicinity; or from other physical limitations, street locations or conditions in the immediate vicinity. Cost or inconvenience to the applicant of strict or literal compliance with a regulation shall not be a reason for granting a variance. 461 PEC Criteria for Review Town of Vail | TC25-0002 | vail.gov 1.The relationship of the requested variance to other existing or potential uses and structures in the vicinity. 2.The degree to which relief from the strict or literal interpretation and enforcement of a specified regulation is necessary to achieve compatibility and uniformity of treatment among sites in the vicinity, or to attain the objectives of this title without grant of special privilege. 3.The effect of the requested variance on light and air, distribution of population, transportation and traffic facilities, public facilities and utilities, and public safety. William A Jensen made a motion to Deny with the findings on page 13-14 of the staff memo; Robyn Smith seconded the Motion. The Motion passed (6 - 1). (Voting For: William A Jensen, Robert N Lipnick, Robyn Smith, Brad Hagedorn, John Rediker, Scott P McBride; Voting Against: David N Tucker) 462 Discussion / Action Town of Vail | TC25-0002 | vail.gov Should the January 23, 2025, decision of the Planning and Environmental Commission be upheld? Pursuant to Section 12-3-3, Vail Town Code, the Vail Town Council must uphold, uphold with modifications, or overturn the Planning and Environmental Commission’s January 23, 2025, decision. The Town Council must act by motion, with such motion to be approved by a majority of those present. 463 Thank you 464 APPEAL OF PEC DENIAL GRFA VARIANCE TOWN COUNCIL APRIL 1, 2025 387 BEAVER DAM CIRCLE 1 465 Subject Property: 387 Beaver Dam Circle Beaver Dam Road Beaver Dam Circle Forest Road W. M e a d o w D r i v e Rockledg e R o a d 2 466 Subject Property: 387 Beaver Dam Circle Lot 1A Lot 1B 3 467 INTRODUCTION •Mauriello Planning Group (MPG) was hired to help the owners of 387 Beaver Dam Circle 2024 when issue was identified •MPG was not previously involved with permitting at 387 Beaver Dam Circle •We assume no one on Town Council has been involved with the property in the past 4 468 BACKGROUND •Applicant applied for variance to allow two basement spaces of 660 sq. ft. total •Variance was denied by a vote of 6-1 by the PEC •PEC was very sympathetic to the situation but felt bound by the strict reading of the code •PEC felt strongly enough about the code issues involved that they brought the issue of fixing the code to staff and the Town Council •We had no involvement in that PEC decision to suggest a code revision 5 469 BACKGROUND •AB Global purchased 387 Beaver Dam Circle in July of 2023 •Previous owners converted crawl spaces to GRFA without approvals •Previous owner did not disclose the conversion work •Only discovered during an inspection related to a building permit for minor interior remodel •Owners are in a lawsuit with the seller •Owner wants to able to properly use the space - a money judgement is a poor substitute 6 470 TODAY •Applicant is asking the Town Council to overturn the PEC denial •Applicant is exhausting its administrative remedies as part of the lawsuit •The applicant wants to be able to use this buried space that exists in the home versus having to remove the floor area from the home •We believe there is sufficient evidence that the current basement definition is unfair and does not treat similarly situated properties equitably 7 471 TODAY •All of the documents provided to you support our claims and are part of the record •The applicant has withdrawn the proposed GRFA amendment to modify the basement deduction to make it fair and equitable at the request of staff •Staff would like to pursue the issue with the Town as the applicant 8 472 SPACES WITHIN HOME •Area 1: 354 sf •Below the 2-car garage •Below grade •No windows •Used as storage, mechanical, wine cellar •Lowest level in this section of home 9 473 SPACES WITHIN HOME •Area 2: 317 sf •Beneath single garage •Below grade •No windows •Converted into laundry area and pantry •Lowest level in this section of home 10 474 Only Area under current code allowed to be deducted as basement Area where conversions were made by prior owner 11 Building Permit Plans from 2002 Stepped Foundation 475 FACTS - HISTORY •2002 - Home was completed under old GRFA rules (23 years ago) •2004 - Major rewrite of GRFA rules allowing basements to be deducted (21 years ago) •Original intent was that if it was underground it should be exempt •Rely on site coverage, building height, setbacks, and design guidelines to control size of homes 12 476 FACTS - HISTORY •2011 - Prior owner completed a major remodel of the home •2016 - Basement deduction was amended to make it more restrictive •Added that the lowest level was based on its sea level elevation precluding stepped basements from being excluded •Added that a duplex or multiple family are considered one structure so only the owner with the lowest level gets excluded •2023 - Home purchased by the applicant 13 477 2004 VERSUS 2016 DEFINITION •2004 6. Basements: on the lowest level of a structure, the total percentage of exterior wall surfaces unexposed and below existing or finished grade, whichever is more restrictive shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The percentage deduction calculations shall be rounded to the near whole percent. The lowest level’s exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. For the purposes of these calculations, retaining walls and site walls shall not be considered part of the lowest level’s exterior walls. 14 478 2004 VERSUS 2016 DEFINITION • 2016 6. Basements. On the lowest level of a structure, the total percentage of all exterior wall surfaces of the structure as a whole (interior party walls are not considered exterior walls for the purposes of this section) that are unexposed and below existing or finished grade, whichever is more restrictive, shall be the percentage of the horizontal area of the lowest level deducted from the GRFA calculations. The lowest level shall be the finished floor level with the lowest USGS elevation, including all floor levels within six vertical feet of the lowest level. A multi-unit building shall be considered one structure. The percentage deduction calculations shall be rounded to nearest whole percent. The lowest level exterior wall surface area shall be measured from the finished floor elevation of that level to the underside of the structural floor members of the floor/ceiling assembly above. 15 479 FINDINGS •That the granting of the variance will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same zone district. •The granting of the variance is not a grant of special privilege. •A variance is necessary to allow fair and equitable treatment of properties in the same zone district. •The applicant did not create the condition. 16 480 FINDINGS •That the granting of the variance will not be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. •The granting of the variance has no impact on public health, safety or welfare to properties in the vicinity. •The granting of the variance is not materially injurious to properties in the vicinity. 17 481 FINDINGS •That the variance is warranted for one or more of the following reasons: •The strict or literal interpretation and enforcement of the specified regulation would result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of this title. •There are exceptional or extraordinary circumstances or conditions applicable to the site of the variance that do not apply generally to other properties in the same zone district. •The strict or literal interpretation and enforcement of the specified regulation would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district. •The strict interpretation of the regulation would deprive the applicant of privileges enjoyed by owners of other properties in the same zone district. 18 482 THANK YOU •Thank you for your consideration. 19 483 AGENDA ITEM NO. 9.2 Item Cover Page DATE:April 1, 2025 TIME:10 min. SUBMITTED BY:Steph Johnson, Finance ITEM TYPE:Ordinance AGENDA SECTION:Public Hearings (8:20pm) SUBJECT:Ordinance No. 4, Series of 2025, Second Reading, An Ordinance Making Budget Adjustments to the Town of Vail General Fund, Capital Projects Fund, Real Estate Transfer Tax Fund, Housing Fund, Heavy Equipment Fund, Internal Employee Housing Rental Fund, Timber Ridge Fund, Residences at Main Vail Fund, and Dispatch Services Fund of the 2025 Budget for the Town of Vail, Colorado; and Authorizing the Said Adjustments as Set Forth Herein; and Setting Forth Details in Regard Thereto (8:50pm) SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 4, Series of 2025 upon second reading. PRESENTER(S):Jake Shipe, Budget Manager VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - 1st Budget Supplemental Ordinance No. 4 - 1st Budget Supplemental, 2nd Reading 484 TO: Vail Town Council FROM: Finance Department DATE: April 1, 2025 SUBJECT: 2024 Results and 2025 Supplemental Appropriation I. SUMMARY The completion of the town’s 2024 fiscal year sets the stage and provides context for the town’s first supplemental budget appropriation of 2025. Included in this memo is a high-level preliminary review of 2024 financial results. During Tuesday evening's session, you will be asked to approve the second reading of Ordinance No. 4, making supplemental appropriations and adjustments to the 2025 budget. This supplemental reflects $54.7M of capital projects and programs that span more than one year and need to have funding re-appropriated to the current year, in addition to $2.7M in funding for new requests and adjustments. II. DISCUSSION Changes to the budget supplemental request from first reading Summer Parking Based on Council’s support to move forward with a summer managed parking pilot program for the 2025 summer season, staff has included revenue and cost estimates associated with summer parking. Revenue estimates are based on the pricing structure presented in this evening’s memo. A summary is included in the below charts. Daily retail summer parking revenue is estimated to increase by $1,729,931, with daily discounted pass revenue estimated at $242,661. An additional $25,000 of new pass purchase revenue is also included. This is a total estimated increase in parking revenue of $1,997,592 With additional summer parking, the town will offer an expanded summer bus service. This will add 4.0 FTE with a net estimated personnel cost of $440,674 and increased fuel costs of $69,796. The increase in personnel costs also includes converting an additional four seasonal employees to full-time. Other costs associated with summer parking include: • Personnel costs of $49,238 to add a summer seasonal parking sales staff and upgrade a parking attendant position to a parking technician • An extensive communication and marketing plan ($25,000) • Parking Pass system buildout for summer passes ($15,000) 485 - 2 - • Credit Card and Processing Fees ($135,557) Staff is also proposing to transfer parking structure enforcement from the parking department to the Vail Police Department. This transition is expected to increase personnel costs by $28,704 annually, but these costs will likely be offset by eliminating redundancies between the two departments, allowing both to focus on other priorities. This shift aims to enhance public safety, strengthen law enforcement efforts, and improve efficiency. Key benefits include better coordination between parking enforcement and law enforcement, stronger enforcement of parking regulations and violations, and streamlined operations, reducing overlap between departments. By consolidating responsibilities, both departments will have more resources to dedicate to their core functions. With the exception of the parking pass system buildout for summer passes (Capital Projects Fund) and increased bus fuel costs for the additional summer bus service (Heavy Equipment Fund), all other parking adjustments will be reflected in the General Fund. The total increase in expenditures for parking operations totals $763,970. Summer revenue exceeding expenses, estimated at $1.23M will be held in the town’s GF reserve balance committed for use on future parking structure capital maintenance. Other adjustments outside of summer parking are listed by Fund below. Within the Capital Projects Fund, Housing Fund, and Real Estate Transfer Tax Fund, reappropriation requests have been adjusted to reflect any changes to the available balance based on updates to preliminary actual results, due to final bill payments and accounting code corrections. General Fund Since the first reading, staff has added a supplemental request for $79,000 for consulting services associated with Sponsorship and Naming Rights for Dobson Arena’s redevelopment, as well as future opportunities with other town-owned assets. Council authorized the Town Manager to enter into a contract with Superlative at the March 18th meeting. This will also require an additional $45,000 in service fees in 2026. In addition to the flat service fees, the town will pay a commission based on the value of sponsorship and naming rights sold. At this time, staff does not have a precise estimate of this amount. Staff will return with an increase in expenditures for these commissions in a future budget request, along with the associated revenue increase. The budget also reflects an adjustment to the reappropriation of the Destination Stewardship Management Plan budget. $23,510 of this General Fund project budget will be transferred to the Real Estate Transfer Tax Fund, to accurately account for the ongoing Greenhouse Gas Inventory and Modeling implementation step of this plan. This amount will combine with $19,000 already included in the RETT budget for a total of $42,510. This adjustment has no net impact to the town-wide budget. $200,000 of implementation for the destination stewardship plan was funded by the Vail Local Marketing District. Capital Projects Fund In the Capital Project Fund, staff is requesting to increase the budget for the fire sprinkler upgrade at the bus barn by $180,000 based on preliminary exploration of design options. This upgrade is necessary to address evolving fire risk mitigation needs as the Town transitions from diesel to electric buses. The additional funding will be fully offset by $180,000 in savings from overall public works shop maintenance in 2024, keeping the net budget impact neutral. The total revised budget for this project is now $780,000. 486 - 3 - In addition, staff is requesting to add a placeholder of $30,000 for the installation of security cameras at the location of the planned bollard installation at Ford Park. This is offset by savings for camera system repair and maintenance in 2024. Residences at Main Vail Fund With in the Residences at Main Vail fund staff is requesting to re-appropriate expenditures of $27,910 to fund ongoing water quality testing associated with the Residences at Main Vail development required by CDPHE Clean Water policy. Repeated from first reading totals have been updated to reflect the changes above) 2024 RESULTS Across all funds, revenues totaled $127.0 million. Excluding large one-time grant revenues from federal grants and the Vail Reinvestment Authority capital reimbursement, 2024 revenues totaled $114.5 million, up $7.6 million from 2023 and up $1.3 million from budget. Sales Tax collections totaled $47.3M in 2024 including both the general 4.0% sales tax ($42.2M) and the new 0.5% housing sales tax ($5.1M). Compared to the prior year, sales tax revenues were up $351.1K, or 0.7%, and up $2.0 million, or 3.3%, compared to budget. 2024 summer season collections were up 2.7%, accounting for the majority of the growth from the prior year. The January – April winter period saw a decline in collections of (0.7)%, while November – December experienced an increase in collections of 0.9%. Inflation, as measured by the consumer price index, was up 2.9% form the 12-months ending December 2024. 1% Real Estate Transfer Tax collections totaled $9.3 million, a $1.4 million or 17% increase compared to 2023. 2024 experienced both an increase in the number of property sales (up 5.7% from 2023), and an increase in the average collection amount (up 10.2% from 2023). A total of 246 properties were sold (excluding timeshares), with an average collection amount of $36,813. Construction Use Tax collections of $3.1 million were up $540.4K or 21.3% from 2023. Construction use tac collections for 2024 were a mix of business and residential construction projects. There were no major commercial redevelopments in 2024. Lift tax collections of $6.7 million were up 3.1% or $209.1K compared to 2023. Lift Tax collections for the late winter season into summer (January through October) were tracking up 6% compared to 2023; however, in November and December lift tax collections experienced an 8% decrease compared to the same time period in 2023. Parking revenues totaled $9.4 million flat compared to 2023. Investment Earnings in 2024 totaled $8.3 million, up $700K compared to 2023. 2024 net expenditures totaled $153.6 million compared to $218.8 million budgeted. Of the $65.2 million budget variance, $52.3 million is requested for re-appropriation for capital projects currently underway in the Capital, RETT, Housing, Heavy Equipment, and Residences at Main Vail Funds. The remaining savings of $12.5 million was a result of savings from capital projects ($5.5), town-wide staffing vacancies ($2.1M), reduced event spending ($882K), fewer health insurance claims ($332K), and reduced general operating expenditures ($3.7M) such as professional fees, general supplies and materials, programs, and fuel and vehicle supplies. 487 - 4 - 2025 SUPPLEMENTAL APPROPRIATION The main purpose of this supplemental is to re-appropriate funds for capital projects budgeted in 2024 and are continuing into this year, or projects that did not begin as planned. There are also adjustments needed to reflect events or decisions that have occurred since the 2025 budget was finalized. General Fund Revenue General Fund revenues have been increased by $2,417,459 offset by a decrease in grant revenues totaling $236,152. Of this amount, $231,332, reflects project reimbursements and grant funding that will be directly offset by corresponding expenditures, including the following: • $207,300 for the continuation of initiatives associated with the grant from the Colorado Department of Local Affairs for the Affordable Housing Capacity Building project. This grant provides an 80% match. • $24,032 for the continuation of the High Visibility Enforcement grant from the Colorado Department of Transportation due to the difference in the State’s fiscal year. The remaining increase in revenue includes the following: • $131,652 increase in daily parking sales revenue. 2024 parking revenues totaled $8.1M, exceeding budget by $247K. Staff has adjusted 2025 parking revenues to be more in line with 2024 collections while also reflecting current year to date trends. The total 2025 proposed amended budget is $7,623,000 down 3.0% compared to prior year. • $44,000 increase in estimated electric vehicle charging station revenue (totaling $66,000 for 2025) due to the new pricing structure implemented on March 1st. This pricing structure is expected to cover average annual operational costs of the Town’s public charging stations of approximately $76,000. • $12,883 increase in the internal administrative fee from the Internal Employee Housing Rental Fund due to the increase in rental revenue associated with the newly purchased East Vail Lodging #35 and Hamlet #3 units. Revenue has been decreased by a total of $236,152 due to uncertainty around the collectability of the federal FTA 5311 Transit Operational grant awarded by the Colorado Department of Transportation. There has been no official change in this grant’s status. However, the Town has not received a definitive communication from the grant administrator that these funds will not be frozen. In accordance with a conservative budgeting philosophy, this grant revenue is removed from the budget. The associated expenditures within the Town’s transit program remain in the budget, funded by general revenues. General Fund expenditures are proposed to increase by $1,092,860, offset by a decrease in expenditures of $50,000. $231,332 of the increased expenditures will be reimbursed by the revenue items listed above while $412,558 represents planning projects that have not been completed and are requested to be rolled forward including West Lionshead ($130,000), Civic Area ($78,772), Transit Optimization ($19,680), and the Destination Stewardship Plans ($184,106). The remaining amount represent new requests: • $290,042 for the annual management fees, commissions, and TOV in-kind usage fees for the Donovan Pavilion and Grand View Room. This is offset by the rental revenue for these two rooms already included in the budget. • $24,900 for an opinion survey related a potential STR Excise Tax • $21,000 for the replacement of small Police Department equipment for traffic enforcement, including four speed radars and ten breathalyzers. The equipment to be 488 - 5 - replaced is approximately 15-years old and has an expected replacement cycle of 10- years. • $4,000 for the annual cost of a subscription to a GIS mapping software in partnership with the Eagle River Water and Sanitation District • $(50,000) decrease for the shift of annual parking entry system repair and maintenance costs from the General Fund to the Capital Projects Fund for consistent accounting treatment. As costs have increased, replacement of various component of the parking entry system have exceeded the Town’s capitalization threshold of $5,000, requiring recognition in a capital fund. This will be offset by an increase of $50,000 to parking capital and will have no net impact to total budgeted expenditures across all town funds. This supplemental budget includes an adjustment to the transfers allocated to the Timber Ridge Fund for the town’s investment in the Timber Ridge redevelopment. The shift is based on available fund balances and follows best practices by prioritizing the use of the most restrictive funds first. Based on updated budget projections the Housing Fund has a greater available balance than originally projected. As a result, staff recommends utilizing these funds first, reducing the transfer from the General Fund by $10.2 million and increasing the transfer from the Housing Fund by the same amount. The above adjustments to the General Fund 2025 budget result in an estimated fund balance of $46.4 million by the end of 2025, or 72% of annual revenues in a normal year. Capital Projects Fund Budgeted revenues will be adjusted by an increase of $4,885,778, offset by a decrease of $15,397. The increases in revenue are related to reimbursements and grants for capital projects originally budgeted and committed to in prior years but are being re-appropriated due to project timing. These revenues will be directly offset by re-appropriated project expenditures. These include: • A reimbursement of $1,741,906 from the Vail Reinvestment Authority (VRA) for the planning and design phase of Dobson redevelopment ($1,741,906) • A total of $1,897,829 utilization of the Holy Cross franchise fee and underground enhancement funds for the conversion of overhead electric lines to underground lines in conjunction with the planned fiber optic project. These funds are built-up over time and recognized when used towards applicable projects. • $750,000 Multi-Model Option Funds grant to be used towards the design of an expanded Mobility Hub at the Vail Transportation Center • $250,000 Colorado Energy Office grant towards the design of a Geothermal Energy District • $154,079 for the remaining balance of the CDOT grant to be used towards electric bus electric charging infrastructure • $91,964 Multi-Model Option Funds grant to be used towards the continuing bollard infrastructure project At this time, staff has not re-appropriated grant revenues for the $1.6M FTA 5339(B) grant awarded last year towards the replacement of two electric buses due to uncertainty around the collectability of funding due to impacts of federal funding freezes. The town is optimistic it will receive the funds; however, the staff has not received a definitive communication from the grant administrator that these funds will be dispersed. In accordance with a conservative budget philosophy, the corresponding revenues have not been included in the budget. These buses have been ordered, and the town does expect to receive them early this year. 489 - 6 - The $15,397 decrease in revenue reflects an adjustment to the transfer from the RETT Fund for the Dobson Redevelopment project. The original 2025 budget included a transfer of $762,546, which was allocated in the 2024–2029 Five-Year Plan for routine maintenance at Dobson. However, since the redevelopment project will eliminate the need for certain maintenance expenses during this period, these funds were transferred to go towards the cost of redevelopment. $15,397 of those funds were used in 2024 towards maintenance. Staff is requesting to supplement 2025 expenditures by a total of $26,956,864 of which $25,468,552 represents projects budgeted in 2024 but not yet completed/received such as the underground utility conversion project ($4.2M), placeholder for replacement of snowmelt boilers ($2.1M), replacement of two buses ($2.1M), the ongoing Dobson Arena redevelopment ($1.7M), neighborhood road projects ($1.5M), and the design of the Vail Mobility Hub expansion ($1.5M). Please see the Capital Projects Fund statement for a full list of all re-appropriations. The remaining $1,488,312 increase in expenditures is for new requests/adjustments, including the following: • An increase of $500,000 for prioritized structural repairs to extend the life of the Vail Village and Lionshead parking structures, as presented to council in the Parking Structural Assessment at the February 4th meeting. • An increase of $234,468 for the purchase of Employee Rental Units as a true-up to the final negotiated costs for units that went under contract during 2024. Initially, the Homestake Vail unit was going to be purchased and sold back to the community. However, it was later decided that this unit was a better fit as a town of Vail employee unit, decreasing the budget funds available for the Hamlet #3 unit, which closed in January 2025. • A $170.0K increase in the placeholder for an updated Human Resources/Enterprise Information System to accommodate the inclusion of payroll, timekeeping, and performance management, learning, and possible recruitment. The original budget only considered a benefits management system previously managed manually with spreadsheets. After a preliminary review of the solutions and an evaluation of our current system processes, staff is requesting additional funds for the full HRIS system to manage the full employee lifecycle. This will enhance the employee experience by providing self-service options, automate data entry and updates across HR and Finance functions, and reduce errors and administrative burden. It will also ensure compliance with record keeping, labor laws, and tax laws. The total amount of the requested placeholder is $290.0K for implementation and one year of SAAS costs. Once the new system is operational, there will be an estimated offset in expenditures of approximately $75,000 annually. • $49,900 for the implementation of a software to track the Town’s progress on the Council Strategic Plan. This is offset by savings in strategic plan projects in the General Fund for 2024. This includes a one-time setup fee of $21,875 and an annual licensing fee of $28,025. • $47,000 to install bullet-resistant glass to the Police Department administrative area for security enhancements. • $45,074 for the outfit the final two Police Department fleet expansion vehicles. Due to cost escalations during the three-year period in which these vehicles were being acquired, there was not a sufficient balance remaining in the 2024 budget to reappropriate towards these costs. • $40,000 for replacement of the Level 4 Parking Entry Equipment at the Red Sandstone Structure. This equipment is approximately 3-years old and is unable to be repaired. • $36,000 for the monthly platform licensing and hosting fee for the new UbiPark parking software which was implemented during the Fall of 2024. 490 - 7 - • $32,248 for the replacement of siding on the West Side of the Children’s Garden of Learning needed due to sun warping damage. This is offset by savings in the final costs for the CGOL facility relocation in the 2024 amended budget. • $27,082 to repair the drain lines in the Seibert Fountain equipment vault needed due to freeze damage. This is offset by savings in a placeholder for pump replacement in 2024 that was not needed. • $17,300 for the implementation of an artificial intelligence-assisted software to assist in more detailed and accurate reporting of parking data. This includes a one-time setup fee of $6,600 and an annual licensing fee of $10,700. All of the above adjustments will result in an estimated fund balance of $4.2 million by the end of 2025. Real Estate Transfer Tax (RETT) Fund Budgeted revenues will be adjusted by an increase of $339,084. The majority of this or $291,192 is for revenue reimbursements and grants originally budgeted and awarded in prior years but delayed due to project timing. These revenues will be directly offset by re- appropriated project expenditures. This includes: • $205,309 for the contribution from the Eagle River Water and Sanitation District towards the Dowd Junction Stabilization project. • A $75,000 contribution from the Evergreen Development towards the Middle Creek on TOV-owned land as required by the development process • $10,883 for the bear education grant from Colorado Parks and Wildlife The remaining $24,382 increase in revenue is related to the following adjustments: • $14,382 adjustment to the Golf Course lease revenue budget with the Vail Recreation District (VRD) to agree to the lease agreement. These funds are offset by an equal increase in expenditures toward the Recreation Enhancement Fund, which is built-up over time and utilized towards enhancements to TOV properties managed by the VRD. An additional increase to expenditures of $16,134 is included for revenue collected above the 2024 budgeted amount. • $10,000 in donations from the Kosloff and Winmax Foundations towards the Winterfest program, which is offset by an equal increase to expenditures for the Winterfest program. Staff is requesting to supplement expenditures by a total of $7,885,731 of which $7,446,894 represents projects budgeted in 2024 but not yet completed such as the TOV contribution to the replacement of Athletic Field restroom and concession building ($1.0M), the construction of the Ford Park Art Space ($963.4K), the continuing rehabilitation of the Pedestrian Overpass over I70 and other pedestrian bridge repairs ($703.3K), the TOV contribution to the Gymnastics Center HVAC replacement ($691.2K), the replacement of the Ford Park turf field with a synthetic alternative ($472.0K), and the ongoing re-stabilization of the Dowd Junction retaining wall and bike path ($453.8K). Please see the Real Estate Transfer Tax fund statement for a full list of all re-appropriations. New requests/adjustments include the following: • $107,500 in increases to the annual parks department budget, including $56,000 to support the increased frequency of cleaning of restrooms and port-a-lets implemented last year and $51,500 for the increased water rates implemented by ERWSD during 2024 and again in 2025. 491 - 8 - • Staff is requesting to utilize $146,224 of 2024 savings in the Parks Maintenance Budget towards a rebuild of a 1250’ section of the North Recreation Trail and Red Sandstone Road and the Pedestrian Overpass. • Utilization of $100,000 in funds originally budgeted in 2024 for a I-70 wildlife passage study with CDOT towards general habitat improvement initiatives such as booth creek weed control and revegetation/fuels work. • Staff is requesting to utilize $40,000 in savings from the water quality infrastructure installation placeholder toward storm-water related improvements at the East Vail Interchange. In combination with the re-appropriation of unspent 2024 funds, the total proposed budget in 2025 for the East Vail Interchange project $190,453. • $25,000 for an increase in contract scope for the Golf Course water quality study and vegetative plan to include the contractor’s participation in stakeholder engagement session for the Town Council, the Public, and the Vail Recreation District. This project is being partially funded by a $30,000 reimbursement from the Vail Recreation District. • $2,000 in additional funds for the Sole Power App Development for a fee to develop the connection between the App and the Town’s cloud servers. The above adjustments will result in an estimated fund balance of $6.5 million at the end of 2025. Housing Fund Budgeted revenue will increase by $900,400 for the following items: • Re-appropriate $625,000 for the sale of the Pitkin Creek Park #3B unit purchased by the town in 2024. This unit will be resold to the community with a “buy-down” as a deed restricted unit. • $275,400 for the buyout of the deed restriction at 363 Beaver Dam Circle. This was approved by council at the February 4th meeting. Staff is also requesting to supplement budgeted expenditures by $18,852,166, all of which represents re-appropriations for the town’s housing programs. This includes: • $10,541,295 for the transfer to the Timber Ridge fund for site and podium costs. Of this amount, $10.2M was originally budgeted as a transfer from the General Fund, but will now be paid from the Housing Fund to utilize the most restrictive funds first. Additionally, staff has increased the transfer and Timber Ridge budget by $710K to true up the total budget to the development agreement. • $2,885,645 in funds for the Vail InDEED program. The 2024 amended budget is proposed to include a total of $4,385,645 for the InDEED program. • $2,398,502 placeholder for the acquisition of the East Vail CDOT parcel, and $17,900 for the 1’ parcel which borders it. These purchased were finalized earlier this year. • A $1,500,000 placeholder to ensure funds are available for future housing purchase opportunities. $150,904 of this amount represents funds built-up through the collection of the housing fee in-lieu. Please see the Housing Tax Fund statement for a full list of all re-appropriations. The above adjustments will utilize all remaining funds balance in the housing fund. 492 - 9 - Internal Employee Housing Rental Fund Budgeted revenue will increase by $64,416 for rental revenue from the newly purchased East Vail Lodging #35 and Hamlet #3 units. This is offset by an increase in expenditures of $49,718; $36,835 for operational costs such as utilities and condo dues, and $12,833 for the administrative fee to the general fund for these units. Budgeted revenue will also increase by $52,631 for a transfer from the Capital Projects Fund funding an equal increase to Capital Maintenance expenditures for ongoing improvements to older employee housing units purchased during the past few years, including window replacements at Buffehr Creek #4A and #6. The above adjustments will result in an estimated fund balance of $23.3K at the end of 2025. Dispatch Services Fund Budgeted expenditures are requested to increase by $1,186,486. The majority of this amount, $797,110, represents re-appropriation of ongoing capital projects. This includes the following: • $700,000 for the replacement of the Records Management System (RMS) • $97,110 for the Mobile Responder Command and Control tool The remaining increase in expenditures of $389,376 are for new requests and include the following: • $264,376 for the implementation of staffing initiatives designed to increase retention and reduce position vacancies. The funding for these initiatives was approved by the participating agencies but was not included in the original 2025 budget due to the timing of the planning for implementation. • $75,000 for an organizational structure assessment of the Dispatch Communications Center to identify the factors impacting a long-term sustainable operational model. This assessment would focus on an organizational assessment, staffing analysis, and technology and resource assessments. This request is supported by participating agencies. • $50,000 increase in the cost of the Records Management System replacement as a contingency placeholder for additional costs to migrate data to the new system. The above adjustments will result in an estimated fund balance of $1,831,600 at the end of 2025. Heavy Equipment Fund Budgeted expenditures are proposed to increase by $1,481,511. The majority of the increase in expenditures, $1,350,715 is requested for vehicle replacements originally budgeted in 2024. Most vehicles budgeted for have been ordered and are awaiting delivery. The remaining increase in requested expenditures are for the following items: • $31,000 for an increase in the cost of the 5-year warranty and cloud plan contract on the electric bus charging stations based on an up-to-date quote recently received. The total cost is $130,870. • $30,000 re-appropriation of the electric bus charging station operational training costs from 2024. These costs may be covered by federal FTA 5339(B) funding awarded to the Town. Due to uncertainty around the collectability of funding due to Federal funding 493 - 10 - freezes, and in accordance with a conservative budget philosophy, the corresponding revenues have not been re-appropriated in the budget. The above adjustments will result in an estimated fund balance of $415.1K at the end of 2025. Timber Ridge Fund The Timber Ridge Fund reflects the reappropriation of $10,770,528 for the final portion of the town's contribution towards the Timber Ridge Redevelopment. The budget has been increased by $710K to true the budget up to the development agreement. This is directly offset by a $10,541,295 transfer from the Housing Fund and $229,233 transfer from the General Fund. This transfers amounts have been adjusted to utilize the more restrictive Housing funds first. The above adjustments will result in an estimated remaining fund balance of $2.1M at the end of 2025.These funds will go towards paying off the original loan to the capital projects fund. 494 Preliminary Proposed 2024 2024 Under 2025 1st 2025 Amended Actuals (Over)Budget Supplemental Amended Notes Revenue Local Taxes:40,850,000$ 42,198,819$ 1,348,819$ 42,064,000$ 42,064,000$ Sales Tax Split b/t Gen'l Fund & Capital Fund 62/38 59/41 62/38 62/38 Sales Tax 25,327,000 25,327,000 - 26,280,000 26,280,000 Property and Ownership 8,445,000 8,104,077 (340,923) 8,083,644 8,083,644 Ski Lift Tax 7,014,135 6,745,551 (268,584) 6,915,427 6,915,427 Franchise Fees, Penalties, and Other Taxes 1,901,156 1,913,386 12,230 1,971,710 1,971,710 Licenses & Permits 3,460,206 3,579,209 119,003 3,216,565 3,216,565 Intergovernmental Revenue 4,381,599 3,886,505 (695,094) 3,575,621 (4,820) 3,570,801 Roll forward unused portion of 2024 grants and agreements: State DOLA Capacity Grant ($207.3K); State High Visibility Enforcement ($24.0K); Remove FTA 5311 operational transit grant due to uncertainty of funding ($236.2K) Transportation Centers 8,953,976 9,394,536 440,560 8,992,252 2,173,244 11,165,496 Increase parking revenue based on YTD sales ($131.6K); Increase EV charging station revenue for new pricing model ($44.0K); Summer Paid Parking revenue ($2.0M) Charges for Services 1,151,229 1,349,856 198,627 1,486,377 12,883 1,499,260 Increased IEHRF Admin Fee for new units ($12.9K) Fines & Forfeitures 204,116 498,503 294,387 219,116 219,116 Earnings on Investments 4,620,303 4,500,699 (119,604) 635,896 635,896 Rental Revenue 1,789,266 1,983,951 194,685 740,387 740,387 Miscellaneous and Project Reimbursements 256,700 354,553 97,853 216,000 216,000 Total Revenue 67,504,687 67,637,827 (66,859) 62,332,995 2,181,307 64,514,302 Expenditures Salaries 28,677,716 27,427,142 1,250,574 30,495,338 392,198 30,887,536 PD HVE Enforcement grant costs ($24.0K); Summer parking adjustments for parking sales and parking technician positions, and parking/code enforcement positions ($59.6K); Bus driver conversion of four positions to full-time from seasonal in association with paid summer parking ($308.5K) Benefits 9,279,920 9,276,419 3,501 9,565,532 150,451 9,715,983 Summer parking adjustments for parking sales, parking technician, and parking/code enforcement positions ($18.2K); Bus driver conversion of four positions to full-time from seasonal in association with paid summer parking ($132.2K) Subtotal Compensation and Benefits 37,957,636 36,703,562 1,254,074 40,060,870 542,649 40,603,519 Contributions and Welcome Centers 307,200 281,207 25,993 360,551 360,551 Childcare Program Funding 250,000 273,731 (23,731) 551,000 551,000 All Other Operating Expenses 13,946,226 11,931,360 2,014,866 13,219,704 788,624 14,008,328 Donovan & Grand View management fees, commissions, and TOV in-kind usage fees ($290.0K); Re-appropriate DOLA capacity grant initiatives ($259.1K); Surveying for STR ballot question ($24.9K); PD small equipment replacements for traffic enforcement ($21.0K); Nearmap subcription with ERWSD ($4.0K); Shift recognition of parking equipment R&M to CPF for accounting consistency (-$50.0K); Naming Rights and Sponsorship Consulting Fees ($79.0K); Summer paid parking public communications plan ($25.0K); Credit card fees for summer paid parking ($135.6K) Heavy Equipment Operating Charges 3,361,626 2,918,585 443,041 3,530,452 69,796 3,600,248 Increased bus operational charges for increased summer service in association with paid summer parking ($69.8K) Heavy Equipment Replacement Charges 1,200,050 1,334,717 (134,667) 1,340,867 1,340,867 Dispatch Services 691,448 691,448 - 827,331 827,331 Total Expenditures 57,714,186 54,134,609 3,579,577 59,890,775 1,401,069 61,291,844 Surplus (Deficit) from Operations 9,790,501 13,503,219 3,712,718 2,442,220 780,238 3,222,458 TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE GENERAL FUND 495 Preliminary Proposed 2024 2024 Under 2025 1st 2025 Amended Actuals (Over)Budget Supplemental Amended Notes TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE GENERAL FUND One-Time Items: Planning Projects Transit Route & Operations Planning (90,000) (70,320) 19,680 - (19,680) (19,680) Re-appropriate ongoing planning ($13.7K) VLMD Transfer for Destination Stewardship Mgmt. Plan 200,000 - (200,000) - - Destination Stewardship Mgmt. Plan (227,315) (43,209) 184,106 - (160,596) (160,596) Re-appropriate funds for ongoing GHG Inventory and roadmap projects ($160.6K); Reduced for transfer to RETT for initatives ($23.5K) Civic Area Master Plan (323,029) (244,257) 78,772 (150,000) (78,772) (228,772) West Vail Master Plan - - - (150,000) (150,000) West Lionshead Master Plan (150,000) (20,000) 130,000 - (130,000) (130,000) Neighborhood Drainage Master Plan - - - (350,000) (350,000) Contingency - - - (50,000) (50,000) Contributions Funded with Reserves ECO Trail- Eagle Valley Trail Contribution (Minturn)(100,000) (100,000) - - - Net Increase /(Decrease) due to One- Time Items: (690,344) (477,786) 212,558 (700,000) (389,048) (1,089,048) Transfer (to)/from Marketing & Special Events Fund (2,600,000) (1,718,951) 881,049 - - Transfer (to)/from VLMD for Special Events - - - (2,522,299) (2,522,299) RETT repayment for Booth Heights Legal Fees 650,856 945,247 294,391 - - Transfer from RETT (Other)13,500 13,500 - - - Transfer (to) RETT (Other)(2,880) (2,880) - - (23,510) (23,510) Transfer to RETT for GHG Modeling implementation step of Destiantion Stewardship Plan ($23.5K) Transfer (to)/from Other Funds (Other)(301,629) (301,629) - - - Timber Ridge Transfer to TR for Site and Podium (30,522,340) (20,115,596) 10,406,744 - (229,233) (229,233) Adjust Transfer to utilize most restrictive funds first Middle Creek Redevelopment (Transfer to HF)- - - (1,000,000) 1,000,000 - Adjust Transfer to utilize CPF Parking Capital Reserve Contribution - - - (5,000,000) (1,230,000) (6,230,000) Increased for estimated summer parking revenue in excess of expenditures Surplus (Deficit) Net of Transfers and One-Time Items (23,662,336) (8,154,876) (6,780,079) (6,780,079) Beginning Fund Balance 61,440,888 61,440,888 53,286,012 53,286,012 Ending Fund Balance 37,778,552$ 53,286,012$ 46,505,933$ 46,505,933$ As % of Annual Revenues 56%79%75%72% 496 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended Revenue Total Sales Tax Revenue:40,850,000$ 42,198,819$ 1,348,819$ 42,064,000$ 42,064,000$ Sales Tax Split between General Fund & Capital Fund 62/38 62/38 Sales tax split 62/38 Sales Tax - Capital Projects Fund 15,523,000$ 17,288,012$ 1,765,012$ 15,984,000$ 15,984,000$ Use Tax 3,118,670 3,073,318 (45,352) 2,502,000 2,502,000 2026 - 2029: 2% Increase Franchise Fee 1,126,672 3,280 (1,123,392) - 1,123,392 1,123,392 2025: Roll forward utilization of 1% Franchise Fee for Holy Cross underground utilities project ($1.1M) 2024: Utilize 1% Franchise Fee for Holy Cross underground utilities project; Federal Grant Revenue 3,825,482 3,895,668 70,186 - - 2024: Re-appropriate Hickenlooper/Bennet Federal grant award for two electric buses ($1.65M); and 5339 (B) Federal Grant towards two electric buses ($1.8M); Additional bus charger grants ($360.6K) Other State Revenue 3,600,276 217,242 (3,383,034) - 1,246,043 1,246,043 2025: Roll forward unused MMOF Grant towards Mobility Hub Design ($750.0K); CO Energy Office Geothermal Design Grant ($250.0K); MMOF Grant toward Bollards ($92.0K); CDOT Grant towards 3 electric bus chargers ($154.1K) 2024: MMOF grant towards Mobility Hub Design ($750K); Re-appropriate CDOT grant towards four electric buses ($2.0M), CDOT grant towards four electric bus chargers ($255.7K), remaining MMOF Grant for l&d and bollards($164.4K), fleet charging station grant ($30K); Colorado Energy Office grant towards the design of Geothermal Energy project ($250K); Lease Revenue 172,270 168,826 (3,444) 172,270 172,270 Per Vail Commons commercial (incr. every 5 years); Project Reimbursement 774,437 39,182 (735,255) - 774,437 774,437 2025: Reappropriate use of HCE Funds for Underground Utility Project with Holy Cross 2024: Utilize Holy Cross Enhancement Fund for HCE Underground Utility Project; Total balance $774,437 Timber Ridge Loan repayment 468,933 462,955 (5,978) 462,909 462,909 TR Annual Loan payment Earnings on Investments and Other 1,955,105 2,039,606 84,501 861,957 861,957 2025: 3% return assumed Total Revenue 30,564,845 27,188,088 (3,376,757) 19,983,136 3,143,872 - 23,127,008 Expenditures Facilities Facilities Capital Maintenance 970,187 421,585 548,602 430,000 430,000 2025 includes: Fire Station Furniture Replacement ($50K), Fire Station II Overhead garage doors ($20K), Library Boiler Replacement ($40K), Library Furniture Replacement ($50K) 2024 includes: PW 30% roof replacement ($75K), Buzzard Park repairs ($75K), Buzzard Park roof repairs ($50K), transit office windows and doors ($25K), PW overhead garage door ($50K), PW carpet replacement ($50K); Additional funds for Transit Office Air Handler Engineering and Library Air Handler Engineering using 2023 savings from Municipal Complex Maintenance ($473.5K); Municipal Complex Maintenance 1,385,000 1,537,814 (152,814) 260,000 395,788 47,000 702,788 2025 includes: Police Department Roof ($150K), Police Department Boilers Maintenance ($50K); Reappropriate facility maintenance funds towards ongoing projects, including Discover Vail office move and Muni Building furniture replacements ($395.8K); PD Admin Area Security Enhancements ($47.0K); 2024: Various Municipal capital improvements, including Muni HVAC Replacement ($1.0M) Building Energy Enhancement Projects 50,000 - 50,000 25,000 50,000 75,000 2025: Re-appropriate unspent placeholder funds towards efficiency enhancements in Town building, pending results of 2024 Energy Audit ($50.0K) 2024: Placeholder for energy enhancements specific to Town buildings TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental 497 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Public Works Building Maintenance 180,000 - 180,000 - - 2024:PW Admin exterior building paint, furnace relocation, and window replacement ($180K) Public Works Specialty Equipment - - - 30,000 30,000 2025: Purchase of Sign Shop Printer ($30.0K) Welcome Center/Grandview Capital Maintenance 121,778 - 121,778 25,000 25,000 2025: Placeholder for annual capital maintenance 2024: $121.8K Furniture Upgrades Purchase of Employee Rental Units 5,224,136 3,412,431 1,811,705 - 1,811,705 234,936 2,046,641 2025: Re-appropriate funds towards purchase of Hamlet Townhome Unit #3 ($1.8M); New funding as true-up for Hamlet #3 unit due to final commission negotiations and discrepancy during staff turnover ($234.9K); All Future purchases of employee units will be reflected in the Internal Housing Fund 2024: Purchase of TOV employee housing stock ($1.2M); Purchase of Hamlet Townhome Unit 3 ($2.0M) Employee Rental Capital Maintenance 280,000 227,369 52,631 - - 2025: Capital Maintenance of Town-Owned Rental Units will be reflected in newly proposed Internal Employee Housing Fund 2024: Window replacement Buffehr Creek #6A and #4A ($47.2K) and roof replacement at the Hamlet unit ($72.8K) Geothermal Energy System 400,000 5,104 394,896 1,500,000 343,096 1,843,096 2025: Placeholders for geothermal component of snowmelt boiler replacement ($1.5M) 2025: Re-appropriate design funds for Geothermal Energy District ($394.9K); Reduce budget by $51.8K for Art Studio budget increase to connect to existing Geothermal Well in RETT fund ($51.8K) 2024: Utilize placeholder for efficient snowmelt boiler replacements towards the Geothermal Project design, planning, and construction ($150.0K); $250.0K additional design funds offset by grant from Colorado Energy Office Snowmelt Boilers Replacement 1,961,634 66,040 1,895,594 - 1,895,594 1,895,594 2025: Re-appropriate funds as placeholder for boiler replacements that may be necessary depending on geothermal design outcomes and timeline ($1.8M); Boilers are reaching end of life Arrabelle Snowmelt Boilers 190,000 - 190,000 - 190,000 190,000 2025: Re-appropriate funds towards Arabelle Boiler Replacement - Shared cost managed by Vail Resorts ($190.0K) 2024: Arabelle Boiler Replacement - Shared cost with Vail Resorts ($190.0K) Donovan Pavilion Remodel 50,000 - 50,000 59,500 50,000 109,500 2025: Main Floor refinishing/resealing ($35.0K); Walk-behind floor buffer/sweeper ($10.0K); Furniture Replacements ($14.5K); Re-appropriate 2024 placeholder as capital maint contingency ($50.0K) 2024:Capital Maintenance Placeholders ($50K) Mountain Plaza Elevator Renovation - - - 100,000 100,000 2025: Placeholder for Mountain plaza elevator renovation (shared cost with Vail Resorts) Vail Mobility Hub Expansion 1,500,000 - 1,500,000 - 1,500,000 1,500,000 2025: Re-appropriate funds for design of Vail Mobility Hub Expansion, offset by $750K MMOF match grant included in state reimbursements above ($1.5M) 2024: Design for Vail Mobility Hub (VTRC) Expansion offset by $750K MMOF match grant included in state reimbursements above 498 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Fire Sprinkler Upgrades at Bus Barn 600,000 - 600,000 - 600,000 180,000 780,000 2025: Reappropriate funds towards Bus Barn fire sprinkler upgrades; Project is still in engineering phase ($600.0K); Utilize 2024 savings in routine PW Shops maintenance towards increase in estaimted cost of Bus Barn fire sprinkler upgrades, pending design outcomes ($180.0K) 2024: Update Fire Sprinkler system in bus barn to accommodate needs of expanded electric bus fleet ($500k); Re-appropriate design funds for sprinkler system updates ($100K) Public Works Shops Expansion 114,543 96,485 18,058 - 18,058 18,058 2025: Re-appropriate funds towards architectural feasibility and planning for identified phase two expansion opportunities ($18.0K) 2024: Architectural feasibility and planning for identified phase two expansion opportunities ($114.5K) Total Facilities 13,027,278 5,766,827 7,260,451 2,429,500 6,854,241 461,936 9,745,677 Parking Parking Structures 940,000 222,423 717,577 1,697,000 717,577 500,000 2,914,577 2025: Placeholder for beautification at Vail Transit Center ($200.0K); Re-appropriate funds towards priority structural repairs/rehab as identified in the study ($717.6K); Additional funding towards priority structural repairs/rehab as identified in the study ($500.0K) 2024/2025: Various repairs including deck topping replacement, expansion joint repairs, ventilation, HVAC, plumbing and other structural repairs Parking Entry System / Equipment 404,337 116,124 288,213 - 338,214 15,000 353,214 2025: Re-appropriate funds for remaining parking system replacement costs, including subscription recognized over 5-years ($233.2K); Re-appropriate ongoing parking replacement equipment purchases for damaged items ($55.0K); Shift parking maintenance budget from GF for accounting consistency ($50.0K); Parking pass system buildout for summer passes ($15.0K) 2024: Re-appropriate $114.8K for remaining parking system replacement costs Red Sandstone Parking Structure 70,000 - 70,000 - 40,000 40,000 2025: Request for Level 4 parking entry equipment that needs replacement ($40.0K) 2024: $70K structure resealing Total Parking 1,414,337 338,547 1,075,790 1,697,000 1,055,791 555,000 3,307,791 Transportation Bus Shelters 232,583 226,218 6,365 50,000 50,000 2025: Annual Bus Shelter Maintenance ($30.0K); Add Solar Lighting at Existing Shelters ($20.0K) 2024: Construction of Additional Shelters ($202.6K) Timber Ridge Transit Stop 1,908,277 - 1,908,277 - 1,908,277 1,908,277 2025: Re-appropriate construction of a transit stop at the new Timber Ridge housing development ($1.9M) 2024: Construction of a transit stop at the new Timber Ridge housing development, offset by a decrease in expenditures in the Timber Ridge fund ($1.9M) Replace Buses 7,850,000 5,710,950 2,139,050 - 2,139,050 2,139,050 2025: Re-appropriate $2.1M for two electric buses which are still awaiting delivery (May be offset by $1.6M of potential federal grant funding) 2024: $7.9M funds for six bus replacements with electric models Bus Wash Equipment 650,000 588,270 61,730 - - 2024: $650K Bus wash replacement Bus Sign Replacement 15,025 - 15,025 - - 2024: Electric bus signage replacement project ($15.0K) Traffic Impact Fee and Transportation Master Plan Updates 33,943 26,490 7,453 - - 2024: Finalize and adopt Go Vail 2045 ($33.9K) Hybrid / Electric Bus Battery Replacement 165,000 - 165,000 - - 2024: Battery Replacement Placeholder ($165.0K) 499 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Electric bus chargers and electrical service rebuild 993,783 724,992 268,791 - 268,791 268,791 2025: Reappropriate funds as contingency placeholder to move or adjust chargers based on outcomes of Bus Barn fire sprinkler engineering if deemed necessary ($268.8K) 2024: $725.0K New charging stations and infrastructure for buses at PW Car Share Program Infrastructure - - - 117,675 117,675 2025: Purchase of two vehicles ($100K) for car share program; upgrades to Electric Chargers ($17.7K) for implementation of Car Share program Total Transportation 11,848,611 7,276,920 4,571,691 167,675 4,316,118 - 4,483,793 Road and Bridges Capital Street Maintenance 1,640,000 1,552,187 87,813 1,660,000 1,660,000 2025 includes Asphalt Mill & Overlay ($700K), Surface Seal ($215K), Drainage Improvement ($110K), Streetscape Repair ($82K) 2024 includes surface seal ($310K); asphalt mill overlay ($550K); Drainage Improvement ($105k) Residential Traffic Calming - - - 35,000 35,000 2025: Residential Traffic Calming - Photo Radar Pilot ($35.0K) Street Light Improvements 440,000 - 440,000 75,000 440,000 515,000 2025: Annual Town-Wide street light replacement ($75K); 2025: Re-appropriate funds towards neighborhood street light replacements scheduled for this year ($440.0K) Slifer Plaza/ Fountain/Storm Sewer 70,714 - 70,714 - - 2024:$70.7k towards water quality smell issues at Slifer Plaza not completed in 2023 Vail Health / TOV Frontage Road improvements 235,317 - 235,317 - - 2024: Re-appropriate funds for the remaining project: widen sidewalk at Vail International ($235.3K) Neighborhood Bridge Repair 1,085,599 677,563 408,036 - 408,036 408,036 2025: Re-appropriate ongoing bridge scour mitigation project at Chamonix Rd ($408.0K) 2024: Complete on going projects at Nugget Ln, Lupine Dr, Bighorn Rd at Pitkin and Bighorn Creeks, as well as scour mitigation at Main Gore Dr and Chamonix Rd ($1.1M) Seibert Fountain Improvements 27,082 - 27,082 - 27,082 27,082 2024: Re-appropriate funds for circulation pump replacement ($27.1K); 2025: Utilize 2024 savings from circulation pump replacement not implemented towards repairs to the drain lines in the equipment vault to prevent flooding ($27.1K) Roundabout Lighting Project 1,236,697 747,758 488,939 - 488,939 488,939 2025: Re-appropriate funds to complete lighting project at Town Center ($488.9K) 2024: Re-appropriate funds to complete lighting project at Town Center ($1.2M) Neighborhood Road Reconstruction 1,588,809 35,115 1,553,694 - 1,553,694 1,553,694 2024/2025: Re-appropriate funds towards delayed Meadow Dr culvert lining, Black Gore Dr culver replacements, and Meadow Dr/Meadow Ln drainage improvements design ($1.6M) South Frontage Road Pedestrian Improvements - - - 250,000 250,000 2025: Design of pedestrian improvements on the South Frontage Road (paved bike lanes/shoulders, sidewalk sections) between W LH Circle and E LH Circle, and Donovan to Westhaven Vail Village Streetscape/Snowmelt Repair 2,933,961 330,948 2,603,013 - 900,000 900,000 2025: Re-appropriate funds towards Vail Village snowmelt repairs with a reduced scope ($900.0K) 2024: Replacement and Repairs of 18 yr. old streetscape and snowmelt infrastructure (piping) in Vail Village; Re-appropriate funds for ongoing Vail Village Streetscape/Snowmelt repair ($2.6M) Lionshead Streetscape/Snowmelt Replacement (VRA)250,000 70,901 179,099 - 50,000 50,000 2024/2025: Re-appropriate funds as contingency for snowmelt repairs ($50.0K) Total Road and Bridge 9,508,179 3,414,472 6,093,707 2,020,000 3,840,669 27,082 5,887,751 500 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Technology Town-wide camera system 30,000 - 30,000 50,000 30,000 80,000 2024/2025: Annual maintenance; 2025: Utilize 2024 savings in routine camera maintenance towards placeholder for installation of cameras at Bollard locations ($30.0K) Audio-Visual capital maintenance 150,000 156,391 (6,391) 100,000 100,000 2025: Update of A/V systems in Council Chambers, Grandview/Library/Community room/Donovan A/V systems; Replacement cycle every 3-5 years ($100K) Cybersecurity 125,000 89,303 35,697 140,000 140,000 Annual Investment in cybersecurity, to keeps up with the ongoing changes that are required to maintain a safe and secure computing environment Software Licensing 865,000 816,031 48,969 959,135 36,000 995,135 Annual software licensing and support for town wide systems (3% Annual Increase); 2025: UbiPark annual fees - implemented Fall 2024 ($36.0K) Hardware Purchases 75,000 74,146 854 90,000 90,000 2024/2025: Workstation replacements (20-25 per year) Website and e-commerce 70,000 67,955 2,045 75,000 75,000 2024/2025: Annual website maintenance (3% Annual Increase) Fiber Optics / Cabling Systems in Buildings 795,626 75,677 719,949 50,000 719,949 769,949 2025: Repair, maintain & upgrade cabling/network Infrastructure ($50K); 2025: Reappropriate funds towards ongoing design of redundant Fiber Optic paths in the Town ($719.9K) Network upgrades 150,000 81,424 68,576 150,000 150,000 2024/2025: Computer network systems - replacement cycle every 3-5 years ($150K) Data Center (Computer Rooms)150,000 150,000 150,000 150,000 2024/2025: Annual data center maintenance ($150K) Data Center equipment replacement 1,750,000 1,867,070 (117,070) - - 2024: Replacement of data center main stacks ($1.75M) Broadband (THOR)110,000 107,658 2,342 115,000 115,000 2024/2025: Annual Broadband Expenses (3% Annual Increase) Business Systems Replacement 90,000 71,969 18,031 185,000 18,031 237,200 440,231 2025: Placeholder for Human Resources/Enterprise Information System ($120.0K); Employee Housing Unit compliance software ($35.0K); Re-appropriate funds for ongoing Budget Software Implementation ($18.0K); Strategic Planning Milestone tracking software ($49.9K); Parking data reporting software ($17.3K); $150.0K increase in HR/Enterprise IS system to include replacement of the payroll system 2024: Re-appropriate funds for HR performance management system ($17.5K) and budget software ($40K); Budget software price increase funded with 2023 savings from other business systems ($32.5K); 2025/2027/2029: Placeholder for Parking System Upgrades/Enhancements (Every other year) ($30.0K) Total Technology 4,360,626 3,407,623 953,003 2,064,135 737,980 303,200 3,105,315 501 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Public Safety Public Safety IT Equipment 40,000 31,179 8,821 75,000 75,000 Annual Maint/Replacement of PD IT Equipment including patrol car and fire truck laptops and software used to push information to TOV and other agencies; TOV portion of annual Intergraph software maintenance Public Safety Equipment 229,204 228,604 600 241,387 241,387 2025: Purchase of Skydio X10 Drones ($48.4K); 2025: Annual Axon Body-Worn Camera Equipment Annual Cost ($125.6K); Flock LPR Equipment Annual Cost ($15.0K); Drones software & warranty annual costs ($12.6K) 2024: Acquisition of two police K9s ($41.0K) and associated vehicle modifications ($7.4k); Axon contracting error ($40.2K) Terradyne Public Safety Vehicle 145,000 - 145,000 - 145,000 145,000 2025: Re-appropriate TOV contribution for vehicle awaiting delivery ($145.0K) 2024: $145,000 for the Town of Vail contribution towards the acquisition of a terradyne armored vehicle by the Eagle County Special Operations Unit (Maintenance cost to be funded by the Town of Avon) - Shared cost with Eagle County, Town of Avon, and Town of Eagle Fire Safety Equipment 5,296 5,295 1 45,000 45,000 2025: Knox Box System Replacement/Upgrade ($45.0K): Drone Expansion ($16.0K); Extrication Equipment ($35.0K) Event Equipment 73,007 74,659 (1,652) - - 2024:Santa's Village ($75.0K); Radio Equipment replacement/expansion - - - 1,020,000 1,020,000 2025: Replacements of radios for PW, PD and Fire (approximately every 5 years) ($1.0M) Fire Truck Replacement 1,723,309 1,654,024 69,285 - 69,285 69,285 2025: Re-appropriate remaining funds for Enforcer Aerial Ladder Truck Upfitting ($70.1K) 2024: Remaining costs for Type 3 Engine Upfitting ($19.2K), Aerial Apparatus Upfitting ($760.4K); Re-appropriate Enforcer Aerial Ladder Truck received in 2024 ($936.3K) Total Public Safety 2,215,816 1,993,762 222,054 1,381,387 214,285 - 1,595,672 Community and Guest Service Children's Garden of Learning Temporary Facility Relocation 32,248 - 32,248 - - 2024: Replacement and repairs of gutters and heat tape ($32.2K) Children's Garden of Learning Capital Maintenance - - - - 32,248 32,248 2025: West Side Siding replacement due to warping from weather exposure utilizing 2024 savings in gutter/heat tape replacement ($32.2K) Loading and Delivery Capital 126,815 124,885 1,930 - - 2024 includes 3 club car purchases, in addition to the four purchased in 2023 Energy Enhancements 114,130 51,258 62,872 130,000 62,872 192,872 2024: Re-appropriate funds for Public Works Shop EV Chargers and electrical service upgrade ($61.6K); 2025: Utilize 2024 savings in new charger installations towards upgrading existing Level 2 Wiring and addition of Tesla chargers to Level 3 stations in Lionshead Parking Structure ($62.9K) 2024-2029: Installation of EV stations to meet increased demand. There is potential for grants to offset the initial capital cost of the equipment and installation Pedestrian Safety Enhancements 366,213 - 366,213 200,000 366,213 566,213 2025: Design of Pedestrian improvements through Main Vail Underpass ($200.0K); Re- appropriate funds towards RFP Crossing near Safeway to be constructed this year ($366.2K) 2024: $16K for lighting crossing at Safeway; $350K Construction of RRFB Pedestrian Crossing at Safeway 502 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Bollard Installation Project 483,536 93,789 389,747 - 389,747 389,747 2025: Re-appropriate ongoing bollard installation project partially offset by MMOF Grant funding ($389.7K) 2024: Installation of retractable and standard bollards at Ford Park ($650K) offset by $250K MMOF Grant; Re-appropriate funds for ongoing bollard installation project less $45K in funds shifted to loading and delivery project ($483.5K) Underground Utility improvements 4,187,838 6,280 4,181,558 - 4,181,558 4,181,558 2025: Re-appropriate underground HCE from Main Vail to East Vail in conjunction with fiber conduit scheduled to begin in 2025 ($4.2M) 2024: Underground HCE from Main Vail to East Vail in conjunction with fiber conduit ($1.7M) offset by reimbursement above; Re-appropriate unspent 2023 funds towards project ($2.5M) Guest Services Enhancements/Wayfinding 759,416 57,028 702,388 - 717,413 717,413 2025: Re-appropriate funds towards ongoing replacement of damaged signs ($6.9K); Utilize savings from electric bus signage project towards ongoing replacement of damaged signs ($15.0K); Re-appropriate ongoing installation of new signage to guide guests to available parking ($695.5K) 2024: Completion of wayfinding signs project ($759.4K) Electric Vehicle Pilot Program 78,615 66,500 12,115 - - 2024: Purchase of Ford F150 lightning for pilot testing ($78.6K) Vehicle Expansion 326,815 340,127 (13,312) 65,000 45,974 110,974 2025: Vehicle for Deputy Chief of Community Risk Reduction position (added in 2024); Upfitting of final two PD take-home expansion vehicles ($46.0K) 2024: 2 PD take-home vehicles, final stage of program implementation ($133K) Total Community and Guest Service 6,475,626 739,867 5,735,759 395,000 5,654,931 141,094 6,191,025 Total Expenditures 48,850,473 22,938,017 25,912,456 10,154,697 22,674,015 1,488,312 34,317,024 Dobson Financing Sources (Uses) Transfer from RETT - - - 762,546 (15,397) 747,149 Transfer Dobson maintenance budget from RETT 5 year plan; Reduce funds available for transfer used for repairs completed in 2024 ($15.4K) Transfer from Vail Reinvestment Authority 3,896,275 2,154,369 1,741,906 4,361,633 1,741,906 6,103,539 2024: Re-appropriate transfer from VRA for Dobson Redevelopment ($1.7M) Dobson Loan Proceeds (VRA)- - - 24,730,000 24,730,000 Assumed conservative financing approach with VRA loan (still to be determined) Dobson Redevelopment (3,896,275) (2,154,369) 1,741,906 (50,350,000) (1,741,906) (52,091,906) 2025: Estimated cost for Dobson redevelopment assumed to be funded by VRA loan proceeds (29.4M); VRD ($3.0M); RETT($762.5K); and CPF ($17.2M); Reappropriate funds towards ongoing Dobson Arena Redevelopment to begin construction in spring ($1.7M) Total Dobson Financing Sources (Uses)- - 3,483,812 (20,495,821) (15,397) - (20,511,218) Other Financing Sources (Uses) Debt Service Payment (1,158,592) (1,159,842) (1,250) (1,158,298) (1,158,298) PW Shops Debt Service Payment Transfer from Vail Reinvestment Authority 717,565 270,901 (446,664) - - 2024: Transfer for VRA projects, including: Frontage Road improvements from VVMC to LHTRC ($235.3K); CGL Temporary Facility Relocation ($32.2K); Lionshead Streetscape and Snowmelt Replacement ($3.9M); Lionshead Parking Structure Capital Maintenance ($200.0K) Transfer to Internal Employee Housing Fund - - - - (52,631) (52,631) Transfer to Internal Employee Housing Fund to offset purchase of Employee Rental Units; 2025: Transfer to IEHRF for incomplete remodel projects on new units from 2024, including Buffehr Creek Unit window replacements ($52.6K) 503 Changes since first reading Preliminary Variance Proposed 2024 2024 Favorable/2025 2025 Amended Actuals (Unfavorable)Budget Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND 1st Supplemental Transfer to Housing Fund (2,808,799) (2,808,799) - (2,500,000) (2,500,000) 2024: Repayment to Housing fund for Northtrail Unit D retained as a TOV Employee Housing unit ($308.8K); Annual $2.5M appropriation towards community housing projects (Transfer to Housing Fund) Transfer to Housing Fund (W. Middle Creek)- - - (9,000,000) (1,000,000) (10,000,000) Loan to HF for W. Middle Creek (Increase total to $10.0M Previously in GF) Transfer from Marketing Fund 73,007 68,652 (4,355) - - 2024: Transfer from Marketing Fund storage container ($6.0K); Transfer from the Marketing Fund for four additional house structures for the Kringle Krossing holiday village ($67.0K) Transfer from General Fund 48,363 48,295 - - 2024: Re-appropriate Transfer from Police Seizure Funds to cover K-9 acquisitions ($41K) and K9 Vehicle mods (7K) Total Other Financing Sources and Uses (3,128,456) (3,580,794) (452,269) (12,658,298) (1,052,631) - (13,710,929) Revenue Over (Under) Expenditures (21,414,084) 669,278 (26,257,670) (23,325,680) (20,598,171) (1,488,312) (45,412,163) Beginning Fund Balance 48,960,704 48,960,705 49,629,983 49,629,983 Ending Fund Balance 27,546,620 49,629,983 26,304,303 4,217,820 Fund Balance as a percentage of Sales Tax revenue 177%287%165%26%Minimum 25% of sales tax revenues 23,127,008 504 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended Revenue Real Estate Transfer Tax 8,212,318$ 9,349,910$ 1,137,592$ 7,700,000$ 7,700,000$ 2025 down 2.6% from 2024 forecast; 2026-2029 1.0% annual increase Golf Course Lease 175,151 191,285 16,134 176,903 14,382 191,285 Annual lease payment from Vail Recreation District; Rent income funds the "Recreation Enhancement Account" below; 2025: Increase based on CPI true-up per lease agreement ($14.4K) Intergovernmental Revenue 850,960 372,095 (478,865) 155,000 216,192 371,192 2025: Roll forward remaining ERWSD reimbursement for Dowd Junction stabilization ($205.3K); Roll forward remaining Bear Education Grant from Colorado Parks and Wildlife ($10.8K); USFS Grant for Booth Creek Fuels Reduction ($125K) 2024/2025: $30K lottery proceeds used annual for park projects; 2024: $240K CDPHE Grant for water quality projects; Re-appropriate Eco Trails Reimbursement for Dowd Junction ($150.0K) and remaining ERWSD Reimbursement for Dowd Junction ($312.2K); Re-appropriate remaining CDPHE Water Quality Grant ($22.9K); Re-appropriate unused potion of CPW Bear Education Grant ($10.8K); Eagle County reimbursement for wildfire risk reduction ($55.0K); Reimbursement from the Vail Recreation District for the Golf Course Stormwater Study ($30.0K) Project Reimbursements 85,200 26,581 (58,619) - 75,000 75,000 2025: Roll forward Middle Creek restoration contribution from Evergreen Redevelopment ($75.0K) 2024: Evergreen Redevelopment Project Reimbursement for Middle Creek Restoration Fund ($75K) Donations 38,156 35,650 (2,506) - 10,000 10,000 2025: Kosloff Foundation and Winmax Foundation Donations towards Winterfest ($10.0K) 2024: Logan donation towards Artist in Residency sculpture acquisition Recreation Amenity Fees 10,000 6,609 (3,391) 10,000 10,000 $10K annually Bag Fees 104,280 104,280 - 50,000 50,000 2025: Utilize bag fees towards two Hard to Recycle events ($50K) 2024: Utilization of bag fee towards recycling center catwalk replacement ($9.0K); Utilize bag fees for Zero Hero Waste Program ($38.8K) Earnings on Investments and Other 758,571 736,269 (22,302) 213,405 213,405 2025: 3% return assumed; 2026-2029: 2.5% return assumed Total Revenue 10,234,636 10,822,679 588,043 8,305,308 291,192 24,382 8,620,882 Expenditures Management Fee to General Fund (5%)410,616 467,495 (56,879) 385,000 385,000 5% of RETT Collections - fee remitted to the General Fund for administration Wildland Forest Health Management 725,415 558,288 167,127 744,450 744,450 Annual operating expenditures for Wildland department; 2025 includes: -$699.3K: Personnel -$5.0K: Miscellaneous Educational Programming (Ongoing) Wildfire Mitigation 35,000 2,020 32,980 385,000 - 385,000 2025: Booth Creek Fuels Implementation, partially offset by USFS grant ($275.0K); Booth Heights and Booth Creek Trailhead Fuels Reduction ($100k) 2024: Annual support for wildfire mitigation projects as identified in the 2020 Vail Community Wildfire Protection Plan ($10.0K); Burn prep and fuels reduction on Bald Mountain Road funded by Eagle County($25.0K) Fire Free Five - Rebate Program 173,189 87,054 86,135 50,000 86,135 136,135 2025: Annual Funding for Fire Free Five Community Assistance Program ($50K); Re- appropriate funds towards ongoing Fire Free Five rebate program 2024: $100K for the Fire Free Five Community Assistance Program; Re-appropriate remaining funds towards ongoing Fire Free Five rebate program ($73.2K); Fire Free Five - TOV Implementation 80,000 49,644 30,356 - 25,000 25,000 2025: Re-appropriate funds for Fire Free Five landscaping around gymnastics center ($30.4K); 2024: $80K Continuation of Fire Free Five at TOV facilities TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental 505 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental Total Wildland 1,013,604 697,006 316,598 1,179,450 111,135 - 1,290,585 Parks Annual Park and Landscape Maintenance 2,455,201 1,891,389 563,812 2,078,443 107,500 2,185,943 Annual operating expenditures for Parks department (including personnel and supplies); 2025 includes: -$1.3M: Personnel -$20.0K: Trail Host Program (Ongoing) -$56.0K: Increase cleaning of Parks Restrooms and Portalets -$51.5K: Increase Water utility budget based on ERWSD rate increases during 2024 and 2025 Park / Playground Capital Maintenance 219,000 165,035 53,965 231,000 50,000 281,000 2025:Annual maintenance items include projects such as playground surface refurbishing, replacing bear-proof trash cans, painting/staining of play structures, picnic shelter additions/repairs, and fence maintenance ($169K); 2025 includes Ford Park Entry Landscape ($45.0K); Re-appropriate funds towards ford Park Entry landscape improvements near Amp Bridge entry ($40.0K) 2024: Improvements of deteriorating wooden structures at Sunbird Park ($40.0K); Tree Maintenance 145,000 138,606 6,394 85,000 6,000 91,000 Annual on going pest control, tree removal and replacements in stream tract, open space, and park areas; 2025: Re-appropriate funds towards new plantings to replace trees removed in 2024 ($6.0K) Street Furniture Replacement 107,000 19,656 87,344 35,000 72,000 107,000 2025:Annual Placeholder for Street Furniture Replacements ($35.0K) 2024/2025: Re-appropriate funds for ongoing Village and Lionshead picnic table replacement ($72.0K) Village Art Landscape Enhancements 25,000 25,000 35,000 25,000 60,000 2025: Landscape enhancements for new Art installations/donations ($35.0K); 2025: Re-appropriate funds for landscape enhancements around art installations ($25K) Stephens Park Safety Improvements 19,904 13,250 6,654 - - 2024: Remaining park equipment cost ($4.9K); Installation of a split-rail fence between park and frontage road ($15.0K) Ford Park- Betty Ford Way Pavers 50,000 - 50,000 - 40,000 40,000 2025: Re-appropriate towards final gravel shoulder grading repair and landscaping ($40.0K) 2024: Grading and landscape final touch up at streamwalk entrance and guardrail ($50.0K) Ford Park Enhancement: Priority 3 Landscape area 5,946 - 5,946 - - 2024: $5.9K towards on-going landscape repairs and plant material replacement Ford Park Lower Bench Turf/Irrigation - - - 300,000 300,000 2025: Replacement of worn turf grass and inefficient irrigation system ($300.0K) Ford Park Playground Improvements 497,804 70,277 427,528 - 125,000 125,000 2025: Re-appropriate funds towards replacement of wood fiber play surface under swings with rubber surfacing for better durability ($125.0K) 2024:$497.8K for Ford Park playground improvements Ford Park Master Plan Capital Design 200,000 91 199,909 - 199,909 199,909 2025: Re-appropriate funds for outcomes of Ford Park Masterplan Update. Projects include a park-wide ADA compliance Study, site planning for future facilities including a picnic shelter and expanded maintenance areas, wayfinding, etc. ($199.9K); 2024: Design for ADA compliant routes and Tennis Center renovation Turf Grass Reduction 150,000 64,164 85,836 15,000 85,836 100,836 2025: Additional funds for Main Vail Roundabout Turf Reduction ($15.0K); Re-appropriate funds towards ongoing Main Vail Roundabout turf reduction ($85.8K) 2024: Continuation of Turf Grass Reduction projects at Main Vail and West Vail Roundabouts and Municipal Building Donovan Park Improvements 20,000 - 20,000 - 20,000 20,000 2025: Replacement of play equipment ($20.0K) 506 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental Pirateship Park Improvements 300,000 221,138 78,862 - 43,862 43,862 2025: Re-appropriate funds towards ongoing improvements including two play components and minor ADA upgrades ($43.9K) 2024: Safety improvements: replace wood siding and add climber Bighorn Park Playground Improvements - - 150,000 150,000 2025: Bighorn Park Play Area Maintenance ($150.0K) Gore Creek Promenade Rehabilitation 368,897 40,437 328,460 750,000 368,460 1,118,460 2025: Re-appropraite funds towards ongoing refresh of the Gore Creek Promenade ($328.5K); Reclass children's fountain steps at promenade to be done as part of this project ($40.0K) Steps between Gore Creek Promenade and Children's Fountain 40,000 - 40,000 - - 2024: Tree removal and landscaping on steps from Children's Fountain to Gore Creek Promenade ($40.0K);Reappropriated above in Gore Greek promenade Rehabilitation Slifer Fountain Feature Four Repair 75,000 - 75,000 - 75,000 75,000 2025: Re-appropriate funds towards incomplete plumbing leak; further investigation needed prior to repair ($75.0K) 2024: Repair plumbing leak in feature supply line in Slifer Plaza ($75k) Total Parks 4,678,752 2,624,042 2,054,710 3,679,443 1,111,067 107,500 4,898,010 Rec Paths and Trails Rec. Path Capital Maintenance 175,000 25,645 149,355 85,000 85,000 Annual Capital maintenance of the town's recreation path system ($85k); 2024: Recreation path improvements ($65K); Shouldering improvements ($25K) Recreation Path Safety Improvements 75,000 43,338 31,662 50,000 31,662 81,662 2025: Pedestrian Traffic Counters ($50.0K); Re-appropriate funds towards next phase of Antlers curve redesign ($31.7K) 2024: Design of recreation path safety improvements ($75K) Bike Safety 10,000 - 10,000 10,000 10,000 2024-2029: Annual cost for bike safety programs ($10.0K) Bike Path Signage 46,081 - 46,081 - - 2024: Re-appropriate funds towards replacement of bike wayfinding signage, striping, and etiquette signage town-wide Pedestrian Bridge Projects 882,988 179,659 703,329 - 703,329 703,329 2025: Re-appropriate funds towards ongoing pedestrian overpass rehabilitation and outcomes of upcoming pedestrian bridge report ($703.3K) 2024: $550K for pedestrian overpass; Re-appropriate $333.0K for pedestrian overpass rehabilitation Gore Valley Trail Reconstruction - - 180,000 146,224 326,224 2025: Placeholder for Gore Valley Trail Maintenance ($80.0K); Library to Lionshead Nature Walk Environmental Assessment and Design ($100.0K); Utilize 2024 savings in the recreation path maintenance budget towards the rebuild of 1250' of the North Recreation Trail between Red Sandstone Road and the pedestrian overpass ($146.2K) East Vail Interchange Improvements 204,543 - 204,543 - 150,543 40,000 190,543 2025: Re-appropriate funds for repairs due to landscaping and drainage issues, including plantings and parking area improvements ($190.5K); Additional funds using 2024 savings in Water Quality Infrastructure for drainage improvements including additional concrete gutters to direct to water quality vaults and bioswale areas, and the replacement of plantings ($40.0K) 2024: Development of a landscape improvement plan due to landscaping and drainage issues ($204.6K) Dowd Junction repairs and improvements 817,663 363,869 453,794 - 453,794 453,794 2025: Re-appropriate funds for ongoing restabilitzation of Dowd Junction retaining wall ($454.0K) 2024: Ongoing restabilitzation of Dowd Junction retaining wall ($817.7K) Portalet Enclosures 53,130 12,630 40,500 - 40,500 40,500 2025: Re-appropriate funds towards screening in residential-area portalets ($40.5K) 2024: Installation of screens received in 2023 ($8.1K) 507 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental Booth Lake Trailhead Parking Restroom 2,500 - 2,500 - - 2024:Final landscaping costs ($2.5K) Total Rec Paths and Trails 2,266,905 625,142 1,641,763 325,000 1,379,828 186,224 1,891,052 Recreational Facilities Golden Peak Pickleball Sound Barriers 1,498 - 1,498 - - 2024: Purchase of remaining panels ($1.5K) Nature Center Operations 112,654 109,373 3,281 117,437 117,437 Nature Center operating costs Nature Center Capital Maintenance 8,064 3,693 4,371 26,291 26,291 2025: Signage ($16.6K); 2025: Regravel access road ($9.7K) 2024: Path and walkway repairs ($8.1K) Nature Center Redevelopment 383,522 - 383,522 - - 2024: $383.5K for further planning and design for a nature center remodel; Nature Center Construction is currently unfunded Total Recreational Facilities 505,738 113,066 392,672 143,728 - - 143,728 Environmental Environmental Sustainability 814,006 813,013 993 884,177 884,177 Annual operating expenditures for Environmental department (includes personnel supplies) 2025 includes: -$749.3K: Personnel -$55.0K: Climate Action Collaborative Dues (ongoing) Recycling and Waste Reduction Programs 206,880 129,034 77,846 127,050 15,000 142,050 Annual recycling and waste reduction programs; 2025 includes: -$40.1K: Residential/Commercial Recycling Compost Program/Hauls (Ongoing) -$7.5K: Recycling Compliance and Education (Ongoing) -$38.8K: Zero Hero Program Support (Ongoing) -$39.0K: Hard to Recycle Event, offset by Bag Fees (Ongoing) -$15.0K: Re-appropriate Business Compost pilot program ($15.0K) Recycling Center Catwalk Replacement 16,500 16,406 94 - - 2024: Re-appropriate catwalk replacement at recycling center ($16.5K) - Funded with $9K of bag fees Ecosystem Health 622,884 246,866 376,018 281,000 200,000 100,000 581,000 Annual ecosystem health programs; 2025 includes: -$18.0K: CC4CA Annual Retreat - Host Community (Ongoing) -$50.0K: Open Lands Plan - Biodiversity Study Phase 2 (Ongoing) -$8.0K: Sustainable Destinations - Annual Certification Dues (Ongoing) -$55.0K: U.S. Forest Service Front Country Ranger Program (Ongoing) -$100.0K: Wildlife Habitat Improvements, Forum, and Education (Ongoing) -$50.0K: Gore Creek Pesticide Campaign (2025-2026) -$189.1K: Re-appropriate placeholder for CSU Biodiversity Study implementation intitiatives -$100.0K: Utilize savings from 2024 wildlife safe passage study towards habitat improvement, booth creek weed control, and revegetation/fuels work -$10.8K: Re-appropriate ongoing Bear Aware Campaign Energy & Transportation 95,656 52,344 43,312 75,000 42,510 117,510 Annual energy and transportation programs; 2025 includes: -$40.0K: Energy Smart Colorado Partnership (Ongoing) -$2.5K: Energy-Related education, outreach, program incentives (Ongoing) -$32.5K: Sole Power Plus Program (Ongoing) -$19.0K: Re-appropriate ongoing GHG Inventory work ($19.0K) -$23.5K Implementation Steps of Destination Stewards Management Plan: Greenhouse Gas Inventory and Modeling E-Bike Programs 243,000 230,810 12,190 193,000 193,000 Annual E-Bike Programs; 2025 includes: -$175.0K: Shift E-Bike Share Program (Ongoing) -$18.0K: E-Bikes for Essentials Ownership Program (Ongoing) 508 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental E-Bike Share Infrastructure 14,711 - 14,711 - 14,711 14,711 E-Bike Share Infrastructure- Gravel pads and bike racks; 2025: Re-appropriate funds as placeholder for additional gravel pads and bike racks at redevelopment locations ($14.7K) Sole Power App 50,000 42,000 8,000 25,000 8,000 2,000 35,000 2025: Development of App modifications for the Sole Power Plus App Expansion ($25K); 2025: Re-appropriate funds towards original app development ($8.0K); Additional development funds to connect app to Town's Cloud service ($2.0K) Streamtract Education/Mitigation 30,000 22,963 7,037 75,000 75,000 Annual streamtract education programming; 2025 includes: -$30.0K: General education programming (Ongoing) -$45.0K: Restore the Gore Campaign Relaunch (One-time) Water Quality Infrastructure 195,007 - 195,007 - - 2024: Ongoing water quality infrastructure project ($195.0K) Water Quality Maintenance 350,000 231,562 118,438 - 96,729 25,000 121,729 2025: Ongoing cleaning of gutter bins and water quality vaults to be located in Streets Maintenance within the General Fund; Re-appropriate Golf Course water quality study and vegetative plan ($96.2K); Additional funds for stakeholder engagement related to water quality study ($25.0K) 2024: Annual cleaning and draining of frog gutter bins and water quality vaults; placeholder for updated water quality study ($75K); Increase in cost of cleaning of frog gutter bins and water quality vaults based on higher-than-expected spring-time cleaning costs ($35K); Increase in cost for golf course water quality study, offset by reimbursement from VRD ($30.0K) Streambank Mitigation 35,000 2,500 32,500 140,000 140,000 2025: Streambank Mitigation at Ford Park in conjunction with in-stream improvements by Trout Unlimited ($100.0K); Streambank Mitigation along Mill Creek ($40.0K); 2024: Re-appropriate funds for streambank planting project ($35K) Middle Creek Restoration Fund 75,000 - 75,000 - 75,000 75,000 2025: Re-appropriate funds towards the restoration of Middle Creek on TOV property in relation to the Evergreen redevelopment project. This will be reimbursed by the developer ($75.0K) 2024: The Evergreen redevelopment project is required to provide a restoration plan for Middle Creek. The property is owned by the Town of Vail. The Town will fund the restoration plan and be reimbursed by the developer (reimbursement included above) Private Streambank Mitigation Program 80,000 5,779 74,221 - 50,000 50,000 2025: Private Streambank Mitigation Program; 2025: Re-appropriate funds towards continuation of private streambank mitigation ($50.0K) Booth Heights Open Space 19,472,370 19,787,339 (314,969) - - 2024: Booth Heights Aqisution costs; includes legal Gore Creek Interpretive Signage 222,165 199,078 23,087 - - 2024: Re-appropriate funds towards ongoing project ($190.5K); New request of $32K for Gore Creek signage using savings from the 2023 streambank restoration project for increased costs Energy Efficiency Performance Contract 150,000 44,842 105,158 - 105,158 105,158 2025: Re-appropriate funds towards ongoing Energy Audit ($105.2K) 2024: Placeholder for an energy audit to facilitate energy upgrades, potentially through an Energy Efficiency Performance Contract Total Environmental 22,673,179 21,824,536 848,643 1,800,227 607,108 127,000 2,534,335 Art Public Art - Operating 188,525 169,263 19,262 196,599 196,599 Annual operating expenditures for Art in Public Places department; 2025 includes: -$25.0K: miscellaneous Programs & Events (Ongoing) Public Art - General program / art 173,167 62,600 110,567 60,000 110,567 170,567 2025: Re-appropraite unspent funds ($110.6K) 2024: Annual funds purchase sculptures, artwork, art programs and events; remainder is re- appropriated each year to accumulate enough funds. Public Art - Winterfest 79,383 35,416 43,967 30,000 43,967 10,000 83,967 2025: $30K Winterfest budget; Increase Winterfest budget utilizing Kosloff Foundation and Winmax Foundation donations ($10.0K); Re-appropriate funds for Winterfest program ($44.0K) 509 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental Seibert Memorial Statue- Maintenance 11,692 500 11,192 - 11,192 11,192 2025: Re-appropriate donated funds towards upkeep of sculpture ($11.7K) Art Space 1,420,375 456,943 963,432 - 1,015,232 1,015,232 2025: Re-appropriate funds towards construction of Art Space Studio in Ford Park anticipated to be completed in Summer of 2025 ($963.4K); Additional request for funding to connect Art Space Studio HVAC to existing Geothermal Test Well, offset by budget reduction in CPF Geothermal Project ($51.8K) 2024: Re-appropriate funds towards construction of Art Space Studio in Ford Park ($1.4M) Artist In Residency - Operating 30,000 10,263 19,737 70,500 70,500 2024/2025: Operating costs for artist in residency program utilizing the new Art Space Artist In Residency - Capital Art Acquisitions 20,000 - 20,000 37,500 20,000 57,500 2024/2025: Capital art acquisition costs associated with artist in residency program; 2025: Re- appropriate unspent funds towards 2025 program ($20.0K) Total Art 1,923,142 734,984 1,188,158 394,599 1,200,958 10,000 1,605,557 Community Council Contribution: Betty Ford Alpine Garden Support 79,195 79,195 - 80,779 80,779 Annual operating support of the Betty Ford Alpine Gardens; annual increase to follow town's general operating annual increase Council Contribution: Eagle River Watershed Support 42,000 42,000 - 42,000 42,000 Annual support of the Eagle River Watershed Council programs Council Contribution: Trail Alliance 17,500 17,500 - 22,500 22,500 Adopt A Trail Council Contribution for trails in or bordering the Town Total Contributions 138,695 138,695 - 145,279 - 145,279 510 Changes since first reading Proposed 2024 2024 Under/2025 Amended Actual (Over)2025 Reappropriations New Requests Amended TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND 1st Supplemental VRD-Managed Facilities & Maintenance Recreation Enhancement Account 539,321 - 539,321 176,903 569,837 746,740 Annual rent paid by Vail Recreation District; to be re-invested in asset maintenance; 2024: Re- appropriate funds to be re-invested in maintenance ($354.9K); Additional $9.3K for lease payment collected over budget; 2025: Annual Rent Paid by Vail Recreation District; to be re- invested in asset maintenance ($176.9K); 2025: Roll forward unspent Enhancement Funds ($539.3K); Increase for $16.1K paid above budget in 2024; Increase for $14.3K based on 2025 CPI true-up Recreation Facility Maintenance 22,000 - 22,000 22,000 22,000 2025: RETT facility maintenance ($22.0K) Synthetic Turf Replacement 472,000 - 472,000 - 472,000 472,000 2025: Re-appropriate funds towards synthetic turf replacement ($472.0K) Golf Clubhouse 12,484 23,393 (10,909) 123,287 123,287 2025: Circulation Pump Replacement ($98.0K); Clubhouse parking lot mill & overlay ($23.9K); Clubhouse Signage ($9.4K) 2024: Heat tape replacement ($13.7K) Athletic Field Restroom/Storage Building 1,000,000 - 1,000,000 - 1,000,000 1,000,000 2025: Re-appropriate $1.0M for the replacement of existing restroom/concession with new 2000 sq. ft. restroom/storage building 2024: Re-appropriate $1.0M for the replacement of existing restroom/concession with new 2000 sq. ft. restroom/storage building Golf Course - Other 432,069 - 432,069 3,954 432,069 436,023 2025: Maintenance building asphalt driving and parking area ($4.0K); Re-appropriate funds towards ongoing routine projects with VRD including Streambank Restoration ($432.1K) Dobson Ice Arena 643,731 15,397 628,334 - - 2024-2025: Utilize Savings in Dobson Maintenance towards Redevelopment Ford Park / Tennis Center Improvements 150,854 - 150,854 54,166 150,854 205,020 2025: Wood siding and windows ($54.2K); Re-appropriate funds towards Tennis Center Improvements ($150.9K) 2024: Furnace, hot water tank, baseboards replacement ($13.3K); Re-appropriate funds towards incomplete projects ($137.6K) Athletic Fields 116,547 42,057 74,490 99,319 74,490 173,809 2025: Asphalt parking lot ($99.3K); Re-appropriate funds towards ongoing improvements ($74.5K) Gymnastics Center 711,494 350,436 361,058 3,863 361,058 364,921 2024/2025: Replace airconditioning unit Total VRD-Managed Facilities & Maintenance 4,100,500 431,283 3,669,217 483,492 3,060,308 - 3,543,800 Total Expenditures 37,711,131 27,656,249 10,054,882 8,536,218 7,470,404 430,724 16,437,346 Other Financing Sources (Uses) Transfer from General Fund - Other 2,880 2,880 - - 23,510 23,510 2024: Transfer from General Fund for Clean-Up Day volunteer incentives; 2025: Transfer from General Fund for Implementation Steps of Destination Stewards Management Plan: Greenhouse Gas Inventory and Modeling ($23.5K) Transfer (to) General Fund - Other (13,500) (13,500) - - - 2024: Transfer to General Fund for increase in budget and scope of Destination Stewardship Management Plan Transfer from/(to) CPF - - - (762,546) 15,397 (747,149) 2025: Transfer to Capital Projects Fund for Dobson Arena (utilizing savings in annual Dobson maintenance); Reduce transfer based on funds spent in 2024 ($15.4K) Revenue Over (Under) Expenditures (27,487,115) (16,844,189) 10,642,926 (993,456) (7,140,305) (406,342) (8,540,103) Beginning Fund Balance 31,887,550 31,887,550 15,043,361 15,043,361 Ending Fund Balance 4,400,435$ 15,043,361$ 14,049,905$ 6,503,258$ Minimum Fund Balance 2,000,000$ 2,000,000$ 2,000,000$ 2,000,000$ 511 TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE HOUSING FUND Preliminary Proposed 2024 2024 2024 Under/2025 1st 2025 Budget Amended Actuals (Over)Budget Supplemental Amended Revenue Housing Sales Tax 4,950,000$ 4,950,000$ 5,110,306$ 160,306$ 5,201,534$ 5,201,534$ 2025: 1% annual increase from 2024; 2026 - 2029: 2% annual increase Housing Fee in Lieu Annual Collections - 46,199 46,199 - - - 2024: Utilize housing fee in lieu towards Buy Down housing Transfer from CPF - Reimbursement for North Trail Townhome Unit D (TOV unit)- 308,799 308,979 180 - - 2024: Repayment from CPF for North Trail Unit D Transfer in from Capital Projects Fund 2,500,000 2,500,000 2,500,000 - 2,500,000 2,500,000 Workforce Housing Sales - 1,100,000 389,902 (710,098) - 625,000 625,000 2024: Estimated resale revenue for Pitkin Creek #3B and #14A; 2025: Roll forward resale revenue for Pitkin Creek #3B ($625.0K) Housing Late Fees - 3,750 3,750 - - Lionsridge Land Sale - 4,995,455 4,995,455 - - - 2025: Lionsridge Land Lease Purchase Option Deed Restriction Buyouts 675,000 675,000 - 275,400 275,400 2025: Deed Restriction buyout at 363 Beaver Dam Circle Earnings on Investments - 700,000 618,361 (81,639) 50,000 50,000 Total Revenue 7,450,000 15,275,453 14,647,951 (627,502) 7,751,534 900,400 8,651,934 Expenditures Housing Programs InDeed Program 2,500,000 3,019,645 134,000 2,885,645 1,500,000 2,885,645 4,385,645 Annual $2.5M transfer from CPF for InDeed/Community Housing; In 2025 $1.0M to be used for TR Habitat Contribution; 2025: Re- appropriate unspent InDeed funding ($2.9M) Buy Down Housing - 150,904 - 150,904 - 150,904 150,904 2024: Utilize housing fee in lieu towards Buy Down housing; 2025: Re- appropriate utilization of housing fee in lieu towards Buy Down housing Future Purchases - 1,500,000 - 1,500,000 2,275,000 1,500,000 3,775,000 Placeholder for Buy Down housing purchases; 2025: Re-appropriate unspent funding for future purchases ($1.5M) Pitkin Creek Unit #14A - 5,816 5,815 1 - - Pitkin Creek Unit #3B - 785,814 785,808 6 - - 2024: Utilize resale revenue of $625K and $160.4M of InDeed funds to purchase Pitkin Creek #3B Construction Housing Projects Timber Ridge Predevelopment - 80,920 - 80,920 - - Timber Ridge Habitat Contribution - - - - 2,000,000 2,000,000 $2.0M contribution to Habitat to Humanity for TR units W. Middle Creek Development Predevelopment - 3,892,046 3,084,127 807,920 - 807,920 807,920 2025: Re-appropriate West Middle Creek predevelopment costs ($808.5K) W. Middle Creek Development Placeholder - - - - 10,000,000 10,000,000 $10.0M placeholder for W. Middle Creek housing projects W. Middle Creek Development Legal Fee Contingency - 50,000 - 50,000 - 50,000 50,000 2025: Re-appropriate placeholder for West Middle Creek legal costs ($50.0K) East Vail Parcel Predevelopment 400,000 - 400,000 - 400,000 400,000 2025: Re-appropriate placeholder for West Middle Creek legal costs ($400.0K) Residences at Main Vail Opportunity Fee - 50,000 - 50,000 - 50,000 50,000 2024: Re-appropriation of remaining RMV opportunity fee; 2025: Re- appropriation of remaining RMV opportunity fee Land Purchases for future Housing - CDOT Parcel Acquisition Placeholder - West Middle Creek - 3,270,000 2,630,735 639,265 - - CDOT Parcel Acquisition Placeholder - East Vail - 2,667,900 3,644 2,664,256 - 2,416,402 2,416,402 2024: Purchase of 1' wide stretch of land around CDOT parcel ($17.9K); 2025: Re-appropriate purchase of CDOT East Vail parcel ($2.4M) and 1' wide surrounding parcel ($17.9K) Eagle-Vail Parcel Placeholder - 50,000 - 50,000 - 50,000 50,000 Total Expenditures 2,500,000 15,923,045 6,644,130 9,278,916 15,775,000 8,310,871 24,085,871 Operating Income 4,950,000 (647,592) 8,003,822 (9,906,417) (8,023,466) (7,410,471) (15,433,937) Other Finance Sources (Uses Transfer from/(to) Timber Ridge- Site and Podium (9,000,000) (9,093,105) (9,093,105) - - (10,541,295) (10,541,295) Transfer from/(to) Timber Ridge- CDOT Land Acquisition - (1,719,650) (1,719,648) 2 - - Loan from/(repayment to) CPF/GF for Middle Creek - - - - 10,000,000 10,000,000 Total Other Finance Sources (Uses)(9,000,000) (10,812,755) (10,812,753) 2 10,000,000 (10,541,295) (541,295) Surplus (Deficit) Net of Transfers and One-Time Items (4,050,000) (11,460,347) (2,808,931) 8,651,416 1,976,534 (17,951,766) (15,975,232) Beginning Fund Balance 18,784,163 18,784,163 18,784,163 7,323,815 15,975,231 Ending Fund Balance 14,734,163$ 7,323,815$ 15,975,231$ 9,300,349$ (0)$ 512 2025 1st Proposed Budget Supplemental 2025 Amended Revenue Rental Revenue 1,191,354 64,416 1,255,770 Increased rental revenue for new Hamlet #3 and East Vail Lodging #35 units Total Revenue 1,191,354 64,416 1,255,770 Expenditures Salaries & Benefits 123,764 123,764 General Fund Administrative Fee 238,271 12,883 251,154 Increase administrative fee for new units Operational Costs 405,808 36,835 442,643 Increasd operational costs for new units Operational Maintenance 203,750 203,750 Unit Masterleases 61,200 61,200 Total Expenditures 1,032,793 49,718 1,082,511 Surplus (Deficit) from Operations 158,561 14,698 173,259 Capital Funding Sources/(Uses) Capital Maintenance of Units (150,000) (52,631) (202,631) Transfer from/(to) Capital Projects Fund - 52,631 52,631 Transfer from CPF for Capital Maintenance at recently purchased Buffehr Creek units Net Capital Funding Sources/(Uses)(150,000) - (150,000) Surplus (Deficit) Net of Capital Items 8,561 14,698 23,259 Beginning Fund Balance - - Ending Fund Balance 8,561$ 23,259$ TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE INTERNAL EMPLOYEE HOUSING RENTAL FUND 513 Proposed 2024 2024 Under/2025 1st 2025 Amended Actuals (Over)Budget Supplemental Amended Revenue Town of Vail Interagency Charge 4,639,818$ 4,356,473$ (283,345)$ 5,000,479$ 69,796$ 5,070,275$ Increased charges for expanded summer bus service in association with paid parking ($69.8K) Insurance Reimbursements & Other 25,000 56,104 31,104 - - Intergovernmental Revenues - 21,589 21,589 - - Earnings on Investments 1,500 75,000 73,500 7,000 7,000 Equipment Sales and Trade-ins 196,227 243,999 47,772 317,070 317,070 Total Revenue 4,862,545 4,753,165 (109,380) 5,324,549 69,796 5,394,345 Expenditures Salaries & Benefits 1,440,075 1,371,439 68,636 1,575,281 1,575,281 Operating, Maintenance & Contracts 2,169,796 1,681,169 488,627 2,311,716 130,796 2,442,512 Increase Bus Charger 5-Year Warranty ($31.0K); Re- appropriate operational training for bus charging stations ($30.0K); Increased fuel costs for expanded summer bus service in association with paid parking ($69.8K) Capital Outlay 2,729,522 1,378,807 1,350,715 1,603,200 1,350,715 2,953,915 Reappropriate vehicle replacements that did not arrive in 2024: $1.35M Total Expenditures 6,339,393 4,431,415 1,907,978 5,490,197 1,481,511 6,971,708 Revenue Over (Under) Expenditures (1,476,848) 321,749 (2,017,358) (165,648) (1,411,715) (1,577,363) Beginning Fund Balance 1,670,724 1,670,724 1,992,473 1,992,473 Ending Fund Balance 193,876$ 1,992,473$ 1,826,825$ 415,111$ TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE HEAVY EQUIPMENT FUND 514 Preliminary 2024 2024 Under/2025 1st 2025 Amended Actual (Over)Budget Supplemental Amended Revenue E911 Board Revenue 1,167,993$ 1,167,993$ -$ 1,246,961$ 1,246,961$ Interagency Charges 1,598,162 1,598,162 - 1,982,148 1,982,148 Town of Vail Interagency Charge 691,448 691,448 - 827,330 827,330 Earnings on Investments and Other 125,000 125,000 - 54,000 54,000 Total Revenue 3,582,603 3,582,603 - 4,110,439 - 4,110,439 Expenditures Salaries & Benefits 2,921,107 2,805,066 116,041 3,090,617 264,376 3,354,993 Implementation of staffing initiatives in accordance with agency approved budget ($264.4K) Operating, Maintenance & Contracts 627,742 591,549 36,193 647,869 75,000 722,869 Organizational structure assessments ($75.0K) Capital Outlay 894,200 97,090 797,110 - 847,110 847,110 Re-appropriate mobile responder command and control tool ($97.1K); Re-appropriate RMS Replacement ($700.0K); Contingency for data migration costs during RMS Replacement ($50.0K) Total Expenditures 4,443,049 3,493,704 949,345 3,738,486 1,186,486 4,924,972 Revenue Over (Under) Expenditures (860,446) 88,899 949,345 371,953 (1,186,486) (814,533) Other Financing Sources (Uses) Transfer from General Fund 253,266 253,266 - - - Total Financing Sources (Uses)253,266 253,266 - - - - Change in Net Position (607,180) 342,165 371,953 (1,186,486) (814,533) Beginning Fund Balance 2,557,235 2,557,235 2,646,133 2,646,133 Ending Fund Balance 1,950,055$ 2,646,133$ 3,018,086$ 1,831,600$ TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE DISPATCH SERVICES FUND 515 2024 Amended 2024 Under/2025 Budget Actuals (Over)Budget Revenue Town of Vail Interagency Charge - Premiums 4,398,910$ 4,398,910$ -$ 4,471,094$ Employee Contributions 911,864 901,112 (10,752) 943,859 Insurer Proceeds 530,000 605,893 75,893 430,000 Earnings on Investments 225,000 225,000 - 109,130 Total Revenue 6,065,774 6,130,915 65,141 5,954,083 Expenditures Health Insurance Premiums 901,760 1,156,496 (254,736) 1,097,365 Claims Paid 5,093,407 4,576,381 517,026 5,519,226 Wellness Bonus 109,000 53,340 55,660 112,674 Professional Fees 110,000 95,861 14,139 42,000 Total Expenditures 6,214,167 5,882,078 332,089 6,771,265 Revenue Over (Under) Expenditures (148,393) 248,836 397,229 (817,182) Beginning Fund Balance 5,125,327 5,125,327 5,374,163 Ending Fund Balance 4,976,934$ 5,374,163$ 4,556,981$ TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE HEALTH INSURANCE FUND 516 TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE VAIL MARKETING & SPECIAL EVENTS FUND Preliminary 2024 2024 Under/2025 Amended Actuals (Over)Budget Revenue Business Licenses 345,000$ 347,898$ 2,898$ 350,000$ Event Reimbursements/Shared Costs - 10,600 10,600 - Earnings on Investments 10,250 9,381 (869) - Total Revenue 355,250 367,879 12,629 350,000 Expenditures Commission on Special Events (CSE) : CSE Surveys 54,000 25,231 28,769 - Education & Enrichment 136,500 134,000 2,500 - Visitor Draw 735,270 672,566 62,704 - Recreation 124,000 120,600 3,400 - Signature Events 1,013,660 620,000 393,660 - Town Produced Events:727,993 554,876 173,117 - NYE/4th of July Display 58,000 49,000 9,000 - Ambient Event Funding:- 56,918 (56,918) - Music in the Villages 237,978 - 237,978 - Collection Fee - General Fund 17,250 17,395 (145) 17,500 Total Expenditures 3,104,651 2,250,586 854,065 17,500 Other Financing Sources (Uses) Transfer from/(to) Capital Projects Fund (73,007) (68,652) 4,355 - Transfer from/(to) General Fund 2,600,000 1,718,951 (881,049) - Transfer to VLMD (Business License Fee)- - - (332,500) Transfer from/(to) Vail Local Marketing District (Fund Balance)- - - (127,701) Total Other Financing Sources (Uses)2,526,993 1,650,299 (876,694) (460,201) Revenue Over (Under) Expenditures (222,408) (232,408) (1,718,130) (127,701) Beginning Fund Balance 360,109 360,109 127,701 Ending Fund Balance 137,701$ 127,701$ -$ 517 Preliminary Proposed 2024 2024 Under/2025 1st 2025 Budget Actuals (Over)Budget Supplemental Amended Revenue Rental Income 1,721,300$ 1,723,227$ 1,927$ 1,780,694$ 1,780,694$ Other Income 124,230 266,487 (3,743) 284,236 284,236 Investment Earnings 500 6,031 5,531 500 500 Total Revenue 1,846,030 1,995,745 3,715 2,065,430 - 2,065,430 Expenses Operating, Maintenance & Contracts 567,994 634,497 79,497 776,383 776,383 Capital Outlay- Triumph 51,639 - 51,639 - - Capital Outlay- RMV Construction - 34,101 27,918 - 27,918 27,918 Total Expenditures 619,633 668,599 159,053 776,383 27,918 804,301 Revenue Over Expenses 1,226,397 1,327,146 162,768 1,289,047 (27,918) 1,261,129 Other Financing Sources (Uses) Fiscal Agent fees (3,000) (3,500) (500) (3,000) (3,000) Principal Repayment (435,000) (435,000) - (450,000) (450,000) Interest Expense (783,788) (782,338) 1,451 (828,753) (828,753) Total Other Financing Sources (Uses)(1,221,788) (1,220,838) 951 (1,281,753) - (1,281,753) Change in Net Position 4,609 106,309 163,719 7,294 (27,918) (20,624) Beginning Fund Balance 72,936 482,717 425,307 589,026 Ending Fund Balance 77,545$ 589,026$ 432,601$ 568,403$ TOWN OF VAIL 2025 BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE RESIDENCES AT MAIN VAIL 518 Preliminary 2024 2024 Under/2025 1st 2025 Amended Actuals (Over)Budget Supplemental Amended Revenue Rental Income 568,225$ 573,251$ 5,026$ -$ -$ Other Income 3,681 69,478 65,797 - - Total Revenue 571,906 642,729 70,823 - - - Expenditures Operating, Maintenance & Contracts 335,438 344,281 (8,843) - - Contingency 50,000 - 50,000 - - Total Expenditures 385,438 344,281 41,157 - - - Operating Income 186,467 298,448 29,666 - - - Non-operating Revenues (Expenses) Interest on Investments 66,500 12,500 (54,000) - - Loan Principal Repayment to Capital Projects Fund (401,508) (401,508) - (407,530) (407,530) Balance owed to CPF Interest Payment to Capital Projects Fund (61,447) (61,447) - (55,379) (55,379) Total Non-operating Revenues (Expenses)(396,455) (450,455) (54,000) (462,909) - (462,909) Surplus (Deficit) from Operations (209,988) (152,007) (24,334) (462,909) - (462,909) Site/Podium/Land Transfer from Housing Fund- CDOT Land Acquisition 1,719,650 1,719,468 182 - - Payment for CDOT land purchase CDOT Land Acquisition (1,719,858) (1,719,468) 390 - - Timber Ridge Redevelopment TOV Comittment (39,218,651) (29,179,162) 10,039,489 (10,750,067) (10,750,067) 5 year plan assumes: 75% Reimbursement in 2026; 25% in 2027 Redevelopment Legal Fee Contingency (50,000) (29,539) 20,461 (20,461) (20,461) Transfer from Housing Fund- Site and Podium 9,093,105 9,093,105 - 10,541,295 10,541,295 Transfer from Housing Fund to be paid back with sales Transfer from General Fund- Site and Podium/legal fees 30,522,340 20,115,596 (10,406,744) 229,233 229,233 Transfer from GF to be paid back with sales Total Site and Podium 346,586 (0) (346,222) - (0) (0) Revenue Over (Under) Expenditures 136,598 (152,007) (370,556) (462,909) (0) (462,909) Beginning Fund Balance 2,725,806 2,725,806 2,573,799 2,573,799 Ending Fund Balance 2,862,405$ 2,573,799$ 2,110,890$ 2,110,890$ TOWN OF VAIL 2025 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE TIMBER RIDGE FUND 519 Ordinance No. 4, Series of 2025 ORDINANCE NO. 4 SERIES OF 2025 AN ORDINANCE MAKING BUDGET ADJUSTMENTS TO THE TOWN OF VAIL GENERAL FUND, CAPITAL PROJECTS FUND, REAL ESTATE TRANSFER TAX FUND, HOUSING FUND, HEAVY EQUIPMENT FUND, INTERNAL EMPLOYEE HOUSING RENTAL FUND, TIMBER RIDGE FUND, RESIDENCES AT MAIN VAIL FUND, AND DISPATCH SERVICES FUND OF THE 2025 BUDGET FOR THE TOWN OF VAIL, COLORADO; AND AUTHORIZING THE SAID ADJUSTMENTS AS SET FORTH HEREIN; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, contingencies have arisen during the fiscal year 2025 which could not have been reasonably foreseen or anticipated by the Town Council at the time it enacted Ordinance No. 18, Series of 2024, adopting the 2025 Budget and Financial Plan for the Town of Vail, Colorado; and, WHEREAS, the Town Manager has certified to the Town Council that sufficient funds are available to discharge the appropriations referred to herein, not otherwise reflected in the Budget, in accordance with Section 9.10(a) of the Charter of the Town of Vail; and, WHEREAS, in order to accomplish the foregoing, the Town Council finds that it should make certain budget adjustments as set forth herein. NOW, THEREFORE, BE IT ORDAINED, BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO that: 1. Pursuant to Section 9.10(a) of the Charter of the Town of Vail, Colorado, the Town Council hereby makes the following budget adjustments for the 2025 Budget and Financial Plan for the Town of Vail, Colorado, and authorizes the following budget adjustments: General Fund $ 1,042,860 Capital Projects Fund 26,956,864 Real Estate Transfer Tax Fund 7,885,731 Housing Fund 18,852,166 Heavy Equipment Fund 1,481,511 Internal Employee Housing Rental Fund 102,349 Timber Ridge Fund 10,770,528 Dispatch Services Fund 1,186,486 Residences at Main Vail Fund 27,918 Interfund Transfers (10,913,951) Total $ 57,392,462 520 Ordinance No. 4, Series of 2025 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect 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. 3. The Town Council hereby finds, determines, and declares that this ordinance is necessary and proper for the health, safety, and welfare of the Town of Vail and the inhabitants thereof. 4. The repeal or the repeal and reenactment of any provision of the Municipal Code of the Town of Vail as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceedings as commenced under or by virtue of the provision repealed or repealed and reenacted. The repeal of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. 5. 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, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 18th day of March 2025, and a public hearing shall be held on this Ordinance on the 1st day of April, 2025, at the regular meeting of the Town Council of the Town of Vail, Colorado, in the Municipal Building of the town. _______________________________ Travis Coggin, Mayor ATTEST: ___________________________ Stephanie Johnson, Acting Town Clerk 521 Ordinance No. 4, Series of 2025 READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED IN FULL this 1st day of April 2025. _____________________________ Travis Coggin, Mayor ATTEST: ________________________________ Stephanie Johnson, Acting Town Clerk 522 AGENDA ITEM NO. 9.3 Item Cover Page DATE:April 1, 2025 TIME:5 min. SUBMITTED BY:Steph Johnson, Town Manager ITEM TYPE:Ordinance AGENDA SECTION:Public Hearings (8:20pm) SUBJECT:Ordinance No. 5, Series 2025, Second Reading, An Ordinance Concerning the West Middle Creek Housing Development and in Connection Therewith Authorizing the Leasing of Certain Town Property, the Advance of a Loan to the Vail Home Partners Corporation, and the Execution and Delivery of a Site Lease. Lease Purchase Agreement and Other Documents (9:00pm) SUGGESTED ACTION:Approve, approve with amendments, or deny Ordinance No. 5, Series of 2025, upon second reading. PRESENTER(S):Carlie Smith, Finance Director VAIL TOWN COUNCIL AGENDA ITEM REPORT ATTACHMENTS: Council Memo - COP Debt 2nd Reading Ordinance No. 5 - Authorizing Ordinance Attachment A. Indenture Housing COPs West Middle Creek Attachment B. Lease-Housing COPs West Middle Creek Attachment C. Site Lease West Middle Creek Attachment D. Vail Home Partners Revenue Bond Resolution Attachment E. Mortgage and Indenture of Trust (Vail Home Partners) Attachment F. Vail Home Partners Resolution Articles, Bylaws, and Officers Staff Presentation - West Middle Creek Financial Update 523 TO:Vail Town Council FROM:Finance Department DATE:April 1, 2025 SUBJECT: Ordinance No. 5, Series 2025, Authorization of Debt for West Middle Creek and Leased Property I.SUMMARY During the afternoon session, Council received a financing update for the West Middle Creek housing project. The next step in moving forward with this project is authorizing the town to issue Certificates of Participation in an amount not to exceed $65.5M. In parallel, this will also serve as direction for Vail Home Partners to issue housing revenue bonds not to exceed $145.0M. The approval of this ordinance does not commit the town to issuing the COPs. II.DISCUSSION Market Update The municipal market has become increasingly volatile since the first reading of Ordinance No. 5, with interest rates on 30-year municipal bonds rising by 26 basis points. As a result, fluctuations in interest rates have pushed the COP sizing to just under 1 basis point (0.01%) before reaching the maximum COP parameters set within this ordinance. With several weeks remaining before the anticipated bond sale in May, market conditions will continue to shift and Piper Sandler is cautiously optimistic that that rates will settle. Hilltop Securities, the town’s financial advisor, has indicated they are comfortable proceeding with the bonding process. However, they recommend postponing the town’s meeting with the rating agency, originally scheduled for next week, to the week of April 7. During tonight’s second reading of Ordinance 5, which defines the parameters of the town’s Certificate of Participation (COP), Council will consider three options: Adjust the COP parameters to increase the COP sizing, allowing for additional flexibility with a an additional twenty five basis points. Move forward with the ordinance as written, with the option to modify the COP parameters later if interest rates do not decrease, using an emergency ordinance on April 15. Deny Ordinance 5, which would delay or terminate the project. Staff, along with Piper Sandler and Hilltop Securities, will continue providing Council with weekly market updates leading up to the bond sale. Attached to this memo are updated slides from the first reading, reflecting recent market changes. 524 Town of Vail Page 2 Repeated from the first reading on March 18th Tonight’s ordinance would allow the town to issue COPs for the West Middle Creek project within the following parameters: 40-year tax-exempt Certificate of Participation Up to $65.5M Interest rate not to exceed 6.5% (Approx $129.5M interest cost over life) Annual debt service not to exceed $8.5M Approval of the 2 nd reading of the COP ordinance will also serve as direction for the Vail Home Partners Corporation to approve a resolution authorizing the issuance of the housing revenue bonds. The Housing Revenue bonds, which will not be considered Town of Vail debt, will be approved with the following parameters: 40-year tax-exempt Housing Revenue Bond Up to $145.0M Interest rate not to exceed 7.5% (Approx $450.0M interest cost over life) Annual debt service not to exceed $35.0M Both debt service payments will be funded by rents from the West Middle Creek project but may require a town subsidy of up to $5.0M within the first 2 to 5 years of operations. A copy of the housing revenue documents, including the resolution, mortgage, and indenture of trust, are currently being finalized and will be included in the 2nd reading packet materials. This ordinance also authorizes the town to lease property to the issuing bank, US Bank, collateralizing the COPs. The leased property needed for the maximum COP sizing of $65.5M will require the Lionshead Welcome Center, Red Sandstone Parking garage, the Gymnastics center, the Golf Course Clubhouse, Donovan Pavilion, the Vail Public Library, as well as the East Vail, West Vail and Main Vail fire stations. The Town is working with Butler Snow and Land Title to make the entire golf course available to collateralize. The Town is working with Butler Snow and Land Title to make the entire golf course available to collateralize with potential to make that swap prior to the bond sales. This would free up the facilities listed above for possible future debt. Outstanding Debt: The most recent debt issuance by the town was a $22.6M COP for the development of Residences at Main Vail with an interest rate of 2.6% for 30 years. The total interest cost for that project is $14.3M. One year before that, the town issued $15.2 million bank placement to finance the Public Works Shops expansion and renovation with an interest rate of 1.76% for 15 years. The total interest cost for that project is $2.2M. Prior to that, the town had not financed any capital projects since 1991. Next Steps Pending approval of the second reading of Ordinance No. 5, the Vail Home Partners board will meet to approve a resolution authorizing the issuance of housing revenue bonds. The week of April 7th staff and the underwriter will meet with the rating agency. The fee associated with a rating for the COPs is $54,000. When the bonds are issued this will be paid by the COP proceeds however once the bonds are rated the town will be responsible for the fee regardless if they are issued. Based on the current schedule, the underwriter plans to post the Preliminary Offering Statement (POS) on April 22nd. At this stage, Council should make a go/no-go decision on the project. 525 Town of Vail Page 3 While the town can technically withdraw the transaction up until issuance, doing so may affect its reputation for future financings. The closing for the COPs and housing revenue bonds is scheduled for May 20, 2025. II.ACTION REQUESTED OF COUNCIL Approve, amend, or deny Ordinance No. 5, Series 2025, an ordinance authorizing the town to issue Certificates of Participation for the financing of West Middle Creek. 526 1 ORDINANCE NO. 5 Series of 2025 AN ORDINANCE CONCERNING THE WEST MIDDLE CREEK HOUSING DEVELOPMENT AND IN CONNECTION THEREWITH AUTHORIZING THE LEASING OF CERTAIN TOWN PROPERTY, THE ADVANCE OF A LOAN TO THE VAIL HOME PARTNERS CORPORATION, AND THE EXECUTION AND DELIVERY OF A SITE LEASE, LEASE PURCHASE AGREEMENT AND OTHER DOCUMENTS WHEREAS, pursuant to Article XX, Section 6 of the Colorado Constitution and Section 13.3 of the Town of Vail Home Rule Charter (the "Charter"), the Town is authorized to lease, for such term as the Town Council determines, any real or personal property to or from any person, firm or corporation, public or private, governmental or otherwise; WHEREAS, the Town owns, in fee title, various properties and facilities as defined and more particularly described in Exhibit A to the Lease (the "Leased Property"); WHEREAS, because the demand for workforce housing in the Town exceeds the supply, the Town Council hereby determines that it is in the public interest and is a public purpose for the Town to assist the Vail Home Partners Corporation (the "Corporation") to finance the acquisition, construction, installation, equipping of the West Middle Creek housing development, a for-rent housing development that are offered at rental rates that are attainable to a range of individuals and families (the "Development"), including any legally permitted costs and expenditures in connection therewith, all for public purposes, and as authorized by law, by advancing a loan to the Corporation (the "Project"); WHEREAS, the Town Council hereby determines that it is in the best interests of the Town and the public health, safety and welfare to lease the Leased Property pursuant to a Site Lease (the "Site Lease") between the Town, as lessor, and U.S. Bank Trust Company, National Association, as lessee (the "Trustee") and lease back the Trustee's interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement (the "Lease") between the Trustee, as lessor, and the Town, as lessee; WHEREAS, the Trustee will execute and deliver an Indenture of Trust (the "Indenture") pursuant to which there will be executed and delivered certain certificates of participation, taxable or tax-exempt or both (the "Certificates") dated as of their date of delivery, that shall evidence proportionate interests in the right to receive certain revenues including rental payments made by the Town under the Lease; WHEREAS, proceeds of the Certificates, along with approximately $10,000,000 in available funds of the Town, shall be loaned to the Corporation for the construction of a portion of the Development; 527 2 WHEREAS, the Town’s obligation under the Lease to pay Base Rentals and Additional Rentals will be from year to year only; will constitute a currently budgeted expenditure of the Town; will not constitute a mandatory charge or requirement in any ensuing budget year; and will not constitute a general obligation or other indebtedness or multiple fiscal year direct or indirect Town debt or other financial obligation of the Town within the meaning of any constitutional, statutory, or Charter limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; WHEREAS, the Supplemental Public Securities Act, part 2 of Article 57 of Title 11, C.R.S. (the "Supplemental Act"), provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act to an issue of securities; WHEREAS, no member of the Town Council has any conflict of interest or is interested in any pecuniary manner in the transactions contemplated by this Ordinance; WHEREAS, there have been filed with the Town Clerk proposed forms of: (i) the Site Lease; (ii) the Lease; (iii) the Preliminary Official Statement (the "Preliminary Official Statement") and (iv) a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") to be delivered by the Town; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1.Ratification and Approval of Prior Actions. The Town Council hereby ratifies and approves all action heretofore taken and not inconsistent with this Ordinance by the Town Council or the officers, agents, or employees of the Town relating to the Site Lease, the Lease, the implementation of the Development, and the execution and delivery of the Certificates. Section 2.Finding of Best Interests. The Town Council hereby finds and determines, pursuant to the Colorado Constitution and laws of the State and the Charter, that the implementation of the Development pursuant to the terms set forth in the Site Lease, the Lease, and the Indenture are necessary, convenient, and in furtherance of the Town's purposes and are in the best interests of the inhabitants of the Town and the public health, safety and welfare. The Town Council further finds that the fair value of the Leased Property does not exceed its Purchase Option Price (as defined in the Lease), and the Town Council hereby authorizes and approves the same. Section 3.Supplemental Act Election; Parameters. a.The Town Council hereby elects to apply all of the provisions of the Supplemental Act to the Lease, the Site Lease, and the Certificates, and in connection 528 3 therewith delegates to the Mayor, Town Manager or Finance Director the independent authority to make any determination delegable pursuant to C.R.S. § 11-57-205(1)(a-i), in relation to the Lease and the Site Lease, and to execute a sale certificate (the "Sale Certificate") setting forth such determinations, including without limitation the term of the Site Lease, the rental amount to be paid by the Trustee pursuant to the Site Lease, the term of the Lease and the rental amount to be paid by the Town pursuant to the Lease, subject to all of the following parameters and restrictions: i.The Site Lease Term shall end no later than December 31, 2074. ii.The Lease Term shall end no later than December 31, 2064. iii.The aggregate principal amount of the Base Rentals payable by the Town under the Lease with respect to any tax-exempt Certificates shall not exceed $59.2 million. iv.The maximum annual repayment cost of Base Rentals payable by the Town with respect to tax-exempt Certificates shall not exceed $[___] million, and the total repayment cost shall not exceed $[___] million. v.The purchase price of the Certificates shall not be less than [95]% of the aggregate principal amount. vi.The maximum net effective interest rate on the interest component of the Base Rentals relating to the tax-exempt Certificates shall not exceed [5.11]% vi.The amount of capitalized interest for deposit into the Base Rentals Fund, if any. vii.The amount deposited to a Reserve Fund, if any. b.Pursuant to C.R.S. § 11-57-205, the Town Council hereby delegates to the Mayor, Town Manager and Finance Director the authority to acknowledge the Indenture and any contract for the purchase of the Certificates between the Trustee and the Purchaser, and to execute any agreement or agreements in connection therewith. In addition, the Mayor, Town Manager and Finance Director are hereby authorized to independently determine if obtaining an insurance policy for all or a portion of the Certificates is in the best interests of the Town, and if so, to select an insurer to issue an insurance policy, execute a commitment relating to the same and execute any related documents or agreements required by such commitment. The Mayor, Town Manager and Finance Director are also hereby authorized to determine if obtaining a reserve fund insurance policy for the Certificates is in the best interests of the Town, and if so, to select a surety provider to issue a reserve fund insurance policy and execute any related documents or agreements required by such commitment. Additionally the Town hereby approves a loan to the Corporation in an amount not to exceed $10,000,000 for construction and acquisition of the Development pursuant to a Loan Agreement previously approved by Ordinance No. 1, Series of 2025. 529 4 Section 4.Approval of Documents. The Town Council hereby approves the Site Lease, the Lease, and the Continuing Disclosure Certificate, and the Mayor is hereby authorized and directed for and on behalf of the Town to execute and deliver such documents in substantially the forms and with substantially the same contents as the proposed forms of such documents on file with the Town Clerk, with such changes as may hereafter be approved by the Mayor, Town Attorney or Town Manager. Section 5.Official Statement. The Town Manager or the Finance Director are each independently authorized to prepare or cause to be prepared, and the Mayor is authorized and directed to approve and execute a final Official Statement for use in connection with the offering and sale of the Certificates in substantially the form of the Preliminary Official Statement, but with such amendments, additions, and deletions as are in accordance with the facts and not inconsistent herewith. The execution of a final Official Statement by the Mayor shall be conclusively deemed to evidence the approval of the form and contents thereof by the Town. The distribution of the Preliminary Official Statement and the final Official Statement to all interested persons in connection with the sale of the Certificates is hereby ratified, approved and authorized. Section 6.Collateral Documents. The Mayor, Town Manager and Finance Director are hereby authorized to execute and deliver for and on behalf of the Town any and all certificates, documents, instruments, and other papers and to perform all other acts that they deem necessary or appropriate, in order to implement and carry out the transactions and other matters authorized by this ordinance. The Town Clerk is hereby authorized and directed to attest all signatures and acts of any official of the Town, if so required. The Mayor, Town Manager and Finance Director are authorized to execute on behalf of the Town agreements concerning the deposit and investment of funds in connection with the transactions contemplated by this ordinance. Section 7.No General Obligation Debt. No provision of this Ordinance, the Lease, the Indenture, the Continuing Disclosure Certificate, the Certificates or the Official Statement shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory, or Charter provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall not have any obligation to make any payment with respect to the Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. Neither the Lease nor the Certificates shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect Town debt or other financial obligation whatsoever. No provision of the Lease or the Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Article XI of the Colorado Constitution. Neither the Lease nor 530 5 the Certificates shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town's then current fiscal year. Section 8.Reasonableness of Rentals. The Town Council hereby determines and declares that the Base Rentals do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew the Lease or to exercise its option to purchase the Leased Property pursuant to the Lease. The Town Council hereby determines and declares that the period during which the Town has an option to purchase the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the remaining useful life of the Leased Property. Section 9.No Recourse against Officers and Agents. Pursuant to C.R.S. § 11- 57-209, if any Town official or agent acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Certificates. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such certificate specifically waives any such recourse. Section 10. 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. Section 11. Charter Controls. Pursuant to Article XX of the Colorado 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 the Sale Certificate authorized hereby 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 Colorado Constitution and the Charter. Section 12. 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, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. 531 6 INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 18th day of March, 2025 and a public hearing for second reading of this Ordinance set for the 1st day of April, 2025, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. ________________________________ Travis Coggin, Mayor ATTEST: ___________________________ Stephanie Johnson, Acting Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this 1st day of April, 2025. ________________________________ Travis Coggin, Mayor ATTEST: ___________________________ Stephanie Johnson, Acting Town Clerk 532 INDENTURE OF TRUST DATED AS OF [_______],2025 BY U.S.BANK TRUST COMPANY,NATIONAL ASSOCIATION, AS TRUSTEE 533 i This Table of Contents is not a part of this Indenture and is only for convenience of reference. TABLE OF CONTENTS Page DEFINITIONS ...........................................................................................................3 Certain Funds and Accounts .............................................................................3 Definitions.........................................................................................................3 THE CERTIFICATES ...............................................................................................9 Amount of the Certificates; Nature of the Certificates .....................................9 Forms, Denominations, Maturities and Other Terms of Certificates................9 Execution; Global Book-Entry System ...........................................................11 Delivery of Certificates ...................................................................................12 Mutilated, Lost, Stolen or Destroyed Certificates ..........................................13 Registration of Certificates; Persons Treated as Owners; Transfer and Exchange of Certificates .................................................................................13 Cancellation of Certificates.............................................................................14 Additional Certificates ....................................................................................14 Uniform Commercial Code.............................................................................15 REVENUES AND FUNDS .....................................................................................17 Segregation and Disposition of Proceeds of Certificates ................................17 Application of Revenues and Other Moneys ..................................................17 Base Rentals Fund...........................................................................................17 Reserve Fund ..................................................................................................18 Rebate Fund ....................................................................................................20 Costs of Execution and Delivery Fund ...........................................................20 Moneys to be Held in Trust ............................................................................21 Nonpresentment of Certificates ......................................................................21 Repayment to the Town from the Trustee ......................................................21 REDEMPTION OF CERTIFICATES .....................................................................22 Optional Redemption ......................................................................................22 Mandatory Sinking Fund Redemption ............................................................22 Extraordinary Mandatory Redemption ...........................................................23 Partial Redemption..........................................................................................25 Notice of Redemption .....................................................................................25 Redemption Payments ....................................................................................26 INVESTMENTS ......................................................................................................27 Investment of Moneys.....................................................................................27 Method of Valuation and Frequency of Valuation .........................................28 DEFEASANCE AND DISCHARGE ......................................................................29 Defeasance and Discharge ..............................................................................29 534 ii EVENTS OF INDENTURE DEFAULT AND REMEDIES ..................................31 Events of Indenture Default Defined ..............................................................31 Remedies .........................................................................................................31 Legal Proceedings by Trustee .........................................................................31 Discontinuance of Proceedings by Trustee .....................................................32 Owners of Certificates May Direct Proceedings ............................................32 Limitations on Actions by Owners of Certificates .........................................32 Trustee May Enforce Rights Without Possession of Certificates ...................32 Remedies Not Exclusive .................................................................................33 Delays and Omissions Not to Impair Rights...................................................33 Application of Moneys in Event of Indenture Default ...................................33 CONCERNING THE TRUSTEE ............................................................................34 Duties of the Trustee .......................................................................................34 Rights of Trustee; Limited Liability of Trustee; Trustee’s Use of Agents .....34 Representations and Covenants of Trustee .....................................................37 Compensation .................................................................................................38 Notice of Default; Right to Investigate ...........................................................38 Obligation to Act on Defaults .........................................................................38 Reliance on Requisition, etc ...........................................................................39 Trustee May Own Certificates ........................................................................39 Construction of Ambiguous Provisions ..........................................................39 Resignation of Trustee ....................................................................................39 Removal of Trustee .........................................................................................39 Appointment of Successor Trustee .................................................................40 Qualification of Successor ..............................................................................40 Instruments of Succession...............................................................................40 Merger of Trustee ...........................................................................................40 Intervention by Trustee ...................................................................................40 Books and Records of the Trustee; Trustee Record Keeping .........................41 Environmental Matters....................................................................................41 SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND SITE LEASE ...............................................................................................42 Supplemental Indentures and Amendments Not Requiring Certificate Owners’ Consent .............................................................................................42 Supplemental Indentures and Amendments Requiring Certificate Owners’ Consent .............................................................................................42 Amendment of the Lease and the Site Lease ..................................................43 MISCELLANEOUS ..............................................................................................45 Evidence of Signature of Owners and Ownership of Certificates ..................45 Inspection of the Leased Property...................................................................45 Parties Interested Herein .................................................................................45 Titles, Headings, Etc .......................................................................................46 Severability .....................................................................................................46 Governing Law ...............................................................................................46 535 iii Execution in Counterparts...............................................................................46 Notices ............................................................................................................46 Successors and Assigns...................................................................................46 Payments Due on Saturdays, Sundays and Holidays ......................................46 Undertaking to Provide Ongoing Disclosure ..................................................47 Electronic Storage and Execution ...................................................................47 EXHIBIT A FORM OF CERTIFICATE.................................................................................A-1 536 1 INDENTURE OF TRUST THIS INDENTURE OF TRUST dated as of [_______], 2025 (this “Indenture”), is executed and delivered by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, duly organized and existing under the laws of the United States of America, acting solely in its role as trustee (the “Trustee”) for the benefit of the Owners of the Certificates as set forth in this Indenture. PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of this Indenture. RECITALS 1.This Indenture is being executed and delivered to provide for the execution, delivery and payment of and security for the Certificates, the proceeds of which will be used to finance the construction of the Development and to pay the Costs of the Project. The Certificates evidence undivided interests in the right to receive Revenues under the Lease. 2.Pursuant to the Lease, and subject to the rights of the Town to not appropriate the Base Rentals and Additional Rentals thereunder and, therefore, to not renew and to terminate the Lease and other limitations as therein provided, the Town is to pay certain Base Rentals directly to the Trustee, for the benefit of the Owners of the Certificates, in consideration of the Town’s right to possess and use the Leased Property. 3.The Trustee has entered into this Indenture for and on behalf of the Owners of the Certificates and the Trustee will hold the Revenues and the Leased Property and will exercise the Trustee’s rights under the Site Lease and the Lease for the equal and proportionate benefit of the Owners of the Certificates as described herein, and will disburse money received by the Trustee in accordance with this Indenture. 4.The proceeds from the sale of the Certificates to the Owners will be disbursed by the Trustee to implement the Development as described herein and in the Lease and for other purposes set forth herein. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that the Trustee, in consideration of the premises, the purchase of the Certificates by the Owners and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Certificates and all other amounts payable to the Owners with respect to the Certificates, to secure the performance and observance of all the covenants and conditions set forth in the Certificates and this Indenture, and to declare the terms and conditions upon and subject to which the Certificates are executed, delivered and secured, has executed and delivered this Indenture and has granted, assigned, pledged, bargained, sold, alienated, remised, released, conveyed, set over and confirmed, and by these presents does grant, assign, pledge, bargain, sell, alienate, remise, release, convey, set over and confirm, in trust upon the terms set forth herein all and singular the following described property, franchises and income, including any title or interest therein acquired after these presents, 537 2 all and singular the following described property, franchises and income, including any title therein acquired after these presents (collectively, the “Trust Estate”): (a)All rights, title and interest of the Trustee in, to and under the Site Lease and the Lease relating to the Leased Property, subject to Permitted Encumbrances (other than the Trustee’s rights to payment of its fees and expenses under the Site Lease, the Lease, and the rights of third parties to Additional Rentals payable to them under and the Lease); (b)All Revenues and any other receipts receivable by or on behalf of the Trustee pursuant to the Lease, including without limitation, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds; (c)All money and securities from time to time held by the Trustee under this Indenture in the Base Rentals Fund, Reserve Fund and the Costs of Execution and Delivery Fund (but not the Rebate Fund, or any defeasance escrow fund or account), any and all other property, revenues or funds from time to time hereafter by delivery or by writing of any kind specially granted, assigned or pledged as and for additional security hereunder, by any Person in favor of the Trustee, which shall accept any and all such property and hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD IN TRUST, NEVERTHELESS, the Trust Estate for the equal and ratable benefit and security of all Owners of the Certificates, without preference, priority or distinction as to lien or otherwise of any one Certificate over any other Certificate upon the terms and subject to the conditions hereinafter set forth. PROVIDED, HOWEVER, that if the principal of the Certificates, the premium, if any, and the interest due or to become due thereon, shall be paid at the times and in the manner mentioned in the Certificates, according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then, upon such final payments, this Indenture and the rights hereby granted shall cease, terminate and be void, otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Certificates are to be executed and delivered and all said property, rights, interests, revenues and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Trustee has agreed and covenanted, and does hereby agree and covenant, for the benefit of the Owners, as follows: 538 3 DEFINITIONS Certain Funds and Accounts. All references herein to any Funds and Accounts shall mean the Funds and Accounts so designated which are established pursuant to Article 3 hereof. Definitions. All capitalized terms defined in Article 1 of the Lease shall have the same meaning in this Indenture. In addition, the following capitalized terms shall have the following meanings under this Indenture, provided, however, that in the event of any inconsistency, any term defined below shall have the meaning ascribed to it in the Lease. “Additional Certificates” means Additional Certificates which may be executed and delivered pursuant to this Indenture. “Additional Rentals” means the payment or cost of all: (a)(i)reasonable expenses and fees of the Trustee related to the performance or discharge of its responsibilities under the provisions of the Lease, the Site Lease or this Indenture, including the reasonable fees and expenses of any person or firm employed by the Town to make rebate calculations under the provisions of Section 3.05 of this Indenture and the expenses of the Trustee in respect of any policy of insurance obtained in respect of the Certificates executed and delivered with respect to the Lease, (ii)the cost of insurance premiums and insurance deductible amounts under any insurance policy reasonably deemed to protect the Trustee from any liability under the Lease, approved by the Town Representative, which approval shall not be unreasonably withheld,(iii)reasonable legal fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from and against any legal claims related to the performance or discharge of its responsibilities under the provisions of the Lease, the Site Lease,or this Indenture, and (iv)reasonable expenses and fees of the Trustee incurred at the request of the Town Representative; (b)taxes, assessments, insurance premiums, utility charges, and costs of maintenance, upkeep, remediation and restoration, and repair and replacement with respect to the Leased Property and as otherwise required under the Lease; (c)payments into the Reserve Fund, payments to any surety provider as a result of draws of amounts under a Qualified Surety Bond and payments to the Rebate Fund for rebate payments as provided in the Lease; and (d)all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the Town fails to pay the same, as specifically set forth in the Lease) which the Town agrees to assume or pay as Additional Rentals under the Lease. Additional Rentals shall not include Base Rentals. “Approval of Special Counsel” means an opinion of Special Counsel to the effect that the matter proposed will not adversely affect the excludability from gross income for federal income 539 4 tax purposes of the Interest Portion of the Base Rentals paid by the Town under the Lease and attributable to the Certificates. “Authorized Denominations” means $5,000 or integral multiples of $5,000. “Base Rentals” means the rental payments payable by the Town to the Trustee during the Lease Term, which constitute payments payable by the Town for and in consideration of the right to possess and use the Leased Property as set forth in Exhibit C (Base Rentals Schedule) of the Lease. Base Rentals does not include Additional Rentals. “Base Rentals Fund” means the fund created under Section 3.03 hereof. “Beneficial Owners” means any person for which a DTC Participant acquires an interest in the Certificates. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Cede & Co.” means DTC’s nominee or any new nominee of DTC. “Certificate Purchase Agreement” means the Certificate Purchase Agreement between the Underwriter and the Trustee and acknowledged by the Town relating to the Certificates. “Certificates” means the “Certificates of Participation, Series 2025, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement, dated as of [_______], 2025, between U.S. Bank Trust Company, National Association, solely in its capacity as trustee under the Indenture, as lessor, and the Town of Vail, Colorado, as lessee,” dated as of their date of delivery, executed and delivered pursuant to this Indenture. “Charter” means the Town of Vail Home Rule Charter, as amended. “Closing” means the date of execution and delivery of the Certificates. “Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the Site Lease and the Lease and related to the authorization, sale, execution and delivery of the Certificates and to be paid from the Costs of Execution and Delivery Fund, including but not limited to, survey costs, title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Site Lease and the Lease, costs of preparation and reproduction of documents, costs of printing the Certificates and the Preliminary and final Official Statements prepared in connection with the offering of the Certificates, costs of Rating Agencies and costs to provide information required by Rating Agencies for the rating or proposed rating of Certificates, initial fees and charges of the Trustee and Paying Agent, legal fees and charges, including fees and expenses of Special Counsel, Special (Disclosure) Counsel, Counsel to the Trustee, if any, and Counsel to the Underwriter, if any, fees and disbursements of other professionals and the Underwriter, fees and charges for preparation, execution and safekeeping of the Certificates, premiums for insurance on the 540 5 Certificates or for the costs of Qualified Surety Bonds that are deposited to the Reserve Fund in connection with the execution and delivery of the Certificates, and any other cost, charge or fee in connection with the original sale and the execution and delivery of the Certificates; provided, however, that Additional Rentals shall not be Costs of Execution and Delivery of the Certificates and are to be paid by the Town as provided in the Lease. “Costs of Execution and Delivery Fund” means the fund created under Section 3.06 hereof. “Council” means the Town Council of the Town. “C.R.S.” means Colorado Revised Statutes, as amended from time to time. “Depository” means any securities depository as the Trustee may provide and appoint pursuant to Section 2.03 hereof, in accordance with then current guidelines of the Securities and Exchange Commission, which shall act as securities depository for the Certificates. “Development”means the West Middle Creek housing development, a for-rent housing development located in the Town. “DTC” means the Depository Trust Company, New York, New York, and its successors and assigns. “DTC Participant(s)” means any broker-dealer, bank or other financial institution from time to time for which DTC holds Certificates as Depository. “Electronic Means”or “electronic means” means telecopy, facsimile transmission, email transmission or other similar electronic means of communication providing evidence of transmission. “Event(s) of Indenture Default” means those defaults specified in Section 7.01 of this Indenture. “Extraordinary Mandatory Redemption” means any redemption made pursuant to Section 4.03 hereof. “Federal Securities” means non-callable bills, certificates of indebtedness, notes or bonds which are direct obligations of, or the principal of and interest on which are unconditionally guaranteed by, the United States of America. “Finance Director” means the Finance Director of the Town or his or her successor in functions, if any. “Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar year and ends on December 31 of the same calendar year, or any other twelve month period which the Town or other appropriate authority hereafter may establish, after notification to the Trustee and the Owners, as the Town’s fiscal year. 541 6 “Indenture” means this Indenture of Trust dated as of [_______], 2025, executed and delivered by the Trustee as the same may be hereafter amended or supplemented. “Interest Payment Date” means, in respect of the Certificates, each June 1 and December 1, commencing [June 1, 2025]. “Lease” means the Lease Purchase Agreement dated as of [_______], 2025, between the Trustee, as lessor, and the Town, as lessee, as the same may be amended. “Leased Property” means the Site and the premises, buildings and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Lease, together with any and all additions and modifications thereto and replacements thereof, including, without limitation, the Permitted Encumbrances and any New Facility. “Mayor” means the Mayor of the Town. “New Facility” means any real property, buildings or equipment leased by the Town to the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant to a future amendment to the Lease in connection with the execution and delivery of Additional Certificates. “Optional Redemption” means any redemption made pursuant to Section 4.01 hereof and as provided in the form of the Certificates set forth in Exhibit A hereto. “Optional Redemption Date” means the date of redemption of the Certificates upon Prepayment of Base Rentals or the payment of the Purchase Option Price under the Lease. “Outstanding” means, with respect to the Certificates, all Certificates executed and delivered pursuant to this Indenture as of the time in question, except: (a)All Certificates theretofore canceled or required to be canceled under Section 2.07 of this Indenture; (b)Certificates in substitution for which other Certificates have been executed and delivered under Sections 2.05 or 2.06 of this Indenture; (c)Certificates which have been redeemed as provided in Article 4 of this Indenture; (d)Certificates for the payment or redemption of which provision has been made in accordance with Article 6 of this Indenture; provided that, if such Certificates are being redeemed, the required notice of redemption has been given or provision satisfactory to the Trustee has been made therefor; and (e)Certificates deemed to have been paid pursuant to Section 6.01 of this Indenture. “Owner” means the registered owner of any Certificates and Beneficial Owners. 542 7 “Paying Agent” means the Trustee or any successor or additional paying agent appointed pursuant to this Indenture. “Permitted Investments” means those investments the Town is authorized to make under the Charter and the laws of the State of Colorado “Prepayment” means any amount paid by the Town pursuant to the provisions of the Lease as a prepayment of the Base Rentals due thereunder. “Project” means, to the extent financed with the proceeds of the Certificates, the granting of a loan to the Vail Home Partners Corporation to acquire, construct, install, and equip the Development, including any legally permitted costs and expenditures in connection therewith, all for public purposes, and as authorized by law, and payment of the costs of issuing the Certificates. “Qualified Surety Bond”means any insurance policy, surety bond, irrevocable letter of credit, or similar instrument deposited in or credited to the Reserve Fund in lieu of or in partial substitution for moneys on deposit therein. “Rating Agency” or “Rating Agencies” means Moody’s Investors Service or other nationally recognized securities rating agency or agencies as may be directed by the Town in writing to the Trustee. “Rebate Fund” means the fund created under Section 3.05 hereof. “Regular Record Date” means the close of business on the 15th day of the calendar month immediately preceding the Interest Payment Date (whether or not a Business Day). “Reserve Fund”means the special fund maintained under and to be disbursed as provided in Section 3.04 of this Indenture, if any. The Reserve Fund shall secure the payment of the Certificates and any Additional Certificates on a separate basis, if such a reserve fund is otherwise provided in the ordinance or indenture authorizing the issuance of Additional Certificates. “Reserve Fund Requirement”if specified in the Sale Certificate, means the least of (i) 10% of the proceeds of the Certificates, (ii) the maximum annual principal and interest payable with respect to the Certificates, or (iii) 125% of the average annual principal and interest payable with respect to the Certificates. For purposes of this definition of Reserve Fund Requirement, the term “proceeds” means the aggregate stated principal amount of such Certificates, unless there is more than a de minimis amount (as defined in Section 1.148-1(b) of the Regulations) of original issue discount or premium, in which case “proceeds” means issue price. The Reserve Fund, if any, shall secure only each individual series of Certificates. Separate Reserve Funds shall be established for any series of Additional Certificates issued pursuant to this Indenture. “Revenues” means (a) all amounts payable by or on behalf of the Town or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, prepayments under the Lease, the Purchase Option Price and Net Proceeds, but not including Additional Rentals (except for payments made by the Town as Additional Rentals to initially fund or replenish the Reserve Fund); (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund and the Reserve Fund, each created under this Indenture; (c) any moneys 543 8 which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under this Indenture (except for moneys and securities held in the Rebate Fund or any other defeasance escrow account). “Site” means the real property owned by the Town and leased by the Town to the Trustee under the Site Lease and subleased by the Trustee to the Town under the Lease, the legal description of which is set forth in Exhibit A to the Lease. “Site Lease” means the Site Lease Agreement, dated as of [_______], 2025, between the Town, as lessor, and the Trustee, as lessee, as the same may hereafter be amended. “Special Counsel” means any counsel experienced in matters of municipal law and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any successor publication. So long as the Lease Term is in effect, the Town shall have the right to select Special Counsel. “Supplemental Act” means the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. “Tax Certificate” means the Tax Compliance and No Arbitrage Certificate entered into by the Town with respect to the Lease and the Certificates. “Tax Code” means the Internal Revenue Code of 1986, as amended, and all regulations and rulings promulgated thereunder. “Town” means the Town of Vail, Colorado. “Town Manager” means the Town Manager of the Town or the Town Manager’s successor in functions, if any. “Town Representative” means the Mayor, the Town Manager, or the Finance Director or such other person at the time designated to act on behalf of the Town for the purpose of performing any act under the Lease, the Site Lease or this Indenture by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Town by the Mayor. “Trust Estate” means all of the property placed in trust by the Trustee pursuant to the Granting Clauses hereof. “Trustee” means U.S. Bank Trust Company, National Association, solely in its capacity as Trustee under this Indenture for the benefit of the Owners of the Certificates and any Additional Certificates, and its successors and assigns. “Underwriter” means Piper Sandler & Co., Denver, Colorado. 544 9 THE CERTIFICATES Amount of the Certificates; Nature of the Certificates. Except as provided in Section 2.08 hereof, the aggregate original principal amount of Certificates that may be executed and delivered pursuant to this Indenture shall be $[_____]. The Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other Revenues. The Certificates shall constitute a contract between the Trustee and the Owners. In no event shall any decision by the Council not to appropriate any amounts payable under the Lease be construed to constitute an action impairing such contract. The Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other revenues. In no event shall any decision by the Council not to appropriate any amounts payable under the Lease be construed to constitute an action impairing such contract. The Certificates shall not constitute a mandatory charge or requirement of the Town in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the Town or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town, within the meaning of any constitutional, home rule charter or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the Town to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the Town’s then current Fiscal Year. Forms, Denominations, Maturities and Other Terms of Certificates. The Certificates shall be in substantially the form attached hereto as Exhibit A and all provisions and terms of the Certificates set forth therein are incorporated in this Indenture. The Certificates shall be executed and delivered in fully registered form in Authorized Denominations not exceeding the aggregate principal amount stated to mature on any given date. The Certificates shall be numbered consecutively in such manner as the Trustee determines; provided that while the Certificates are held by a Depository, one Certificate shall be executed and delivered for each maturity bearing interest at the same interest rate of the Outstanding Certificates. The Certificates are executed and delivered under the authority of the Supplemental Act and shall so recite. Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of the Certificates after their delivery for value. The Certificates shall be dated [_______], 2025. The Certificates bear interest from their date to maturity or prior redemption at the rates per annum set forth below, payable on each Interest Payment Date and calculated on the basis of a 360-day year of twelve 30-day months. The payment of principal, premium, if any, and interest represented by the Certificates shall be made in lawful money of the United States of America. 545 10 The Certificates shall mature on the dates and in the amounts, with interest thereon, at the rates per annum set forth below: Maturity Date (December 1) Principal Amount Interest Rate TOTAL $[_____] The Certificates are subject to redemption prior to maturity, all as provided in Article 4 hereof. Except for any Certificates for which DTC is acting as Depository or for an Owner of $1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on all Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any Certificates for which DTC is acting as Depository, the principal of, premium, if any, and interest on such Certificates shall be payable as directed in writing by the Depository. In the case of an Owner of $1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on such Certificates shall be payable by wire transfer of funds to a bank account located in the United States designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the Regular Record Date, irrespective of any transfer of ownership of Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by electronic means or by first class mail postage prepaid at least ten (10) days prior 546 11 to the special record date, to the Owner of each Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Execution; Global Book-Entry System. Each Certificate shall be executed with the manual signature of a duly authorized representative of the Trustee. It shall not be necessary that the same authorized representative of the Trustee sign all of the Certificates executed and delivered hereunder. In case any authorized representative of the Trustee whose signature appears on the Certificates ceases to be such representative before delivery of the Certificates, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such authorized representative had remained as such authorized representative until delivery. No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit hereunder unless and until executed in the manner prescribed by this Section, and such execution of any Certificate shall be conclusive evidence that such Certificate has been properly executed and delivered hereunder. DTC is initially acting as Depository for any Certificates. The Certificates for which DTC is acting as Depository shall be initially executed and delivered as set forth herein with a separate fully registered certificate (in printed or type-written form) for each of the maturities bearing interest at the same interest rate of the Certificates. Upon initial execution and delivery, the ownership of any Certificates for which DTC is acting as Depository shall be registered in the registration books kept by the Trustee, in the name of Cede & Co., as the nominee of DTC or such other nominee as DTC shall appoint in writing to the Trustee. The Trustee is hereby authorized to take any and all actions as may be necessary and not inconsistent with this Indenture in order to qualify any Certificates for the Depository’s book-entry system, including the execution of the Depository’s form of Representation Letter. With respect to any Certificates which shall or may be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the Trustee shall not have any responsibility or obligation to any DTC Participants or to any Beneficial Owners. Without limiting the immediately preceding sentence, the Trustee shall not have any responsibility or obligation with respect to (a)the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (b)the delivery to any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Certificates, including any notice of redemption, or (c)the payment to any DTC Participant, any Beneficial Owner or any other person,other than DTC, of any amount with respect to the principal of and premium, if any, or interest on the Certificates; except that so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, any Beneficial Owner of $1,000,000 or more in aggregate principal amount of Certificates who has filed a written request to receive notices, containing such Beneficial Owner’s name and address, with the Trustee shall be provided with all notices relating to such Certificates by the Trustee. Except as set forth above, the Trustee may treat as and deem DTC or its nominee to be the absolute Owner of each Certificate for which DTC is acting as Depository for all purposes, including payment of the principal of and premium and interest on such Certificate, giving notices of redemption and registering transfers with respect to such Certificates. The Trustee shall pay all 547 12 principal of and interest on the Certificates only to or upon the order of the Owners as shown on the registration books kept by the Trustee or their respective attorneys duly authorized in writing and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to the principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown on the registration books kept by the Trustee, shall receive a Certificate. Upon delivery by DTC to the DTC Participants and the Trustee, a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to any Certificates at any time after giving written notice to the Trustee and discharging its responsibilities with respect thereto under applicable law. The Trustee, upon the written direction of the Town, may terminate the services of DTC with respect to any Certificates if it determines that DTC is unable to discharge its responsibilities with respect to such Certificates or that continuation of the system of book-entry transfers through DTC is not in the best interests of the Beneficial Owners,and the Trustee shall provide notice of such termination to the Depository. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute depository willing to undertake the functions of DTC in respect of the Certificates can be found which, in the opinion of the Town is willing and able to undertake such functions upon reasonable or customary terms, or if the Town determines that it is in the best interests of the Beneficial Owners of the Certificates that they be able to obtain certificated Certificates, the Certificates shall no longer be restricted to being registered in the registration books of the Trustee in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Certificates will be delivered to the Beneficial Owners. Delivery of Certificates. Upon the execution and delivery of this Indenture, the Trustee is authorized to execute the Certificates in the name of Cede & Co. and to deliver the Certificates as directed by DTC in the aggregate principal amounts, maturities and interest rates set forth in Section 2.01 hereof, as provided in this Section: (a)Before or upon the delivery by the Trustee of any of the Certificates, there shall be filed with the Trustee an originally executed counterpart of this Indenture, the Lease, the Site Lease and a title insurance commitment or commitments (with a title insurance policy to be delivered in a timely fashion after the delivery of the Certificates) under which the Trustee’s leasehold interests in the Leased Property are insured; and (b)Thereupon, the Trustee shall execute and deliver the Certificates to DTC or the purchasers thereof, upon payment to the Trustee of the purchase price set forth in the Certificate Purchase Agreement. Notwithstanding anything herein to the contrary, the Trustee is authorized to execute and transfer or cause to be transferred to DTC in advance of the date of execution and delivery of the Certificates, Certificates to effect the 548 13 registration and delivery thereof to the Owners pending and subject to the delivery of the opinion of Special Counsel necessary to effect the delivery of the Certificates. Mutilated, Lost, Stolen or Destroyed Certificates. In the event the Certificates are in the hands of DTC or Owners and one or more of the Certificates is mutilated, lost, stolen or destroyed, a new Certificate may be executed by the Trustee, of like date, series, maturity, interest rate and denomination as that mutilated, lost, stolen or destroyed; provided that the Trustee shall have received indemnity from DTC or the Owner of the Certificate, as the case may be, satisfactory to it and provided further, in case of any mutilated Certificate, that such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Certificate, that there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee. In the event that any such Certificate shall have matured, instead of executing and delivering a duplicate Certificate, the Trustee may pay the same without surrender thereof. The Trustee may charge DTC or the Owner of the Certificate, as the case may be, with its reasonable fees and expenses in connection herewith. Registration of Certificates; Persons Treated as Owners; Transfer and Exchange of Certificates. Books for the registration and for the transfer of Certificates shall be kept by the Trustee which is hereby appointed the registrar. Upon surrender for transfer of any Certificate at the principal corporate trust office of the Trustee or at such other location as it shall designate, the Trustee shall execute and deliver in the name of the transferee or transferees a new Certificate or Certificates of the same series, of a like aggregate principal amount and interest rate and of the same maturity. Certificates may be exchanged at the principal corporate trust office of the Trustee or at such other location as it shall designate for an equal aggregate principal amount of Certificates of the same series, interest rate, and the same maturity of other Authorized Denominations. The Trustee shall execute and deliver Certificates which the Owner making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. All Certificates presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his or her attorney duly authorized in writing. The Trustee shall not be required to transfer or exchange any Certificate during the period of fifteen (15) days next preceding any Interest Payment Date nor to transfer or exchange any Certificate after providing of notice calling such Certificate for redemption has been made as herein provided, nor during the period of fifteen (15) days next preceding the provision of such notice of redemption. New Certificates delivered upon any transfer or exchange shall evidence the same obligations as the Certificates surrendered, shall be secured by this Indenture and entitled to all of the security and benefits hereof to the same extent as the Certificates surrendered. The person in whose name any Certificate shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either principal or interest on any Certificate shall be made only to or upon the written order of the Owner thereof or his, her or its 549 14 legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge such Certificate to the extent of the sum or sums paid. The Trustee shall require the payment, by any Owner requesting exchange or transfer of Certificates, of any transfer fees, tax, fee or other governmental charge required to be paid with respect to such exchange or transfer as a precondition to such exchange or transfer. Cancellation of Certificates. Whenever any outstanding Certificates shall be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment thereof or for or after replacement pursuant to Sections 2.05 or 2.06 hereof, such Certificates shall be promptly canceled and destroyed by the Trustee in accordance with customary practices of the Trustee and applicable record retention requirements. Additional Certificates. So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth herein. The principal of any Additional Certificates shall mature on December 1 and the Interest Payment Dates therefor shall be the same as the Interest Payment Dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide moneys to pay any one or more of the following: (a)The costs of acquiring, constructing, improving and installing any capital improvements of the Town or any New Facility, or of acquiring a Site for any capital projects or New Facility (and costs reasonably related thereto); (b)The costs of completing the Project or making, at any time or from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the Town may deem necessary or desirable, and as in accordance with the provisions of the Lease; or (c)For the purpose of refunding or refinancing all or any portion of Outstanding Certificates or Additional Certificates. In such case, the Costs of Execution and Delivery of the Additional Certificates, the amount to be deposited to a separate Reserve Fund, if any, for such Additional Certificates, or the costs of acquiring a Qualified Surety Bond,and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. 550 15 Additional Certificates may be executed and delivered only upon there being furnished to the Trustee: (a)Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Site Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and (b)A commitment or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased, if necessary, to reflect the amount of the Additional Certificates and all other Outstanding Certificates (or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property); and (c)A written opinion of Special Counsel to the effect that: (i)the execution and delivery of Additional Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; (ii)the excludability of interest from gross income for federal income tax purposes on Outstanding Certificates will not be adversely affected by the execution and delivery of the Additional Certificates being executed and delivered; and (iii)the sale, execution and delivery of the Additional Certificates, in and of themselves, will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations herein or in the Lease; and (d)Written directions from the underwriter, placement agent or financial advisor with respect of the Additional Certificates, together with written acknowledgment of the Town Representative, to the Trustee to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. Each Additional Certificate executed and delivered pursuant to this Section shall evidence a proportionate interest in the rights to receive the Revenues under this Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. References to “Certificates” in this Indenture shall include Additional Certificates where applicable. Uniform Commercial Code. Subject to the registration provisions hereof, the Certificates shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the holders or owners of investment securities under the provisions of the Uniform Commercial Code-Investment Securities. The principal of and interest on the Certificates shall be paid, and the Certificates shall be transferable, 551 16 free from and without regard to any equities, set-offs or cross-claims between or among the Town, the Trustee and the original or any intermediate owner of any Certificates. 552 17 REVENUES AND FUNDS Segregation and Disposition of Proceeds of Certificates. The proceeds of the Certificates (net of Underwriter’s discount plus original issue premium) shall be accounted for as follows: (a)$[_____]shall be deposited with the Town and loaned to the Corporation to finance the costs of the Project in accordance with this Indenture and the Tax Certificate. (b)$[_____]shall be deposited in the Costs of Execution and Delivery Fund and applied to the Costs of Execution and Delivery of the Lease, the Site Lease and the Certificates. Application of Revenues and Other Moneys. (a)All Base Rentals payable under the Lease and other Revenues shall be paid directly to the Trustee. If the Trustee receives any other payments on account of the Lease, the Trustee shall immediately deposit the same as provided below. (b)Except for Net Proceeds to be applied pursuant to Section 9.02 of the Lease and Additional Rentals required to be deposited in the Reserve Fund, if any, the Trustee shall deposit all Revenues and any other payments received in respect of the Lease, immediately upon receipt thereof, to the Base Rentals Fund in an amount required to cause the aggregate amount on deposit therein to equal the amount then required to make the principal and interest payments due on the Certificates on the next Interest Payment Date. In the event that the Trustee receives Prepayments under the Lease, the Trustee shall apply such Prepayments to the Optional Redemption of the Certificates or portions thereof in accordance with Section 4.01 hereof. Base Rentals Fund. A special fund is hereby created and established with the Trustee designated the “Town of Vail, Colorado, 2025 Lease Purchase Agreement, Base Rentals Fund” which shall be used for the deposit of all Revenues, upon receipt thereof by the Trustee, except for Net Proceeds to be applied pursuant to Section 9.02 of the Lease and Additional Rentals required to be deposited in the Reserve Fund. Moneys in the Base Rentals Fund shall be used solely for the payment of the principal of and interest on the Certificates whether on an Interest Payment Date, at maturity or upon prior redemption, except as provided in Section 3.05 hereof. The Base Rentals Fund shall be in the custody of the Trustee. Base Rental payments are due and payable to the Trustee on or before each May 15 and November 15 of each year during the Lease Term. The Trustee shall withdraw sufficient funds from the Base Rentals Fund to pay the principal of and interest on the Certificates as the same become due and payable whether on an Interest Payment Date, at maturity or upon prior redemption, which responsibility, to the extent of the moneys therein, the Trustee hereby accepts. Any moneys held in the Base Rentals Fund shall be invested by the Trustee in accordance with Article 5 hereof. 553 18 Reserve Fund A special fund is hereby created to be held by the Trustee and designated as the “Town of Vail, Colorado, 2025 Lease Purchase Agreement Reserve Fund” (the “Reserve Fund”). THE RESERVE FUND IS NOT REQUIRED AND SHALL NOT BE FUNDED AT THE TIME OF EXECUTION AND DELIVERY OF THE CERTIFICATES. Concurrently with the execution and delivery of any series of Additional Certificates that are secured by the Reserve Fund, there shall be deposited to a separate account of the Reserve Fund, from the proceeds derived from the sale of such Additional Certificates or from other available moneys, such amount, if any, as may be necessary to fund the separate Reserve Fund to the then applicable Reserve Fund Requirement. Any moneys paid by the Town pursuant to the last paragraph of this Section 3.04 shall also be deposited to the Reserve Fund. Moneys held in the Reserve Fund shall be invested and reinvested by the Trustee in accordance with Article 5 of this Indenture. Except to the extent transferred to the Rebate Fund, income derived from the investment of the moneys in the Reserve Fund shall be retained in the Reserve Fund to the extent the amount on deposit therein is less than the Reserve Fund Requirement. If the amount on deposit in the Reserve Fund exceeds the Reserve Fund Requirement for any reason, the amount to be released from the Reserve Fund shall be applied as directed in writing by the Town. Any excess amount released from the Reserve Fund may be deposited in the Base Rentals Fund, for use as provided in Section 3.03 hereof, or deposited into a defeasance escrow account, or may be applied for other purposes, as directed in writing by the Town and in accordance with the Town’s covenant in Section 10.5 of the Lease. Except as hereinafter provided, moneys held in the Reserve Fund, excluding income derived from the investment thereof, shall be applied to any of the following purposes: (a)To the payment of the principal amount of the Certificates and any Additional Certificates secured by the Reserve Fund and interest thereon, as the same shall become due, to the extent of any deficiency in the Base Rentals Fund; (b)At the option of the Trustee, to the payment of any Additional Rentals in the event the Town fails to make payment thereof; (c)At the option of the Trustee, subsequent to the occurrence of an Event of Nonappropriation or an Event of Indenture Default, to the payment of any cost or expense necessary to preserve or protect the Leased Property or the interest of the Trustee or the Certificate Owners therein, or necessary to make any repairs or modifications to the Leased Property in preparation for subleasing the Leased Property or other disposition thereof, or the fees and expenses of the Trustee including fees and expenses of its Counsel, as the Trustee may deem to be in the best interests of the Certificate Owners; (d)Except to the extent applied pursuant to (c) above, upon the termination of the Lease Term by reason of the occurrence of an Event of Nonappropriation or an Event of Indenture Default, to the redemption or payment of the Certificates and any Additional Certificates secured by the Reserve Fund then Outstanding and the payment of interest thereon; 554 19 (e)In the event that the Town shall exercise its option to purchase the Trustee’s leasehold interest in the Leased Property and terminate the Lease Term upon payment of the Purchase Option Price, to the Town, or, at the option of the Town, as a reduction of such Purchase Option Price; (f)At the option of the Town, in reduction of the final and, to the extent sufficient therefor, the next preceding payments of Base Rentals (in inverse order) payable by the Town under the Lease; or (g)To be deposited in escrow for the payment or defeasance of the Certificates and any Additional Certificates secured by the Reserve Fund pursuant to Article 6 hereof. Notwithstanding the foregoing or any other provisions in this Indenture, to the extent that the Reserve Fund is funded in whole or in part with a Qualified Surety Bond, the Trustee shall draw on any such Qualified Surety Bond only for the purpose of paying the principal of or interest on the Certificates secured by such Qualified Surety Bond to the extent of any deficiency in the Base Rental Fund and for no other purposes, unless approved in writing by the provider of such Qualified Surety Bond. The Town may at any time substitute (i) cash or Permitted Investments for a Qualified Surety Bond, (ii) a Qualified Surety Bond for cash or Permitted Investments, (iii) a Qualified Surety Bond for another Qualified Surety Bond so long as the amount on deposit in the Reserve Fund after any such substitution is at least equal to the Reserve Fund Requirement, or (iv) a combination of cash and/or one or more Qualified Surety Bonds. Notwithstanding the foregoing, or any other provisions contained herein, no Qualified Surety Bond shall be accepted by the Trustee for substitution for cash or Permitted Investments unless the Trustee has received an opinion of Special Counsel to the effect that such substitution and the intended use by the Town of the cash or Permitted Investments to be released from the Reserve Fund will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Certificates. For the purposes of determining the amount on deposit in the Reserve Fund, a Qualified Surety Bond shall be valued at the amount available to be drawn thereunder. If the Reserve Fund contains both cash and a Qualified Surety Bond, all cash held in the Reserve Fund shall be applied to the purposes of the Reserve Fund before a demand is made on the Qualified Surety Bond. In the event that the Reserve Fund contains two or more Qualified Surety Bonds, demands shall be made on such Qualified Surety Bonds on a pro-rata basis. All Revenues available for replenishment of the Reserve Fund shall be applied first to reimburse the providers of the Qualified Surety Bonds, and second to replenish cash in the Reserve Fund. To the extent that draws are made on a Qualified Surety Bond that has been deposited in the Reserve Fund, the Town has agreed to make any required payments to the provider of such Qualified Surety Bond as Additional Rentals. The Town has further agreed that failure by the Town to budget and appropriate moneys for the payment of Additional Rentals shall constitute an Event of Nonappropriation. 555 20 Rebate Fund. A special fund is hereby created and established to be held by the Trustee, and to be designated the “Town of Vail, Colorado, 2025 Lease Purchase Agreement, Rebate Fund” (the “Rebate Fund”). To the extent necessary to comply with the provisions of the Tax Certificate, the Trustee shall transfer into the Rebate Fund investment income on moneys in any fund created hereunder (except defeasance escrows). In addition to the deposit of investment income as provided herein, there shall be deposited into the Rebate Fund moneys received from the Town as Additional Rentals for rebate payments pursuant to the Lease; moneys transferred to the Rebate Fund from any other fund created hereunder pursuant to the provisions of this Section; and all other moneys received by the Trustee when accompanied by directions not inconsistent with the Lease or this Indenture that such moneys are to be paid into an account of the Rebate Fund. The Town will cause (or direct the Trustee to cause) amounts on deposit in the Rebate Fund to be forwarded to the United States Treasury at the address and times provided in the Tax Certificate, and in the amounts calculated to ensure that the Town’s rebate obligations are met, in accordance with the Town’s tax covenants in Section 10.5 of the Lease. Amounts on deposit in the Rebate Fund shall not be subject to the lien of this Indenture to the extent that such amounts are required to be paid to the United States Treasury. If, at any time after the Trustee receives instructions by the Town to make any payments from the Rebate Fund, the Trustee determines that the moneys on deposit in an account of the Rebate Fund are insufficient for the purposes thereof, and if the Trustee does not receive Additional Rentals or cannot transfer investment income so as to make the amount on deposit in the appropriate account in the Rebate Fund sufficient for its purpose, the Trustee may transfer moneys to an account in the Rebate Fund from the following funds in the following order of priority: the Reserve Fund (to the extent it is cash-funded), and the Base Rentals Fund. Any moneys so advanced from the Reserve Fund shall be included in the Town’s estimates of Additional Rentals for the ensuing Fiscal Year pursuant to the Lease, and any moneys so advanced from the Base Rentals Fund shall be included as an Additional Rental for the current Fiscal Year pursuant to the Lease, and shall be repaid to the fund from which advanced upon payment to the Trustee of such Additional Rentals. Upon receipt by the Trustee of an opinion of Special Counsel to the effect that the amount in an account of the Rebate Fund is in excess of the amount required to be therein pursuant to the provisions of the Tax Certificate, such excess shall be transferred to the Base Rentals Fund. The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report. The Town may, at its own expense, retain an independent firm of professionals in such area to calculate such rebate amounts. Notwithstanding the foregoing, in the event that the Lease has been terminated or the Town has failed to comply with Section 10.5 thereof so as to make the amount on deposit in the Rebate Fund sufficient for its purpose, the Trustee shall make transfers of investment income or of moneys from the Base Rentals Fund in such combination as the Trustee determines to be in the best interests of the Certificate Owners. Costs of Execution and Delivery Fund. A special fund is hereby created and established with the Trustee and designated the “Town of Vail, Colorado, 2025 Lease Purchase Agreement Costs of Execution and Delivery Fund.” Upon the delivery of the Certificates there shall be deposited into the Costs of Execution and Delivery Fund from the proceeds of the 556 21 Certificates the amounts directed by Section 3.01 hereof and the Underwriter shall deliver to the Trustee a closing memorandum detailing the anticipated amounts of Costs of Execution and Delivery. Payments from the Costs of Execution and Delivery Fund shall be made by the Trustee upon receipt of a statement or a bill for the provision of Costs of Execution and Delivery of the Certificates approved by the Town Representative. The Trustee shall transfer all moneys remaining in the Costs of Execution and Delivery Fund to the Town upon the final payment of all Costs of Execution and Delivery (and in any event not later than ninety (90) days following the Closing), as certified in writing by the Town Representative. Any such remaining amounts so transferred to the Town shall be deposited by the Town in the Base Rentals Fund. Moneys to be Held in Trust. The ownership of the Base Rentals Fund, Reserve Fund, the Costs of Execution and Delivery Fund, and all accounts within such Funds and any other fund or account created hereunder (except defeasance escrow account) shall be held in trust by the Trustee for the benefit of the Owners of the Certificates; provided that moneys in the Rebate Fund not be held in trust and shall be used only for the specific purpose provided in Section 3.05 hereof. Furthermore, the Trustee shall have no responsibility over or deemed knowledge of any escrow, defeasance, or other fund or account not in trust under this Indenture. Nonpresentment of Certificates. Any moneys deposited with the Trustee pursuant to the terms of this Indenture to be used for the payment of principal of, premium, if any, or interest on any of the Certificates and remaining unclaimed by the Owners of such Certificates for a period of three years after the final due date of any Certificate (during which three-year period such moneys shall not be required to be invested by the trustee), whether the final date of maturity or the final redemption date, shall, if the Town is not at the time, to the knowledge of the Trustee, be in default with respect to any of the terms and conditions contained in this Indenture, in the Certificates or under the Lease, be paid to the Town and such Owners shall thereafter look only to the Town for payment and then only (a)to the extent of the amounts so received by the Town from the Trustee without interest thereon, (b)subject to the defense of any applicable statute of limitations and (c)subject to the Town’s Appropriation of such payment. After payment by the Trustee of all of the foregoing, if any moneys are then remaining under this Indenture, the Trustee shall pay such moneys to the Town as an overpayment of Base Rentals. Repayment to the Town from the Trustee. After payment in full of the Certificates, the interest thereon, any premium thereon, the fees, charges and expenses of the Trustee, any amount required to be deposited to the Rebate Fund, and all other amounts required to be paid hereunder, any amounts remaining in the Base Rentals Fund, Reserve Fund to the extent it is cash funded), the Costs of Execution and Delivery Fund, or otherwise held by the Trustee pursuant hereto (but excluding the Rebate Fund and any defeasance escrow accounts) shall be paid to the Town upon the expiration or sooner termination of the Lease Term as a return of an overpayment of Base Rentals. After payment of all amounts due and owing the federal government held in the Rebate Fund, if any, any excess amounts in the Rebate Fund shall be paid to the Town. 557 22 REDEMPTION OF CERTIFICATES Optional Redemption. The Certificates maturing on or prior to December 1,20[__],shall not be subject to optional redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[__],shall be subject to redemption prior to their respective maturity dates at the option of the Town, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Town determines and by lot within a maturity, on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. In the case of a Prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the Town Representative pursuant to Section 6.2(a) of the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the Certificates that remain Outstanding after such Optional Redemption. For such confirmation, the Trustee may rely on a certification of the Town Representative or other person as provided in Section 8.07 hereof. Mandatory Sinking Fund Redemption. The Certificates maturing on December 1, 20[__], December 1, 20[__], and December 1,20[__](the “Term Certificates”) are subject to mandatory sinking fund redemption as follows: The following principal amounts of the Certificates maturing December 1,20[__], are subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of the following years: Redemption Date (December 1) Principal Amount _________________ *Final Maturity The following principal amounts of the Certificates maturing December 1,20[__], are subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of the following years: 558 23 Redemption Date (December 1) Principal Amount _________________ *Final Maturity The following principal amounts of the Certificates maturing December 1,20[__], are subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of the following years: Redemption Date (December 1) Principal Amount _________________ *Final Maturity On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to call the Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such Term Certificates) for redemption from the sinking fund on the next December 1, and give notice of such call without other instruction or notice from the Town. The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the Town. Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of: (a)An Event of Nonappropriation, or (b)An Event of Lease Default, or (c)In the event that (1)the Leased Property is damaged or destroyed in whole or in part by fire or other casualty, or (2)title to, or the temporary or permanent use of, the Leased Property has been taken by eminent domain by any governmental body or (3)breach of warranty or any material defect with respect to the Leased Property becomes apparent or (4)title to or the use of all or any part of the Leased Property is lost by reason 559 24 of a defect in title thereto or any other reason and the Net Proceeds of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, shall be insufficient to pay in full, the cost of repairing or replacing the Leased Property, and the Town does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to this Indenture for such purpose, then all Outstanding Certificates shall be required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under this Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in Section 8.01(d) of this Indenture, without any further demand or notice, shall, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates shall be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys shall be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys shall be paid to the Town as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee shall be entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED PURSUANT TO THIS SECTION 4.03FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT SHALL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE RELATED CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE TOWN. Notwithstanding the foregoing or any other provisions to the contrary in the Lease or this Indenture, if the Net Proceeds resulting from the exercise of such Lease Remedies are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the 560 25 redemption date, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in Section 8.01(d) of this Indenture, shall, determine that the Certificates shall not be subject to extraordinary mandatory redemption under this Section 4.03, in which event the Trustee will not apply any Net Proceeds or other available moneys to the redemption of any Certificates prior to their respective maturity dates. In such event, the Trustee shall (a) allocate such Net Proceeds (together with any other available moneys held under this Indenture), proportionately among all Outstanding Certificates, and (b) apply such allocation of Net Proceeds to the payment of the principal of and interest on the Certificates on the regularly scheduled maturity and Interest Payment Dates of the Certificates. Partial Redemption. The Certificates shall be redeemed only in integral multiples of $5,000. The Trustee shall treat any Certificate of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Trustee shall execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed under any provision of this Indenture, the Trustee shall, not less than thirty (30) and not more than sixty (60) days prior to the redemption date (except for Extraordinary Mandatory Redemption under Section 4.03, which notice shall be immediate), give notice of redemption to all Owners of all Certificates to be redeemed by electronic means or by mail at their registered addresses, by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository or its nominee, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository. In addition, the Trustee shall at all reasonable times make available to the Town and any Certificate Owner, including the Depository, if applicable, information as to Certificates which have been redeemed or called for redemption. Any notice of redemption shall: (a)Identify the Certificates to be redeemed; (b)Specify the redemption date and the redemption price; (c)In the event the redemption is occurring under Section 4.01 hereof, state that the Town has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease; (d)State that such redemption is subject to the deposit of the funds related to such option by the Town on or before the stated redemption date; and (e)State that on the redemption date the Certificates called for redemption will be payable at the principal corporate trust office of the Trustee or pursuant to the Depository’s procedures as applicable and that from that date interest will cease to accrue. 561 26 The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificate Owners, provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established pursuant to this Indenture. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Certificates so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the owners of the Certificates called for redemption in the same manner as the original redemption notice was given. Redemption Payments. On or prior to the Business Day preceding the date fixed for redemption, funds shall be deposited with the Trustee to pay the Certificates called for redemption, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to this Indenture (which, in certain cases as set forth above may be less than the full principal amount of the Outstanding Certificates and accrued interest thereon to the redemption date), interest on the Certificates or portions thereof thus called shall no longer accrue after the date fixed for redemption. Payments in full redemption shall be accompanied by a written designation prepared by the Trustee stating the portions of the payment representing principal, interest, and premium, if any. 562 27 INVESTMENTS Investment of Moneys. The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment absent a receipt of written notice or information to the contrary. All moneys held as part of the Base Rentals Fund, Reserve Fund, the Rebate Fund, the Costs of Execution and Delivery Fund, or any other fund or account created hereunder (other than any defeasance escrow accounts) shall be deposited or invested and reinvested by the Trustee, at the written direction of the Town Representative, in Permitted Investments; provided, however, that the Trustee shall make no deposits or investments of any fund or account created hereunder which shall interfere with or prevent withdrawals for the purpose for which the moneys so deposited or invested were placed in trust hereunder or for payment of the Certificates at or before maturity or interest thereon as required hereunder. The Trustee may make any and all such deposits or investments through its own investment department or that of its affiliates or subsidiaries and may charge its ordinary and customary fees for such trades, including cash sweep account fees. Except as otherwise provided herein and Section 3.05 hereof, deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. Any interest or other gain from any fund or account created hereunder (except defeasance escrows) shall be deposited to the Rebate Fund to the extent required and permitted pursuant to Section 3.05 hereof. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in the Base Rentals Fund is insufficient to pay the principal of and interest on the Certificates when due, or whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. The Trustee hereby agrees to secure and retain the documentation with respect to investments of moneys in the funds and accounts created under this Indenture as required by and as described in the Tax Certificate. The Trustee may rely upon the Town Representative’s written direction as to both the suitability and the legality of the directed investments, and shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Article 5. The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when a transfer is required or permitted by the provisions of this Indenture. If the Trustee is not provided written directions concerning investment of moneys held in the Funds, the Trustee shall invest in a money market fund that qualifies as a Permitted Investment available to the Trustee, provided such investment matures or are subject to redemption prior to the date such funds will be needed. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the Town shall confirm that the investment transactions identified therein accurately reflect the investment directions of the Town Representative, unless the Town Representative notifies the Trustee in writing to the contrary within thirty (30) days of the date of delivery of such statement. 563 28 The Trustee may purchase or invest in shares of any investment company provided that such investments are Permitted Investments at the time of such investment and that such investments: (i)is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial or other services for compensation); (ii)invests substantially all of its assets in short term high quality money market instruments, limited to obligations issued or guaranteed by the United States, or repurchase agreements backed by such obligations; and (iii)maintains a constant asset value per share. The Trustee is specifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, which may be deducted from income earned on investments. Method of Valuation and Frequency of Valuation. In computing the amount in any fund or account (except defeasance escrows), Permitted Investments shall be valued at the market price, exclusive of accrued interest. With respect to all funds and accounts (except defeasance escrows, and except as otherwise provided in the Tax Certificate with respect to the Rebate Fund), valuation shall occur as of December 31 of each year. The Reserve Fund, to the extent it is cash-funded, shall also be valued as of December 31 of each year, except in the event of a withdrawal from the Reserve Fund, whereupon it shall be valued immediately after such withdrawal. The Trustee shall calculate the value of investments on deposit in the Reserve Fund and the Town, at the written request of the Trustee, shall calculate the value of investments in all other funds and accounts held pursuant to this Indenture. 564 29 DEFEASANCE AND DISCHARGE Defeasance and Discharge. (a)When the principal or redemption price (as the case may be) of, and interest on, all the Certificates executed and delivered hereunder have been paid or provision has been made for payment of the same (or, in the case of redemption of the Certificates pursuant to Section 4.03 of this Indenture, if full or partial payment of the Certificates and interest thereon is made as provided in Section 4.03 of this Indenture), together with all other sums payable hereunder relating to the Certificates (including the fees and expenses of the Trustee), then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Town to the Trustee and to the Owners shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Town shall prepare and the Trustee shall (1)release the Site Lease and transfer and convey the Trustee’s leasehold interest in the Leased Property to the Town as provided by Article 11 of the Lease, (2)release the Lease and this Indenture, (3)execute such documents to evidence such releases as may be reasonably required by the Town, and (4)turn over to the Town all balances then held by the Trustee in the Funds hereunder except for amounts held in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates, the particular Certificates (or portion thereof) for which provision for payment shall have been considered made shall be selected by the Town. (b)Provision for the payment of all or a portion of the Certificates shall be deemed to have been made when the Trustee holds in the Base Rentals Fund, or there is on deposit in a separate escrow account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, and/or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, concurrently deposited in trust, shall be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof, as the case may be. Prior to any discharge of this Indenture pursuant to this Section or the defeasance of any Certificates pursuant to this Section becoming effective, there shall have been addressed and delivered to the Trustee a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the applicable Certificates in full on the maturity or redemption date thereof unless fully funded with cash. (c)Neither the Federal Securities nor the moneys deposited in the Base Rentals Fund or separate escrow account or trust account pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal of, premium, if any, and interest on the Certificates or portions thereof; provided, however, that other Federal Securities and moneys may be substituted for the Federal Securities and moneys so deposited prior to their use for such purpose. 565 30 (d)Whenever moneys or Federal Securities shall be deposited with the Trustee or a separate escrow agent for the payment or redemption of any Certificates more than forty-five (45) days prior to the date that such Certificates are to mature or be redeemed, the Trustee shall provide a notice by electronic or other means stating that such moneys or Federal Securities have been deposited and identifying the Certificates for the payment of which such moneys or Federal Securities are being held, to all Owners of Certificates for the payment of which such moneys or Federal Securities are being held, or if such Certificates are registered in the name of the Depository, such notice may be sent, in the alternative, by electronic means in accordance with the regulations of the Depository. (e)At such time as any Certificate shall be deemed paid as provided in (b) above, such Certificate shall no longer be secured by or entitled to the benefits of this Indenture, the Lease or the Site Lease, except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. 566 31 EVENTS OF INDENTURE DEFAULT AND REMEDIES Events of Indenture Default Defined. Each of the following shall be an Event of Indenture Default: (a)Failure to pay the principal of or premium, if any, on any Certificate when the same shall become due and payable, whether at the stated maturity thereof or upon proceedings for redemption; (b)Failure to pay any installment of interest on any Certificate when the same shall become due and payable; (c)The occurrence of an Event of Nonappropriation; or (d)The occurrence of an Event of Lease Default. Upon the occurrence of any Event of Indenture Default of which the Trustee is required to take notice or receive notice pursuant to Section 8.05, the Trustee shall give notice thereof to the Owners of the Certificates, unless such Event of Indenture Default has been cured or waived. The Trustee shall waive any Event of Nonappropriation which is cured by the Town within thirty (30) days of the receipt of notice by the Trustee as provided by Section 6.4(b) of the Lease, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. The Trustee may waive any Event of Nonappropriation which is cured by the Town within a reasonable time with the procedure described in the preceding sentence. Remedies. If any Event of Indenture Default occurs and is continuing, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d)hereof, without any further demand or notice, enforce for the benefit of the Owners of the Certificates each and every right of the Trustee as the lessee under the Site Lease and the lessor under the Lease. In exercising such rights of the Trustee and the rights given the Trustee under this Article 7 and Article 8, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d)hereof, take such action as, in the judgment of the Trustee, upon advice of its counsel, would best serve the interests of the Owners of the Certificates, including calling the Certificates for redemption prior to their maturity in the manner and subject to the provisions of Article 4 hereof and exercising the Lease Remedies provided in the Lease, provided however that such action shall not include consequential or punitive damages against the Town. Legal Proceedings by Trustee. If any Event of Indenture Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of all Outstanding Certificates and receipt of indemnity to its satisfaction, shall, in its capacity as Trustee hereunder: (a)By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners of the Certificates, including enforcing any rights of the 567 32 Trustee in respect of the Trustee’s leasehold interests in the Leased Property including its rights as lessor under the Lease and as lessee under the Site Lease and its rights under this Indenture and to enforce the provisions of this Indenture and any collateral rights hereunder for the benefit of the Owners of the Certificates; or (b)By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of the Certificates; or (c)Take any other action at law or in equity that may appear necessary or desirable to enforce the rights of the Owners of the Certificates. Discontinuance of Proceedings by Trustee. If any proceeding commenced by the Trustee on account of any Event of Indenture Default is discontinued or is determined adversely to the Trustee, then the Owners of the Certificates shall be restored to their former positions and rights hereunder as though no such proceeding had been commenced. Owners of Certificates May Direct Proceedings. The Owners of a majority in aggregate principal amount of Outstanding Certificates shall have the right, after furnishing indemnity satisfactory to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such direction shall not be in conflict with any rule of law or with this Indenture or unduly prejudice the rights of minority Owners of the Certificates. Limitations on Actions by Owners of Certificates. No Owner of the Certificates shall have any right to pursue any remedy hereunder unless: (a)The Trustee shall have been given written notice of a default pursuant to Section 8.05, and such default becomes an Event of Indenture Default; (b)The Owners of at least a majority in aggregate principal amount of all Outstanding Certificates shall have requested the Trustee, in writing, to exercise the powers hereinabove granted to or pursue such remedy in its or their name or names; (c)The Trustee shall have been offered indemnity satisfactory to it as provided in Section 8.01(d)hereof; and (d)The Trustee shall have failed to comply with such request within a reasonable time. Notwithstanding the foregoing provisions of this Section or any other provision of this Indenture, the obligation of the Trustee shall be absolute and unconditional to pay hereunder, but solely from the Revenues pledged under this Indenture, the principal of, premium, if any, and interest on the Certificates to the respective Owners thereof on the respective due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment. Trustee May Enforce Rights Without Possession of Certificates. All rights under this Indenture and the Certificates may be enforced by the Trustee without the 568 33 possession of any Certificates or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Certificates. Remedies Not Exclusive. Subject to any express limitations contained herein, no remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Delays and Omissions Not to Impair Rights. No delays or omissions in respect of exercising any right or power accruing upon any default shall impair such right or power or be a waiver of such default, and every remedy given by this Article 7 may be exercised from time to time and as often as may be deemed expedient. Application of Moneys in Event of Indenture Default. Any moneys received, collected or held by the Trustee following an Indenture Event of Default and any other moneys held as part of the Trust Estate (except for moneys held in the Rebate Fund or any defeasance escrow account) shall be applied in the following order: (a)To the payment of the reasonable costs of the Trustee, including, but not limited to, its Counsel fees and expenses, and disbursements of the Trustee, and expenses of the proceedings resulting in the collection of such moneys and of all fees, costs, expenses, liabilities and advances incurred or made by the Trustee, and the payment of its reasonable compensation and any advances, including any amounts remaining unpaid; (b)To the payment of interest then owing on the Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of interest ratably, without preference or priority of one Certificate over another or of any installment of interest over any other installment of interest; and (c)To the payment of principal or redemption price (as the case may be) then owing on the Outstanding Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or redemption price ratably, without preference or priority of one Certificate over another. The surplus, if any, shall be paid to the Town. 569 34 CONCERNING THE TRUSTEE Duties of the Trustee. (a)The Trustee hereby accepts the provisions of the Site Lease, the Lease and this Indenture and accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the express terms and conditions set forth in the Site Lease, the Lease and this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b)The Trustee hereby covenants for the benefit of the Owners of the Certificates that the Trustee will observe and comply with its obligations under the Site Lease, the Lease and this Indenture. (c)The Trustee shall at all times, to the extent permitted by law, defend, preserve and protect its interest in the Leased Property and the other property or property rights included in the Trust Estate and all the rights of the Owners under this Indenture against all claims and demands of all persons whomsoever. (d)The Trustee, prior to the occurrence of an Event of Indenture Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Lease and in this Indenture. If an Event of Indenture Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and power vested in it by the Lease, Site Lease,and this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in conducting such person’s affairs in exercising any rights or remedies or performing any of its duties hereunder. Before taking any action hereunder, or under the Site Lease or Lease, the Trustee may require that satisfactory indemnity be furnished to it by the Certificate Owners for the reimbursement of all fees, costs and expenses (including, without limitation, attorney’s fees and expenses) which it may incur and to protect it against all liability, including, but not limited to, any liability arising directly or indirectly under any federal, state or local statute, rule, law or resolution related to the protection of the environment or hazardous substances, except liability which is adjudicated to have resulted may result from its negligence or willful misconduct, by reason of any action so taken. Rights of Trustee; Limited Liability of Trustee; Trustee’s Use of Agents. (a)The Trustee shall be liable only for its own negligence or willful misconduct. However, the Trustee shall not be liable for any error of judgment made in good faith, provided the Trustee was not negligent in ascertaining the pertinent facts. The Trustee likewise shall not be liable for any action taken or omitted to be taken pursuant to this Indenture or the Lease that is carried out in compliance with applicable law. (b)The Trustee may exercise any powers under this Indenture and perform any duties required of it through attorneys, agents, receivers. officers or employees, and shall 570 35 be entitled to the advice or opinion of Counsel concerning all matters involving the Trustee’s duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may rely and act upon the opinion or advice of Counsel engaged by the Trustee in the exercise of reasonable care without liability for any loss or damage resulting from any action or omission taken in good faith reliance upon that opinion or advice. The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, each agent appointed hereunder and to each agent, custodian and other person employed by Trustee to act hereunder. (c)The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct, and shall not be answerable for any negligent act of its attorneys, agents or receivers which have been selected by the Trustee with due care. (d)The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Leased Property. (e)The Trustee shall not be liable for actions taken at the direction of Owners. (f)Any person hired by the Trustee to enforce Lease Remedies shall be considered the Trustee’s agent for the purposes of this Section. (g)The Trustee shall not be responsible for any recital herein or in the Certificates (except in respect to the execution of the Certificates on behalf of the Trustee), or for the recording or rerecording, filing or refiling of the Site Lease, the Lease or this Indenture or of any supplements thereto or hereto or any financing statement (other than continuation statements) in connection therewith, or for insuring the Leased Property or Development, for collecting any insurance moneys, or for the sufficiency of the security for the Certificates issued hereunder or intended to be secured hereby, or for the value of or title to the Leased Property, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Town, except as provided herein; but the Trustee may require of the Town full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the Town under the Site Lease or the Lease; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Indenture. (h)The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof (except for funds and investments held by the Trustee), or the validity or sufficiency of this Indenture or of the Certificates. The Trustee shall not be accountable for the use of any Certificates executed and delivered hereunder. The Trustee 571 36 shall not be accountable for the use or application of any Certificates or the proceeds thereof or of any money paid to or upon the order of the Town under any provisions of this Indenture or the Lease. (i)As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Town by the Town Representative or such other person as may be designated for such purpose by ordinance or resolution of the Council, as sufficient evidence of the facts therein contained, and before the occurrence of a default of which the Trustee has been notified as provided in Section 8.05 or of which by said subsection it is deemed to have been notified, the Trustee may rely upon a similar certificate to the effect that any particular dealing, transaction, or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (j)All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee shall not be under any liability for interest on any moneys received hereunder except that the Trustee is responsible for investing moneys in funds held hereunder in compliance with the written investment direction of the Town Representative. (k)The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (l)Notwithstanding anything in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand in respect of the execution and delivery of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Town to the execution and delivery of any Certificates, or the taking of any other action by the Trustee. (m)Notwithstanding any other provision hereof, the Trustee shall not be required to advance any of its own funds in the performance of its obligations hereunder or any other documents related to this Indenture, but may if it has received assurances from the Owners of the Certificates or indemnity from the Owners of the Certificates satisfactory to it that it will be repaid. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder. 572 37 (n)The Trustee shall have no responsibility with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the Certificates except to the extent that such statement was provided by the Trustee or describes the Trustee’s duties under this Indenture. (o)The Trustee is authorized and directed to enter into the Site Lease and the Lease, solely in its capacity as Trustee under this Indenture. (p)At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be required, to inspect any and all books, papers and records of the Town pertaining to the Leased Property and the Certificates, and to take such memoranda from and in regard thereto as may be desired. (q)The Trustee may rely conclusively on any resolution, certificate (including any officer’s certificate), statement, instrument, opinion (including any opinion of counsel), notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (p)In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. Representations and Covenants of Trustee. The Trustee represents, warrants and covenants as follows: (a)So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Site Lease or the Lease or as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee’s right, title and interest in and to (i)the Lease or the Site Lease, (ii)the Base Rentals, other Revenues and collateral, security interests and attendant rights and obligations which may be derived under the Lease or the Site Lease and/or (iii)the Leased Property and any reversion therein or any of the Trustee’s other rights under the Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in the Trustee’s right, title and interest in, to and under the Lease or the Site Lease or the Leased Property except for Permitted Encumbrances. (b)To the Trustee’s knowledge, neither the execution and delivery of the Lease and the Site Lease or this Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. 573 38 (c)To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute the Lease and the Site Lease or to execute this Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has been disclosed in writing to the Town on or prior to the date this Indenture is executed and delivered. (d)The Trustee covenants and agrees to comply with any applicable requirements for the Trustee set forth in the Tax Certificate as directed in writing by the Town. Compensation. During the Lease Term, the Trustee shall be entitled to payment and reimbursement for its reasonable fees and expenses for its ordinary services rendered hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and all advances, agent and counsel fees and other ordinary expenses for its services rendered hereunder as and when the same become due and all expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services as and when the same become due, as provided in Section 6.2 of the Lease. Should it become necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary costs and expenses are occasioned by negligence or willful misconduct of the Trustee, it shall not be entitled to compensation or reimbursement therefor. The rights of the Trustee to payments pursuant to this Section shall be superior to the rights of the Owners with respect to the Trust Estate. Notice of Default; Right to Investigate. If an Event of Indenture Default occurs of which the Trustee is deemed to have notice pursuant to this Section, the Trustee shall, within thirty (30) days after it receives notice thereof, give written notice by electronic means or first class mail to the Owners of the Certificates of all Events of Indenture Default known to the Trustee and send a copy of such notice to the Town, unless such defaults have been remedied. The Trustee shall not be required to take notice or be deemed to have notice of any default unless it has actual knowledge thereof or has been notified in writing of such default by the Town or the Owners of at least 25% in aggregate principal amount of the Outstanding Certificates. The Trustee may, however, at any time request the Town to provide full information as to the performance of any covenant under the Lease; and, if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into any matter related to the Site Lease, the Lease and the Leased Property. Obligation to Act on Defaults. If any Event of Indenture Default shall have occurred and be continuing of which the Trustee has actual knowledge or notice pursuant to Section 8.05, the Trustee shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of his or her own affairs; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity satisfactory to it for the reimbursement of all fees, costs and expenses (including, without limitation, attorney’s fees and expenses) to which it may be put and to protect it against all liability which may incur in or by reason of such action, except 574 39 liability which is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken. Reliance on Requisition, etc. The Trustee may conclusively rely and shall be fully protected from acting or refraining from acting on any written requisition, resolution, notice, request, consent,waiver, certificate, statement, affidavit, voucher, bond, or other paper or electronic document which it in good faith believes to be genuine and to have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Indenture; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate shall be conclusive and binding upon all future Owners of the same Certificate and upon any Certificates delivered in place thereof. The Trustee shall be entitled to rely upon opinions of Counsel and shall not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. Trustee May Own Certificates. The Trustee may in good faith buy, sell, own and hold any of the Certificates and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not the party to this Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Town provided that if the Trustee determines that any such relation is in conflict with its duties under this Indenture, it shall eliminate the conflict or resign as Trustee. Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of this Indenture, and any such construction by the Trustee shall be binding upon the Owners. In construing any such provision, the Trustee will be entitled to rely upon opinions of Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Indenture by written resignation filed with the Town not less than sixty (60) days before the date when it is to take effect; provided notice of such resignation is sent by electronic means or mailed by registered or certified mail to the Owner of each Outstanding Certificate at the address shown on the registration books. Such resignation shall take effect only upon the appointment of a successor Trustee. If no successor Trustee is appointed within sixty (60) days following the date designated for the resignation of the Trustee, the resigning Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds, or to other amounts due arising prior to the date of such resignation shall survive resignation. Removal of Trustee. Any Trustee hereunder may be removed at any time, after payment of all outstanding fees and expenses of the Trustee being so removed, by the Town or by the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, upon written notice being filed with the Trustee, the Town and the Owner of each Outstanding 575 40 Certificate at the address shown on the registration books. Such removal shall take effect only upon the appointment of a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds or to other amounts due arising prior to the date of such removal shall survive removal. Appointment of Successor Trustee. If the Trustee or any successor trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Town shall appoint a successor, and shall cause a notice of such appointment to be sent by Electronic Means or mailed by registered or certified mail to the Owners of all Outstanding Certificates at the address shown on the registration books. If the Town fails to make such appointment within thirty (30) days after the date notice of resignation is filed, the Owners of a majority in aggregate principal amount of the Certificates then Outstanding may do so. If the Owners have failed to make such appointment within thirty (30) days after the date notice of resignation is filed, the Trustee may petition a court of competent jurisdiction to make such appointment. Qualification of Successor. Any successor trustee shall be a national or state bank with trust powers or a bank and trust company or a trust company, in each case having capital and surplus of at least $50,000,000, if there be one able and willing to accept the trust on reasonable and customary terms. Instruments of Succession. Any successor trustee shall execute, acknowledge and deliver to the Town an instrument accepting such appointment under this Indenture; and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in the trust under this Indenture, with like effect as if originally named Trustee herein and thereupon the duties and obligations of the predecessor shall cease and terminate. The Trustee ceasing to act under this Indenture shall, upon the payment of the fees and expenses owed to the predecessor Trustee, pay over to the successor trustee all moneys held by it under this Indenture; and, upon request of the successor trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to the successor trustee all the estates, properties, rights, powers and trusts under this Indenture of the Trustee ceasing to act. Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any sale, merger or consolidation of its corporate trust business to which any Trustee hereunder shall be a party, shall be the successor trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. Intervention by Trustee. In any judicial proceeding to which the Trustee or the Town is not a party and which, in the opinion of the Trustee and its Counsel, has a substantial bearing on the interests of Owners of the Certificates, the Trustee may intervene on behalf of the Owners and shall do so if requested in writing by the Owners of at least a majority in aggregate principal amount of Outstanding Certificates and upon being furnished satisfactory indemnity. 576 41 The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Books and Records of the Trustee; Trustee Record Keeping. The Trustee shall keep such books and records relating to the Site Lease and the Lease and Funds and Accounts created under this Indenture as shall be consistent with industry practice and make such books and records available for inspection by the Town, at all reasonable times and for six years following the discharge of this Indenture according to Article 6 hereof. Environmental Matters. Any real property or interest in real property constituting any portion of the Trust Estate shall be subject to the following provisions: (a)The Trustee’s responsibilities for any interest in real property constituting any portion of the Trust Estate, prior to an Event of Indenture Default, shall be performed as Trustee on behalf of the Owners of the Certificates without any duty to monitor or investigate whether the real property constituting any portion of the Trust Estate complies with environmental laws or is subject to any Hazardous Substance. (b)Following an Event of Indenture Default, if the Trustee determines that the release, threatened release, use, generation, treatment, storage or disposal of any Hazardous Substance on, under or about real property constituting any portion of the Trust Estate gives rise to any liability or potential liability under any federal, State of Colorado, local or common law, or devalues or threatens to devalue such real property, the Trustee may, after being adequately indemnified pursuant to Section 8.01(d), take whatever action is deemed necessary by the Trustee to address the threatened or actual releases of Hazardous Substances, or to bring about or maintain such real property’s compliance with federal, State of Colorado, or local environmental laws and regulations. The Trustee has the right to take no action and, in such event no fiduciary duty exists which imposes any obligation for action with respect to the Trust Estate or any portion thereof if the Trustee determines to take no action for, including that any such action could adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified. 577 42 SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND SITE LEASE Supplemental Indentures and Amendments Not Requiring Certificate Owners’ Consent. The Trustee may, with the written consent of the Town, but without the consent of or notice to the Owners, enter into such indentures or agreements supplemental hereto, for any one or more or all of the following purposes: (a)To grant additional powers or rights to the Trustee; (b)To make any amendments necessary or desirable to obtain or maintain a rating from any Rating Agency rating the Certificates; (c)To authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in Section 2.08 hereof; (d)In order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Certificates; or (e)For any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity, or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or to make such other amendments to this Indenture which do not materially adversely affect the interests of the Owners of the Certificates. Supplemental Indentures and Amendments Requiring Certificate Owners’ Consent. (a)Exclusive of supplemental indentures and amendments covered by Section 9.01 hereof, the written consent of the Town and the consent of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, shall be required for any indenture or indentures supplemental hereto. (b)Notwithstanding the foregoing, without the consent of the Owners of all of the Certificates at the time Outstanding, nothing herein contained shall permit, or be construed as permitting: (i)A change in the terms of redemption or maturity of the principal amount of or the interest on any Outstanding Certificate, or a reduction in the principal amount of or premium payable upon any redemption of any Outstanding Certificate or the rate of interest thereon, without the consent of the Owner of such Certificate; (ii)The deprivation of the Owner of any Certificate then Outstanding of the interest created by this Indenture (other than as originally permitted hereby) without the consent of the Owner of such Certificate; 578 43 (iii)A privilege or priority of any Certificate or Certificates over any other Certificate or Certificates (except with respect to the possible subordination of Additional Certificates); or (iv)A reduction in the aggregate principal amount of the Certificates required for consent to such supplemental indenture. If at any time the Town requests that the Trustee enter into a supplemental indenture which requires the consent of the Certificate Owners as provided herein, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be given by electronic means or mailed to the Owners of the Certificates at the addresses last shown on the registration records of the Trustee. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Certificate Owners. If, within 60 days or such longer period as shall be prescribed by the Town following the provision of such notice, the required consents have been furnished to the Trustee as herein provided, no Certificate Owner shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee from executing the same or from taking any action pursuant to the provisions thereof. Amendment of the Lease and the Site Lease. (a)The Trustee and the Town shall have the right to amend the Lease and the Site Lease without the consent of or notice to the Owners of the Certificates, for one or more of the following purposes: (i)To add covenants of the Trustee or the Town or to grant additional powers or rights to the Trustee; (ii)To make any amendments necessary or desirable to obtain or maintain a rating from any Rating Agency of the Certificates; (iii)In order to more precisely identify the Leased Property,including any substitutions, additions or modifications to the Leased Property as the case may be, as may be authorized under the Site Lease and the Lease; (iv)To make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with Section 2.08 hereof; (v)In order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Certificates; or (vi)For any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained therein or in any amendment thereto which may be defective or inconsistent with any other 579 44 provision contained therein or herein or in any amendment thereto or to make such other amendments to the Lease or the Site Lease which do not materially adversely affect the interests of the Owners of the Certificates. (b)If Town proposes to amend the Lease or the Site Lease in such a way as would materially adversely affect the interests of the Owners of the Certificates, the Trustee shall notify the Owners of the Certificates of the proposed amendment and may consent thereto only with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates; provided, that the Trustee shall not, without the unanimous consent of the Owners of all Certificates Outstanding, consent to any amendment which would (1) decrease the amounts payable in respect of the Lease, or (2) change the Base Rentals Payment Dates or (3) change any of the prepayment provisions of the Lease. 580 45 MISCELLANEOUS Evidence of Signature of Owners and Ownership of Certificates. Any request, consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys appointed in writing. Proof of the execution of any such instrument or of an instrument appointing any such attorney, or the ownership of Certificates shall be sufficient (except as otherwise herein expressly provided) if made in the following manner, but the Trustee may, nevertheless, in its discretion require further or other proof in cases where it deems the same desirable: (a)The fact and date of the execution by any Owner or his attorney of such instrument may be proved by the certificate of any officer authorized to take acknowledgments in the jurisdiction in which he purports to act that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before a notary public. (b)The fact of the owning by any person of Certificates and the amounts and numbers of such Certificates, and the date of the owning of the same, may be proved by a certificate executed by any trust company, bank or bankers, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank or to such bankers, as the property of such party, the Certificates therein mentioned, if such certificate shall be deemed by the Trustee to be satisfactory. The Trustee may, in its discretion, require evidence that such Certificates have been deposited with a bank, bankers or trust company before taking any action based on such ownership. In lieu of the foregoing the Trustee may accept other proofs of the foregoing as it shall deem appropriate. Any request or consent of the Owner of any Certificate shall be conclusive upon and shall bind all future owners of such Certificate and of any Certificate issued upon the transfer or exchange of such Certificate in respect of anything done or suffered to be done by the Town, the Trustee in accordance therewith, whether or not notation of such consent or request is made upon any such Certificate. Inspection of the Leased Property. Under the Lease, the Trustee and its duly authorized agents (a)have the right, but not the duty, on reasonable notice to the Town, at all reasonable times, to examine and inspect the Leased Property (subject to such regulations as may be imposed by the Town for security purposes) and (b)are permitted, but have no obligation, at all reasonable times, to examine the books, records, reports and other papers of the Town with respect to the Leased Property. Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person other than the Town, the Trustee, and the Owners any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation of this Indenture; and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Trustee shall be for the sole and exclusive benefit of the Town, the Trustee, and the Owners. 581 46 Titles, Headings, Etc. The titles and headings of the articles, sections and subdivisions of this Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions of this Indenture. Severability. In the event any provision of this Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Indenture. Governing Law. This Indenture shall be governed and construed in accordance with the laws of the State of Colorado without regard to choice of law analysis. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Notices. All notices, certificates or other communications to be given hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: If to the Trustee: U.S. Bank Trust Company, National Association 950 17th Street Denver, Colorado 80202 Attention: Global Corporate Trust Email: kathleen.connelly@usbank.com Phone:303-585-4591 If to the Town: Town of Vail, Colorado 75 S. Frontage Road Vail, CO 81657 Attention: Carlie Smith, Finance Director Email: csmith@vailgov.com Phone: 970-479-2119 The Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Successors and Assigns. All the covenants, promises and agreements in this Indenture contained by or on behalf of the Trustee shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. Payments Due on Saturdays, Sundays and Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Indenture, shall be a day other than a Business Day such payment may be made 582 47 or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture. Undertaking to Provide Ongoing Disclosure. The Town has covenanted in Section 11.6 of the Lease to comply with the terms of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure by the Town to comply with the Continuing Disclosure Certificate shall not be considered an Event of Indenture Default and the rights and remedies provided by this Indenture upon the occurrence of an Event of Indenture Default shall not apply to any such failure. The Trustee shall have no power or duty to enforce the obligations of the Town under the Continuing Disclosure Certificate. Electronic Storage and Execution. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Without limiting the foregoing, the parties agree that any individual or individuals who are authorized to execute or consent to this Indenture on behalf of the Town, the Trustee or any Owner are hereby authorized to execute this the same electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Indenture or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. 583 48 IN WITNESS WHEREOF, the Trustee has caused this Indenture to be executed all as of the date first above written. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE By: Vice President 584 A-1 EXHIBIT A FORM OF CERTIFICATE Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Authority (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE OF PARTICIPATION, SERIES 2025 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement, dated [_______], 2025, between U.S. Bank Trust Company, National Association, solely in its capacity as trustee under the Indenture, as lessor, and the Town of Vail, Colorado, as lessee No. R-_$__________ Interest Rate Maturity Date Dated Date CUSIP Number _____%[December 1, 20__][_______], 2025 REGISTERED OWNER:CEDE & CO. PRINCIPAL AMOUNT:DOLLARS THIS CERTIFIES THAT the Registered Owner (specified above), or registered assigns, as the Registered Owner (the “Owner”) of this Certificate of Participation, Series 2025 (this “Certificate”), is the Owner of a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease Purchase Agreement (the “Lease”) dated as of [_______], 2025, between U.S. Bank Trust Company, National Association,, Denver, Colorado, as Trustee (the “Trustee”), as lessor, and the Town of Vail, Colorado (the “Town”), as lessee. This Certificate is secured as provided in the Lease and the Indenture of Trust (the “Indenture”) dated as of [_______], 2025, by the Trustee, for the registered owners of the Certificates of Participation, Series 2025 (the “Certificates”). All terms capitalized but not defined herein shall have the meanings given to them in the Indenture. This Certificate bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. 585 A-2 Under the Site Lease, certain Leased Property described therein (the “Leased Property”) has been leased by the Town, as lessor, to the Trustee, as lessee. Under the Lease, the Leased Property has been leased back by the Trustee, as lessor, to the Town, as lessee, and the Town has agreed to pay directly to the Trustee Base Rentals in consideration of the Town’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the Town. This Certificate has been executed and delivered pursuant to the terms of the Indenture. Reference is hereby made to the Site Lease, the Lease and the Indenture (copies of which are on file in the offices of the Trustee) for a description of the terms on which the Certificates are delivered, and the rights thereunder of the Owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the Town under the Site Lease and the Lease, to all of the provisions of which Site Lease, Lease and Indenture the Owner of this Certificate, by acceptance hereof, assents and agrees. Additional Certificates may be executed and delivered pursuant to the Indenture without consent of or notice to the owners of the Certificates and upon the satisfaction of certain conditions and limitations. Such Additional Certificates, together with the Certificates, are referred to herein as the “Certificates.” Additional Certificates will evidence interests in rights to receive Revenues, including Base Rentals, without preference, priority or distinction of any Certificates, including the Certificates, over any others, however, insurance and other credit facilities may be applicable only to particular series of Certificates or portions thereof. To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended by the Trustee with the written consent of the Owners of a majority in aggregate principal amount of the Certificates outstanding, and may be amended without such consent under certain circumstances described in the Indenture but in no event such that the interests of the Owners of the Certificates are materially adversely affected, provided that no such amendment is to impair the right of any Owner to receive in any case such Owner’s proportionate share of any payment of Revenues in accordance with the terms of such Owner’s Certificate. THE OWNER OF THIS CERTIFICATE IS ENTITLED TO RECEIVE, SUBJECT TO THE TERMS OF THE LEASE, THE PRINCIPAL AMOUNT (SPECIFIED ABOVE), ON THE MATURITY DATE (SPECIFIED ABOVE), AND IS ENTITLED TO RECEIVE INTEREST ON THE PRINCIPAL AMOUNT AT THE INTEREST RATE (SPECIFIED ABOVE). The interest hereon is payable at the interest rate from the Dated Date (specified above) on June 1, 20[__], and semiannually thereafter on June 1 and December 1 in each year (the “Interest Payment Dates”) and thereafter. Interest is to be calculated on the basis of a 360-day year consisting of twelve 30- day months. THIS CERTIFICATE IS PAYABLE SOLELY FROM THE BASE RENTALS PAYABLE TO THE TRUSTEE PURSUANT TO THE LEASE AND OTHER REVENUES AS DEFINED IN THE INDENTURE. NEITHER THE LEASE, THIS CERTIFICATE, OR THE OBLIGATION OF THE TOWN TO PAY BASE RENTALS OR ADDITIONAL RENTALS CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE TOWN OR A MULTIPLE FISCAL YEAR DIRECT OR INDIRECT DEBT OR OTHER FINANCIAL OBLIGATION WHATSOEVER OF THE TOWN, WITHIN THE MEANING OF ANY CONSTITUTIONAL, HOME RULE CHARTER OR 586 A-3 STATUTORY DEBT LIMITATION. NEITHER THE LEASE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE TOWN TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR THE TOWN’S THEN CURRENT FISCAL YEAR. As long as Cede & Co., as the nominee for The Depository Trust Company, New York, New York (“DTC”) is the Owner hereof, the Principal Amount or redemption price hereof and interest hereon are payable by wire transfer as directed by DTC in writing to the Trustee. If not executed and delivered in book-entry form, the Principal Amount or redemption price hereof and interest hereon are payable by check or draft mailed to the Owner at its address last appearing on the registration books maintained by the Trustee or, in the case of Owners of $1,000,000 or more in aggregate principal amount of the Certificates, by wire transfer of funds to a bank account located in the United States designated by the Owner in written instructions furnished to the Trustee. Interest hereon is payable to the Owner, as shown on the registration books kept by the Trustee as of the close of business on the “regular record date,” which is the 15th day of the calendar month immediately preceding the month of the Interest Payment Date (whether or not a Business Day) or on a “special record date” established in accordance with the Indenture. The Trustee may treat the Owner of this Certificate appearing on the registration books maintained by the Trustee as the absolute owner hereof for all purposes and is not to be affected by any notice to the contrary. The Principal Amount or redemption price hereof and interest hereon are payable in lawful money of the United States of America. This Certificate is transferable by the Owner hereof, in person or by his attorney duly authorized in writing, on the registration books kept at the corporate trust office of the Trustee. Upon such transfer, a new fully registered Certificate of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be executed and delivered to the transferee in exchange for this Certificate, all upon payment of the charges and subject to the terms and conditions set forth in the Indenture. The Trustee may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether or not this Certificate shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the Town nor the Trustee shall be affected by any notice to the contrary. Optional Redemption. The Certificates maturing on or prior to December 1, 20[__], shall not be subject to optional redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[__], shall be subject to redemption prior to their respective maturity dates at the option of the Town, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Town determines and by lot within a maturity, on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Mandatory Sinking Fund Redemption. The Certificates maturing on December 1, 20[__], (the “Term Certificates”) are subject to mandatory sinking fund redemption as follows: The following principal amounts of the Certificates maturing December 1, 20[__], are subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of the following years: 587 A-4 Redemption Date (December 1) Principal Amount _________________ *Final Maturity Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) the Trustee, at the direction of the Town, fails to repair or replace the Leased Property if: (1) the Leased Property is damaged or destroyed in whole or in part by fire or other casualty; (2) title to, or the temporary or permanent use of, the Leased Property, or any portion thereof, has been taken by eminent domain by any governmental body; (3) breach of warranty or any material defect with respect to the Leased Property becomes apparent; or (4) title to or the use of all or any portion of the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds (as defined in the Lease) of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, are insufficient to pay in full, the cost of repairing or replacing the Leased Property and the Town does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose, the Certificates are required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, is to exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are to be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys are to be paid to the Town as an overpayment of the 588 A-5 Purchase Option Price in respect of the Leased Property. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee is entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES, SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE TOWN. Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000. Upon surrender of any Certificate for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required to, after receiving instruction from the Town pursuant to the Indenture, not less than thirty (30) and not more than sixty (60) days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate), give notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by electronic means or by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository. Any notice of redemption is to (1) be given in the name of the Trustee, (2) identify the Certificates to be redeemed, (3) specify the redemption date and the redemption price, (4) in the event of Optional Redemption, state that the Town has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease, (5) state that such redemption is subject to the deposit of the funds related to such option by the Town on or before the stated redemption date and (6) state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificates Owners, provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established under the Indenture. This Certificate is executed and delivered under the authority of Part 2 of Article 57, Title 11, C.R.S. (the “Supplemental Act”). Pursuant to C.R.S. § 11-57-210, such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Certificate after its delivery for value. 589 A-6 This Certificate is executed with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability and construction. The Town has determined that this Certificate is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Lease or the Indenture, until executed by the Trustee. The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity. The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as Trustee under the Indenture. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all things, conditions and acts required by the Constitution and the statutes of the State of Colorado and the Indenture to exist, to have happened and to have been performed precedent to and the execution and delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner, as required by law. 590 A-7 IN WITNESS WHEREOF, this Certificate has been executed with the manual signature of an authorized representative of the Trustee. Execution Date: [_______], 2025 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Vice President 591 A-8 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto __________ __________________________________ the within Certificate and hereby irrevocably constitutes and appoints __________________-Attorney, to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Signature Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. (End Form of Assignment) 592 A-9 (Form of Prepayment Panel) PREPAYMENT PANEL The following installments of principal (or portions thereof) of this certificate have been prepaid in accordance with the terms of the Indenture, as amended, authorizing the issuance of this certificate. Date of Prepayment Principal Prepaid Signature of Authorized Representative of the Depository (End of Form of Prepayment Panel) (End Form of Certificates) 593 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Kimberley Crawford, Esq. Pursuant to C.R.S. § 39-13-104(1)(j),, this Lease Purchase Agreement is exempt from the documentary fee. LEASE PURCHASE AGREEMENT DATED AS OF [CLOSING DATE],2025 BETWEEN U.S. BANK TRUST COMPANY,NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSOR AND TOWN OF VAIL,COLORADO, AS LESSEE 594 i This Table of Contents is not a part of this Lease and is only for convenience of reference. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS........................................................................................................... 3 Section 1.1 Certain Funds and Accounts................................................................................ 3 Section 1.2 Definitions............................................................................................................ 3 ARTICLE 2 REPRESENTATIONS AND COVENANTS............................................................ 9 Section 2.1 Representations and Covenants of the Town....................................................... 9 Section 2.2 Representations and Covenants of the Trustee.................................................. 10 Section 2.3 Nature of Lease.................................................................................................. 11 Section 2.4 Town Acknowledgement of Certain Matters..................................................... 11 Section 2.5 Relationship of Town and Trustee..................................................................... 12 ARTICLE 3 LEASE OF THE LEASED PROPERTY................................................................. 13 ARTICLE 4 LEASE TERM......................................................................................................... 14 Section 4.1 Duration of Lease Term..................................................................................... 14 Section 4.2 Termination of Lease Term ............................................................................... 15 ARTICLE 5 ENJOYMENT OF THE LEASED PROPERTY..................................................... 16 Section 5.1 Trustee’s Covenant of Quiet Enjoyment............................................................ 16 Section 5.2 Town’s Need for the Leased Property; Determinations as to Fair Value and Fair Purchase Price.................................................................................................... 16 ARTICLE 6 PAYMENTS BY THE TOWN................................................................................ 17 Section 6.1 Payments to Constitute Currently Budgeted Expenditures of the Town........... 17 Section 6.2 Base Rentals, Purchase Option Price and Additional Rentals........................... 17 Section 6.3 Manner of Payment............................................................................................ 18 Section 6.4 Nonappropriation............................................................................................... 19 Section 6.5 Holdover Tenant................................................................................................ 20 Section 6.6 Prohibition of Adverse Budget or Appropriation Modifications....................... 21 ARTICLE 7 SITE LEASE; TITLE INSURANCE....................................................................... 22 Section 7.1 Site Lease........................................................................................................... 22 Section 7.2 Title Insurance ................................................................................................... 22 ARTICLE 8 TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES...... 23 Section 8.1 Title to the Leased Property............................................................................... 23 Section 8.2 No Encumbrance, Mortgage or Pledge of the Leased Property......................... 23 ARTICLE 9 MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES................. 24 Section 9.1 Maintenance of the Leased Property by the Town............................................ 24 595 ii Section 9.2 Modification of the Leased Property; Installation of Furnishings and Machinery of the Town........................................................................................................ 24 Section 9.3 Taxes, Other Governmental Charges and Utility Charges................................. 24 Section 9.4 Provisions for Liability and Property Insurance................................................ 25 Section 9.5 Advances............................................................................................................ 26 Section 9.6 Granting of Easements....................................................................................... 26 ARTICLE 10 DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS.................................................................................................................................. 27 Section 10.1 Damage, Destruction and Condemnation.......................................................... 27 Section 10.2 Obligation to Repair and Replace the Leased Property..................................... 27 Section 10.3 . 27 Section 10.4 Insufficiency of Net Proceeds............................................................................ 28 Section 10.5 Cooperation of the Trustee................................................................................. 29 ARTICLE 11 DISCLAIMER OF WARRANTIES; OTHER COVENANTS............................. 30 Section 11.1 Disclaimer of Warranties................................................................................... 30 Section 11.2 Further Assurances and Corrective Instruments................................................ 30 Section 11.3 Compliance with Requirements......................................................................... 30 Section 11.4 Release and Substitution of Leased Property..................................................... 30 Section 11.5 Tax Covenants ................................................................................................... 31 Section 11.6 Undertaking to Provide Ongoing Disclosure..................................................... 32 Section 11.7 Exculpation; Covenant to Reimburse Legal Expenses...................................... 32 Section 11.8 Access to the Leased Property; Rights to Inspect Books................................... 32 Section 11.9 Environmental Matters....................................................................................... 33 ARTICLE 12 PURCHASE OPTION........................................................................................... 34 Section 12.1 Purchase Option................................................................................................. 34 Section 12.2 Conditions for Purchase Option......................................................................... 34 Section 12.3 Manner of Conveyance...................................................................................... 34 Section 12.4 Release of Portions of the Leased Property....................................................... 35 ARTICLE 13 ASSIGNMENT AND SUBLEASING.................................................................. 36 Section 13.1 Assignment by the Trustee; Replacement of the Trustee.................................. 36 Section 13.2 Assignment and Subleasing by the Town.......................................................... 36 ARTICLE 14 EVENTS OF LEASE DEFAULT AND REMEDIES........................................... 37 Section 14.1 Events of Lease Default Defined....................................................................... 37 Section 14.2 Remedies on Default.......................................................................................... 37 Section 14.3 Limitations on Remedies................................................................................... 38 Section 14.4 No Remedy Exclusive........................................................................................ 39 Section 14.5 Waivers.............................................................................................................. 39 Section 14.6 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.. 39 596 iii ARTICLE 15 MISCELLANEOUS.............................................................................................. 40 Section 15.1 Sovereign Powers of Town................................................................................ 40 Section 15.2 Notices............................................................................................................... 40 Section 15.3 Third Party Beneficiaries................................................................................... 40 Section 15.4 Binding Effect.................................................................................................... 40 Section 15.5 Amendments...................................................................................................... 41 Section 15.6 Amounts Remaining in Funds ........................................................................... 41 Section 15.7 Triple Net Lease................................................................................................. 41 Section 15.8 Computation of Time......................................................................................... 41 Section 15.9 Payments Due on Holidays................................................................................ 41 Section 15.10 Severability........................................................................................................ 41 Section 15.11 Execution in Counterparts.................................................................................. 42 Section 15.12 Applicable Law.................................................................................................. 42 Section 15.13 The Trustee is Independent of the Town........................................................... 42 Section 15.14 Governmental Immunity.................................................................................... 42 Section 15.15 Recitals............................................................................................................... 42 Section 15.16 Captions............................................................................................................. 42 Section 15.17 Trustee’s Disclaimer.......................................................................................... 42 Section 15.18 Electronic Transactions...................................................................................... 42 RELEASE AND AMORTIZATION SCHEDULE........................................................................ 1 EXHIBIT A DESCRIPTION OF LEASED PROPERTY.......................................................A-1 EXHIBIT B PERMITTED ENCUMBRANCES.....................................................................B-1 EXHIBIT C BASE RENTALS SCHEDULE ..........................................................................C-1 EXHIBIT D FORM OF NOTICE OF LEASE RENEWAL...................................................D-1 EXHIBIT E RELEASE AND AMORTIZATION SCHEDULE.............................................E-1 597 1 This LEASE PURCHASE AGREEMENT, dated as of [CLOSING DATE], 2025 (this “Lease”), is by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the TOWN OF VAIL, COLORADO, a Colorado home rule municipality duly organized and validly existing under the Constitution and laws of the State of Colorado and the Town of Vail Home Rule Charter (the “Town”), as lessee. PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of this Lease. RECITALS 1.The Town is a duly organized and validly existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the Town of Vail Home Rule Charter (the “Charter”). 2.Pursuant to Article XX, Section 6 of the Colorado Constitution and Section 13.3 of the Charter, the Town is authorized to lease, for such term as the Town Council of the Town (the “Council”) shall determine, any real or personal property to or from any person, firm or corporation, public or private, governmental or otherwise. 3.Because the demand for workforce housing in the Town exceeds the supply, the Council hereby determines that it is in the public interest and is a public purpose for the Town to assist Vail Home PartnersCorporation (the “Corporation”) to finance the acquisition, construction, installation, equipping of a portion of the West Middle Creek housing development, a for-rent housing development (the “Development”), including any legally permitted costs and expenditures in connection therewith, all for public purposes, and as authorized by law, by advancing a loan to the Corporation (the “Project”). 4.The Council has determined that it is in the best interests of the Town and the public health, safety and welfare to provide for the financing of the Project by entering into a Site Lease Agreement with the Trustee, acting solely in its capacity as trustee (the “Site Lease”) and this Lease. 5.The Town owns, in fee title, various properties and facilities as defined and more particularly described in Exhibit A attached hereto and collectively referred to herein as the “Leased Property”). 6.To accomplish the Project, the Trustee, solely in its capacity of Trustee under the Indenture, will acquire a leasehold interest in the Leased Property by leasing the Leased Property from the Town pursuant to the Site Lease, and the Trustee will lease the Leased Property back to the Town pursuant to this Lease. 7.Contemporaneously with the execution and delivery of the Site Lease and this Lease, the Trustee will execute and deliver an Indenture of Trust (the “Indenture”) pursuant to 598 2 which there will be executed and delivered certain certificates of participation (the “Certificates”) that will be dated as of their date of delivery, will evidence proportionate interests in the right to receive Base Rentals and other Revenues under this Lease, will be payable solely from the sources provided herein, and which will not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which this Lease is in effect. 8.The net proceeds of the Certificates will be used to finance the Project, as well as the costs of execution and delivery of the Certificates. 9.The payment by the Town of Base Rentals and Additional Rentals hereunder in any future Fiscal Year is subject to specific Appropriation and renewal by the Council of this Lease for such future Fiscal Year. The Base Rentals and Additional Rentals payable by the Town under this Lease constitute current expenditures of the Town. 10.Neither this Lease nor the payment by the Town of Base Rentals or Additional Rentals hereunder shall be deemed or construed as creating an indebtedness of the Town within the meaning of any provision of the Colorado Constitution, the Charter or the laws of the State of Colorado, concerning or limiting the creation of indebtedness by the Town, and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the Town within the meaning of Article X, Section 20(4) of the Colorado Constitution or a mandatory charge or requirement against the Town in any ensuing Fiscal Year beyond the then current Fiscal Year. The obligation of the Town to pay Base Rentals and Additional Rentals hereunder is from year to year only, shall constitute currently budgeted expenditures of the Town, shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a mandatory payment obligation of the Town in any ensuing Fiscal Year beyond any Fiscal Year during which this Lease shall be in effect. In the event that this Lease is not renewed, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property. 11.The Trustee is executing this Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for therein. 12.The Trustee and the Town intend that this Lease sets forth their entire understanding and agreement regarding the terms and conditions upon which the Town is leasing the Leased Property from the Trustee. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the Trustee and the Town agree as follows: 599 3 ARTICLE 1 DEFINITIONS Section 1.1 Certain Funds and Accounts. All references herein to any funds and accounts shall mean the funds and accounts so designated which are established under the Indenture. Section 1.2 Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture, unless the context otherwise requires. Capitalized terms used herein shall have the following meanings under this Lease: “Additional Certificates” means Additional Certificates which may be executed and delivered pursuant to the Indenture. “Additional Rentals” means the payment or cost of all: (a)(i) reasonable expenses and fees of the Trustee related to the performance or discharge of its responsibilities under the provisions of this Lease, the Site Lease or the Indenture, including the reasonable fees and expenses of any person or firm employed by the Town to make rebate calculations under the provisions of Section 3.05 of the Indenture and the expenses of the Trustee in respect of any policy of insurance or surety bond obtained in respect of the Certificates executed and delivered with respect to this Lease, (ii) the cost of insurance premiums and insurance deductible amounts under any insurance policy to protect the Trustee from any liability under this Lease, approved by the Town Representative, which approval shall not be unreasonably withheld, (iii) reasonable legal fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from and against any legal claims related to the performance or discharge of its responsibilities under the provisions of this Lease, the Site Lease or the Leased Property, and (iv) reasonable expenses and fees of the Trustee incurred at the request of the Town Representative; (b)taxes, assessments, insurance premiums, utility charges, maintenance, upkeep costs, remediation and restoration costs, repair and replacement with respect to the Leased Property and as otherwise required under this Lease; (c)payments into the Rebate Fund for rebate payments as provided in this Lease; and (d)all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the Town shall fail to pay the same, as specifically set forth in this Lease) which the Town agrees to assume or pay as Additional Rentals under this Lease. Additional Rentals do not include Base Rentals. “Appropriation” means the action of the Council in annually making moneys available for all payments due under this Lease, including the payment of Base Rentals and Additional Rentals. 600 4 “Approval of Special Counsel” means an opinion of Special Counsel to the effect that the matter proposed will not adversely affect the excludability from gross income for federal income tax purposes of the Interest Portion of the Base Rentals paid by the Town under this Lease attributable to the Certificates. “Base Rentals” means the rental payments payable by the Town to the Trustee during the Lease Term, which constitute payments payable by the Town for and in consideration of the right to possess and use the Leased Property as set forth in Exhibit C (Base Rentals Schedule) hereto. Base Rentals does not include Additional Rentals. “Base Rentals Payment Dates” means the Base Rentals Payment Dates set forth in Exhibit C (Base Rentals Schedule) hereto. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado, are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Certificates” means the “Certificates of Participation, Series 2021, evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of [CLOSING DATE], 2025, between U.S. Bank Trust Company, National Association, solely in its capacity as trustee under the Indenture, as lessor, and the Town of Vail, Colorado, as lessee” dated as of their date of delivery, executed and delivered pursuant to the Indenture. “Charter” means the Town of Vail Home Rule Charter, as may be amended and supplemented from time to time. “Continuing Disclosure Certificate” means the certificate executed by the Town of even date herewith which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the Securities and Exchange Commission. “Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the Site Lease and this Lease and related to the authorization, sale, execution and delivery of the Certificates, as further defined in the Indenture. “Council” means the Town Council of the Town. “Counsel” means an attorney at law or law firm (who may be counsel for the Trustee) who is satisfactory to the Town. “C.R.S.” means Colorado Revised Statutes. “Development”means the West Middle Creek housing development, a for-rent housing development located in the Town. “Environmental Law” means any applicable federal, state or local law, statute, ordinance, rule, regulation or code, any license, permit, authorization, administrative or court order, judgment, decree or injunction, including all common law, related to pollution, protection or restoration of 601 5 health, safety or the environment, reclamation of mined lands, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of pollutants or Hazardous Substances, including, without limitation, CERCLA; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq.; the Clean Air Act, 42 U.S.C. Section 7401, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001, et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. 651, et seq., and any applicable state or local law counterparts, as the same may be reauthorized or amended from time to time. “Event(s) of Lease Default” means any event as defined in Section 14.1 hereof. “Event of Nonappropriation” means the termination and non-renewal of this Lease by the Town, determined by the Council’s failure, for any reason, to appropriate by the last day of each Fiscal Year, (a) sufficient amounts to be used to pay Base Rentals due in the next Fiscal Year and (b) sufficient amounts to pay such Additional Rentals as are estimated to become due in the next Fiscal Year, as provided in Section 6.4 hereof. An Event of Nonappropriation may also occur under certain circumstances described in Section 10.3(c) hereof. The term also means a notice under this Lease of the Town’s intention to not renew and therefore terminate this Lease or an event described in this Lease relating to the exercise by the Town of its right to not appropriate amounts due as Additional Rentals in excess of the amounts for which an Appropriation has been previously effected. “Finance Director” means the Finance Director of the Town or theirsuccessor in functions, if any. “Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar year and ends on December 31 of the same calendar year, or any other twelve month period which the Town or other appropriate authority hereafter may establish, after notification to the Trustee and the Owners, as the Town’s fiscal year. “Force Majeure” means, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America, the State of Colorado or any of their departments, agencies or officials or any civil or military authority; insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accidents to machinery, transmission pipes or canals; pandemics or other declared health emergencies; or any other cause or event not within the control of the Town in its capacity as lessee hereunder or the Trustee. “Hazardous Substance” means and includes: (a) the terms “hazardous substance,” “release” and “removal” which, as used herein, shall have the same meaning and definition as set forth in paragraphs (14), (22) and (23), respectively, of Title 42 U.S.C. §9601 and in Colorado law, provided, however, that the term “hazardous substance” as used herein shall also include “hazardous waste” as defined in paragraph (5) of 42 U.S.C. §6903 and “petroleum” as defined in paragraph (8) of 42 U.S.C. §6991; (b) the term “superfund” as used herein means the Comprehensive Environmental Response, Compensation and Liability Act, as amended, being 602 6 Title 42 U.S.C. §9601 et seq., as amended, and any similar State of Colorado statute or local ordinance applicable to the Leased Property, including, without limitation, Colorado rules and regulations promulgated, administered and enforced by any governmental agency or authority pursuant thereto; and (c) the term “underground storage tank” as used herein shall have the same meaning and definition as set forth in paragraph (1) of 42 U.S.C. §6991. “Indenture” means the Indenture of Trust, dated as of [CLOSING DATE], 2025, entered into by the Trustee, as the same may be amended or supplemented. “Initial Term” means the period which commences on the date of delivery of this Lease and terminates on December 31, 2025. “Interest Portion” means the portion of each Base Rentals payment that represents the payment of interest set forth in Exhibit C (Base Rentals Schedule) hereto. “Lease” means this Lease Purchase Agreement, dated as of [CLOSING DATE], 2025, between the Trustee, as lessor, and the Town, as lessee, as the same may hereafter be amended. “Lease Remedy” or “Lease Remedies” means any or all remedial steps provided in this Lease whenever an Event of Lease Default or an Event of Nonappropriation has happened and is continuing, which may be exercised by the Trustee as provided in this Lease and in the Indenture. “Lease Term” means the Initial Term and any Renewal Terms as to which the Town may exercise its option to renew this Lease by effecting an Appropriation of funds for the payment of Base Rentals and Additional Rentals hereunder, as provided in and subject to the provisions of this Lease. “Lease Term” refers to the time during which the Town is the lessee of the Leased Property under this Lease. “Leased Property” means the Site and the premises, buildings and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to this Lease, together with any and all additions and modifications thereto and replacements thereof, including, without limitation, any New Facility. “Mayor”means the Mayor of the Town or such person’s successor in functions, if any. “Net Proceeds” means the proceeds of any performance or payment bond, or proceeds of insurance, including self-insurance, required by this Lease or proceeds from any condemnation award, or proceeds derived from the exercise of any Lease Remedy or otherwise following termination of this Lease by reason of an Event of Nonappropriation or an Event of Lease Default, allocable to the Leased Property, less (a) all related expenses (including, without limitation, attorney’s fees and costs) incurred in the collection of such proceeds or award; and (b) all other related fees, expenses and payments due to the Town and the Trustee. “New Facility” means any real property, buildings or equipment leased by the Town to the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant to a future amendment to this Lease in connection with the execution and delivery of Additional Certificates. “Owner” means the registered owner of any Certificates and Beneficial Owners. 603 7 “Permitted Encumbrances” means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of this Lease; (b) the Site Lease, this Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to this Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions and exceptions which the Town Representative certifies will not materially interfere with or materially impair the Leased Property, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in this Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 hereof; and (e) the easements, covenants, restrictions, liens and encumbrances to which title to the Leased Property was subject when leased to the Trustee pursuant to the Site Lease, as shown on Exhibit B hereto, and which the Town Representative hereby certifies do not and will not interfere in any material way with the Leased Property. “Prepayment” means any amount paid by the Town pursuant to the provisions of this Lease as a prepayment of the Base Rentals due hereunder. “Principal Portion” means the portion of each Base Rentals payment that represents the payment of principal set forth in Exhibit C (Base Rentals Schedule) hereto. “Project” means to the extent financed with the proceeds of the Certificates, the granting of a loan to the Vail Home Partners Corporation to acquire, construct, install, and equip housing units in West Middle Creek, a for-rent workforce housing project, including any legally permitted costs and expenditures in connection therewith, all for public purposes, and as authorized by law, and payment of the costs of issuing the Certificates. “Purchase Option Price” means the amount payable on any date, at the option of the Town, to prepay Base Rentals, terminate the Lease Term and purchase the Trustee’s leasehold interest in the Leased Property, as provided herein. “Renewal Term” means any portion of the Lease Term commencing on January 1 of any calendar year and terminating on or before December 31 of such calendar year as provided in Article 4 hereof. “Revenues” means (a) all amounts payable by or on behalf of the Town or with respect to the Leased Property pursuant to this Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds, but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the Indenture (except for moneys and securities held in the Rebate Fund or any defeasance escrow account). “Site” means the real property owned by the Town and leased by the Town to the Trustee under the Site Lease and subleased by the Trustee to the Town under this Lease, the legal description of which is set forth in Exhibit A hereto, or an amendment or supplement hereto. 604 8 “Site Lease” means the Site Lease, dated as of [CLOSING DATE], 2025, between the Town, as lessor, and the Trustee, as lessee, as the same may hereafter be amended. “Special Counsel” means any counsel experienced in matters of municipal law and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any successor publication. So long as the Lease Term is in effect, the Town shall have the right to select Special Counsel. “Tax Certificate” means the Tax Compliance and No Arbitrage Certificate entered into by the Town with respect to this Lease and the Certificates. “Tax Code” means the Internal Revenue Code of 1986, as amended, and all regulations and rulings promulgated thereunder. “Town” means the Town of Vail, Colorado. “Town Manager” means the Town Manager of the Town or their successor in function. “Town Representative” means the Mayor, the Town Manager or the Finance Director or such other person at the time designated to act on behalf of the Town for the purpose of performing any act under this Lease, the Site Lease or the Indenture by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Town by the Mayor. “Trustee” means U.S. Bank Trust Company, National Association, acting solely in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. 605 9 ARTICLE 2 REPRESENTATIONS AND COVENANTS Section 2.1 Representations and Covenants of the Town. The Town represents and covenants to the Trustee, to the extent allowed by law and subject to renewal of this Lease and Appropriation as set forth in Article 6 hereof as follows: (a)The Town is a home rule municipal corporation duly organized and existing within the State under the Colorado Constitution, the laws of the State and the Charter. The Town is authorized to enter into this Lease and the Site Lease and to carry out its obligations under this Lease and the Site Lease. The Council has duly authorized and approved the execution and delivery of this Lease, the Site Lease and all other documents related to the execution and delivery of this Lease and the Site Lease. (b)The Town owns the Leased Property and the Trustee has a leasehold interest in the Leased Property pursuant to the Site Lease. (c)The leasing of the Leased Property by the Town to the Trustee pursuant to the Site Lease and the leasing or subleasing of the Leased Property from the Trustee, under the terms and conditions provided for in this Lease, and the implementation of the Project by the Town, are necessary, convenient and in furtherance of the Town’s public purposes and are in the best interests of the public health, safety and welfare. The Town will apply the net proceeds derived from the proceeds of the Certificates to effectuate the Project. (d)Neither the execution and delivery of this Lease and the Site Lease, nor the fulfillment of or compliance with the terms and conditions of this Lease and the Site Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Town is now a party or by which the Town or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the Town, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the Town, except for Permitted Encumbrances. (e)The Town agrees that, except for non-renewal and nonappropriation as set forth in Article 6 hereof, if the Town fails to perform any act which the Town is required to perform under this Lease, the Trustee may, but shall not be obligated to, perform or cause to be performed such act, and any reasonable expense incurred by the Trustee in connection therewith shall be an obligation owing by the Town (from moneys for which an Appropriation has been effected) to the Trustee shall be a part of Additional Rentals, and the Trustee shall be subrogated to all of the rights of the party receiving such payment. (f)There is no litigation or proceeding pending against the Town affecting the right of the Town to execute this Lease or the Site Lease or the ability of the Town to make the payments required hereunder or to otherwise comply with the obligations contained herein, or which, if adversely determined, would, in the aggregate or in any case, materially adversely affect the property, assets, financial condition or business of the Town or 606 10 materially impair the right or ability of the Town to carry on its operations substantially as now conducted or anticipated to be conducted in the future. (g)Except for customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, the Town shall not cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without prior written notice to the Trustee, and all Hazardous Substances, including, customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept in or about the Leased Property. If the presence of any Hazardous Substance on the Leased Property caused or permitted by the Town results in contamination of the Leased Property, or if contamination of the Leased Property by any Hazardous Substance otherwise occurs for which the Town is legally liable for damage resulting therefrom, then the Town shall include as an Additional Rental any amount necessary to reimburse the Trustee for legal expenses incurred to defend (to the extent that an Appropriation for the necessary moneys has been effected by the Town) the Trustee from claims for damages, penalties, fines, costs, liabilities or losses and to reimburse the Trustee for any other costs incurred addressing the presence of Hazardous Substances on the Leased Property. The reimbursement of the Trustee’s legal expenses and costs incurred is not an indemnification. It is expressly understood that the Town is not indemnifying the Trustee and expenses of such defense shall constitute Additional Rentals. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property caused or permitted by the Town results in any contamination of the Leased Property, the Town shall provide prior written notice to the Trustee and the Town shall promptly take all actions at its sole expense (which expenses shall constitute Additional Rentals) as are necessary to effect remediation of the contamination in accordance with legal requirements. (i)The Town agrees that its budget officer or other primary business official will do all things lawfully within such officer’s or official’s power (a) to include amounts to pay Base Rentals and Additional Rentals in each annual or biennial budget (as appropriate) to be submitted to its governing body and (b) to use best efforts to obtain and maintain funds from which such Base Rentals and Additional Rentals may be made during each fiscal period for which amounts have been duly appropriated to make such payments. (j)The Town covenants and agrees to comply with any applicable covenants and requirements of the Town set forth in the Tax Certificate. Section 2.2 Representations and Covenants of the Trustee. The Trustee represents and covenants as follows: (a)The Trustee is a national banking association duly organized and existing under the laws of the United States of America. The Trustee is authorized to enter into the Site Lease and this Lease, and to execute and deliver the Indenture and the Certificates, and to carry out its obligations hereunder and thereunder. (b)So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Site Lease or this Lease or as 607 11 necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee’s right, title and interest in and to (i) this Lease or the Site Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and attendant rights and obligations which may be derived under this Lease or the Site Lease and/or (iii) the Leased Property and any reversion therein or any of its or the Trustee’s other rights under this Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in its or the Trustee’s right, title and interest in, to and under this Lease or the Site Lease or the Leased Property except for Permitted Encumbrances. (c)Neither the execution and delivery of this Lease and the Site Lease or the Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. (d)To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute this Lease and the Site Lease or to execute the Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has been disclosed in writing to the Town on or prior to the date the Indenture is executed and delivered. Section 2.3 Nature of Lease. The Town and the Trustee acknowledge and agree that the Base Rentals and Additional Rentals hereunder shall constitute currently budgeted and appropriated expenditures of the Town and may be paid from any legally available funds. The Town’s obligations under this Lease shall be subject to the Town’s annual right to terminate this Lease (as further provided herein), and shall not constitute a mandatory charge or requirement in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as creating a general obligation, multiple fiscal year financial obligation, or other indebtedness of the Town within the meaning of any constitutional, Charter or statutory debt limitation. No provision of this Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Article XI, Sections 1 or 2 of the Colorado Constitution. Neither this Lease nor the execution and delivery of the Certificates shall directly or indirectly obligate the Town to make any payments beyond those duly budgeted and appropriated for the Town’s then current Fiscal Year. The Town shall be under no obligation whatsoever to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of Town moneys, nor shall any provision of this Lease restrict the future issuance of any Town bonds or obligations payable from any class or source of Town moneys (provided, however, certain restrictions in the Indenture shall apply to the issuance of Additional Certificates). In the event that this Lease is not renewed by the Town, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property. Section 2.4 Town Acknowledgement of Certain Matters. The Town acknowledges the Indenture and the execution and delivery by the Trustee of the Indenture and the Certificates pursuant to the Indenture, and that all conditions precedent to the execution of the Indenture have been complied with. The Town also acknowledges the Trustee’s authority to act on behalf of the 608 12 Owners of the Certificates with respect to all rights, title and interests of the Trustee in, to and under this Lease, the Site Lease and the Leased Property. To the extent that the Town has duties, obligations and rights under the Indenture, the Town agrees to perform such duties and obligations so long as this Lease is in effect, subject to appropriation and to the extent permitted by law. Section 2.5 Relationship of Town and Trustee. The relationship of the Town and the Trustee under this Lease is, and shall at all times remain, solely that of lessee and lessor; and the Town neither undertakes nor assumes any responsibility or duty to the Trustee or to any third party with respect to the Trustee’s obligations relating to the Leased Property; and the Trustee does not undertake or assume any responsibility or duty to the Town or to any third party with respect to the Town’s obligations relating to the Leased Property. Notwithstanding any other provisions of this Lease: (a) the Town and the Trustee are not, and do not intend to be construed to be, partners, joint ventures, members, alter egos, managers, controlling persons or other business associates or participants of any kind of either of the other, and the Town and the Trustee do not intend to ever assume such status; and (b) the Town and the Trustee shall not be deemed responsible for, or a participant in, any acts, omissions or decisions of either of the other. 609 13 ARTICLE 3 LEASE OF THE LEASED PROPERTY The Trustee demises and leases the Leased Property to the Town and the Town leases the Leased Property from the Trustee, in accordance with the provisions of this Lease, subject only to Permitted Encumbrances, to have and to hold for the Lease Term. The Town and the Trustee acknowledge that the Town owns the Leased Property and the Town has leased the Leased Property to the Trustee pursuant to the Site Lease; and the Town and the Trustee intend that there be no merger of the Town’s interests as sublessee under this Lease and the Town’s ownership interest in the Leased Property so as to cause the cancellation of the Site Lease or this Lease, or an impairment of the leasehold and subleasehold interest intended to be created by the Site Lease and this Lease. 610 14 ARTICLE 4 LEASE TERM Section 4.1 Duration of Lease Term. The Lease Term shall commence as of the date hereof. The Initial Term shall terminate on December 31, 2025. This Lease may be renewed, solely at the option of the Town, for [__] Renewal Terms, provided, however, that the Lease Term shall terminate no later than December 31, 20[__], except that the Renewal Term beginning on January 1, 20[__] shall terminate upon the Town’s payment of the final Base Rental payment as set forth in Exhibit C. The Town hereby finds that the maximum Lease Term hereunder does not exceed the weighted average useful life of the Leased Property. The Town further determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum Lease Term) does not exceed the useful life of the Leased Property. The Town Manager or other officer of the Town at any time charged with the responsibility of formulating budget proposals for the Town is hereby directed to include in the annual budget proposals submitted to the Council, in any year in which this Lease shall be in effect, items for all payments required for the ensuing Renewal Term under this Lease until such time, if any, as the Town may determine to not renew and terminate this Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the Town that any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be made solely by the Council in its absolute discretion and not by any other official of the Town, as further provided in the following paragraph. During the Lease Term, the Town shall in any event, whether or not the Lease is to be renewed, furnish the Trustee with copies of its annual budget promptly after the budget is adopted. The Trustee shall have no duty to examine the Town’s annual budget. Not later than December 15 of the then current Initial Term or any Renewal Term the Town Representative shall give written notice (in substantially the form set forth in Exhibit D attached hereto) to the Trustee that either: (a)The Town has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes (i) sufficient amounts authorized and directed to be used to pay all of the Base Rentals; and (ii) sufficient amounts to pay such Additional Rentals as are estimated to become due; all as further provided in Sections 6.2, 6.3 and 6.4 hereof, whereupon, this Lease shall be renewed for the ensuing Fiscal Year; or (b)The Town has determined, for any reason, not to renew this Lease for the ensuing Fiscal Year. Subject to the provisions of Section 6.4(a) hereof, the failure to give such notice shall not constitute an Event of Lease Default, nor prevent the Town from electing not to renew this Lease, nor result in any liability on the part of the Town. The Town’s option to renew or not to renew this Lease shall be conclusively determined by whether or not the applicable Appropriation has been made on or before December 31 of each Fiscal Year, all as further provided in Article 6 hereof. 611 15 The terms and conditions hereof during any Renewal Term shall be the same as the terms and conditions hereof during the Initial Term, except that the Purchase Option Price and the Base Rentals shall be as provided in Article 12 and Exhibit C (Base Rentals Schedule) hereof. Section 4.2 Termination of Lease Term. The Lease Term shall terminate upon the earliest of any of the following events: (a)The expiration of the Initial Term or any Renewal Term during which there occurs an Event of Nonappropriation pursuant to Section 4.1 and Article 6 hereof(provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.4 hereof); (b)The occurrence of an Event of Nonappropriation under this Lease (provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.4 hereof); (c)The conveyance of the Trustee’s leasehold interest in the Leased Property under this Lease to the Town upon payment of the Purchase Option Price or all Base Rentals and Additional Rentals, for which an Appropriation has been effected by the Town for such purpose, as provided in Section 12.2(a) or (b) hereof; or (d)An uncured Event of Lease Default and termination of this Lease under Article 14 hereof by the Trustee. Except for an event described in subparagraph (c) above, upon termination of this Lease, the Town agrees to peacefully deliver possession of the Leased Property to the Trustee. Termination of the Lease Term shall terminate all unaccrued obligations of the Town under this Lease, and shall terminate the Town’s rights of possession under this Lease (except to the extent of the holdover provisions of Sections 6.5 and 14.2(c)(i) hereof, and except for any conveyance pursuant to Article 12 hereof). All obligations of the Town accrued prior to such termination shall be continuing until the Trustee gives written notice to the Town that such accrued obligations have been satisfied. Upon termination of the Lease Term any moneys received by the Trustee in excess of the amounts necessary to terminate and discharge the Indenture and this Lease, shall be paid to the Town. The Town shall not have the right to terminate this Lease due to a default by the Trustee under this Lease. 612 16 ARTICLE 5 ENJOYMENT OF THE LEASED PROPERTY Section 5.1 Trustee’s Covenant of Quiet Enjoyment. The Trustee hereby covenants that the Town shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the Trustee, except as expressly required or permitted by this Lease. The Trustee shall not interfere with the quiet use and enjoyment of the Leased Property by the Town during the Lease Term so long as no Event of Lease Default shall have occurred. The Trustee shall, at the request of the Town and at the cost of the Town, cooperate fully in any legal action in which the Town asserts against third parties its right to such possession and enjoyment, or which involves the imposition of any taxes or other governmental charges on or in connection with the Leased Property. In addition, the Town may at its own expense join in any legal action affecting its possession and enjoyment of the Leased Property and shall be joined in any action affecting its liabilities hereunder. The provisions of this Article 5 shall be subject to the Trustee’s right to inspect the Leased Property and the Town’s books and records with respect thereto as provided in Section 11.8 hereof. Section 5.2 Town’s Need for the Leased Property; Determinations as to Fair Value and Fair Purchase Price. The Council has determined and hereby determines that the Town has a current need for the Leased Property. It is the present intention and expectation of the Town that this Lease will be renewed annually until the Trustee’s interests in the Site Lease are released and unencumbered title to the Leased Property is acquired by the Town pursuant to this Lease; but this declaration shall not be construed as contractually obligating or otherwise binding the Town. The Council has determined that the Base Rentals under this Lease during the Lease Term for the Leased Property represent the fair value of the use of the Leased Property and that the Purchase Option Price for the Leased Property will represent the fair purchase price of the Trustee’s leasehold interest in the Leased Property at the time of the exercise of the option. The Council has determined that the Base Rentals do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew this Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property hereunder. In making such determinations, the Council has given consideration to the estimated current value of the Leased Property, the uses and purposes for which the Leased Property will be employed by the Town, the benefit to the citizens and inhabitants of the Town by reason of the use and occupancy of the Leased Property pursuant to the terms and provisions of this Lease, the Town’s option to purchase the Trustee’s leasehold interest in the Leased Property and the expected eventual vesting of unencumbered title to the Leased Property in the Town. The Council has determined that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum Lease Term for the Leased Property) does not exceed the weighted average useful life of the Leased Property. 613 17 ARTICLE 6 PAYMENTS BY THE TOWN Section 6.1 Payments to Constitute Currently Budgeted Expenditures of the Town. The Town and the Trustee acknowledge and agree that the Base Rentals, Additional Rentals and any other obligations hereunder shall constitute currently budgeted expenditures of the Town, if an Appropriation has been effected for such purpose. The Town’s obligations to pay Base Rentals, Additional Rentals and any other obligations under this Lease shall be from year to year only (as further provided in Article 4 and Sections 6.2 and 6.4 hereof), shall extend only to moneys for which an Appropriation has been effected by the Town, and shall not constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers or as creating a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town or a general obligation or other indebtedness of the Town within the meaning of any constitutional, Charter provision or statutory debt limitation, including without limitation Article X, Section 20 of the Colorado Constitution. No provision of this Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither this Lease nor the Certificates shall directly or indirectly obligate the Town to make any payments beyond those for which an Appropriation has been effected by the Town for the Town’s then current Fiscal Year. The Town shall be under no obligation whatsoever to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of Town moneys, nor shall any provision of this Lease restrict the future issuance of any Town bonds or obligations payable from any class or source of Town moneys (provided, however, that certain restrictions in the Indenture shall apply to the issuance of Additional Certificates). Section 6.2 Base Rentals, Purchase Option Price and Additional Rentals. (a)The Town shall pay Base Rentals for which an Appropriation has been effected by the Town, directly to the Trustee during the Initial Term and any Renewal Term, on the Base Rentals Payment Dates and in the “Total Base Rentals” amounts set forth in Exhibit C (Base Rentals Schedule) attached hereto and made a part hereof. For federal and State income tax purposes, a portion of each payment of Base Rentals for the Certificates is designated and will be paid as interest, and Exhibit C (Base Rentals Schedule) hereto sets forth the Interest Portion of each payment of Base Rentals for the Certificates. The Town shall receive credit against its obligation to pay Base Rentals to the extent moneys are held by the Trustee on deposit in the Base Rentals Fund created under the Indenture and are available to pay Base Rentals. The Town acknowledges that upon receipt by the Trustee of each payment of Base Rentals, the Trustee, pursuant to the terms of the Indenture, is to deposit the amount of such Base Rentals in the Base Rentals Fund. The Base Rentals set forth in Exhibit C shall be recalculated in the event of the execution and delivery of Additional Certificates as provided in the Indenture and shall also be recalculated in the event of a partial redemption of the Certificates. The Trustee 614 18 may conclusively rely upon such revised Exhibit C (Base Rentals Schedule) and has no duty to make an independent investigation in connection therewith. (b)The Town may, on any date, pay the then applicable Purchase Option Price for the purpose of terminating this Lease and the Site Lease in whole and purchasing the Trustee’s leasehold interest in the Leased Property as further provided in Article 12 hereof. Subject to the Approval of Special Counsel, the Town may also, at any time during the Lease Term, (1) prepay any portion of the Base Rentals due under this Lease and (2) in connection with such prepayment, recalculate the Base Rentals set forth in Exhibit C (Base Rentals Schedule). Any such revised Exhibit C (Base Rentals Schedule) shall be prepared by the Town Representative and delivered to the Trustee. The Trustee may conclusively rely upon such revised Exhibit C (Base Rentals Schedule) and has no duty to make an independent investigation in connection therewith. The Town shall give the Trustee notice of its intention to exercise either of such options not less than 45 days in advance of the date of exercise and shall deposit with the Trustee by not later than the Business Day preceding the date of exercise an amount equal to the Purchase Option Price due on the date of exercise or the applicable amount of Base Rentals to be prepaid. If the Town shall have given notice to the Trustee of its intention to prepay Base Rentals but shall not have deposited the amounts with the Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals which have been specifically appropriated by the Council for such purpose as if no such notice had been given. The Trustee may waive the right to receive 45 days advance notice and may agree to a shorter notice period in the sole determination of the Trustee. (c)All Additional Rentals shall be paid by the Town on a timely basis directly to the person or entity to which such Additional Rentals are owed. Additional Rentals shall include, without limitation, the reasonable fees and expenses of the Trustee, reasonable expenses of the Trustee in connection with the Leased Property and for the cost of taxes, insurance premiums, utility charges, maintenance and repair costs and all other expenses expressly required to be paid hereunder, and any other amounts due to the insurer of any of the Certificates, and any Rebate Fund payments required pursuant to this Lease and the Indenture. All of the payments required by this paragraph are subject to Appropriation by the Town; provided, however, a failure by the Town to budget and appropriate moneys for any of the payments required by this paragraph shall constitute an Event of Nonappropriation. If the Town’s estimates of Additional Rentals for any Fiscal Year are not itemized in the budget required to be furnished to the Trustee under Section 4.1 hereof, the Town shall furnish an itemization of such estimated Additional Rentals to the Trustee on or before the 15th day of the month immediately preceding such Fiscal Year. Section 6.3 Manner of Payment. The Base Rentals, for which an Appropriation has been effected by the Town, and, if paid, the Purchase Option Price, shall be paid or prepaid by the Town to the Trustee at its corporate trust office by wire transfer of federal funds, certified funds or other method of payment acceptable to the Trustee in lawful money of the United States of America. 615 19 An installment of Base Rentals or, if payable to the Trustee and due to Owner, Additional Rentals shall be considered paid on the date it is due if the Trustee holds on the preceding Business Day, by 10:00am Denver time, U.S. legal tender designated for and sufficient to pay the amount due to Owners. The obligation of the Town to pay the Base Rentals and Additional Rentals as required under this Article 6 and other sections hereof in any Fiscal Year for which an Appropriation has been effected by the Town for the payment thereof shall be absolute and unconditional and payment of the Base Rentals and Additional Rentals in such Fiscal Years shall not be abated through accident or unforeseen circumstances, or any default by the Trustee under this Lease, or under any other agreement between the Town and the Trustee, or for any other reason including without limitation, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Leased Property, commercial frustration of purpose, or failure of the Trustee, to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with this Lease, it being the intention of the parties that the payments required by this Lease will be paid in full when due without any delay or diminution whatsoever, subject only to the annually renewable nature of the Town’s obligation hereunder as set forth in Section 6.1 hereof, and further subject to the Town’s rights under Section 9.3 hereof. Notwithstanding any dispute between the Town and the Trustee, the Town shall, during the Lease Term, make all payments of Base Rentals and Additional Rentals in such Fiscal Years and shall not withhold any Base Rentals or Additional Rentals, for which an Appropriation has been effected by the Town, pending final resolution of such dispute (except to the extent permitted by Sections 8.2 and 9.3 hereof with respect to certain Additional Rentals), nor shall the Town assert any right of set-off or counterclaim against its obligation to make such payments required hereunder. No action or inaction on the part of the Trustee shall affect the Town’s obligation to pay all Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, in such Fiscal Years subject to this Article (except to the extent provided by Sections 8.2 and 9.3 hereof with respect to certain Additional Rentals). Section 6.4 Nonappropriation. In the event that the Town gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the Town shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Article, or in the event that the Town is proceeding under the provisions of Section 10.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a)In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the Town on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the Town that this Lease will not be renewed; provided that the Trustee’s failure to declare an Event of Nonappropriation on such date shall not be construed as a waiver of the Event of Nonappropriation or the consequences of an Event of Nonappropriation under this Lease. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the Town. 616 20 (b)The Trustee shall waive any Event of Nonappropriation which is cured by the Town, within 30 days of the receipt by the Town of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c)Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the Town within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the Town to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the Town shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 and 14.3 hereof, the Town shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the Town shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 6.5 hereof, the Town shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The Town acknowledges that, upon the occurrence of an Event of Nonappropriation (a) the Trustee shall be entitled to all moneys then being held in all funds created under the Indenture (except the Rebate Fund, and any defeasance escrow accounts which are established with the written consent of the Trustee) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination hereof by reason of an Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the Indenture. Section 6.5 Holdover Tenant. If the Town fails to vacate the Leased Property after termination of this Lease, whether as a result of the occurrence of an Event of Nonappropriation or an Event of Lease Default as provided in Section 14.2(a) hereof, with the written permission of the Trustee it will be deemed to be a holdover tenant on a month-to-month basis, and will be bound by all of the other terms, covenants and agreements of this Lease. Any holding over by the Town without the written permission of the Trustee shall be at sufferance. The amount of rent to be paid monthly during any period when the Town is deemed to be a holdover tenant will be equal to (a) one-sixth of the Interest Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date plus one-twelfth of the Principal Portion of the Base Rentals coming due 617 21 on the next succeeding Base Rentals Payment Date on which a Principal Portion of the Base Rentals would have been payable with appropriate adjustments to ensure the full payment of such amounts on the due dates thereof in the event termination occurs during a Renewal Term plus (b) Additional Rentals as the same shall become due. Section 6.6 Prohibition of Adverse Budget or Appropriation Modifications. To the extent permitted by law, the Town shall not, during any Fiscal Year of the Lease Term, make any budgetary transfers or other modifications to its then existing budget and appropriation measures relating to the Leased Property or this Lease which would adversely affect the Town’s ability to meet its obligation to pay Base Rentals and duly budgeted and appropriated Additional Rentals hereunder. 618 22 ARTICLE 7 SITE LEASE; TITLE INSURANCE Section 7.1 Site Lease. At the time of the execution and delivery of this Lease, the Town shall have leased to the Trustee, and the Trustee shall have leased from the Town, the Leased Property pursuant to the Site Lease. As further provided in Section 8.1 hereof, a leasehold interest in the Leased Property shall be held by the Trustee, subject to this Lease. Section 7.2 Title Insurance. The Trustee shall be provided with a Leasehold Owner’s title insurance policy insuring the Trustee’s leasehold estate in the Leased Property under the Site Lease, subject only to Permitted Encumbrances, with such policy to be in an amount not less than the original aggregate principal amount of the Certificates or such lesser amount as shall be the maximum insurable value of the Leased Property. Such policy, or a binding commitment therefor, shall be provided to the Trustee concurrently with the execution and delivery of the Certificates. 619 23 ARTICLE 8 TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES Section 8.1 Title to the Leased Property. At all times during the Lease Term, title to the Leased Property shall remain in the Town, subject to the Site Lease, this Lease, the Indenture and any other Permitted Encumbrances. Except for personal property purchased by the Town at its own expense pursuant to Section 9.2 hereof, a leasehold estate in the Leased Property and any and all additions and modifications thereto and replacements thereof shall be held in the name of the Trustee until the Trustee has exercised Lease Remedies or until the Trustee’s leasehold interest in the Leased Property is conveyed to the Town as provided in Article 12 hereof, or until termination of the Site Lease, notwithstanding (a) the occurrence of an Event of Nonappropriation; (b) the occurrence of one or more Events of Lease Default; (c) the occurrence of any event of damage, destruction, condemnation, or construction, manufacturing or design defect or title defect, as provided in Article 10 hereof; or (d) the violation by the Trustee of any provision of the Site Lease or this Lease. The Trustee shall not, in any way, be construed as the owner of the Leased Property. Section 8.2 No Encumbrance, Mortgage or Pledge of the Leased Property. Except as may be permitted by this Lease, the Town shall not permit any mechanic’s or other lien to be established or remain against the Leased Property; provided that, if the Town shall first notify the Trustee of the intention of the Town to do so, the Town may in good faith contest any mechanic’s or other lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by nonpayment of any such items the Trustee’s leasehold interest in the Leased Property will be materially endangered, or the Leased Property or any part thereof will be subject to loss or forfeiture, in which event the Town shall promptly pay and cause to be satisfied and discharged all such unpaid items (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such items). The Trustee will cooperate in any such contest. Except as may be permitted by this Lease, the Town shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, except Permitted Encumbrances. The Town shall promptly, at its expense, take such action as may be necessary to duly discharge any such mortgage, pledge, lien, charge, encumbrance or claim not excepted above. 620 24 ARTICLE 9 MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES Section 9.1 Maintenance of the Leased Property by the Town. Subject to its right to not appropriate and as otherwise provided in Section 10.3 hereof, the Town agrees that at all times during the Lease Term, the Town will maintain, preserve and keep the Leased Property or cause the Leased Property to be maintained, preserved and kept, in good repair, working order and condition, and from time to time make or cause to be made all necessary and proper repairs, including replacements, if necessary. The Trustee shall have no responsibility in any of these matters or for the making of any additions, modifications or replacements to the Leased Property. Section 9.2 Modification of the Leased Property; Installation of Furnishings and Machinery of the Town. The Town shall have the privilege of making substitutions, additions, modifications and improvements to the Leased Property, at its own cost and expense, as appropriate and any such substitutions, additions, modifications and improvements to the Leased Property shall be the property of the Town, subject to the Site Lease, this Lease and the Indenture and shall be included under the terms of the Site Lease, this Lease and the Indenture; provided, however, that such substitutions, additions, modifications and improvements shall not in any way damage the Leased Property or cause the Leased Property to be used for purposes other than lawful governmental functions of the Town (except to the extent of subleasing permitted under Section 13.2 hereof) or cause the Town to violate its tax covenant in Section 11.5 hereof; and provided that the Leased Property, as improved or altered, upon completion of such substitutions, additions, modifications and improvements, shall be of a value not less than the value of the Leased Property immediately prior to such making of substitutions, additions, modifications and improvements. The Town may also, from time to time in its sole discretion and at its own expense, install machinery, equipment and other tangible property in or on the Leased Property. All such machinery, equipment and other tangible property shall remain the sole property of the Town in which the Trustee shall have no interests; provided, however, that title to any such machinery, equipment and other tangible property which becomes permanently affixed to the Leased Property shall be included under the terms of the Site Lease, this Lease and the Indenture, in the event that such Leased Property would be damaged or impaired by the removal of such machinery, equipment or other tangible property. The Town shall have the right to make substitutions to the Leased Property upon compliance with the provisions set forth in Section 11.4 hereof. Section 9.3 Taxes, Other Governmental Charges and Utility Charges. In the event that the Leased Property shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the Town shall pay the amount of all such taxes, assessments and governmental charges then due, as Additional Rentals. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Town shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during the upcoming Fiscal Year. Except for Permitted Encumbrances, the Town shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Leased Property (including, without limitation, any taxes levied upon 621 25 the Leased Property which, if not paid, will become a charge on the rentals and receipts from the Leased Property, or any interest therein, including the leasehold interests of the Trustee), or the rentals and revenues derived therefrom or hereunder. The Town shall also pay as Additional Rentals, as the same respectively become due, all utility and other charges and fees and other expenses incurred in the operation, maintenance and upkeep of the Leased Property. The Town may, at its expense, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by nonpayment of any such items the value of the Leased Property will be materially endangered or the Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability, in which event such taxes, assessments, utility or other charges shall be paid forthwith (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such taxes, assessments, utility or other charges). Section 9.4 Provisions for Liability and Property Insurance. During the Initial Term and each Renewal Term until termination of the Lease pursuant to Section 4.2 hereof, the Town shall, at its own expense, cause casualty and property damage insurance to be carried and maintained with respect to the Leased Property in an amount at least equal to the estimated replacement cost of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount deemed reasonable by the Council. The Town may, in its discretion, insure the Leased Property under blanket insurance policies which insure not only the Leased Property, but other buildings as well, as long as such blanket insurance policies comply with the requirements hereof. If the Town shall insure against similar risks by self-insurance, the Town may, at its election provide for casualty and property damage insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the Town shall elect to self- insure, the Town Representative shall annually furnish to the Trustee a certification of the adequacy of the Town’s reserves. The Trustee shall be named additional insured and loss payee on any casualty and property insurance. Upon the execution and delivery of this Lease and until termination of the Lease Term pursuant to Section 4.2 hereof, the Town shall, at its own expense, cause public liability insurance to be carried and maintained with respect to the activities to be undertaken by and on behalf of the Town in connection with the use of the Leased Property, in an amount not less than the limitations provided in the Colorado Governmental Immunity Act (C.R.S. § 24-10-101, et seq., as amended). Such insurance may contain deductibles and exclusions deemed reasonable by the Council. The public liability insurance required by this Section may be by blanket insurance policy or policies. If the Town shall insure against similar risks by self-insurance, the Town, at its election may provide for public liability insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the Town elects to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the adequacy of the Town’s reserves. The Trustee shall be named as additional insured and loss payee on any public liability insurance. Any casualty and property damage insurance policy required by this Section shall be so written or endorsed as to make payments under such insurance policy payable to the Town and the Trustee. Each insurance policy provided for in this Section shall contain a provision to the effect 622 26 that the insurance company shall not cancel the policy without first giving written notice thereof to the Town at least 30 days in advance of such cancellation. A certificate of insurance from the Town or the Town’s insurance agent will be acceptable evidence of insurance. All insurance policies issued pursuant to this Section, or certificates evidencing such policies, shall be deposited with the Trustee. No agent or employee of the Town shall have the power to adjust or settle any loss with respect to the Leased Property in excess of $25,000, whether or not covered by insurance, without the prior written consent of the Trustee; except that losses not exceeding $100,000 may be adjusted or settled by the Town without the Trustee’s consent. The Trustee shall have no responsibility for monitoring, renewing, or receiving of the insurance policies, or the certificates evidencing such policies, or the documents pertaining thereto, except as provided herein or in the Site Lease. Section 9.5 Advances. If the Town fails to pay any Additional Rentals during the Lease Term as such Additional Rentals become due, the Trustee may (but shall not be obligated to) pay such Additional Rentals and the Town agrees to reimburse the Trustee to the extent permitted by law and subject to Appropriation as provided under Article 6 hereof. Section 9.6 Granting of Easements. As long as no Event of Nonappropriation or Event of Lease Default shall have happened and be continuing, the Trustee, shall upon the request of the Town: (a) grant or enter into easements, permits, licenses, party wall and other agreements, rights- of-way (including the dedication of public roads) and other rights or privileges in the nature of easements, permits, licenses, party wall and other agreements and rights of way with respect to any property or rights included in this Lease (whether such rights are in the nature of surface rights, sub-surface rights or air space rights), free from this Lease and any security interest or other encumbrance created hereunder or thereunder; (b) release existing easements, permits, licenses, party wall and other agreements, rights-of-way, and other rights and privileges with respect to such property or rights, with or without consideration; and (c) execute and deliver any instrument necessary or appropriate to grant, enter into or release any such easement, permit, license, party wall or other agreement, right-of-way or other grant or privilege upon receipt of: (i) a copy of the instrument of grant, agreement or release and (ii) a written application signed by the Town Representative requesting such grant, agreement or release and stating that such grant, agreement or release will not materially impair the effective use or materially interfere with the operation of the Leased Property, and will not materially adversely affect the security intended to be given by or under the Indenture, the Site Lease or this Lease. 623 27 ARTICLE 10 DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 10.1 Damage, Destruction and Condemnation. If, during the Lease Term, and of the following occur, then, the Town shall be obligated to continue to pay Base Rentals and Additional Rentals (subject to Article 6 hereof): (a)The Leased Property shall be destroyed (in whole or in part), or damaged by fire, contamination, or other casualty; or (b)Title to, or the temporary or permanent use of, the Leased Property or the estate of the Town or the Trustee in the Leased Property is taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or entity acting under governmental authority; or (c)A breach of warranty or a material defect in the construction, manufacture or design of the Leased Property becomes apparent; or (d)Title to or the use of all or a portion of the Leased Property is lost by reason of a defect in title thereto, Section 10.2 Obligation to Repair and Replace the Leased Property. The Town and the Trustee, to the extent Net Proceeds are within their respective control, shall cause such Net Proceeds of any insurance policies, performance bonds or condemnation awards to be deposited in a separate trust fund held by the Trustee. All Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Leased Property by the Town, upon receipt by the Trustee of requisitions signed by the Town Representative stating with respect to each payment to be made: (a)The requisition number; (b)The name and address of the person, firm or entity to whom payment is due; (c)The amount to be paid; and (d)That each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall have no duty to review or examine the accompanying bill, invoice or statement of account, but may conclusively rely on the properly executed disbursement request. The Town and the Trustee shall agree to cooperate and use their best reasonable efforts subject to the terms of the Indenture to enforce claims which may arise in connection with material defects in the construction, manufacture or design of the Leased Property or otherwise. If there is a balance of any Net Proceeds allocable to the Leased Property remaining after such repair, restoration, 624 28 modification, improvement or replacement has been completed, this balance shall be used by the Town, to: (a)Add to, modify or alter the Leased Property or add new components thereto, or (b)Prepay the Base Rentals with a corresponding adjustment in the amount of Base Rentals payable under Exhibit C (Base Rentals Schedule) to this Lease, or (c)Accomplish a combination of (a) and (b). Any repair, restoration, remediation, modification, improvement or replacement of the Leased Property paid for in whole or in part out of Net Proceeds allocable to the Leased Property shall be the property of the Town, subject to the Site Lease, this Lease and the Indenture and shall be included as part of the Leased Property under this Lease. Section 10.4 Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, remediation, modification, improvement or replacement of the Leased Property required under Section 10.2 hereof, the Town may elect to: (a)Complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the Town are available for payment of such cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased Property, and the Town agrees that, if by reason of any such insufficiency of the Net Proceeds allocable to the Leased Property, the Town shall make any payments pursuant to the provisions of this paragraph, the Town shall not be entitled to any reimbursement therefor from the Trustee, nor shall the Town be entitled to any diminution of the Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, payable under Article 6 hereof; or (b)Apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article 12 hereof, or an appropriate portion thereof. In the event of an insufficiency of the Net Proceeds for such purpose, the Town shall, subject to the limitations of Section 6.1 hereof, pay such amounts as may be necessary to equal that portion of the Purchase Option Price which is attributable to the Leased Property for which Net Proceeds have been received (as certified to the Trustee by the Town); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be used as directed by the Town in the same manner as set forth in Section 10.2 hereof; or (c)If the Town does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the Town’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. 625 29 The above referenced election shall be made by the Town within 90 days of the occurrence of an event specified in Section 10.1 hereof. It is hereby declared to be the Town’s present intention that, if an event described in Section 10.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration, modification, improvement or replacement of the Leased Property, the Town would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the Town must operate within budgetary and other economic constraints applicable to it at the time, which cannot be predicted with certainty; and accordingly the foregoing declaration shall not be construed to contractually obligate or otherwise bind the Town. Section 10.5 Cooperation of the Trustee. The Trustee shall cooperate fully with the Town in filing any proof of loss with respect to any insurance policy or performance bond covering the events described in Section 10.1 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Property and the enforcement of all warranties relating to the Leased Property. So long as no Event of Lease Default or Event of Nonappropriation has occurred and is then existing, the Trustee shall not voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim performance or payment bond claim, prospective or pending condemnation proceeding with respect to the Leased Property without the written consent of the Town. 626 30 ARTICLE 11 DISCLAIMER OF WARRANTIES; OTHER COVENANTS Section 11.1 Disclaimer of Warranties. THE TRUSTEE HAS NOT MADE AND WILL NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED PROPERTY. THE TOWN HEREBY ACKNOWLEDGES AND DECLARES THAT THE TOWN IS SOLELY RESPONSIBLE FOR THE CONDITION, MAINTENANCE, REPAIR AND OPERATION OF THE LEASED PROPERTY, AND THAT THE TRUSTEE HAS NO RESPONSIBILITY THEREFOR. For the purpose of enabling the Town to discharge such responsibility, the Trustee constitutes and appoints the Town as its attorney in fact for the purpose of asserting and enforcing, at the sole cost and expense of the Town, all manufacturer’s and contractor’s warranties and guaranties, express or implied, with respect to the Leased Property, as well as any claims or rights the Trustee may have in respect of the Leased Property against any manufacturer, supplier, contractor or other person. Except as otherwise provided in this Lease, the Trustee shall not be liable for any direct or indirect, incidental, special, punitive or consequential damage in connection with or arising out of this Lease, the Leased Property, or the existence, furnishing, functioning or use by the Town of any item, product or service provided for herein except that nothing shall relieve the Trustee’s liability for any claims, damages, liability or court awards, including costs, expenses and attorney fees, relating to or arising from the Trustee’s actions or omissions that result from the negligence, bad faith or willful misconduct of the Trustee or its employees. Section 11.2 Further Assurances and Corrective Instruments. The Trustee and the Town agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such amendments hereof or supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property. Section 11.3 Compliance with Requirements. During the Lease Term, the Town and the Trustee shall observe and comply promptly to the extent possible with all current and future orders of all courts having jurisdiction over the Leased Property and/or all administrative orders issued by a governmental agency having jurisdiction over the Leased Property, provided that the Town and the Trustee may contest or appeal such orders so long as they are in compliance with such orders during the contest or appeal period, and all current and future requirements of all insurance companies writing policies covering the Leased Property. Section 11.4 Release and Substitution of Leased Property. So long as no Event of Lease Default or Event of Nonappropriation shall have occurred and be continuing, the Town shall be entitled to substitute any improved or unimproved real estate (collectively, the “Replacement Property”), for any Leased Property then subject to the Site Lease, this Lease, and the Indenture, upon receipt by the Trustee of a written request of the Town Representative requesting such release and substitution, provided that: 627 31 a.Such Replacement Property shall have an equal or greater value and utility (but not necessarily the same function) to the Town as the Leased Property proposed to be released, as determined by a certificate from the Town to that effect; b.The insured replacement value of Replacement Property, together with the insured replacement value of any portion of the Leased Property that remains after such substitution, shall be not less than the aggregate principal amount of the Outstanding Certificates, as certified in writing by the Town Representative; and c.The execution and delivery of such supplements and amendments to the Site Lease, this Lease and the Indenture, as applicable, and any other documents necessary to subject the Replacement Property to the encumbrance of the Site Lease, this Lease and the Indenture, and to release the portion of the Leased Property to be released from the encumbrance Site Lease, this Lease and the Indenture. The Trustee shall cooperate with the Town in implementing the Town’s rights to release and substitute property pursuant to this Section 11.4 and shall execute any and all conveyances, releases, or other documents necessary or appropriate in connection therewith. Section 11.5 Tax Covenants. The Town acknowledges that the moneys in all funds and accounts expected to be created under the Indenture are to be invested or deposited by the Trustee, at the written direction of the Town. The Town covenants for the benefit of the Owners of the Certificates that it will not take any action or omit to take any action with respect to the Certificates, the proceeds thereof, any other funds of the Town, or any facilities financed or refinanced with the proceeds of the Certificates (except for the possible exercise of the Town’s right to terminate this Lease as provided herein) if such action or omission: (a) would cause the interest on the Certificates to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code; or (b) would cause interest on the Certificates to become a specific preference item for purposes of federal alternative minimum tax under the Tax Code, except as such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Tax Code) for the purpose of computing the alternative minimum tax imposed on corporations; or (c) would cause interest on the Certificates to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law. Subject to the Town’s right to terminate this Lease as provided herein, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the Certificates, until the date on which all obligations of the Town in fulfilling the above covenant under the Tax Code and Colorado law have been met. In addition, the Town covenants that its direction of investments pursuant to Article 5 of the Indenture shall be in compliance with the procedures established by the Tax Certificate to the extent required to comply with its covenants contained in the foregoing provisions of this Section. The Town hereby agrees that, to the extent necessary, it will, during the Lease Term, pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any such payment shall be accompanied by directions to the 628 32 Trustee to pay such amounts to the United States Treasury. Any payment of Town moneys pursuant to the foregoing sentence shall be Additional Rentals for all purposes of this Lease. The Town is to execute the Tax Certificate in connection with the execution and delivery of this Lease, which Tax Certificate shall provide further details in respect of the Town’s tax covenants herein. Section 11.6 Undertaking to Provide Ongoing Disclosure. The Town covenants for the benefit of the Owners of the Certificates to comply with the terms of the Continuing Disclosure Certificate, provided that a failure of the Town to do so shall not constitute an Event of Lease Default. The Trustee shall have no power or duty to enforce this Section. Unless otherwise required by law, no Certificate owner shall be entitled to damages for the Town’s non-compliance with its obligations under this Section; however, the Certificate Owners may enforce specific performance of the obligations contained in this Section by any judicial proceedings available. Section 11.7 Exculpation; Covenant to Reimburse Legal Expenses. To the extent permitted by law, the Town shall hold harmless the Trustee against claims arising from the alleged negligent acts or omissions of the Town’s public employees, which occurred or are alleged to have occurred during the performance of their duties and within the scope of their employment, unless such acts or omissions are, or are alleged to be, willful and wanton. Such claims shall be subject to the limitations of the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq. The Town shall include as Additional Rentals, the reimbursement of reasonable and necessary fees and expenses incurred by the Trustee to defend the Trustee from and against all claims, by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of the Leased Property or from any work or thing done on the Leased Property during the Lease Term requested by the Town, or from any condition of the Leased Property caused by the Town. This duty to reimburse the Trustee’s legal expenses is not an indemnification and it is expressly understood that the Town is not indemnifying the Trustee and, as previously stated, is limited to Net Proceeds and moneys, if any, in excess of such Net Proceeds, for which an Appropriation has been effected. Section 11.8 Access to the Leased Property; Rights to Inspect Books. The Town agrees that the Trustee shall have the right at all reasonable times to examine and inspect the Leased Property (subject to such reasonable regulations as may be imposed by the Town for security purposes) and all of the Town’s books and records with respect thereto, but the Trustee has no duty to inspect the Leased Property books or records. The Town further agrees that the Trustee shall have such rights of access to the Leased Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the Town to perform its obligations under this Lease. The Indenture allows the Town to have the right at all reasonable times to examine and inspect all of the Trustee’s books and records with respect to the Leased Property and all funds and accounts held under the Indenture, until six years following the discharge of the Indenture. The Town and its representatives shall have the right to examine and inspect the books and records of the Trustee relating to the Leased Property at all reasonable times from the date of this Lease and until three years after the termination date of this Lease. 629 33 Section 11.9 Environmental Matters. If the Trustee has reason to believe of the existence of contamination on the Leased Property or other environmental hazards on the Leased Property, the Trustee has the right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the Leased Property or any portion thereof if the Trustee, in its individual capacity, determines that any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified. 630 34 ARTICLE 12 PURCHASE OPTION Section 12.1 Purchase Option. The Town shall have the option to purchase the Trustee’s leasehold interest in the Leased Property, but only if an Event of Lease Default or an Event of Nonappropriation has not occurred and is then continuing. The Town may exercise its option on any date by complying with one of the conditions set forth in Section 12.2. The Town shall give the Trustee notice of its intention to exercise its option not less than 45 days in advance of the date of exercise and shall deposit the required moneys with the Trustee on or before the date selected to pay the Purchase Option Price. The Trustee may waive such notice or may agree to a shorter notice period in the sole determination of the Trustee. If the Town shall have given notice to the Trustee of its intention to purchase the Trustee’s leasehold interest in the Leased Property or prepay Base Rentals, but shall not have deposited the amounts with the Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals, which have been specifically appropriated by the Town for such purpose, as if no such notice had been given. Section 12.2 Conditions for Purchase Option. The Trustee shall transfer and release the Trustee’s leasehold interests in the Leased Property to the Town in the manner provided for in Section 12.3 hereof; provided, however, that prior to such transfer and release, either: (a)The Town shall have paid the then applicable Purchase Option Price which shall equal the sum of the amount necessary to defease and discharge the Indenture as provided therein (i.e., provision for payment of all principal and interest portions of any and all Certificates which may have been executed and delivered pursuant to the Indenture shall have been made in accordance with the terms of the Indenture) plus any fees and expenses then owing to the Trustee; or (b)The Town shall have paid all Base Rentals set forth in Exhibit C (Base Rentals Schedule) hereto, for the entire maximum Lease Term, and all then current Additional Rentals required to be paid hereunder. At the Town’s option, amounts then on deposit in any fund held under the Indenture (except the Rebate Fund and excluding any defeasance escrow funds which are established with the written consent of the Trustee) may be credited toward the Purchase Option Price. Section 12.3 Manner of Conveyance. At the closing of the purchase or other conveyance of all of the Trustee’s leasehold interest in the Leased Property pursuant to Section 12.2 hereof, the Trustee shall release and terminate the Site Lease, this Lease and the Indenture and execute and deliver to the Town any necessary documents releasing, assigning, transferring and conveying the Trustee’s leasehold interest in the Leased Property (in the same manner by which Trustee took title), as they then exist, subject only to the following: (a)Permitted Encumbrances, other than the Site Lease, this Lease and the Indenture; 631 35 (b)All liens, encumbrances and restrictions created or suffered to exist by the Trustee as required or permitted by the Site Lease, this Lease or the Indenture or arising as a result of any action taken or omitted to be taken by the Trustee as required or permitted by the Site Lease, this Lease or the Indenture; (c)any lien or encumbrance created or suffered to exist by action of the Town; and (d)those liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee. Section 12.4 Release of Portions of the Leased Property. When the principal component of Base Rentals paid by the Town, plus the principal amount of any Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid pursuant to Article VI of the Indenture, equals the amount set forth in Exhibit E hereto, the cost of the corresponding portion of the Leased Property set forth in Exhibit E (or of any property substituted for such portion of the Leased Property pursuant to any provision of this Lease) shall be deemed to have been fully amortized and the Trustee shall execute and deliver to the Town all documents necessary to release such portion of the Leased Property from the provisions of the Site Lease and this Lease (or any property substituted for such portion of the Leased Property pursuant to any provision of this Lease); provided, however, that the insured replacement value of the remaining Leased Property shall be at least equal to 100% of the aggregate principal amount of the Certificates Outstanding at the time of such release, as certified in writing by the Town Representative. Upon such release of a portion of the Leased Property, the Trustee shall execute and deliver to the Town all documents necessary or appropriate to convey the Trustee’s leasehold interest in such portion of the Leased Property to the Town, free of all restrictions and encumbrances imposed or created by this Lease, the Site Lease or the Indenture, in substantially the manner provided in Section 12.3 hereof. After such release and conveyance, the property so released and conveyed shall no longer be a part of the Leased Property for any purpose of this Lease, the Site Lease or the Indenture. The Trustee shall fully cooperate with the Town in executing, delivering and recording, at the Town’s expense, such documents as may be necessary to effectuate the provisions of this Section. 632 36 ARTICLE 13 ASSIGNMENT AND SUBLEASING Section 13.1 Assignment by the Trustee; Replacement of the Trustee. Except as otherwise provided in this Lease and the Indenture, this Lease may not be assigned by the Trustee for any reason other than to a successor by operation of law or to a successor trustee under the Indenture or with the prior written consent of the Town which consent shall not be unreasonably withheld. The Trustee will notify the Town of any assignment to a successor by operation of law. If an Event of Lease Default or Event of Nonappropriation has occurred and is continuing, the Trustee may act as herein provided, including exercising the remedies set forth in Section 14.2 hereof without the prior written direction of the Town. Section 13.2 Assignment and Subleasing by the Town. This Lease may not be assigned by the Town for any reason other than to a successor by operation of law. However, the Leased Property may be subleased, as a whole or in part, by the Town, without the necessity of obtaining the consent of the Trustee or any owner of the Certificates subject to each of the following conditions: (a)The Leased Property may be subleased, in whole or in part, only to an agency or department of, or a political subdivision of, the State, or to another entity or entities with Approval of Special Counsel, or to persons who will occupy a portion of the Leased Property as their residence; (b)The Town shall furnish or cause to be furnished to the Trustee a copy of any sublease agreement; (c)Except for subleases to persons who will occupy a portion of the Leased Property as their residence, any sublease of the Leased Property shall provide that it shall automatically terminate upon a termination of this Lease; (d)This Lease, and the obligations of the Town hereunder, shall, at all times during the Lease Term remain obligations of the Town, and the Town shall maintain its direct relationships with the Trustee, notwithstanding any sublease; and (e)No sublease by the Town shall cause the Leased Property to be used for any purpose which would cause the Town to violate its tax covenant in Section 11.5 hereof. All subleases shall provide that, upon a termination of the Lease Term by reason of the occurrence of an Event of Nonappropriation or an Event of Lease Default, and upon written notice by the Trustee to the party or parties to the subleases that any of such events has occurred such contracts shall be fully and freely assignable to the Trustee, without the consent of any other. Upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, and upon receipt of a written request from the Trustee, the Town shall cooperate with the Trustee to effectuate the assignment of all of its right, title and interest in and to all subleases to the Trustee. 633 37 ARTICLE 14 EVENTS OF LEASE DEFAULT AND REMEDIES Section 14.1 Events of Lease Default Defined. Any one of the following shall be Events of Lease Default under this Lease: (a)Failure by the Town to pay any Base Rentals or Additional Rentals, which have been specifically appropriated by the Town for such purpose, during the Initial Term or any Renewal Term, within five (5) Business Days of the date on which they are due; or (b)Subject to the provisions of Section 6.5 hereof, failure by the Town to vacate or surrender possession of the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation has occurred; or (c)Failure by the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in (a) or (b), (and other than a failure to comply with Section 11.6 hereof) for a period of 30 days after written notice, specifying such failure and requesting that it be remedied shall be received by the Town from the Trustee, unless the Trustee shall agree in writing to an extension of such time prior to its expiration; provided that if the failure stated in the notice cannot be corrected within the applicable period, the Trustee shall not withhold its consent to an extension of such time if corrective action can be instituted by the Town within the applicable period and diligently pursued until the default is corrected; or (d)Failure by the Town to comply with the terms of the Site Lease. The foregoing provisions of this Section 14.1 are subject to the following limitations: (i)The Town shall be obligated to pay the Base Rentals and Additional Rentals, which have been specifically appropriated by the Town for such purpose, only during the then current Lease Term, except as otherwise expressly provided in this Lease; and (ii)If, by reason of Force Majeure, the Town or the Trustee shall be unable in whole or in part to carry out any agreement on their respective parts herein contained other than the Town’s agreement to pay the Base Rentals and Additional Rentals due hereunder, the Town or the Trustee shall not be deemed in default during the continuance of such inability. The Town and the Trustee each agree, however, to remedy, as promptly as legally and reasonably possible, the cause or causes preventing the Town or the Trustee from carrying out their respective agreements; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Town. Section 14.2 Remedies on Default. Whenever any Event of Lease Default shall have happened and be continuing beyond any applicable cure period, the Trustee may, or shall at the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, take one or any combination of the following remedial steps: 634 38 (a)Terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property, which vacation and surrender the Town agrees to complete within 60 days from the date of such notice; provided, in the event the Town does not vacate and surrender possession on the termination date, the provisions of Section 6.5 hereof shall apply; (b)Lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property; (c)Recover from the Town: (i)The portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii)Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (d)Take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, this Lease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the Town the amounts set forth in Section 14.2(c)(i) hereof if the Town continues to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). Section 14.3 Limitations on Remedies. The remedies in connection with an Event of Lease Default shall be limited as set forth in this Section. A judgment requiring a payment of money may be entered against the Town by reason of an Event of Lease Default only as to the Town’s liabilities described in paragraph (c) of Section 14.2 hereof. A judgment requiring a payment of money may be entered against the Town by reason of an Event of Nonappropriation only to the extent that the Town fails to vacate and surrender possession of the Leased Property as required by Section 6.4 hereof, and only as to the liabilities described in paragraph (c)(i) of Section 14.2 hereof. The remedy described in paragraph (c)(ii) of Section 14.2 hereof is not available for an Event of Lease Default consisting of failure by the Town to vacate and surrender possession of the Leased Property by March 1 following an Event of Nonappropriation. 635 39 Section 14.4 No Remedy Exclusive. Subject to Section 14.3 hereof, no remedy herein conferred upon or reserved to the Trustee, is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved in this Article 14, it shall not be necessary to give any notice, other than such notice as may be required in this Article 14. Section 14.5 Waivers. The Trustee may waive any Event of Lease Default under this Lease and its consequences. In the event that any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Payment of Base Rentals or Additional Rentals by the Town shall not constitute a waiver of any breach or default by the Trustee hereunder. Section 14.6 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. To the extent permitted by law, in the case of an Event of Nonappropriation or an Event of Lease Default neither the Town nor any one claiming through or under the Town shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the Indenture; and the Trustee and the Town, for themselves and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws. Notwithstanding the foregoing, it is expressly understood that the Town cannot and does not hereby waive its right to set up, claim or seek to take advantage of its police powers or its right of eminent domain. 636 40 ARTICLE 15 MISCELLANEOUS Section 15.1 Sovereign Powers of Town. Nothing in this Lease shall be construed as diminishing, delegating, or otherwise restricting any of the sovereign powers or immunities of the Town. Nothing in this Lease shall be construed to require the Town to occupy and operate the Leased Property other than as lessee, or to require the Town to exercise its right to purchase the Leased Property as provided in Article 12 hereof. Section 15.2 Notices. All notices, certificates or other communications to be given hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: If to the Trustee: U.S. Bank Trust Company, National Association 950 17th Street Denver, CO 80202 Attention: Global Corporate Trust Email: jennifer.petruno@usbank.com Phone: 303-585-4591 If to the Town: Town of Vail, Colorado 75 S. Frontage Road Vail, CO 81657 Attention: Carlie Smith, Finance Director Email: Csmith@vailgov.com Phone: 970-479-2119 The Town and the Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 15.3 Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Lease and enforcement of the terms and conditions of this Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the Town, as lessee and the Trustee, as lessor, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in this Lease shall give or allow any such claim or right of action by any other or third person on this Lease. It is the express intention of the Town and the Trustee that any person other than the Town, the Trustee, or the Owners of the Certificates receiving services or benefits under this Lease shall be deemed to be an incidental beneficiary only. Section 15.4 Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Trustee and the Town and their respective successors and assigns, subject, however, to the limitations contained in Article 13 hereof. 637 41 Section 15.5 Amendments. This Lease may only be amended, changed, modified or altered as provided in the Indenture. Section 15.6 Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Base Rentals Fund, the Costs of Execution and Delivery Fund, or any other fund or account created under the Indenture (except the Rebate Fund or any defeasance escrow account which are established with the written consent of the Trustee), upon termination of the Lease Term, and after payment in full of the Certificates (or provision for payment thereof having been made in accordance with the provisions of this Lease and the Indenture) and fees and expenses of the Trustee in accordance with this Lease and the Indenture, shall belong to and be paid to the Town by the Trustee, as an overpayment of Base Rentals. Section 15.7 Triple Net Lease. This Lease shall be deemed and construed to be a “triple net lease” and, subject to the prior Appropriation requirements hereof, the Town shall pay absolutely net during the Lease Term, the Base Rentals, the Additional Rentals and all expenses of, or other payments in respect of, the Leased Property as required to be paid by the Town under this Lease, for which a specific Appropriation has been effected by the Town for such purpose, free of any deductions, and without abatement, deduction or setoff (other than credits against Base Rentals expressly provided for in this Lease). Section 15.8 Computation of Time. In computing a period of days, the first day is excluded and the last day is included. If the last day of any period is not a Business Day, the period is extended to include the next day which is a Business Day. If a number of months is to be computed by counting the months from a particular day, the period ends on the same numerical day in the concluding month as the day of the month from which the computation is begun, unless there are not that many days in the concluding month, in which case the period ends on the last day of that month. Notwithstanding the foregoing, Base Rentals shall be recalculated in the event of any Prepayment of Base Rentals as provided in Section 6.2(b) hereof. Section 15.9 Payments Due on Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Lease, shall be a day other than a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Lease. Section 15.10 Severability. Except for the requirement of the Town to pay Base Rentals for which a specific Appropriation has been effected by the Town for such purpose and the requirement of the Trustee to provide quiet enjoyment of the Leased Property and to convey the Trustee’s leasehold interest in the Leased Property to the Town under the conditions set forth in Article 12 hereof (which, if held invalid or unenforceable by any court of competent jurisdiction, may have the effect of invalidating or rendering unenforceable the other provisions of this Lease), in the event that any other provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 638 42 Section 15.11 Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 15.12 Applicable Law. This Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 15.13 The Trustee is Independent of the Town. Neither the Trustee nor any agent or employee of the Trustee shall be or shall be deemed to be an agent or employee of the Town. The Trustee acknowledges that the Trustee and its employees are not entitled to unemployment insurance benefits of the Town unless the Trustee or a third party otherwise provides such coverage and that the Town does not pay for or otherwise provide such coverage. The Trustee shall have no authorization, express or implied, to bind the Town to any agreements, liability or understanding except as expressly set forth herein. Section 15.14 Governmental Immunity. Notwithstanding any other provisions of this Lease to the contrary, no term or condition of this Lease shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended. Section 15.15 Recitals. The Recitals set forth in this Lease are hereby incorporated by this reference and made a part of this Lease. Section 15.16 Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. Section 15.17 Trustee’s Disclaimer. It is expressly understood and agreed that (a) the Lease is executed by U.S. Bank Trust Company, National Association, solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank Trust Company, National Association, other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under this Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. The Trustee shall not be accountable for the use of the proceeds from the Certificates, and it shall not be responsible for any statement of the Town in this Lease, the Certificates, or any document issued in connection therewith. The Trustee makes no representations with respect to the effectiveness or adequacy of this Lease or the Certificates. Section 15.18 Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Without limiting the foregoing, the parties hereto agree that any individual or individuals who are authorized to execute or consent to this Indenture on behalf of the Town, the Trustee or any Owner are hereby authorized to execute this the same electronically via facsimile or email signature. This agreement to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so 639 43 affixed to this Indenture or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] 640 44 IN WITNESS WHEREOF, the parties have executed this Lease Purchase Agreement as of the day and year first above written. TOWN OF VAIL, COLORADO, as Lessee By: Travis Coggin, Mayor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, solely in its capacity of Trustee under the Indenture, as Lessor By: Jennifer Petruno, Vice President (SEAL) Attest: By: Stephanie Johnson, Town Clerk 641 45 STATE OF COLORADO ) ) COUNTY OF EAGLE ) ss. ) TOWN OF VAIL ) The foregoing instrument was acknowledged before me this _____ day of [____], 2025, by Travis Coggin and Stephanie Kauffman, as Mayor and Town Clerk, respectively, of the Town of Vail, Colorado. WITNESS my hand and official seal. Notary Public (SEAL) * * * * * * * * * * * * * * * * * * STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of [_____], 2025, by Jennifer Petruno, as Vice President of U.S. Bank Trust Company, National Association, as Trustee. WITNESS my hand and official seal. Notary Public (SEAL) 642 A-1 EXHIBIT A DESCRIPTION OF LEASED PROPERTY The Leased Property consists of the real property and the buildings and improvements located thereon as set forth below, as amended from time to time. [ADD LEGAL DESCRIPTION] 643 B-1 EXHIBIT B PERMITTED ENCUMBRANCES Permitted Encumbrances and the following: 1)Liens for ad valorem taxes and special assessments not then delinquent, if applicable. 2)The Site Lease. 3)This Lease. 4)All other encumbrances appearing of record on the date hereof. 644 C-1 EXHIBIT C BASE RENTALS SCHEDULE Period Ending Base Rentals Principal Component Base Rentals Interest Component Total Base Rentals 645 C-2 Period Ending Base Rentals Principal Component Base Rentals Interest Component Total Base Rentals Base Rental payments are due on May 15 and November 15 of each year during the Lease Term. The Base Rentals have been calculated on the basis of a 360-day year of twelve 30-day months and any recalculation of Base Rentals under Section 6.2(b) hereof shall be done on the same basis. If Base Rentals are stated to be due on any date that is not a Business Day, such Base Rentals shall be due on the next day that is a Business Day without the accrual of interest on Base Rentals between such dates. Statement Regarding the Leased Property The duration of the Lease, throughout the maximum Lease Term, does not exceed the weighted average useful life of the Leased Property and, to the extent that the Leased Property constitutes items of personal property, such items are considered paid from the first Base Rentalsdescribed above. 646 D-1 EXHIBIT D FORM OF NOTICE OF LEASE RENEWAL To:U.S. Bank Trust Company, National Association, as Trustee The undersigned is the Town Representative of the Town of Vail, Colorado (the “Town”). The Town is the lessee under that certain Lease Purchase Agreement, dated as of [CLOSING DATE], 2025 (the “Lease”), between the Town and U.S. Bank Trust Company, National Association, solely in its capacity of Trustee under the Indenture, as the lessor thereunder. I am familiar with the facts herein certified and am authorized and qualified to certify the same. The undersigned hereby states and certifies: (a)The Town has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts authorized and directed to be used to pay all the Base Rentals and (2) sufficient amounts to pay such Additional Rentals as are estimated to become due, all as further provided in Sections 6.2, 6.3 and 6.4 of the Lease, whereupon, the Lease shall be renewed for the ensuing Fiscal Year; Initial or (b)The Town has determined not to renew the Lease for the ensuing Fiscal Year. Initial TOWN OF VAIL, COLORADO By: Town Representative 647 E-1 EXHIBIT E RELEASE AND AMORTIZATION SCHEDULE TOTAL AMOUNTS OF BASE RENTALS PRINCIPAL PAYMENTS AND OPTIONAL PRIOR REDEMPTIONS WHICH MUST BE MADE OR OF CERTIFICATES WHICH MUST BE PAID OR DEFEASED, TO RELEASE (1) PORTION OF THE LEASED PROPERTY TO BE RELEASED ________________ (1)Pursuant to Section 12.4 hereof, when the principal component of Base Rentals paid by the Town, plus the principal amount of Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid, totals the amount set forth in this column, the corresponding portion of the Leased Property will be deemed amortized and shall be released from the lien of the Site Lease, this Lease and the Indenture, provided, however, that the insured replacement value of the remaining Leased Property shall be at least equal to 100% of the aggregate principal amount of the Certificates Outstanding at the time of such release, as certified in writing by the Town Representative. 648 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Kimberley Crawford, Esq. Pursuant to C.R.S. § 39-13-104(1)(j),, this Site Lease Agreement is exempt from the documentary fee. SITE LEASE AGREEMENT DATED AS OF [_____],2025 BETWEEN TOWN OF VAIL,COLORADO, AS LESSOR AND U.S. BANK TRUST COMPANY,NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSEE 649 This SITE LEASE AGREEMENT, dated as of [_____], 2025(this “Site Lease”), is by and between the Town of Vail, Colorado, a home rule municipality duly organized and validly existing under the Colorado Constitution and the Town of Vail Home Rule Charter (the “Town”), as lessor, and U.S. Bank Trust Company, National Association, Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessee. PREFACE Unless the context otherwise requires, capitalized terms used herein shall have the meanings ascribed to them herein and in the Lease Purchase Agreement, dated as of [_____], 2025 (the “Lease”), between the Trustee, and the Town. RECITALS 1.The Town is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”). 2.Pursuant to Article XX, Section 6 of the Colorado Constitution and Section 13.3 of the Charter, the Town is authorized to lease, for such term as the Council determines, any real or personal property to or from any person, firm or corporation, public or private, governmental or otherwise. 3.Because the demand for workforce housing in the Town exceeds the supply, the Council hereby determines that it is in the public interest and is a public purpose for the Town to assist Vail Home Partners Corporation (the “Corporation”) to finance the acquisition, construction, installation, equipping of a portion of the West Middle Creek housing development, a for-rent workforce housing development (the “Development”), including any legally permitted costs and expenditures in connection therewith, all for public purposes, and as authorized by law, by advancing a loan to the Corporation (the “Project”). 4.The Town owns, in fee title, various properties and facilities as defined and more particularly described in Exhibit A attached hereto and collectively referred to herein as the “Leased Property”). 5.To accomplish the Project, the Council has determined that it is in the best interests of the Town and its inhabitants that the Town lease the Leased Property pursuant to this Site Lease to the Trustee and lease back the Trustee’s interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement (the “Lease”) between the Trustee, as lessor, and the Town, as lessee. 6.Contemporaneously with the execution and delivery of this Site Lease and the Lease, the Trustee will execute and deliver an Indenture of Trust (the “Indenture”) pursuant to which there will be executed and delivered certain certificates of participation (the “Certificates”) dated as of their date of delivery that will evidence proportionate interests in the right to receive certain, will be payable solely from the sources therein provided, and will not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 7.The proceeds of the Certificates will be utilized for the Project, as well as for the payment of the costs of execution and delivery of the Certificates. 650 2 8.The Trustee and the Town intend that this Site Lease set forth their entire understanding and agreement regarding the terms and conditions upon which the Trustee is leasing the Leased Property from the Town. 9.The Town is entering into this Site Lease with the Trustee as material consideration for the Trustee’s agreement to lease the Leased Property to the Town pursuant to the Lease. The Trustee will prepay in full its rental payments due under this Site Lease which rental payments shall be used by the Town to effect the Project, all pursuant to this Site Lease, the Lease and the Indenture. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1.Site Lease and Terms. The Town hereby demises and leases to the Trustee and the Trustee hereby leases from the Town, on the terms and conditions hereinafter set forth, the Leased Property, subject to Permitted Encumbrances as described in Exhibit B hereto. The term of this Site Lease shall commence on the date hereof and shall end on December 31, 20[__] (the “Site Lease Termination Date”), unless sooner terminated as hereinafter provided. If, prior to the Site Lease Termination Date, the Trustee has transferred and conveyed the Trustee’s leasehold interest in all of the Leased Property pursuant to Article 12 of the Lease as a result of the Town’s payment of (a) the applicable Purchase Option Price thereunder; or (b) all Base Rentals and Additional Rentals, all as further provided in Section 12.2 of the Lease, then the term of this Site Lease shall end in connection with such transfer and conveyance. The term of any sublease of the Leased Property or any portion thereof, or any assignment of the Trustee’s interest in this Site Lease, pursuant to Section 5 hereof, the Lease and the Indenture, shall not extend beyond December 31, 20[__]. At the end of the term of this Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee, in and to the Leased Property, shall terminate. Upon such termination, the Trustee and any sublessee or assignee shall execute and deliver to the Town any necessary documents releasing, assigning, transferring and conveying the Trustee’s, sublessee’s or assignee’s respective interests in the Leased Property. Section 2.Rental. The Trustee has paid to the Town from the proceeds of the sale of the Certificate, and the Town hereby acknowledges receipt from the Trustee as and for rental hereunder, paid in advance, the sum of $[_____], as and for all rent due hereunder, and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged. The Council has determined that such amount is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of this Site Lease. Section 3.Purpose. The Trustee shall use the Leased Property solely for the purpose of leasing the Leased Property back to the Town pursuant to the Lease and for such purposes as may be incidental thereto; provided, that upon the occurrence of an Event of Nonappropriation or an Event of Lease Default and the termination of the Lease, the Town shall vacate the Leased Property, as provided in the Lease, and the Trustee may exercise the remedies provided in this Site Lease, the Lease and the Indenture. Section 4.Owner in Fee. The Town represents that (a) it is the owner in fee of the Leased Property, subject only to Permitted Encumbrances as described in Exhibit B hereto, and (b) the Permitted Encumbrances do not and shall not interfere in any material way with the Leased Property. The Trustee acknowledges that it is only obtaining a leasehold interest in the Leased Property and pursuant to this Site Lease. 651 3 Section 5.Sales, Assignments and Subleases. Unless an Event of Nonappropriation or an Event of Lease Default has occurred and except as may otherwise be provided in the Lease, the Trustee may not sell or assign its rights and interests under this Site Lease or sublet all or any portion of the Leased Property, without the written consent of the Town. In the event that (a) the Lease is terminated for any reason and (b) this Site Lease is not terminated, the Trustee may sublease the Leased Property or any portion thereof, or sell or assign the Trustee’s leasehold interests in this Site Lease, pursuant to the terms of the Lease and the Indenture, and any purchasers from or sublessees or assignees of the Trustee may sell or assign its respective interests in the Leased Property, subject to the terms of this Site Lease, the Lease and the Indenture. The Town and the Trustee (or any purchasers from or assignees or sublessees of the Trustee) agree that, except as permitted by this Site Lease, the Lease and the Indenture and except for Permitted Encumbrances (including purchase options under the Lease), neither the Town, the Trustee, nor any purchasers from or sublessees or assignees of the Trustee will sell, mortgage or encumber the Leased Property or any portion thereof during the term of this Site Lease. The Trustee and any other person who has the right to use the Leased Property under this Site Lease, at its own expense, may install equipment and other personal property in or on any portion of the Leased Property unless it is permanently affixed to the Leased Property or removal of it would materially damage the Leased Property, in which case it will become part of the Leased Property. Section 6.Right of Entry. To the extent that the Lease is terminated and this Site Lease is still in effect, the Town reserves the right for any of its duly authorized representatives to enter upon the Leased Property at any reasonable time, upon at least one Business Day prior written notice to Trustee, to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. Section 7.Termination. The Trustee agrees, upon the termination of this Site Lease, to quit and surrender all of the Leased Property, and agrees that any permanent improvements and structures existing upon the Leased Property at the time of the termination of this Site Lease shall remain thereon. Section 8.Default. In the event the Trustee is in default in the performance of any obligation on its part to be performed under the terms of this Site Lease, which default continues for 30 days following written notice and demand for correction thereof to the Trustee, the Town may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Lease shall be deemed to occur as a result thereof and that so long as any Certificates are Outstanding and unpaid under the Indenture, the Base Rentals due under the Lease shall continue to be paid to the Trustee except as otherwise provided in the Lease. In addition, so long as any of the Certificates are Outstanding, this Site Lease shall not be terminated except as described in Section 1 hereof. Section 9.Quiet Enjoyment and Acknowledgment of Ownership. The Trustee at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy the Leased Property, subject to the provisions of the Lease and the Indenture, and the Town hereby acknowledges that the Trustee will have a leasehold interest in all improvements or additions to be built on the Leased Property subject to this Site Lease, the Lease and the Indenture. Section 10.Trustee’s Disclaimer. It is expressly understood and agreed that (a) this Site Lease is executed by U.S. Bank Trust Company, National Association, solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank Trust Company, National Association, other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under this Site Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. 652 4 Section 11.Taxes; Maintenance; Insurance. During the Lease Term and in accordance with the provisions of the Lease, including Sections 9.1 and 9.3 thereof, the Town covenants and agrees to pay any and all taxes, assessments or governmental charges due in respect of the Leased Property and all maintenance costs and utility charges in connection with the Leased Property. In the event that (a) the Lease is terminated for any reason, (b) this Site Lease is not terminated, and (c) the Trustee subleases all or any portion of the Leased Property or sells or assigns its interests in this Site Lease, the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from this Site Lease) shall pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. Any such payments that are to be made by the Trustee shall be made solely from (a) the proceeds of such sale, subleasing or assignment, (b) from the Trust Estate, or (c) from other moneys furnished to the Trustee under Section 8.02(m) of the Indenture, and in the absence of available moneys identified in the preceding clauses (a) through (c), the Trustee shall be under no obligation to pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. The provisions of the Lease shall govern with respect to the maintenance of insurance hereunder during the Lease Term of the Lease. In the event that (a) the Lease is terminated for any reason, and (b) this Site Lease is not terminated, the Trustee, or any sublessee, purchaser or assignee of the Leased Property shall obtain and keep in force, (i) commercial general liability insurance against claims for personal injury, death or damage to property of others occurring on or in the Leased Property in an amount not less than the limitations provided in the Colorado Governmental Immunity Act C.R.S. § 24-10-101, et seq., as amended, and (ii) property insurance in an amount not less than the full replacement value of the Leased Property. Any such insurance that is to be obtained by the Trustee shall be paid for solely from (a) the proceeds of such sale, subleasing or assignment, (b) from the Trust Estate, including without limitation moneys (includingany amounts under a Qualified Surety Bond) on deposit in the Reserve Fund, or (c) from other moneys furnished to the Trustee under Section 8.02(m) of the Indenture, and in the absence of available moneys identified in the preceding clauses (a) through (c), the Trustee shall be under no obligation to obtain or keep in force such insurance coverages. All such insurance shall name the Trustee, any sublessee, purchaser or assignee and the Town as insured. The Trustee shall be named loss payee. The Town and the Trustee shall waive any rights of subrogation with respect to the Trustee, any sublessee, purchaser or assignee, and the Town, and their members, directors, officers, agents and employees, while acting within the scope of their employment and each such insurance policy shall contain such a waiver of subrogation by the issuer of such policy. Nothing in this Site Lease shall be interpreted or construed to require the Trustee to sublease all or any portion of the Leased Property or sell or assign its interests in this Site Lease, in the event that the Lease is terminated for any reason and this Site Lease is not terminated. Section 12.Damage, Destruction or Condemnation. The provisions of the Lease shall govern with respect to any damage, destruction or condemnation of the Leased Property during the Lease Term. In the event that (a) the Lease is terminated for any reason and (b) this Site Lease is not terminated, and either (i) the Leased Property or any portion thereof is damaged or destroyed, in whole or in part, by fire or other casualty, or (ii) title to or use of the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain, the Town and the Trustee, or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause the Net Proceeds of any insurance claim or condemnation award to be applied in accordance with the provisions of Article 10 of the Lease. Section 13.Hazardous Substances. Except for customary materials necessary for operation, cleaning and maintenance of the Leased Property, none of the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be 653 5 brought upon, generated at, stored or kept or used in or about the Leased Property without prior written notice to the Town and the Trustee and all Hazardous Substances, including customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept on or about the Leased Property, provided unless the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility under this Section to monitor or investigate whether the Leased Property complies with environmental laws or is subject to any Hazardous Substance. If the presence of Hazardous Substance on the Leased Property caused or permitted by the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in contamination of the Leased Property, or if contamination of the Leased Property by Hazardous Substance otherwise occurs for which the Town, the Trustee or any sublessee or assignee of the Leased Property, as the case may be, is legally liable for damage resulting therefrom (provided that the Trustee shall have no liability under this Section unless it is in possession of the Leased Property and unless the presence of such Hazardous Substances is due to the Trustee’s gross negligence or willful misconduct), then the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties hereto or assignees hereof that have not caused or permitted such contamination and are not so legally liable with respect to this Site Lease from claims for damages, penalties, fines, costs, liabilities or losses; provided that the cost of such defense, (a) in the case of the Trustee, shall be payable solely from the Trust Estate, or (b) in the case of the Town, shall be payable only if the cost of such defense has been annually appropriated by the Town. This duty to reimburse legal expenses is not an indemnification. It is expressly understood that none of the Town, the Trustee or any sublessee, purchaser or assignee is indemnifying any other person with respect to this Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property caused or permitted by: (a)The Trustee after the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in any contamination of the Leased Property, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall provide prior written notice to the Town and the Trustee and promptly take all actions, solely at the expense of the Trust Estate, and not at the expense of the Trustee, as are necessary to effect remediation of the contamination in accordance with legal requirements; or (b)The Town, results in any contamination of the Leased Property, the Town shall provide prior written notice to the Trustee and promptly take all actions, solely at the expense of the Town, which expenses shall constitute Additional Rentals, as are necessary to effect remediation of the contamination in accordance with legal requirements. Section 14.Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Site Lease and enforcement of the terms and conditions of this Site Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the Town and the Trustee, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in this Site Lease shall give or allow any such claim or right of action by any other or third person on this Site Lease. It is the express intention of the Town and the Trustee that any person other than the Town, the Trustee or the Owners of the Certificates receiving services or benefits under this Site Lease shall be deemed to be an incidental beneficiary only. Section 15.Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any 654 6 reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section 16.No Merger. The Town and the Trustee intend that the legal doctrine of merger shall have no application to this Site Lease and that neither the execution and delivery of the Lease by the Trustee and the Town nor the exercise of any remedies under this Site Lease shall operate to terminate or extinguish this Site Lease, except as specifically provided herein and therein. Section 17.Amendments. This Site Lease may only be amended, changed, modified or altered as provided in the Indenture. Section 18.Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed shall be made by United States registered mail, return receipt requested, postage prepaid, at the addresses indicated in the Lease, or to such other addresses as the respective parties may from time to time designate in writing, or in such other manner as authorized by the Town or the Trustee, as the case may be. Section 19.Recitals. The Recitals set forth in this Site Lease are hereby incorporated by reference and made a part of this Site Lease. Section 20.Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease. Section 21.Execution. This Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same Site Lease. Section 22.Governing Law. This Site Lease shall be governed by and construed in accordance with the State of Colorado without regard to choice of law analysis. Section 23.No Waiver of Governmental Immunity. No provision of this Site Lease shall act or be deemed to be a waiver by the Town of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. Section 24.Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Without limiting the foregoing, the parties agree that any individual or individuals who are authorized to execute or consent to this Indenture on behalf of the Town, the Trustee or any Owner are hereby authorized to execute this the same electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Indenture or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. 655 7 IN WITNESS WHEREOF, the Town and the Trustee have caused this Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. TOWN OF VAIL, COLORADO, as Lessee By: Travis Coggin, Mayor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, solely in its capacity of Trustee under the Indenture, as Lessor By: Jennifer Petruno, Vice President (SEAL) Attest: By: Stephanie Johnson, Deputy Town Clerk 656 8 STATE OF COLORADO ) ) COUNTY OF EAGLE ) ss. ) TOWN OF VAIL ) The foregoing instrument was acknowledged before me this _____ day of [____], 2025, by Travis Coggin and Stephanie Kauffman, as Mayor and Town Clerk, respectively, of the Town of Vail, Colorado. WITNESS my hand and official seal. Notary Public (SEAL) * * * * * * * * * * * * * * * * * * STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of [_____], 2025, by Jennifer Petruno, as Vice President of U.S. Bank Trust Company, National Association, as Trustee. WITNESS my hand and official seal. Notary Public (SEAL) 657 A-1 EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY The Leased Property consists of the real property and the buildings and improvements located thereon as set forth below, as amended from time to time. [ADD LEGAL DESCRIPTION OF THE LEASED PROPERTIES] 658 B-1 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) this Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions and exceptions which the Town Representative certifies will not materially interfere with or materially impair the Leased Property, including rights or privileges in the nature of easements, licenses, permits and agreements as provided in the Lease; and (d) the easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to this Site Lease, as shown below and which do not interfere in any material way with the Leased Property. The easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to this Site Lease are as follows: 1)Liens for ad valorem taxes and special assessments not then delinquent, if applicable. 2)This Site Lease. 3)The Lease. 4)All other encumbrances appearing of record on the date hereof. 659 VAIL HOME PARTNERS CORPORATION RESOLUTION AUTHORIZING THE ISSUANCE OF VAIL HOME PARTNERS CORPORATION HOUSING FACILITIES REVENUE BONDS, SERIES 2025, TO FINANCE CERTAIN HOUSING FACILITIES; AUTHORIZING AN INDENTURE OF TRUST, A LOAN AGREEMENT WITH THE TOWN OF VAIL AND A PROMISSORY NOTE EVIDENCING SUCH LOAN; A CONTINUING DISCLOSURE UNDERTAKING, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM AND RELATED DOCUMENTS; AUTHORIZING INCIDENTAL ACTION; AND REPEALING PRIOR INCONSISTENT ACTIONS. WHEREAS, Vail Home Partners Corporation (the “Corporation”) has been duly organized under the provisions of the Colorado 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, by providing decent, safe and sanitary dwelling units in the Town that are offered at rental rates that are attainable to a range of individuals and families; and WHEREAS, the Corporation is authorized to borrow money and issue bonds and other obligations, and to secure such obligations by mortgage or pledge of all or any part of its property interests and income and proposes to acquire, operate, maintain and develop property, buildings and improvements, to provide dwelling accommodations rental rates that are attainable to a range of individuals and families; and WHEREAS, the Corporation desires to acquire, construct, own and operate, in partnership with the Town of Vail, the West Middle Creek Apartments located within the Town for the purposes described above (the “Development”); and WHEREAS, in order to finance a portion of the cost of the Development and pay the costs of issuance of such financing (the “Project”), the Corporation intends to enter into a Mortgage and Indenture of Trust dated (the “Series 2025 Indenture”) with U.S. Bank Trust Company, National Association, as trustee, and to issue its Housing Facilities Revenue Bonds, Series 2025, in an aggregate principal amount of not to exceed $145,000,000 (the “Bonds”); and WHEREAS, the Town has agreed to facilitate construction and acquisition of the Development by loaning the proceeds of certain Certificates of Participation (the “COPs”), along with other available funds of the Town, to the Corporation to finance the remaining cost of the Development pursuant to the terms of a Loan Agreement (the “Loan Agreement”), which repayment by the Corporation shall be a cash flow obligation and junior and subordinate to the payment of the Bonds, and which loan shall be evidenced 660 by a promissory note (the “Note”); and WHEREAS, the Town has previously approved a form of the Loan Agreement and the form of Note evidencing the Corporation’s obligation to repay the Town; and WHEREAS, the Corporation has agreed to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”) pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”); and WHEREAS, the Bonds shall only be offered (a) an “accredited investor,” as defined in Rule 501(A)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (an “Institutional Accredited Investor”) or (b) a “qualified institutional buyer,” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (a “Qualified Institutional Buyer”); and WHEREAS, the initial developer and property manager of the Development will be Corum Real Estate Group (“Corum”) pursuant to a development agreement among the Town, the Corporation and Corum (the “Development Agreement”); and WHEREAS, there have been presented to the Board of Directors of the Corporation proposed forms of (i) the Indenture; (ii) the Development Agreement; (iii) the Loan Agreement and Note; (iv) the Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Corporation and the Underwriter; and (v) the Limited Offering Memorandum. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF VAIL HOME PARTNERS CORPORATION, AS FOLLOWS: 1.Definitions. All capitalized terms used and not otherwise defined in this resolution shall have the respective meaning assigned in the Indenture. 2.Ratification of Prior Actions. All action (not inconsistent with the provisions of this Resolution) heretofore taken by members of the Board of Directors or officers of the Corporation toward acquiring the Development, paying the costs of the Project, and relating to the issuance and sale of the Bonds shall be, and the same hereby is, ratified, approved, and confirmed. 3.Determination of Public Interest. The Corporation hereby finds and determines that acquisition of the Development and the issuance of the Bonds to finance the cost of the Project is fair to the Corporation, and is in the public interest. The Corporation acknowledges its purpose of assisting the Town in remedying the acute shortage of dwelling units in the Town for individuals and families by providing decent, safe and sanitary dwelling accommodations at attainable rental rates. 4.Approval of Documents. The Indenture, the Loan Agreement, the 661 Note, the Development Agreement, the Continuing Disclosure Undertaking, and the Bond Purchase Agreement, in substantially the forms presented to the Board at this meeting, are hereby in all respects ratified, confirmed and approved, and the President of the Corporation (the “President”) or any Vice President of the Corporation (a “Vice President”) and the Secretary of the Corporation (the “Secretary”) or Treasurer thereof (“Treasurer”) are each individually hereby authorized to execute and deliver, when appropriate, such documents in substantially such forms and upon the terms and conditions set forth herein and therein, with such changes therein as such officer or officers shall approve (including changes in dates and amounts necessary to conform such documents to the final terms as approved by executing officers of the Corporation) such approval to be evidenced by authorized officer’s execution thereof. As a condition to the foregoing, the Development Agreement must provide, prior to the commencement of any work, for the issuance of a public works contractor’s bond for the benefit of the Corporation in such form acceptable to the Corporation and in compliance with the requirements of Section 38-26-105, C.R.S. 5.Authorization of Bonds; Delegation. In accordance with the Constitution and laws of the State and the provisions of this Resolution, and for the purpose of defraying the cost of the Project, the Corporation hereby authorizes the issuance of the Bonds as set forth in the Sale Certificate (as defined in the Indenture), in the aggregate principal amount provided in the Sale Certificate, subject to the parameters and restrictions contained in this Resolution. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Corporation, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Board hereby elects to apply all of the provisions of the Supplemental Act to the Bonds. Section 11-57-205 of the Supplemental Act provides that a public entity may delegate to any member of the issuing authority, chief executive officer, or chief financial officer of the public entity the authority to sign a contract for the purchase of the securities or to accept a binding bid for the securities, such delegation to be effective for one year after adoption of the act of issuance. The Board hereby delegates and authorizes any member of the Board, for one year from the date of this Resolution, to determine whether it is in the best interest of the Corporation to issue the Bonds, to independently execute and deliver the Sale Certificate and Bond Purchase Agreement with respect to the Bonds, and to make and approve the final determinations contained therein for the Bonds, subject to the parameters and restrictions of this Resolution. Any member of the Board is hereby authorized to determine if obtaining municipal bond insurance with respect to the Bonds is in the best interest of the Corporation, and if so, to select a bond insurer to issue a municipal bond insurance policy, execute a commitment relating to the same, and execute any related documents or agreements required by such commitment. Should the Corporation determine to not obtain municipal bond insurance for the Bonds, any reference herein to a bond insurance policy, bond insurer, or policy costs are of no force and effect. Approval of this Resolution grants continuing authority to any member of the Board 662 to approve the issuance of the Bonds for one year from the date hereof without further action by the Board subject to the parameters set forth herein. 6.Bond Details. The Bonds shall be issued in fully registered form (i.e., registered as to payment of both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, as Depository for the Bonds. The Bonds shall be dated as of their date of delivery, and shall be issued in denominations of $100,000 or any integral multiple of $5,000 in excess thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on any maturity date and no individual Bond may be issued for more than one maturity and interest rate). The Bonds shall mature, be payable, bear interest (computed on the basis of a 360-day year of twelve 30-day months) payable to the Registered Owners from their date to maturity or prior redemption, be subject to redemption, and be sold, all as provided in the Sale Certificate; subject to the following parameters and restrictions. (i) the Bonds shall mature no later than October 1, 2064; (ii)the aggregate principal amount of the Bonds shall not exceed $145 million; (iii)the net effective interest rate of the Bonds shall not exceed 7.50% (iv)the Bonds shall be subject to optional redemption at such time or times as required by State law and as set forth in the Sale Certificate, at a redemption price not to exceed 103%; (v)the maximum annual repayment cost and maximum total repayment cost of the Bonds shall not exceed $35 million and $450 million respectively; (vi)the purchase price of the Bonds shall not be less than 95% of the original principal amount of such Bonds; (vii)whether any of the proceeds shall be utilized for capitalized interest; and (viii)whether any of the proceeds shall be utilized to fund a reserve fund, and the amount of such reserve fund. Interest on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each April 1 and October 1, commencing on the date provided in the Sale Certificate. The Corporation may issue the Bonds in one or more series as determined by the Board, may issue current interest, bonds, capital appreciation bonds, and/or subordinate bonds which are subordinate and junior to the Bonds, but senior to the Corporation’s obligations under the Loan Agreement and the Note, if so provided in the Sale Certificate. 663 7.Sale Certificate. Any member of the Board is hereby authorized and directed to make a final determination of the aggregate par amount of the Bonds, the price or prices at which the Bonds are to be sold, the amount of principal of the Bonds maturing in any year, the terms upon which the Bonds may be redeemed, and other terms upon which the Bonds are to be issued subject to the parameters set forth in Section 6 above. 8.Limited Revenue Obligations. The Bonds shall constitute limited revenue obligations of the Corporation as provided in the Indenture. All of the Bonds, together with the interest thereon, shall be payable solely from and to the extent of the Pledged Revenue, and the Pledged Revenue is hereby pledged to the payment of the Bonds. The Bonds shall constitute an irrevocable first lien upon the Pledged Revenue. 9.Execution and Delivery of Closing Documents and Certificates. The President, Vice President, Secretary, and other officers of the Corporation be and they hereby are authorized, empowered and directed to execute and deliver, prior to or simultaneously with the issuance of the Bonds, for and on behalf of the Corporation, including necessary counterparts, such certificates, documents and other instruments as shall to them seem necessary, desirable or appropriate in connection with the issuance of the Bonds, their execution thereof to constitute conclusive evidence of their approval of such certificates, documents and other instruments. 10.Delivery and Use of the Limited Offering Memorandum. The form, terms and content of the Preliminary Limited Offering Memorandum is in all respects authorized, approved and confirmed, and the previous use of the Preliminary Limited Offering Memorandum by the Underwriter in connection with the sale of the Bonds is hereby in all respects authorized, approved, ratified and confirmed. The Limited Offering Memorandum, in substantially the form of the Preliminary Limited Offering Memorandum, with such changes, modifications, additions or deletions therein as are approved by the Corporation’s President, is in all respects authorized and approved. 11.Execution and Delivery of Continuing Disclosure Undertaking. The form and content of the Continuing Disclosure Undertaking in the form appended as Appendix E to the Preliminary Limited Offering Memorandum is in all respects approved and confirmed and the officers of the Corporation be and they hereby are authorized, empowered and directed to execute and deliver the Continuing Disclosure Undertaking prior to or simultaneously with the issuance of the Bonds, for and on behalf of the Corporation, but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Continuing Disclosure Undertaking presented to the Board, and that from and after the execution and delivery of the Continuing Disclosure Undertaking, the officers of the Corporation are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed. 664 12.Appointment of Developer and Project Manager. The Corporation hereby appoints Corum as the initial developer and project manager. 13.Incidental Action. The members of the Board of Directors and the officers of the Corporation are each hereby authorized and directed to execute and deliver such other documents and certificates, and to take such other action as may be necessary or appropriate in order to effectuate the Development and the Project, the performance of the Corporation's obligations thereunder, the issuance and sale of the Bonds, and the acquisition, construction, financing and operation of the Development. Notwithstanding any other provisions of this Resolution, the members of the Board of Directors and the officers of the Corporation are hereby authorized to make or approve such revisions in such documents as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution. 14.Neither the Bonds nor the Note Shall Constitute a Financial Obligation of the Town. Neither the Bonds nor the Note shall not constitute a debt or indebtedness of the Town within the meaning of any provision or limitation of the Colorado Constitution or Colorado statutes and shall not constitute or give rise to a financial obligation of the Town or a charge against its general credit or taxing powers. 15.No Personal Liability. Neither the members of the Board nor any person executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 16.Resolution Irrepealable. After any of the Bonds herein authorized are issued, this Resolution shall constitute a contract between the Corporation and the registered owner or owners of the Bonds, and shall be and remain irrepealable until the Bonds, and the interest accruing thereon, shall have been fully paid, satisfied and discharged. 17.Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be judicially held to be invalid or unenforceable, such invalidity or unenforceability shall not affect, impair, or invalidate the remaining sections, paragraphs, clauses, and provisions hereof, the intention being that the various sections, paragraphs, clauses, and provisions hereof are severable. 18.Repealer. All bylaws, orders and resolutions of the Corporation, or parts thereof, inconsistent herewith are hereby repealed to the extent of such conflict. This repealer shall not be construed as reviving any bylaw, order, or resolution or part thereof previously repealed. 19.Effective Date. This Resolution shall take effect immediately upon its passage and approval. 665 INTRODUCED, READ, ADOPTED AND APPROVED this 1st day of April, 2025. VAIL HOME PARTNERS CORPORATION [SEAL] By: President Attest: Secretary 666 667 MORTGAGE AND INDENTURE OF TRUST VAIL HOME PARTNERS CORPORATION to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as trustee Securing: Vail Home Partners Corporation. (A Colorado nonprofit corporation created by the Town of Vail, Colorado) Housing Facilities Revenue Bonds, Series 2025 Dated as of [___________], 2025 668 i ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Definitions............................................................................................................... 4 Section 1.02 Indenture to Constitute a Mortgage; Interpretation .............................................. 11 ARTICLE II THE BONDS Section 2.01 The Bonds............................................................................................................. 11 Section 2.02 Payment of Bonds................................................................................................. 12 Section 2.03 Restriction on Issuance of Bonds.......................................................................... 13 Section 2.04 Limited Obligations.............................................................................................. 13 Section 2.05 Indenture Constitutes Contract ............................................................................. 13 Section 2.06 Execution.............................................................................................................. 13 Section 2.07 Authentication....................................................................................................... 14 Section 2.08 Incontestable Recital in Bonds.............................................................................. 14 Section 2.09 Mutilated, Lost, Stolen or Destroyed Bonds......................................................... 14 Section 2.10 Bond Registrar; Exchange and Transfer of Bonds; Persons Treated as the Owners.................................................................................................................. 14 Section 2.11 Temporary Bonds.................................................................................................. 16 Section 2.12 Delivery of the Bonds........................................................................................... 16 Section 2.13 Safekeeping and Cancellation of Bonds............................................................... 16 Section 2.14 Additional Bonds.................................................................................................. 17 Section 2.15 Certification of Project Revenues......................................................................... 17 Section 2.16 Subordinate Obligations Permitted....................................................................... 17 Section 2.17 Superior Securities Prohibited.............................................................................. 18 Section 2.18 Book-Entry System............................................................................................... 18 ARTICLE III REDEMPTION OF BONDS Section 3.01 Redemption Provisions......................................................................................... 19 Section 3.02 Notice of Redemption........................................................................................... 21 Section 3.03 Effect of Notice of Redemption............................................................................ 22 Section 3.04 Partial Redemption................................................................................................ 22 669 ii ARTICLE IV FUNDS; APPLICATION OF PROCEEDS OF BONDS; INVESTMENTS Section 4.01 Creation of Funds...................................................................................... 23 Section 4.02 Initial Deposits and Distributions............................................................. 23 Section 4.03 Bond Fund................................................................................................. 24 Section 4.04 Debt Service Reserve Fund....................................................................... 24 Section 4.05 Repair and Replacement Fund.................................................................. 24 Section 4.06 Operating Fund......................................................................................... 25 Section 4.07 Costs of Issuance Fund............................................................................. 25 Section 4.08 Rebate Fund.............................................................................................. 25 Section 4.09 Project Fund.............................................................................................. 26 Section 4.10 Rent Stabilization Fund............................................................................. 27 Section 4.11 Investment of Funds.................................................................................. 27 ARTICLE V APPLICATION OF PROJECT REVENUES Section 5.01 Application of Revenues........................................................................... 29 Section 5.02 Priorities.................................................................................................... 30 Section 5.03 Trust Funds............................................................................................... 30 Section 5.04 Final Disposition of Moneys..................................................................... 30 Section 5.05 Advances................................................................................................... 30 ARTICLE VI INSURANCE; DAMAGE, DESTRUCTION OR CONDEMNATION Section 6.01 Insurance................................................................................................... 30 Section 6.02 Damage or Destruction............................................................................. 32 Section 6.03 Condemnation........................................................................................... 33 Section 6.04 Application of Moneys in the Reconstruction Fund................................. 33 ARTICLE VII COVENANTS Section 7.01 Payment of Principal and Interest............................................................. 36 Section 7.02 Performance of Covenants; Authority to Issue Bonds.............................. 36 Section 7.03 No Consents.............................................................................................. 37 Section 7.04 Absence of Litigation................................................................................ 37 670 iii Section 7.05 No Event of Default.............................................................................................. 37 Section 7.06 Licenses, Permits and Approvals.......................................................................... 37 Section 7.07 Zoning, Planning and Similar Regulations........................................................... 37 Section 7.08 Good Title............................................................................................................. 37 Section 7.09 Rate Covenant....................................................................................................... 38 Section 7.10 Maintenance of Development............................................................................... 38 Section 7.11 No Encumbrances................................................................................................. 38 Section 7.12 Taxes, Assessments and Other Governmental Charges........................................ 39 Section 7.13 Access and Utilities............................................................................................... 39 Section 7.14 Advances............................................................................................................... 39 Section 7.15 Security Deposits.................................................................................................. 39 Section 7.16 Instruments of Further Assurance......................................................................... 40 Section 7.17 Inspection of Development Books........................................................................ 40 Section 7.18 Recording and Filing............................................................................................. 40 Section 7.19 Trustee’s Books and Records................................................................................ 40 Section 7.20 Disposition of Trust Estate.................................................................................... 40 Section 7.21 Collection of Project Revenues; Payment of Project Revenues to Trustee.......... 41 Section 7.22 Annual Budgets and Reports ................................................................................ 41 Section 7.23 Additions, Modifications and Improvements ....................................................... 41 Section 7.24 Maintenance of Corporate Existence.................................................................... 42 Section 7.25 Amendments to Management Agreement and Other Agreements....................... 42 Section 7.26 Tax Covenants. ..................................................................................................... 43 Section 7.27 Annual Audit......................................................................................................... 43 Section 7.28 Environmental Covenants..................................................................................... 43 Section 7.29 Continuing Disclosure .......................................................................................... 44 ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND REGISTERED OWNERS Section 8.01 Events of Default.................................................................................................. 44 Section 8.02 Acceleration.......................................................................................................... 45 Section 8.03 Remedies............................................................................................................... 45 Section 8.04 Application of Moneys ......................................................................................... 46 Section 8.05 Waiver of Corporation’s Rights............................................................................ 48 Section 8.06 Delays and Waivers; Remedies Not Exclusive..................................................... 48 Section 8.07 Rights of Owners.................................................................................................. 48 Section 8.08 Termination of Proceedings.................................................................................. 48 Section 8.09 Waivers of Events of Default................................................................................ 49 671 iv Section 8.10 Notice of Defaults; Opportunity of the Corporation To Cure Defaults.... 49 Section 8.11 Trustee Authorized To Bid at Sale............................................................ 49 Section 8.12 Exercise of Power of Sale......................................................................... 49 ARTICLE IX CONCERNING THE TRUSTEE Section 9.01 Standard of Care ....................................................................................... 50 Section 9.02 Reliance Upon Documents ....................................................................... 52 Section 9.03 Validity of Indenture Recitals................................................................... 52 Section 9.04 Trustee May Hold Bonds.......................................................................... 53 Section 9.05 Trust Imposed........................................................................................... 53 Section 9.06 Compensation of Trustee.......................................................................... 53 Section 9.07 Maintenance of Office.............................................................................. 54 Section 9.08 Resignation and Removal......................................................................... 54 Section 9.09 Successor Trustee...................................................................................... 55 Section 9.10 Merger of Trustee ..................................................................................... 55 Section 9.11 Additional Security................................................................................... 55 Section 9.12 Execution of Documents........................................................................... 55 Section 9.13 Enforceability............................................................................................ 56 ARTICLE X EVIDENCE OF RIGHTS OF REGISTERED OWNERS Section 10.01 Proof From Owner.................................................................................... 56 Section 10.02 Proof of Writing........................................................................................ 56 Section 10.03 Proof of Bonds Held................................................................................. 56 Section 10.04 Presumptions............................................................................................. 56 ARTICLE XI DEFEASANCE; UNCLAIMED MONEYS Section 11.01 Methods of Defeasance............................................................................. 57 Section 11.02 Effect of Deposit....................................................................................... 58 Section 11.03 Unclaimed Moneys................................................................................... 58 Section 11.04 Release of Property................................................................................... 58 Section 11.05 Rights of the Town.................................................................................... 58 672 v ARTICLE XII SUPPLEMENTAL INDENTURES Section 12.01 Limitation or Modifications.................................................................................. 60 Section 12.02 Supplemental Indentures Without Owners’ Consent............................................ 60 Section 12.03 Supplemental Indentures With Owners’ Consent................................................. 61 Section 12.04 Supplemental Indenture Part of This Indenture.................................................... 62 Section 12.05 Consent of Trustee................................................................................................ 62 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01 Benefit of Covenants............................................................................................. 62 Section 13.02 No Further Beneficiaries....................................................................................... 62 Section 13.03 Waiver of Notice................................................................................................... 63 Section 13.04 Payments Due on Days Other Than Business Days ............................................. 63 Section 13.05 Certification of Signatures.................................................................................... 63 Section 13.06 Method of Sending Notice.................................................................................... 63 Section 13.07 Counterparts.......................................................................................................... 64 Section 13.08 Severability........................................................................................................... 64 Section 13.09 Trustee as Bond Registrar..................................................................................... 64 Section 13.10 Laws Governing Indenture and Situs and Administration of Trust...................... 64 Section 13.11 No Further Recourse............................................................................................. 64 Section 13.12 Complete Agreement............................................................................................ 65 Section 13.13 Town as Third-Party Beneficiary.......................................................................... 65 Section 13.14 Electronic Means .................................................................................................. 65 673 MORTGAGE AND INDENTURE OF TRUST THIS MORTGAGE AND INDENTURE OF TRUST, dated as of [_____], 2025 (this “Indenture”), by and between VAIL HOME PARTNERS CORPORATION (the “Corporation”), a nonprofit corporation duly organized under the laws of the State of Colorado (the “State”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), a national banking association organized and existing under and by virtue of the laws of the United States of America, and being duly qualified to accept and administer the trusts hereby created, and having a corporate trust office in Denver, Colorado. W I T N E S S E T H: WHEREAS, the Corporation has been created by the Town of Vail, Colorado (the “Town”), as an instrumentality thereof, pursuant to the provisions of the Colorado Nonprofit Corporation Act, articles 121 through 137 of title 7, Colorado Revised Statutes, as amended (the “Act”); and WHEREAS, the Corporation is authorized to borrow money and issue bonds and other obligations, and to secure such obligations by mortgage or pledge of all or any part of its property interests and income; and WHEREAS, the Corporation wishes to enter into this Indenture for the purpose of financing the acquisition and construction of certain residential rental housing facilities to be know as the West Middle Creek Apartments (the “Development”) located in the Town of Vail, Colorado (the “Town”) to provide attainablehousing facilities for the benefit of the Town and its inhabitants; and WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation to issue its Vail Home Partners Corporation Housing Facilities Revenue Bonds, Series 2025 (the “Bonds”), for the purpose of financing a portion of the construction and acquisition of the Development and paying the costs of issuance of the Bonds (collectively, the “Project”); and WHEREAS,to finance the balance of the acquisition cost of the Project, the Town will lend to the Corporation $[_____] pursuant to the terms of a Loan Agreement dated as of [___], 2025, between the Town and the Corporation (the “Loan Agreement”); and WHEREAS, the Corporation’s obligation under the Loan Agreement is evidenced by a promissory note (the “Note”), and which such obligations are junior and subordinate to the Corporation’s obligation to repay the Bonds. WHEREAS, the execution and delivery of this Indenture and the issuance and sale of the Bonds have been in all respects authorized by the Board of Directors of the Corporation (the “Board”); and WHEREAS, all things necessary to make the Bonds when authenticated by the Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of the Corporation 674 2 according to their terms, and to constitute this Indenture a valid assignment and pledge of the amounts pledged to the payment of the principal of and interest on the Bonds have been done and performed, and the execution and delivery of this Indenture, and the execution, authentication and issuance of the Bonds, subject to the terms of this Indenture, have in all respects been duly authorized; and WHEREAS, the Trustee has accepted the trusts created by this Indenture, and in evidence thereof has joined in the execution hereof. GRANTING CLAUSES NOW, THEREFORE, the Corporation, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the Owners thereof, and of the sum of one dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, on the Bonds according to their tenor, and to secure the performance and observance of all the covenants and conditions expressed or implied herein, or in the Bonds, does hereby grant, bargain, sell, warrant, convey, confirm, assign, transfer in trust, mortgage, pledge and grant a first perfected security interest, subject to Permitted Encumbrances, unto the Trustee, all and singular, the following described properties, rights and interests (hereinafter referred to as the “Trust Estate”), to wit: GRANTING CLAUSE FIRST The Project Revenues, as defined herein; GRANTING CLAUSE SECOND The real estate specifically described in Exhibit B attached hereto, together with any and all buildings, improvements, structures, fixtures and other property now or hereafter located thereon and all and singular the tenements, hereditaments, easements, rights-of-way, rights, privileges and appurtenances in and to such land or in any way appertaining thereto or in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining such land. GRANTING CLAUSE THIRD All machinery, equipment, appliances, fixtures, furniture and other personal property, whether now owned or hereafter acquired by the Corporation and located on or used or useful in connection with the operation, maintenance, protection, leasing or other use of the property describedin Granting Clause Secondabove, including all renewals, replacements and substitutions therefor. In the event any such machinery, equipment, appliances, fixtures and other personal property shall not be sufficiently ascertainable at the time of the execution of this Indenture in order to constitute a valid and enforceable lien thereon, then this Indenture shall be supplemented from time to time in order to bring within the lien of this Indenture any and all machinery, equipment, appliances, fixtures and other personal property acquired with the proceeds of the Bonds or located on or used in connection with the properties described in Granting Clause Second above. 675 3 GRANTING CLAUSE FOURTH All right, title and interest of the Corporation in and to any insurance proceeds or condemnation awards with respect to the property described in Granting Clauses Two and Three of this Indenture. GRANTING CLAUSE FIFTH All right, title and interest of the Corporation in and to all moneys at any time and from time to time paid or delivered to or received by the Trustee, including, without limitation, all moneys held in any of the funds and accounts described in Section 4.01 hereof (but excluding the Rebate Fund) together with all investments and reinvestments thereof and all earnings and profits thereon. GRANTING CLAUSE SIXTH Any and all other rights and interests in property, whether tangible or intangible, required to be subject to the lien hereof or from time to time hereafter, by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder by the Corporation or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all Owners of the Bonds issued under and secured by this Indenture, without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the others of the Bonds except as herein otherwise expressly provided, including, without limitation, the senior priority of the lien on the Trust Estate of the Bonds and the subordinate lien on the Trust Estate of the Loan Agreement and Note as more particularly described herein; PROVIDED, HOWEVER, that if the Corporation shall pay or cause to be paid to the Owners of the Bonds the principal thereof, premium, if any, and interest to become due thereon, at the times and in the manner provided in Article XI hereof; and if the Corporation shall keep, perform and observe or cause to be kept, performed and observed all of its covenants, warranties and agreements contained herein, then thesepresents and the estate and rights hereby granted shall, at the option of the Corporation, cease, terminate and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture in the manner hereinafter provided and remit to the Corporation any amounts remaining hereunder; otherwise this Indenture shall remain in full force and effect and subject to the trusts, covenants and conditions hereinafter set forth. 676 4 ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Definitions. In addition to words and terms elsewhere defined in this Indenture, the following words and terms shall have the following meanings unless some other meaning is plainly intended: “Act”means the Colorado Revised Nonprofit Corporation Act, articles 121 through 137 of title 7, Colorado Revised Statutes, as amended. “Additional Bonds” means bonds, notes, securities, leases or other contracts or obligations evidencing borrowings and payable from all or any portion of the Project Revenues and having a lien on all or a portion of the Project Revenues on a parity with the lien thereon of the Bonds. “Articles of Incorporation” means the Corporation’s Articles of Incorporation, as the same may be amended from time to time. “Authorized Denominations”means$100,000 and any integral multiple of $5,000in excess thereof; provided, however, that such denominations shall not apply to the amount of Bonds redeemed pursuant to Article III hereof nor to the amount Outstanding of each series of Bonds following such redemption. “Authorized Officer” means, with respect to the Corporation, (i) its President or Treasurer; or (ii) such other officer of the Corporation as may from time to time be authorized by the Board of Directors of the Corporation for purposes of this Indenture. “Board” means the Board of Directors of the Corporation. “Bond Counsel” means any attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Fund” means the Bond Fund created in Section 4.01 hereof and further described in Section 4.03 hereof, including the Capitalized Interest subaccount thereof. “Bond Purchase Agreement” means the Bond Purchase Agreement dated as of [_____], 2025, between Piper Sandler & Co. and the Corporation, “Bond Register” has the meaning as set forth in Section 2.10 hereof. “Bonds” means the Vail Home Partners Corporation Housing Facilities Revenue Bonds, Series 2025. “Book-Entry Bonds” means the Bonds which are issued in book-entry form, as evidenced by a single certificate for each stated principal maturity of the Bonds, and registered in the name of and delivered to a Securities Depository. 677 5 “Book-Entry System” means that system in which the clearance and settlement of securities transactions is made through electronic book-entry changes, in that way eliminating the need of physical movement of securities. “Budget” means the annual budget of the Corporation required by Section 7.23 hereof. “Business Day” means any day of the year on which banks located in the city in which the principal operations offices of the Trustee are located and on which The New York Stock Exchange are not closed. “Closing Date” means [__], 2025. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. “Consultant” means a firm which is not, and no member, stockholder, director, officer or employee of which is, an officer or employee of the Corporation, or an employee or elected official of the Town and which is a nationally recognized professional management consultant, selected by the Corporation, acceptable to the Trustee and having the skill and experience necessary to render the particular report or make the particular recommendation required by the provisions hereof in which such requirement appears. “Continuing Disclosure Undertaking”means the undertaking executed by the Corporation of even date herewith which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the Securities and Exchange Commission. “Corporation” means Vail Home Partners Corporation, a nonprofit corporation organized and existing under the laws of the State of Colorado, and created by the Town of Vail, Colorado as an instrumentality thereof. “Costs of Issuance” means all costs incurred in connection with the authorization, sale and issuance of the Bonds and the transactions contemplated herein, including, but not limited to (a) underwriter’s spread (whether realized directly or derived through purchase of the Bonds at a discount below the price at which they are expected to be sold to the public); (b) Counsel fees (including Bond Counsel, Underwriter’s counsel, Corporation’s counsel, Town’s counsel, and Trustee’s counsel as well as any other specialized counsel fees and expenses incurred in connection with the borrowing); (c) bondinsurance premiums and fees; (d) Trustee fees and expenses incurred in connection with the borrowing; (e) Registrar and authenticating agent fees related to issuance of the Bonds; (f) accountant fees related to issuance of the Bonds; (g) printing costs (for the Bonds and of preliminary and final offering materials); and (h) costs incurred in connection with the required public approval process (e.g., publication costs for public notices generally and costs of the public hearing or voter referendum). “Costs of Issuance Fund” means the Costs of Issuance Fund created in Section 4.01 hereof and further described in Section 4.07 hereof. “Costs of the Development” means all costs, as designated by the Corporation, of the Development, or any interest therein, which cost, at the option of the Corporation (except as may 678 6 be otherwise limited by law) may include all, any one or other portion of the incidental costs pertaining to the Development, including, without limitation: (i)All preliminary expenses or other costs advanced by the Corporation or advanced by the Federal Government, the State or by any other Person from any source, or any combination thereof, or otherwise; (ii)The costs of making surveys and tests, audits, preliminary plans, other plans, specifications, estimates of costs and other preliminaries; (iii)The costs of any contingencies; (iv)The costs of premiums on any builders’ risk insurance and performance bonds during the construction, installation and other acquisition of the Development, or a reasonably allocated share thereof; (v)The costs of appraising, printing, estimates, advice, inspection, other services of engineers, architects, accountants, financial consultants, attorneys at law, clerical help and other agents and employees; (vi)The costs of making, publishing, posting, mailing and otherwise giving any notice in connection with the Development; (vii)The costs of the filing or recording of instruments and the cost of any title insurance premiums; (viii) The costs of funding any construction loans and other temporary loans pertaining to the Development and of the incidental expenses incurred in connection with such loans; (ix)The costs of demolishing, removing, or relocating any buildings, structures, or other facilities on land acquired for the Development, and of acquiring lands to which such buildings, structures or other facilities may be moved or relocated; (x)The costs of machinery and equipment; (xi)The costs of any properties, rights, easements or other interests in properties, or any licenses, privileges, agreements and franchises; (xii)The costs of labor, material and obligations incurred to contractors, builders and materialmen in connection with the acquisition, construction and installation of the Development; and (m)All other expenses pertaining to the Development. “Counsel” means an attorney designated by or acceptable to the Trustee, duly admitted to practice law before the highest court of any state. 679 7 “County” means Eagle County, Colorado. “Current Expenses” means expenses incurred or to be incurred by the Corporation in the operation and maintenance of the Development determined on a cash basis, but shall exclude depreciation, capital improvements, replacements or major repairs and payments into the Bond Fund, the Repair and Replacement Fund and the Debt Service Reserve Fund. “Debt Service Reserve Fund” means the Debt Service Reserve Fund created in Section 4.01 hereof and further described in Section 4.04 hereof. The Debt Service Reserve Fund shall secure the Bonds and any Additional Bonds as hereafter may be authorized and issued by the Corporation. “Debt Service Reserve Requirement” means the least of (i) 10% of the proceeds of the Bonds and any Additional Bonds, (ii) the maximum annual principal and interest payable with respect to the Bonds and any Additional Bonds, or (iii) 125% of the average annual principal and interest payable with respect to the Bonds and any Additional Bonds. For purposes of this definition, the term “proceeds” means the aggregate stated principal amount of such Bonds, unless there is more than a de minimis amount (as defined in Section 1.148-1(b) of the Tax Code) of original issue discount or premium, in which case “proceeds” means issue price. “Defaulted Interest” has the meaning specified in Section 2.02 hereof. “Development”means the West Middle Creek housing development, a for-rent housing development located in the Town. “Development Agreement” means the Development Agreement, dated [___], 2025, between the Corporation., the Town and the Project Manager, as amended and supplemented from time to time or any similar agreement in substitution therefor providing for the management and supervision of the Development. “Development Site” means the real property specifically described on Exhibit B attached hereto, and together with any and all improvements now or hereafter located thereon and all and singular the tenements, hereditaments, easements, rights-of-way, rights, privileges and appurtenances in and to such land or in any way appertaining thereto or in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining such land. “DTC” means The Depository Trust Company and any successor to it or any nominee of it. “DTC Participant” has the meaning given to that term in Section 2.18(b). “DTC System” has the meaning given to that term in Section 2.18(a). “Event of Default” means an Event of Default as specified in Section 8.01 hereof. “Fiscal Year” means the fiscal year of the Corporation, presently January 1 of any given year through December 31 of the same calendar year. 680 8 “Funds” means the trust funds established pursuant to Section 4.01 hereof. “Indenture” means this Mortgage and Indenture of Trust as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto. “Interest Payment Date” means each April 1 and October 1, commencing October 1, 2025. “Loan Agreement” means the Loan Agreement dated as of [__], 2025, between the Town and the Corporation, as such agreement may be amended and supplemented from time to time. “Maximum Annual Debt Service Requirements”means the maximum aggregate amount of Debt Service Requirements (excluding redemption premiums) due on the Bonds in any Bond Year beginning with the Bond Year in which Debt Service Requirements of the Bonds are first payable after the computation date and ending with the Bond Year in which the last of the Debt Service Requirements are payable. “Net Proceeds” when used with respect to any insurance proceeds or condemnation awards means the gross amount from such insurance proceeds or condemnation awards with respect to which that term is used remaining after payment of all reasonable expenses incurred in the collection of such gross amount. “Note” means the Promissory Note executed by the Corporation payable to the Town reflecting the Corporations payment obligations under the Loan Agreement, which obligations of the Corporation are junior and subordinate to its obligation to pay the Bonds. “Operating Fund” means the Operating Fund created in Section 4.01 hereof and further described in Section 4.06 hereof. “Opinion of Counsel” means a written opinion of Counsel, who may be Counsel for the Corporation, the Town or the Trustee or other Counsel selected by the Corporation and acceptable to the Trustee. “Outstanding,” when used with reference to Bonds, means all of the Bonds authenticated and delivered by the Trustee hereunder, except: (b)Bonds theretofore cancelled by the Trustee or delivered to the Trustee cancelled or for cancellation; (c)Bonds for the payment or redemption of which money in the necessary amount shall have been deposited with the Trustee, and, with respect to Bonds to be redeemed prior to maturity, notice of such redemption shall have been given as provided in this Indenture; and (d)Bonds in substitution for which other Bonds or other securities shall have been authenticated and delivered pursuant to the terms of this Indenture. “Owner” when used in conjunction with a Bond means the Person in whose name such Bond is registered on the Bond Register. 681 9 “Participant” means a broker-dealer, bank or other financial institution for which DTC holds bonds as Securities Depository. “Permitted Encumbrances” means as of any particular time: (a)this Indenture; (b)liens for ad valorem taxes and special assessments which are not then delinquent or are being contested as permitted by this Indenture; (c)utility, access and other easements and rights-of-way, restrictions and exceptions arising subsequent to the issuance of the Title Insurance Policy with respect to the Bonds that the Corporation shall certify will not materially interfere with or substantially impair the operation of the Development (easements, rights-of-way, restrictions and exceptions existing as of the date of issuance of the Bonds shall be deemed not to materially interfere with or substantially impair the operation of the Development); (d)such minor defects, irregularities, encumbrances, rights-of-way and clouds on title as may normally exist with respect to property similar in character to the Development, and which, in the opinion of Counsel to the Corporation, do not materially impair the property affected thereby or the use thereof for the purpose for which it was acquired or is held by the Corporation or the ability of the Corporation to pay the principal of or interest on the Bonds; (e)zoning laws and similar restrictions; liens arising in connection with worker’s compensation, unemployment insurance, statutory obligations or social security legislation and payment as to which is not overdue; and undetermined liens and other charges incidental to, or arising in, the ordinary course of the operation of the Development and payment as to which is not overdue; (f)the exceptions appearing on Schedule B of the Title Insurance Policy; and (g)any liens securing indebtedness which is used to refund or repay in full the Bonds. “Permitted Investments” means any lawful investment permitted for the investment of funds of the Corporation by the laws of the State. “Person” means one or more natural persons, firms, associations, corporations or public bodies. “Project” means the construction and acquisition of the Development located on the Development Site and the payment of the costs of issuance of the Bonds. “Project Fund” means the Project Fund created by Section 4.09 of this Indenture. “Project Manager” or “Manager” means Corum Real Estate Group, Glendale, Colorado, and its successors appointed by the Corporation; provided that the Corporation may appoint more than one Person to serve as Project Manager at any one time. 682 10 “Project Revenues” means all rents, receipts, issues, profits, fines and/or penalties collected, revenues and insurance proceeds (to the extent such proceeds do not constitute Net Proceeds) derived by the Corporation from the ownership, operation and leasing of the Development, and required to be paid to or deposited with the Trustee under and pursuant to this Indenture, together with all interest or income earned on any of the Funds held by the Trustee under this Indenture. “Rebate Fund”means the Rebate Fund created in Section 4.01 hereof and further described in Section 4.08 hereof. “Reconstruction Fund” means the Reconstruction Fund created in Section 6.02 hereof and further described in Section 6.04 hereof. “Regular Record Date” means, with respect to an Interest Payment Date, the close of business on the fifteenth day of the month next preceding such Interest Payment Date, whether or not a Business Day. “Regulations” means the proposed, temporary or final Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time. “Rent Stabilization Fund” means the Rent Stabilization Fund created in Section 4.01 hereof and further described in Section 4.10 hereof. “Repair and Replacement Fund” means the Repair and Replacement Fund created in Section 4.01 hereof and further described in Section 4.05 hereof. “Revenue Fund” means the Revenue Fund created in Section 4.01 hereof and further described in Section 5.01 hereof. “Securities Depository” means, initially, The Depository Trust Company, New York, New York, and its successors and assigns, and any replacement securities depository appointed under this Indenture. “Special Record Date” means, with respect to any Bond, any date established by the Trustee in connection with the payment of overdue interest on that Bond pursuant to Section 2.02 of this Indenture. “State” means the State of Colorado “Subordinate Bonds”means bonds, notes, securities, leases or other contracts or obligations evidencing borrowings and payable from all or any portion of the Project Revenues and having a lien on all or a portion of the Project Revenues on a junior or subordinate basis with the lien thereon of the Bonds but a lien senior to the Corporation’s obligation under the Loan Agreement and Note. “Supplemental Act” means the Supplemental Public Securities Act, being Part 2 of Article 57 of Title 11, Colorado Revised Statutes, as amended and supplemented from time to time. 683 11 “Tax Certificate” means the Tax Compliance and No Arbitrage Certificate executed by the Corporation on the Closing Date. “Title Insurance Policy” means the title insurance policy, insuring that the Indenture constitutes a valid first mortgage lien on the Development Site, subject only to the Permitted Encumbrances, and insuring against all liens for labor or materials which may have arisen prior to the date of such policy. “Town” means the Town of Vail, Colorado, a home rule Town, a municipal corporation and a political subdivision organized and existing under the laws of the State of Colorado. “Trustee” means U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America and its successors in trust hereunder. “Trust Estate”means the property, rights and interests of the Corporation which are subject to the lien of this Indenture or intended to be subject to the lien of this Indenture as described in Granting Clauses I through VII hereof. “Underwriter” means Piper Sandler & Co. Section 1.02 Indenture to Constitute a Mortgage; Interpretation. It is intended by the parties that this Indenture serve as a first priority mortgage lien on the Development Site under the laws of the State. The Trustee shall serve as the mortgagee and shall have all of the rights and remedies granted to a mortgagee by the laws of the State. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neutral genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. ARTICLE II THE BONDS Section 2.01 The Bonds. The aggregate principal amount of the Bonds which may be authenticated and delivered under this Indenture is limited to $[____] except for Bonds authenticated and delivered upon transfer of, or in exchange for, or in lieu of Bonds pursuant to Sections 2.09, 2.10 and 3.04 hereof. The Bonds shall be issued only as fully registered bonds and shall be in the Authorized Denominations requested by the Owner (provided, however, that each Bond shall have only one principal maturity date). Unless the Corporation shall otherwise direct, the Bonds shall be lettered and numbered from R-1 upward. The Bonds and the Trustee’s certificate of authentication to be endorsed on such Bonds shall be in substantially the form contained in Exhibit A hereto with necessary and appropriate variations, omissions and insertions as permitted or required by this Indenture. Each Bond shall initially be dated as of its date of delivery and shall bear interest until paid from the most recent date to which interest has been duly paid or provided for or, if no interest has 684 12 been paid or duly provided for, from such date of delivery, at the rates per annum set forth in the table below. Interest on the Bonds shall be payable semiannually on each Interest Payment Date until the principal sum is paid, and shall be calculated on the basis of a 360-day year of twelve 30- day months. The Bonds shall mature on October 1 of the years and in the amounts set opposite the years and bear interest at the rates set forth in the schedule below subject to prior redemption in accordance with Section 3.01 hereof. Year (October 1)Principal Amount Interest Rate $% Section 2.02 Payment of Bonds. The Person in whose name any Bond is registered on the Regular Record Date with respect to an Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that, if and to the extent the Corporation shall default in the payment of the interest due on any Interest Payment Date, such defaulted interest shall be paid as provided in the next paragraph. Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Person who was the Owner of that Bond (or one or more predecessor Bonds) on the applicable Regular Record Date. The Trustee shall make payment of any Defaulted Interest to the Persons in whose names the Bonds (or their respective predecessor Bonds) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. When moneys become available for the payment of the Defaulted Interest, the Trustee (a) shall determine the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment, and (b) shall fix a special record date (the “Special Record Date”) for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 calendar days prior to the date of the proposed payment, and (c) shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date 685 13 therefor to be mailed, first class, postage prepaid, to each Owner at his address as it appears in the Bond Register not less than 10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons who are the Owners of the Bonds (or their respective predecessor Bonds) at the close of business on such Special Record Date. Principal of, and premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by check mailed to the person entitled thereto at the address as it appears on the Bond Register or at such other address as is furnished to the Trustee in writing by such Person. Principal of and premium, if any, on the Bonds shall be payable upon presentation thereof at the operations center of the Trustee in Denver, Colorado, as the same shall become due and payable. The Bonds shall be subject to redemption as provided in Article III hereof. Section 2.03 Restriction on Issuance of Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. Section 2.04 Limited Obligations. The Bonds, together with interest thereon, are limited obligations of the Corporation payable solely from the revenues, receipts and security pledged therefor in the granting clauses hereof and not from any other revenues, funds or assets of the Corporation. The Bonds shall not be a debt of the Town and the Town shall not be liable thereon, nor in any event shall the Bonds be payable out of any funds other than those of the Corporation pledged herein. The Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation of the laws of the State. The Bonds shall be payable solely from the revenues and security interests pledged for their payment as authorized by this Indenture. Section 2.05 Indenture Constitutes Contract. In consideration of the purchase and acceptance of the Bonds issued hereunder by those who shall hold them from time to time, the provisions of this Indenture shall be part of the contract of the Corporation with the Owners of the Bonds and shall be deemed to be a contract between the Corporation and the Owners of the Bonds from time to time. Section 2.06 Execution. The Bonds shall be executed on behalf of the Corporation by the manual or facsimile signature of its President or Vice President, attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Any facsimile signatures shall have the same force and effect as if said officers had manually signed said Bonds. Any reproduction of the official seal of the Corporation on the Bonds shall have the same force and effect as if the official seal of the Corporation had been impressed on the Bonds. In case any officer whose manual or facsimile signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery, and also any Bond may bear the facsimile signatures of, or may be signed by, 686 14 such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. Section 2.07 Authentication. Only such Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in the form of bond contained in Exhibit A hereto duly executed by the Trustee shall be entitled to any right or benefit under this Indenture. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee; and such executed certificate upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee’s certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or authorized signatory of the Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Bonds. Section 2.08 Incontestable Recital in Bonds. Each Bond shall recite that it is issued under the authority of the Supplemental Act, which recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. Section 2.09 Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, the Corporation shall execute and the Trustee shall authenticate a new Bond of like date, series, maturity and denomination as that mutilated, lost, stolen or destroyed. Any mutilated Bond shall first be surrendered to the Trustee, and, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the Corporation and the Trustee evidence of such loss, theft or destruction reasonably satisfactory to them together with indemnity reasonably satisfactory to them. In the event any such Bond shall have matured, instead of issuing a duplicate Bond or Bonds the Corporation may pay the same without surrender thereof. The Corporation and the Trustee may charge the Owner of such Bond with their reasonable fees and expenses, including the cost of printing replacement Bonds. Every new Bond issued pursuant to this Section shall, with respect to such Bond, constitute an additional contractual obligation of the Corporation, whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned on the express condition that the foregoing provisions of this Section are exclusive with respect to the replacement or payment of mutilated, lost, stolen or destroyed Bonds and shall preclude any and all rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. Section 2.10 Bond Registrar; Exchange and Transfer of Bonds; Persons Treated as the Owners. At any time that the Bonds are not in a Book-Entry System, the provisions of this Section 2.10 shall govern the transfer and exchange of the Bonds. (a)Bond Registrar; Bond Register. The Trustee is, by this Indenture, constituted and appointed the Bond Registrar for the Bonds. The Trustee shall keep the Bond Register for the registration of the Bonds and for the registration of transfer of the Bonds. 687 15 (b)Transfers. Subject to the express limitations contained in this Section 2.10, any Owner or its attorney duly authorized in writing may transfer title to such Bond on the Bond Register kept by the Trustee, upon surrender of the Bond at the office of the Trustee designated by the Trustee for that purpose, together with a written instrument of transfer (in substantially the form of assignment, including signature guarantee, attached to the Bond) satisfactory to the Trustee executed by the Owner or its attorney duly authorized in writing, and upon surrender for registration of transfer of any Bond, the Corporation shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of the same aggregate principal amount, rate of interest, maturity, series and tenor as the Bond surrendered and of any Authorized Denomination. Transfers of an interest in the Bonds shall be in principal amounts equal to any Authorized Denomination. (c)Exchanges. Subject to the express limitations contained in this Section 2.10, Bonds may be exchanged upon surrender of such Bonds at the office of the Trustee designated by the Trustee for that purpose together with a written instrument of transfer (in substantially the form of assignment, including signature guarantee, attached to the Bond) satisfactory to the Trustee, executed by the Owner or its attorney duly authorized in writing, for an equal aggregate principal amount of Bonds of the same aggregate principal amount, rate of interest, maturity, series and tenor as the Bonds being exchanged and of any Authorized Denomination. The Corporation shall execute and the Trustee shall authenticate and deliver Bonds which the Owner making the exchange is entitled to receive, bearing numbers not contemporaneously then outstanding. (d)Exceptions to Transfers and Exchanges. The Trustee shall not be required to register any transfer or exchange of any Bond (or portion of any Bond) called for redemption. (e)Charges. Registrations of transfers or exchanges of Bonds shall be effected by the Trustee at a reasonable service charge to the Owners, and the payment of such service charges, any taxes, and/or any other governmental charges required to be paid with respect to a transfer or exchange shall be paid by any Owner requesting the registration of transfer or exchange as a condition precedent to the exercise of such privilege. (f)Recognized Owners. The person in whose name any Bond is registered on the Bond Register shall be deemed and regarded as the absolute owner of such Bond for all purposes, and payment of or on account of either principal or interest shall be made only to or upon the order of such person or its attorney duly authorized in writing, but such registration may be changed as provided above in this Indenture. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g)Bonds Protected. All Bonds issued upon any registration of transfer or exchange of Bonds shall be legal, valid and binding limited obligations of the Corporation, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such transfer or exchange. (h)Restrictions for Transfer of the Bonds. The Bonds shall only be sold, transferred or otherwise disposed to “Qualified Institutional Buyers” as defined in Rule 144A promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as 688 16 amended (the “Securities Act”) or to an “Accredited Investor” within the meaning of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, and such buyers or transferees shall execute an investor letter. Section 2.11 Temporary Bonds. Until definitive Bonds are ready for delivery, theremay be executed, and upon the request of the Corporation the Trustee shall authenticate and deliver, in lieu of definitive Bonds, temporary printed, typewritten, engraved or lithographed Bonds, in such Authorized Denomination or Authorized Denominations as shall be determined by the Corporation, in fully registered form, in substantially the tenor hereinabove set forth and with such appropriate omissions, insertions and variations as may be required. If temporary Bonds shall be issued, the Corporation shall cause the definitive Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it at its principal corporate trust office of any temporary Bond, shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds, as the case may be, of an equal aggregate principal amount, of the same maturities and bearing interest at the same rates as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefit and security of this Indenture as the definitive Bonds to be issued and authenticated hereunder. Interest on temporary Bonds, when due and payable, if the definitive Bonds shall not be ready for exchange, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon by the Trustee. Section 2.12 Delivery of the Bonds. Upon the execution and delivery of this Indenture, the Corporation shall execute and deliver to the Trustee and the Trustee shall authenticate the Bonds and deliver them to or upon the order of the Corporation upon receipt by the Trustee of the purchase price of the Bonds and of the following documents: (a)Executed counterparts of this Indenture, the Bond Purchase Agreement relating to the Bonds and the Continuing Disclosure Undertaking; (b)Copies of the resolutions adopted by the Board of Directors of the Corporation authorizing the execution and delivery of this Indenture, the Bond Purchase Agreement, and the issuance of the Bonds; (c)The Title Insurance Policy; (d)An opinion of Bond Counsel to the effect that the Bonds have been validly issued and constitute legal, valid and binding limited obligations of the Corporation, and that the interest thereon, under law in effect on the date of such opinion, is excludable from gross income for federal income tax purposes (subject to customary exceptions); (e)A certificate of the Corporation as to compliance with requirements of Section 6.01 hereof; Section 2.13 Safekeeping and Cancellation of Bonds. Any Bond surrendered for the purpose of payment or retirement, or for exchange, or for replacement or payment pursuant to Sections 2.09, 2.10 or 3.04, shall be cancelled upon surrender thereof to the Trustee, and certification of such cancellation shall be made to the Corporation as provided in this Section. 689 17 Certification of such surrender and cancellation shall be made to the Corporation by the Trustee at least once each calendar year. Unless otherwise directed by the Corporation or other lawful authority, cancelled Bonds shall promptly be destroyed by shredding or cremation by the Trustee, and certificates of such destruction (describing the manner thereof) provided by the Trustee to the Corporation. Section 2.14 Additional Bonds (a)The Corporation shall not issue additional bonds, notes, securities, leases or other contracts or obligations evidencing borrowings payable from the Project Revenues and having a lien thereon prior and superior to the lien thereon of the Bonds. (b)The Corporation may issue Additional Bonds, if in accordance with the provisions of the Act and the Constitution and laws of the State, only upon compliance with the following terms and conditions: (i)The Project Revenues, as certified by the Treasurer, less the Current Expenses, for the prior fiscal year, shall have been sufficient to pay an amount at least equal to (A) 130% of the sum derived by adding the following: (i) the maximum annual debt service requirement for the Outstanding Bonds; (ii) the maximum annual debt service requirement for any series of Outstanding Additional Bonds; and (iii) the maximum annual debt service requirement for the Additional Bonds proposed to be issued. (ii)At the time of issuance of such Additional Bonds, no Event of Default shall have occurred and be continuing hereunder. (iii)The Additional Bonds shall be secured by the Debt Service Reserve Fund, and the Debt Service Reserve Fund Requirement shall be adjusted to reflect the issuance of Additional Bonds. (iv)So long as the Loan Agreement and Note are Outstanding, the issuance of Additional Bonds shall require the prior written consent of the Town. (c)Notwithstanding the foregoing, Additional Bonds may be issued to refund or defease all or a portion of the Outstanding Bonds and any Outstanding Additional Bonds previously issued so long as the annual principal and interest payment on the Outstanding Bonds and any Additional Bonds to be issued to refund such Bonds does not exceed in any year the annual principal and interest payable on the Bonds and any Outstanding Additional Bonds in any such year prior to the issuance of such proposed Additional Bonds. Section 2.15 Certification of Project Revenues. Where certifications of revenues are required by this Ordinance, the specified and required written certifications of an independent accountant or auditor that revenues are sufficient to pay the required amounts shall be conclusively presumed to be accurate in determining the right of the Corporation to authorize, issue, sell and deliver Additional Bonds. Section 2.16 Subordinate Obligations Permitted. So long as no Event of Default has occurred and is continuing hereunder, the Corporationmay issueadditional securities payable from 690 18 the Project Revenues and having a lien thereon subordinate, inferior and junior to the lien thereon of the Bonds without the prior written consent of the Owners but with the prior written consent of the Town. Section 2.17 Superior Securities Prohibited. The Corporationshall notissue additional securities payable from the Project Revenues and having a lien thereon prior and superior to the lien thereon of the Bonds. Section 2.18 Book-Entry System. (a)Registration in the Book-Entry System. The Securities Depository shall be DTC, and the securities depository system shall be the DTC system (the “DTC System”). The Corporation and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including a letter of representations in the form required by DTC (the “Letter of Representations”); in the event of any conflict between the terms of any such letter or agreement, including the Letter of Representations, and the terms of this Indenture, the terms of this Indenture shall control. DTC may exercise the rights of an Owner only in accordance with the terms of this Indenture applicable to the exercise of such rights. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities and interest rates of the Bonds. The Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (b)Exculpation. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Corporation and the Trustee shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to in this Indenture as a “DTC Participant”) or to any person on behalf of whom such a DTC Participant directly or indirectly holds an interest in the Bonds (each such person being referred to in this Indenture as an “Indirect Participant”). Without limiting the immediately preceding sentence, the Corporation and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any Indirect Participant or any other person, other than Cede & Co., as nominee of DTC, as Owner on the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, (iii) the payment to any DTC Participant or Indirect Participant or any other Person, other than Cede & Co., as nominee of DTC, as Owner on the Bond Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds or (iv) any consent given by Cede & Co., as nominee of DTC as registered owner. So long as certificates for the Bonds are not issued pursuant to Section 2.18(e) and the Bonds are registered in the name of Cede & Co., as nominee for DTC, the Corporation and the Trustee shall treat DTC or any successor securities depository as, and deem DTC or any successor securities depository to be, the absolute owner of the Bonds for all purposes whatsoever, including, without limitation, the (A) payment of principal and interest on the Bonds, (B) giving notice of redemption and other matters with respect to the Bonds, (C) registration of transfers with respect to the Bonds and (D) selection of Bonds for redemption. While in the DTC System, no person other than Cede & Co., or any successor to it, as nominee for DTC, shall receive a Bond certificate with respect to any Bond. 691 19 (c)Payments/Notices with Respect to Bonds Registered in the Book-Entry System. Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Letter of Representations. (d)Substitution of Nominee. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (e)Successor Securities Depository; Transfers Outside Book-Entry System. The Corporation may determine that continuation of the DTC System is not in the best interests of the Owners. The Trustee, with the consent of the Corporation, but without the consent of any other person, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to the foregoing provisions, unless a substitute securities depository is appointed to undertake the functions of DTC under this Indenture, the Trustee, at the expense of the Corporation, is obligated to deliver Bond certificates to the Beneficial Owners of the Bonds, as described in this Indenture, and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names the registered owners transferring or exchanging Bonds shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. The Trustee may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, as may be acceptable to the Corporation, or such depository’s agent or designee. ARTICLE III REDEMPTION OF BONDS Section 3.01 Redemption Provisions. (a)Optional Redemption. The Bonds maturing on and before October 1, 20[__] are not subject to redemption prior to their respective maturity dates. The Bonds maturing on and after October 1, 20[__] are subject to redemption prior to maturity at the option of the Corporation, in whole or in part in Authorized Denominations, and if in part in such order of maturities as the Corporation shall determine and by lot within a maturity, on October 1, 20[__], and on any date thereafter, at a redemption price equal to par, plus accrued interest to the redemption date, with no redemption premium. (b)Mandatory Sinking Fund Redemption. The Bonds maturing on October 1, 20[__] also are subject to mandatory sinking fund redemption, in part, by lot, on October 1, 20[__], and on each October 1 thereafter prior to the maturity date of such Bonds, upon payment of par and accrued interest, without redemption premium, in the annual amounts set forth below: 692 20 Year of Redemption (October 1) Redemption Amount $ * * final maturity, not a sinking fund redemption The Bonds maturing on October 1, 20[__] also are subject to mandatory sinking fund redemption, in part, by lot, on October 1, 20[__], and on each October 1 thereafter prior to the maturity date of such Bonds, upon payment of par and accrued interest, without redemption premium, in the annual amounts set forth below: Year of Redemption (October 1) Redemption Amount $ * * final maturity, not a sinking fund redemption On or before 45 days prior to each sinking fund installment date as set forth above, the Trustee shall select for redemption, by lot in such manner as the Trustee may determine, from the Outstanding Bonds, a principal amount of such Bonds equal to the applicable sinking fund installment. The amount of the applicable sinking fund installment for any particular date shall be reduced by the principal amount of any Bonds which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled and not theretofore applied as a credit against a sinking fund installment. Such reductions shall be applied in such year or years as may be determined by the Corporation. In the event that there are not sufficient moneys in the Bond Fund to pay the full amount due in accordance with the foregoing on any sinking fund installment date, the Trustee shall redeem as many Bonds as possible on such date in integral multiples of $1,000, and any redemption amount for which funds are not available to redeem Bonds shall be added to the redemption amount for the immediately succeeding sinking fund installment date. (c)Extraordinary Redemption. If a condemnation award or the proceeds of insurance from the partial or substantial destruction of the Development or title insurance proceeds shall have been transferred to the Bond Fund pursuant to Sections 6.02, 6.03 or 6.04 hereof in order to redeem Bonds pursuant to this Section and such award or proceeds together with moneys in the Bond Fund and the Debt Service Reserve Fund would be sufficient to redeem all the Bonds then Outstanding at a redemption price equal to par plus accrued interest to the redemption date, the Trustee shall within 30 days of such transfer redeem such Bonds in whole at said redemption price out of such proceeds or awards and out of moneys in such Funds. 693 21 If the foregoing award, proceeds or moneys are not sufficient to redeem all of the Bonds then Outstanding at the above redemption price, the Trustee shall within 30 days of such transfer redeem out of such transferred condemnation award and/or insurance proceeds a portion of the principal amount of the Bonds then Outstanding (as determined by the Trustee in accordance with Section 3.04 hereof) at a redemption price equal to par plus accrued interest to the redemption date. If the Trustee shall declare the principal of all the Outstanding Bonds, and the interest accrued thereon, to be due and payable immediately pursuant to Section 8.02 hereof because of the happening of an Event of Default hereunder, the Bonds shall be called for redemption from the proceeds of the sale of the Trust Estate and the funds held hereunder after payment of the costs and expenses as set forth in and apply the remainder of the moneys so received in accordance with the provisions of Section 8.04 hereof and subject to the rescission of such declaration as prescribed in Section 8.09 hereof. Any Bonds payable from any Project Revenues held by the Corporation shall not be deemed to be Outstanding for the purpose of redemption nor Outstanding for the purpose of consents hereunder or for any other purpose herein. Section 3.02 Notice of Redemption. Official notice of redemption shall be given by the Trustee not less than 30 nor more than 60 days prior to the date fixed for redemption with respect to redemptions pursuant to Section 3.01(a) or (b) hereunder and not less than 15 days prior to the date fixed for redemption with respect to redemptions pursuant to Section 3.01(c) hereunder by first-class mail, postage prepaid, or electronic means, to the Owner of each Bond to be redeemed, at the address of such Owner shown on the Bond Register; and a second notice of redemption shall be sent by certified mail, return receipt requested, or by electronic means, at such address to the Owner of any Bond who has not submitted his Bond to the Trustee for payment on or before the date 60 days following the date fixed for redemption of such Bond, in each case stating: (a) the complete official caption of the issue of which the Bonds being redeemed are a part; (b) the date of sending of the notice of redemption; (c) the date fixed for redemption; (d) the redemption price or prices; (e) the numbers of the Bonds to be redeemed, by giving the individual certificate number of each Bond to be redeemed (or stating that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption); (f) if CUSIP numbers of all Bonds being redeemed; (g) in the case of a partial redemption of Bonds, the principal amount of each Bond being redeemed; (h) the date of issue of the Bonds as originally issued; (i) the maturity date of each Bond being redeemed; (j) the place or places where amounts due upon such redemption will be payable; (k) a statement to the effect that the notice shall be void and of no effect in the event that the Trustee does not have sufficient money to pay the redemption price of the Bonds on the redemption date; and (1) the name, address, telephone number and contact person at the office of the Trustee with respect to such redemption. If any such notice is delivered prior to receipt by the Trustee of money sufficient to pay principal of, premium, if any, and interest due on the Bonds to be redeemed such notice shall provide that the notice redemption is subject to receipt by the Trustee of money sufficient to pay principal of, premium, if any, and interest due on the Bonds. The notice shall require that such Bonds be surrendered at the operations center of the Trustee for redemption at the redemption price and shall state that further interest on such Bonds will not accrue from and after the redemption date. 694 22 Failure to give notice by sending to the Owner of any Bond designated for redemption or any defect therein shall not affect the validity of the proceedings for the redemption of any such Bond or any other Bond. Any notice sent as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 3.03 Effect of Notice of Redemption. Notice of redemption having been given in the manner provided in this Article, and money for the redemption being held by the Trustee for that purpose, thereupon the Bonds so called for redemption shall become due and payable on the redemption date, and provided that the Corporation shall not have defaulted in the payment of principal, premium, if any, or interest due on such redemption date, from and after such date interest thereon shall cease to accrue and such Bonds called for redemption shall thereafter no longer have any security or benefit under this Indenture except to receive payment of the redemption price thereof. Section 3.04 Partial Redemption. If less than all the then Outstanding Bonds are to be redeemed other than pursuant to scheduled mandatory sinking fund redemptions hereof, the Bonds shall be redeemed to the extent practicable from each maturity, and the mandatory sinking fund schedules shall be adjusted in the proportion which the aggregate principal amount of Bonds of such maturity then Outstanding bears to the total principal amount of all Bonds then Outstanding. If less than all the Bonds Outstanding of any maturity shall be called for redemption, the Trustee shall select the Bonds or portions of Bonds to be redeemed by lot. In the case of any partial redemption pursuant to this Section in which the Trustee shall apply moneys in any Fund created hereby to said redemption, there shall be no obligation by any party hereto to restore to said Funds the moneys in said Funds which were applied to such redemption. After any partial redemption, it is understood that the moneys required to thereafter be deposited in any Fund created hereby shall be adjusted downward at the direction of the Corporation on the basis of the reduced debt service and Corporation budgetary requirements existing after such redemption. Furthermore, it is also understood that if, after any partial redemption, the moneys remaining in any Fund created hereby, when added to the amounts required to be deposited as aforesaid to such Fund for the remainder of the Fiscal Year in which such redemption occurs would exceed the amount which would be required to be maintained in such Fund during said Fiscal Year as a result of the reduced debt service and Corporation budgetary requirements existing after such redemption, the amount of such excess shall be credited pro rata against each monthly deposit required to be made to such Fund during the balance of said Fiscal Year. ARTICLE IV FUNDS; APPLICATION OF PROCEEDS OF BONDS; INVESTMENTS Section 4.01 Creation of Funds. The following funds are hereby established and the moneys deposited therein shall be held by the Trustee in trust for the purposes set forth in this Article: (a)The Costs of Issuance Fund, which shall be disbursed by the Trustee to pay Costs of Issuance as provided in Section 4.07 hereof; 695 23 (b)The Revenue Fund, into which shall be deposited all Project Revenues and which shall be disbursed as provided in Section 5.01 hereof; (c)The Bond Fund, including therein a Capitalized Interest Account, which shall be disbursed by the Trustee to pay the principal of and interest on the Bonds pursuant to Section 4.03 hereof; (d)The Debt Service Reserve Fund, which shall be disbursed by the Trustee as provided in Section 4.04 hereof; (e)The Repair and Replacement Fund, which shall be disbursed by the Trustee as provided in Section 4.05 hereof; (f)The Operating Fund, which shall be disbursed by the Trustee or the Corporation as provided in Section 4.06 hereof; (g)The Rebate Fund, which shall be disbursed by the Trustee to make any required rebate payments as provided in Section 4.08 hereof; (h)The Project Fund, which shall be disbursed by the Trustee to pay the costs of the Project as provided in Section 4.09; and (i)The Rent Stabilization Fund, which shall be disbursed by the Trustee as provided in Section 4.10 hereof; and (j)The Reconstruction Fund as set forth in Section 6.04. Section 4.02 Initial Deposits and Distributions. The proceeds received by the Corporation from the sale of the Bonds in the amount of $[_____], (being the $[____] par amount of the Bonds, plus original premium of $[____], less an Underwriter’s discount of $[____]) (the “Purchase Price”), shall be applied as follows: (a)$[____] shall be deposited into the Debt Service Reserve Fund; (b)$[____] shall be deposited into the Costs of Issuance Fund and applied to the payment of the costs of issuance of the Bonds; (c)$[______] shall be deposited into the Project Fund for the purpose of paying the Costs of the Development. (d)$[____] shall be deposited into the Capitalized Interest Account of the Bond Fund to pay capitalized interest on the Bonds. Section 4.03 Bond Fund The Trustee shall deposit in the Capitalized Interest Account of the Bond Fund from the proceeds of the Bonds the amount required by Section 4.02 hereof to pay capitalized interest on the Bonds. In addition, there shall be deposited in the Bond Fund, as and when received, (a) all moneys specified in Section 5.01 hereof to be transferred from the Revenue Fund to the Bond Fund; and (b) all other moneys received by the Trustee under and 696 24 pursuant to any of the provisions of this Indenture which are required to be deposited in the Bond Fund or which are accompanied by written directions that such moneys are to be deposited to the Bond Fund. The Corporation hereby covenants and agrees that so long as any of the Bonds issued hereunder are Outstanding, it will deposit, or cause to be paid to the Trustee for deposit in Bond Fund for its account, sufficient sums, but only from the amounts derived from the Project Revenues, promptly to pay when due the principal of and interest on the Bonds as the same become due and payable. Moneys in the Bond Fund shall be used solely for the payment of the principal of and interest on the Bonds. If no Bonds are outstanding, all amounts on deposit in the Bond Fund shall be transferred to the Revenue Fund. Section 4.04 Debt Service Reserve Fund. The Trustee shall deposit in the Debt Service Reserve Fund from the proceeds of the Bonds the amount required by Section 4.02 hereof. In addition, there shall be deposited in the Debt Service Reserve Fund, as and when received, (a) all moneys specified in Section 5.01 hereof to be transferred from the Revenue Fund to the Debt Service Reserve Fund; and (b) all other moneys received by the Trustee under and pursuant to any of the provisions of this Indenture which are required to be deposited in the Debt Service Reserve Fund or which are accompanied by written directions that such moneys are to be deposited to the Debt Service Reserve Fund. The Trustee shall use moneys in the Debt Service Reserve Fund solely to pay when due (whether by maturity, mandatory redemption or acceleration) the principal of, premium and interest on the Bonds for the payment of which there shall be insufficient money in Bond Fund. To the extent moneys on deposit in the Debt Service Reserve Fund are in excess of the Debt Service Reserve Requirement, such excess shall be deposited to the Bond Fund. Section 4.05 Repair and Replacement Fund. Upon the receipt of a certificate of occupancy, the Corporation shall fund the Repair and Replacement Fund in an amount equal to 1/12th of the product of $250 times the number of units at the Development each month, which amount is subject to escalation by 3% per year. There shall be deposited in the Repair and Replacement Fund, as and when received, (a) all moneys specified in Section 5.01 hereof to be transferred from the Revenue Fund to the Repair and Replacement Fund; and (b) all other moneys received by the Trustee under and pursuant to any of the provisions of this Indenture which are required to be deposited in the Repair and Replacement Fund or which are accompanied by written directions that such moneys are to be deposited to the Repair and Replacement Fund. The Repair and Replacement Fund shall be disbursed by the Trustee upon receipt by the Trustee of a written requisition from the Corporation setting forth the amount and the payee for the purpose of paying the cost of Repair and Replacements which may be required to keep the Development in sound condition, including but-not limited to replacement of equipment, replacement of any roof or other structural component, exterior painting and the replacement of heating, air conditioning, plumbing and electrical equipment or which the Trustee may disburse (but shall have no obligation to do so to pay such costs without such written request at any time and from time to time) when deemed necessary by the Trustee to protect the Trust Estate, the lien of this Indenture or the security of the Owners hereunder. Section 4.06 Operating Fund. There shall be deposited in the Operating Fund, as and when received, (a) all moneys specified in Section 5.01 hereof to be transferred from the Revenue Fund to the Operating Fund; and (b) all other moneys received by the Trustee under and pursuant to any of the provisions of this Indenture which are required to be deposited in the Operating Fund or which are accompanied by written directions that such moneys are to be deposited to the 697 25 Operating Fund. The Operating Fund shall be held by the Trustee, or by the Corporation as long as the Corporation is not in default hereunder and the Trustee does not have actual knowledge of the same pursuant to Section 9.01(b) of this Indenture, in a separate checking account which may be with the Trustee or otherwise and may be disbursed by the Corporation, including disbursements to the Corporation’s general operating account, for the purpose of paying Current Expenses (except taxes and assessments, or payments in lieu thereof, and insurance premiums which are payable from other funds hereunder) by such officials of the Corporation as may have been so authorized by the Board of Directors of the Corporation and as are covered by its fidelity bond, provided that, unless and until the Trustee shall have declared an Event of Default under this Indenture, the Trustee shall have no responsibility or liability to see to the application of any funds so deposited or disbursed from such account. The Operating Fund may also be utilized, upon direction of the Corporation, to replenish the Debt Service Reserve Fund to the Debt Service Reserve Fund Requirement and may be drawn prior to any draw from the Debt Service Reserve Fund. Section 4.07 Costs of Issuance Fund. The Trustee shall deposit in the Costs of Issuance Fund, from the proceeds of the Bonds and, if necessary, legally available moneys of the Corporation, the amount required by Section 4.02 hereof. The Corporation hereby directs the Trustee to apply the moneys on deposit in the Costs of Issuance Fund to pay the Costs of Issuance for the Bonds as specified in the Closing Memorandum prepared by the Underwriter for the Bonds. No amount in any other fund or account created by this Indenture shall be expended for Costs of Issuance. Any final balance in the Costs of Issuance Fund 120 days following the Closing Date shall be transferred to the Revenue Fund. The Trustee shall keep and maintain adequate records pertaining to the Costs of Issuance Fund and all payments therefrom, which shall be open to inspection by the Corporation or its duly authorized agents, upon reasonable notice, during normal business hours of the Trustee. After the Costs of Issuance Fund has been entirely depleted, the Trustee shall file a statement of income and disbursements with respect thereto with the Corporation. Section 4.08 Rebate Fund. To the extent necessary to comply with the provisions of the Tax Certificate, the Trustee shall transfer into the Rebate Fund investment income on moneys in any fund created hereunder (except defeasance escrows). In addition to the deposit of investment income as provided herein, there shall be deposited into the Rebate Fund moneys received from the Corporation for rebate payments pursuant to this Indenture; moneys transferred to the Rebate Fund from any other fund created hereunder pursuant to the provisions of this Section; and all other moneys received by the Trustee when accompanied by directions not inconsistent with this Indenture that such moneys are to be paid into an account of the Rebate Fund. The Corporation will cause (or direct the Trustee to cause) amounts on deposit in the Rebate Fund to be forwarded to the United States Treasury at the address and times provided in the Tax Certificate, and in the amounts calculated to ensure that the Corporation’s rebate obligations are met, in accordance with the Corporation’s tax covenants. Amounts on deposit in the Rebate Fund shall not be subject to the lien of this Indenture to the extent that such amounts are required to be paid to the United States Treasury. 698 26 If, at any time after the Trustee receives instructions by the Corporation to make any payments from the Rebate Fund, the Trustee determines that the moneys on deposit in an account of the Rebate Fund are insufficient for the purposes thereof, and if the Trustee does not receive additional monies from the Corporation or cannot transfer investment income so as to make the amount on deposit in the appropriate account in the Rebate Fund sufficient for its purpose, the Trustee may transfer moneys to an account in the Rebate Fund from the following funds in the following order of priority: the Operating Fund, the Repair and Replacement Fund, the Rent Stabilization Fund and the Debt Service Reserve Fund. Upon receipt by the Trustee of an opinion of Special Counsel to the effect that the amount in an account of the Rebate Fund is in excess of the amount required to be therein pursuant to the provisions of the Tax Certificate, such excess shall be transferred to the Debt Service Fund or the Project Fund. The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report. The Corporation may, at its own expense, retain an independent firm of professionals in such area to calculate such rebate amounts. Section 4.09 Project Fund. (a)A special fund is hereby created and established with the Trustee to be designated as the Project Fund. (b)Moneys on deposit in the Project Fund shall be disbursed by the Trustee, upon the written direction of the Corporation, to pay the Costs of the Development. (i)Each disbursement shall be made only upon requisition of the Corporation delivered to the Trustee from time to time as the work of constructing the Development progresses or is completed, describing the work or construction for which payment is being requested, the cost incurred in connection therewith and stating the following: (A)That payment for such work has not heretofore been received; (B)That there has not been filed with respect to the Development or any part thereof any lien which has not been discharged of record, except such as will be discharged by payment of the amount then requested; and (C)That no default exists under this Indenture; and (D)That after payment of the amount then requested the amount remaining in the Project Fund to be paid or disbursed as provided in this Section will be sufficient to pay and discharge all costs and expenses necessary to complete the required construction of the Development. (c)Prior to the completion of the Development, (i) all income earned from the investment of moneys in the Project Fund shall be retained in the Project Fund; provided, however, income from the Project Fund may be transferred to the Rebate Fund if required by Section 4.08 of the Indenture, and (ii) all such income shall be reinvested or used for purposes of the Project Fund until transferred, if applicable, as provided in subsections (d) and (e) of this Section. 699 27 (d)Any moneys remaining in the Project Fund upon completion of the Development, except for amounts set aside by the Trustee to pay remaining Costs of the Development as certified by the Corporation, shall be transferred to the Bond Fund and applied to the payment of the Bonds. (e)Any moneys held in the Project Fund shall be invested by the Trustee in accordance with Section 4.12 hereof. (f)In addition, available funds from the Loan Agreement shall be deposited into the Project Fund. Moneys from the Loan Agreement shall be spent prior to proceeds of the Bonds held in the Project Fund; provided, however that the Corporation shall spend the proceeds of the Bonds as required by the Tax Certificate. Section 4.10 Rent Stabilization Fund. In order to help offset or reduce any increases in rents, there is hereby created a separate fund of known as the “Rent Stabilization Fund.” The Rent Stabilization Fund is not required to be funded but may be at the discretion of the Board in the event that moneys become available for such purposes. Moneys on deposit in the Rent Stabilization Fund shall be used only to pay the principal of and interest on the Bonds. The Corporation may transfer moneys on deposit in the Rent Stabilization Fund to the Bond Fund at such times and in such amounts as determined by the President of the Corporation. The Corporation shall be required to transfer moneys on deposit in the Rent Stabilization Fund to the Bond Fund to the extent necessary to prevent a default in the payment of the principal of and interest due on the Bonds resulting from a deficiency of moneys on deposit in the Bond Fund. Any such required transfer of moneys from the Rent Stabilization Fund to the Bond Fund shall be made by the Corporation prior to any draws being made on the Debt Service Reserve Fund. The Corporation is not required to fund the Rent Stabilization Fund, or replenish the Rent Stabilization Fund, but once amounts are deposited thereto such amounts shall remain in such fund unless utilized as described herein. Section 4.11 Investment of Funds. Any money held as part of any fund created herein shall be invested or reinvested by the Trustee in Permitted Investments as directed in writing by the Corporation from time to time. Investments so purchased shall be held by the Trustee and shall be deemed at all times a part of such fund, to be credited or applied as provided in this Section. In the absence of such written direction, the Trustee is hereby directed to invest moneys in Permitted Investments. The Trustee is directed to sell and reduce to cash a sufficient amount of such investments whenever the cash balance in any fund shall be insufficient to cover a proper disbursement from said fund. Interest and income from investments in the funds established hereunder shall be applied by the Trustee as follows: (a) interest and income accruing to the Rebate Fund and the Capitalized Interest Account of the Bond Fund shall be retained therein and credited to such fund, and (b) interest and income accruing to any other fund or account shall be transferred on or about the 15th day of each month to the Revenue Fund. Any loss resulting from the investment of any money held by the Trustee hereunder shall be charged to the fund from which such investment was made and, if such loss occurs in any fund except the Revenue Fund, such loss 700 28 shall be made up from the Revenue Fund on the next monthly deposit date and in the order of priority set forth in Section 5.01 hereof. All investment directions of the Corporation made under this Indenture shall be made in a manner consistent with the provisions of this Section, including provisions relating to “arbitrage,” reasonably expected to produce the greatest investment yield. Money shall be invested to mature not later than the date on which the moneys so invested shall be required to pay principal of or interest on the Bonds or such other applicable date for which such money is held. The Trustee shall not be held liable for any losses resulting from investments or liquidations hereunder if made pursuant to the terms and provisions of this Indenture. The Trustee may conclusively rely upon the Corporation’s written directions as to both the suitability and legality of the directed investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries and may charge its ordinary and customary fees for such trades, including cash sweep account fees, and it is specifically provided herein that the Trustee may purchase or invest in shares of any investment company that (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial, or other services for compensation); and (ii) invests substantially all of its assets in short term high quality money market instruments, limited to obligations issued or guaranteed by the United States. The Trustee is specifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, which may be deducted from income earned on investments. The Corporation will not direct the Trustee to make any investment hereunder which would cause the Bonds to be considered “arbitrage bonds” within the meaning of Sections 103(b)(2) and 148 of the Code and the Regulations thereunder. The Corporation shall provide written instructions to the Trustee relative to all investments to be made pursuant to this Section. In the event the rating on a Permitted Investment falls below the required rating set forth in the definition of Permitted Investment and the Trustee is aware of such downgrade, then the Trustee shall notify the Corporation of the downgrade and the Corporation shall, within five (5) Business Days, direct the Trustee to reinvest such downgraded investment in other permitted Permitted Investments. ARTICLE V APPLICATION OF PROJECT REVENUES Section 5.01 Application of Revenues. All Project Revenues, except as otherwise expressly provided herein, shall be deposited by the Corporation in the Revenue Fund and, after payment of Trustee’s fees to the extent then due, shall be deposited with the Trustee and applied on or as of the fifteenth (15th) day of each month, commencing the first month subsequent to the Closing Date, as follows: FIRST, to the Rebate Fund, the amount necessary to remedy any deficiency in the Rebate Fund so that the balance therein is not less than the rebate amount, if any. 701 29 SECOND, after the issuance of a certificate of occupancy, to the Operating Fund, one- twelfth (1/12) of the amount budgeted for payment of Current Expenses for the then current Fiscal Year as provided in the Budget on file with the Trustee in accordance with Section 7.23 hereof. THIRD, to the Bond Fund, one-sixth (1/6) of the interest coming due on the Bonds or any Additional Bonds on the next succeeding Interest Payment Date plus one-twelfth (1/12) of the principal amount of the Bonds and any Additional Bonds coming due on the next succeeding principal payment date either by maturity or by mandatory redemption. FOURTH, to the Debt Service Reserve Fund, the amount necessary to remedy any deficiency in the Debt Service Reserve Fund on the Bonds or any Additional Bonds so that the balance therein is not less than the Debt Service Reserve Requirement. FIFTH, to the Repair and Replacement Fund, an amount needed to establish the Repair and Replacement Fund at an amount equal to 1/12TH of the product of $250 times the number of units at the Development, which amount shall increase by 3% per annum. SIXTH, to the payment of any Subordinate Bonds which may be senior to the Corporation’s obligation to the Town under the Loan Agreement and the Note. SEVENTH, to the Town for repayment of the Loan Agreement and Note. Money in the Revenue Fund shall be allotted and paid into the various funds in the order in which said funds are listed above (except that the Trustee shall have a prior claim for its fees but only from moneys deposited in funds other than the Bond Fund), and, if on any deposit date money in the Revenue Fund shall be insufficient to deposit the required amount in any of said funds, the deficiency shall be made up on the following deposit date after deposits into all other funds enjoying a prior claim shall have been made in full. If in any month the amount required to be deposited by the Trustee in any fund causes the amounts held in such fund to exceed the total amount required to be deposited therein and payable from said fund, then the amount to be deposited in such fund shall be reduced by the amount of such excess. If at the end of any Bond Year any of the Funds hereinbefore referred to contains an amount greater than the amount then required to be therein, any such excess shall be transferred to the Operating Fund at the direction of the Corporation. Section 5.02 Priorities. If the Project Revenues are insufficient to pay principal and interest on the Bonds, moneys in the Operating Fund shall first be used to pay such deficiencies. Next, moneys in the Debt Service Reserve Fund shall be used to pay such deficiencies. Next, moneys in the Repair and Replacement Fund shall be used for that purpose. Finally, any other moneys held pursuant to this Indenture (other than moneys in the Rebate Fund) shall be used to pay principal and interest on the Bonds. [DISCUSS] Section 5.03 Trust Funds. All Project Revenues received by the Trustee under the provisions of this Indenture shall be trust funds under the terms hereof and shall not be subject to 702 30 lien or attachment by any creditor of the Corporation, the Town or the Trustee. Such moneys shall be pledged and assigned by this Indenture, held in trust, constitute part of the Trust Estate, be subject to the lien hereof and applied in accordance with the provisions of this Indenture. Section 5.04 Final Disposition of Moneys. Upon payment of all the Bonds at maturity or by purchase or redemption and the satisfaction of the claims against the Corporation, including but not limited to payment of the fees, charges and expenses of the Trustee, all moneys remaining in any other fund created by this Indenture shall be distributed solely for the use and benefit of the Corporation or its lawful successor or the Corporation in the event of the failure of a successor. Section 5.05 Advances. If the Corporation shall fail to make all repairs, pay all liens, taxes, assessments and other charges and maintain all insurance required hereunder, the Corporation or the Trustee may, but shall not be obligated to, take such action as may be necessary to cure such failure, including advancement of money, and the Corporation shall be obligated to repay all such advances on demand. The source of repayment of such advances is limited to the Project Revenues. [ANDREW DEMING- DISCUSS WHAT FUND THESE WOULD BE PAID FROM AND IN WHAT PRIORTY - ] ARTICLE VI INSURANCE; DAMAGE, DESTRUCTION OR CONDEMNATION Section 6.01 Insurance. The Corporation shall cause the Development to be continuously insured against such risks as are customarily insured against with respect to housing projects of like size and type, paying, as the same become due, all premiums with respect thereto, including, but not necessarily limited to: (a)property and casualty insurance against loss or damage by fire and other hazards, in an amount sufficient to replace the Development in the event of a maximum possible loss, which coverage will apply solely to the Development, with a standard noncontributory mortgagee clause in favor of the Trustee. The policy shall provide that the interest of the Trustee in the policy shall not be invalidated by any action or neglect of the Corporation or its tenants or agents. The policy shall further provide for a waiver by the insurer of any policy provision which would render the mortgagee clause invalid by reason of the failure of the Corporation to notify the insurer of any hazardous use or vacancy in the Development and any policy requirements that the Corporation pay the premium thereon. The policy will also waive any co-insurance penalty. The policy or policies shall insure against loss from perils therein covered to all improvements in the Development, except as such may be separately insured. Such policy or policies shall contain extended coverage, vandalism and malicious mischief endorsements and a law or civil ordinance endorsement. If reasonably available, the policy or policies shall contain a stipulated amount clause, or determinable cash adjustment clause, or similar clause to permit a cash settlement covering specified value in the event of destruction and a decision not to rebuild in an amount sufficient to repay the Outstanding Bonds. The policy or policies shall also cover personal property owned by the Corporation and shall further contain a waiver or subrogation rights by the carrier as to negligent owners; 703 31 (b)boiler explosion insurance on all boilers, pressure vessels and pressure piping in the Development which would cause disruption in revenue if rendered non-operational in an amount not less than the repair or replacement cost with coverage for bodily injury and a consequential and direct damage endorsement to the extent those risks shall not be covered by the insurance described in subsection (a) above, and with a business interruption endorsement to the extent that the risk is not covered by the insurance described in subsection (c) below; (c)business interruption or use and occupancy insurance on the Development in an amount sufficient to enable the Corporation to deposit in the Revenue Fund out of the proceeds of such insurance, an amount equal to the sum that would normally have been available for deposit in such fund from Project Revenues during the time, up to not less than one year, that the Corporation shall experience a substantial loss in such income as a result of loss of use caused by the risks covered by insurance required under subsections (a),(b) and (d) hereof; (d)comprehensive general liability and property damage insurance against claims for bodily injury, including death as a result thereof, and property damage, with limits of not less than $1,000,000 per occurrence, to protect the Corporation from such claims which may arise from the Development; (e)worker’s compensation insurance affording the statutory benefits under laws of the State; and (f)directors and officers insurance in amounts customary for entities engaged in the type of business of the Corporation. In the event that any of the insurance coverage required by this Section shall, in the opinion of the Corporation, become unavailable at a reasonable cost, the Corporation shall employ an insurance consultant experienced in insuring or consulting with respect to insurance for multifamily housing projects similar to the Development to recommend alternative arrangements with substantially similar coverage or with such other coverage as is acceptable to the Corporation will either implement such recommendations or maintain the insurance coverage required by this Section. The policies of insurance required in Sections 6.01(a), (b), and (c), if provided by the Corporation, shall name the Corporation and the Trustee as the insureds as their interests may appear and shall contain standard mortgagee loss-payable clauses in favor of the Trustee. In the event of any loss covered by such policies, the Corporation shall give immediate notice to the Trustee who may make proof of loss if not promptly made by the Corporation, and the Trustee is hereby authorized to demand, collect and receipt for any and all insurance proceeds payable under such policies, and all claims regardless of amount may be adjusted by the Trustee (but Trustee shall not be obligated to adjust such claims) subject to the approval of an Authorized Officer of the Corporation. The policies of insurance required in Sections 6.01(d) and (e) shall name the Corporation as insured and shall name the Trustee as an additional insured and loss payee. The Corporation, shall pay, or cause to be paid, the insurance premiums as they come due, but all policies or duplicate originals thereof shall remain in the possession of the Corporation with a copy of such policy or a certificate of insurance to the Trustee, provided, however, the 704 32 Corporation shall provide copies of any policies to the Trustee at the request of the Trustee. Each policy provided for herein shall, to the extent obtainable, contain an agreement by the insurer that such policy may not be modified or cancelled without at least 30 days’ prior written notice to the Trustee and the Corporation. The Corporation covenants that it will not do or suffer to be done any act upon the Development which will invalidate or be in violation of the insurance policies covering the same. Such insurance policies shall be maintained in good and reasonable insurance companies satisfactory to the Trustee. The Corporation will deposit with the Trustee duplicate originals of the policies evidencing such insurance. Before the expiration of any policy of insurance herein required, the Corporation shall furnish the Trustee evidence satisfactory to the Trustee that the policy has been renewed or replaced by another policy conforming to the provisions of this Section and Section 6.02 hereof or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Corporation may maintain blanket policies having the coverage required herein. In case the Corporation shall at any time refuse, neglect or fail to obtain and furnish such insurance policies, or to effect insurance as aforesaid, the Trustee may procure such insurance from funds held under this Indenture for such purpose. Section 6.02 Damage or Destruction. The Corporation shall immediately notify the Trustee and the Town of the happening of any loss or damage to the Development from any cause whatsoever and shall within 60 days after such event deliver to the Trustee a complete description of the extent of the loss, damage or destruction accompanied by a certificate of an architect setting forth an estimate of the cost of restoring the Development to the condition required by this Section. Insurance claims by reason of damage to or destruction of any portion of the Development shall be adjusted by the Corporation. The Corporation shall make due proof of loss containing a power of attorney in favor of the Trustee to endorse all drafts drawn for the payment thereof to the order of the Trustee, and to sign receipts therefor, and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the Trustee. If the Corporation is entitled to the insurance proceeds, the Net Proceeds shall be paid to the Trustee or, if received by any recipient other than the Trustee, shall be deemed a part of the Trust Estate subject to this Indenture in the hands of such recipient and shall be immediately paid and delivered by such recipient to the Trustee and deposited by the Trustee in the Reconstruction Fund and applied as provided in Section 6.04 hereof. In the event of any damage to or destruction of the Development or any part thereof, the Corporation shall promptly commence and complete, or cause to be commenced and completed (subject to unavoidable delays occasioned by strikes, lockouts, acts of God, inability to obtain labor or materials, governmental restrictions and similar causes beyond the reasonable control of the Corporation), the restoration, replacement or rebuilding of the Development, in conformity with the requirements of Section 7.24 hereof, so that after the completion of such restoration, replacement or rebuilding the Development shall have been restored as nearly as possible to the value, condition and efficiency as existed immediately prior to such damage or destruction; provided, however, in the event of any reconstruction of the Development after substantially total destruction thereof, a new building may be constructed by the Corporation in accordance with drawings and specifications which shall be satisfactory to the Trustee for the purposes originally intended, and such new building may be wholly different in design or construction but shall contain no fewer units than existed immediately prior to such loss or damage. 705 33 Section 6.03 Condemnation. The Corporation hereby irrevocably assigns to the Trustee any award or payment to which the Corporation becomes entitled at any time by reason of any taking of all or any part of the Development in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy thereof, by any governmental authority, civil or military, and the Corporation shall immediately notify the Trustee and the Town of the institution of any proceedings, or the receipt of any inquiry or notice with respect to any of the foregoing. If the Corporation is entitled to the condemnation proceeds, the Net Proceeds payable in connection with such taking shall be paid to the Trustee or, if received by any recipient other than the Trustee, shall be deemed a part of the Trust Estate subject to this Indenture in the hands of such recipient and shall be immediately paid and delivered by such recipient to the Trustee and deposited by the Trustee in the Reconstruction Fund and applied as provided in Section 6.04 hereof. The Corporation shall promptly thereafter commence and complete the restoration, repair, rebuilding or replacement of the Development, except to the extent made impossible by such taking or requisition, in conformity with the requirements of Section 7.24 hereof, so that after the completion of such repair the Development shall be, as nearly as reasonably possible, in a condition as good as the condition thereof immediately prior to such taking or requisition. All amounts payable pursuant to any agreement with the condemning authority which has been made in settlement of or under threat of any condemnation or other eminent domain proceeding affecting the Development shall be deemed to be an award made in such proceeding. Section 6.04 Application of Moneys in the Reconstruction Fund. In the event any Net Proceeds are received by the Trustee, such Net Proceeds shall be deposited in the Reconstruction Fund and held and disbursed by the Trustee as follows: (a)The Trustee shall immediately notify the Corporation of such deposits. (b)In the event the total amount received by the Trustee for deposit into the Reconstruction Fund by reason of the happening of a substantial loss or taking shall exceed the amount necessary to pay and redeem all Bonds then Outstanding at par with interest to the date of such redemption in accordance with Section 3.01(c) hereof, the Trustee shall so notify the Corporation within 10 days after receipt by the Trustee of the last payment of such amounts and the Corporation may, at its election delivered to the Trustee in writing within 30 days after receipt of such notice, direct the Trustee to transfer such funds from the Reconstruction Fund to the Bond Fund and apply such funds to the redemption of all Bonds then Outstanding at 100% of the principal amount thereof plus accrued interest to the date of redemption, but without premium; provided, however, that the Trustee shall immediately transfer such amounts to the Bond Fund if such amounts, although sufficient to redeem all Bonds Outstanding at par with interest to the date of such redemption in accordance with Section 3.01(c) hereof within 10 days of receipt of such moneys, would not be sufficient to pay and redeem all Bonds then Outstanding at par with interest to the date of such redemption in accordance with Section 3.01(c) hereof after 40 days of receipt of such moneys. (c)In the event the total amount received by the Trustee for deposit into the Reconstruction Fund shall not exceed the amount necessary to redeem the then Outstanding Bonds in full as above provided, or the Corporation (if permitted to do so) shall not direct that such funds 706 34 be used to redeem the Bonds, then the Corporation shall be obligated to repair, rebuild, replace or restore the Development as nearly as possible to its value, condition and efficiency immediately prior to the damage, destruction or taking as provided in Section 6.02 or 6.03 hereof and in accordance with Section 7.24 hereof and such Net Proceeds shall be disbursed by the Trustee to the Corporation to pay or reimburse the Corporation for the payment of the costs of the repair, rebuilding, replacement or restoration of the Development, but only upon compliance with Section 7.24 hereof and the following: (i)Each disbursement shall be made only upon certificates of the Corporation delivered to the Trustee from time to time as the work of restoring, rebuilding, replacing and repairing the Development as required by Section 6.02 or 6.03 hereof progresses or is completed, describing the work or repair, restoration or rebuilding for which payment is being requested, the cost incurred in connection therewith and stating the following: (A)That payment for such work has not heretofore been received; (B)That there has not been filed with respect to the Development or any part thereof any lien which has not been discharged of record, except such as will be discharged by payment of the amount then requested; (C)That no default exists under this Indenture; and (D)That after payment of the amount then requested the amount remaining in the Reconstruction Fund to be paid or disbursed as provided in this Section will be sufficient to pay and discharge all costs and expenses necessary to complete the required replacement, repair, restoration or rebuilding. (ii)Unless the work does not affect the building structurally and is approved and certified by the Corporation to cost less than $50,000, prior to the commencement of any repair, replacement, restoration or rebuilding, the Corporation shall provide theTrustee with an opinion from an architect that the portion of the Development when repaired, restored or rebuilt as contemplated will comply with all applicable zoning and building laws and other legal requirements for use and occupancy as a qualified housing project as contemplated by this Indenture. (iii)With respect to any occurrence in which the total cost of replacement, repair, restoration or rebuilding exceeds $50,000, each such certificate shall be accompanied by a certificate of an architect reasonably satisfactory to the Trustee stating that the work for which payment is being requested has been satisfactorily completed in accordance with plans and specifications prepared or reviewed by such architect; stating the amount of all reasonable costs and expenses necessary to complete the required replacement, repair, restoration or rebuilding; and such other showings (including contractor’s sworn statements, affidavits, lien waivers and title policy date-down endorsements) as are customarily required by prudent lenders for disbursements under supervised construction financing. (iv)No payment of any Net Proceeds shall be made to the Corporation pursuant to this Section: (A) if any default shall have happened and be continuing under this 707 35 Indenture, unless and until such default shall have been cured or removed; (B) if the amount remaining on deposit in the Reconstruction Fund is insufficient to pay and discharge all costs and expenses necessary to complete the required replacement, repair, restoration or rebuilding unless and until the Trustee shall have received from the Corporation (or other person) for deposit into the Reconstruction Fund such additional amount as shall be required for the amount on deposit to be sufficient in the opinion of the architect, provided that, when deemed necessary and appropriate in the judgment of the Corporation to do so, the Trustee at the request of the Corporation, shall transfer from the Repair and ReplacementFund to the Reconstruction Fund, the required additional amount to pay the costs of reconstruction; and (C) in the event of any substantial loss or taking, unless and until the Trustee shall have received assurance that during the construction period all payments of principal and interest on the Bonds will be covered by payments due under the rent insurance or otherwise be secured in a manner acceptable to the Trustee. (v)The application for final payment shall also be accompanied by an as-built survey showing all improvements to be properly located upon the Development Site if any structural elements of the Development have been materially affected and shall be accompanied by an opinion of counsel to the effect that the Development Site and all buildings, improvements, fixtures and equipment located thereon, upon completion of such restoration, repair, rebuilding or replacement, are subject to the lien of this Indenture as a first and paramount lien thereon, subject only to the Permitted Encumbrances, as defined herein. (vi)Any excess moneys remaining in the Reconstruction Fund after completion of the restoration, repair, rebuilding or replacement of the Development and payment of the costs thereof as above provided shall be deposited in the Bond Fund and used to pay or redeem Bonds as they become due in accordance with this Indenture, unless such excess is due to a transfer of funds from the Repair and Replacement Fund or is less than $5,000, in which event such excess shall be deposited in the Repair and Replacement Fund. (d)In case the Corporation shall not commence in good faith to repair, rebuild, restore or replace the Development so damaged or destroyed or remaining after any taking within 60 days after such loss or damage or taking or if the Corporation having commenced such repair, replacement, rebuilding or restoration shall abandon or fail diligently to prosecute the same and shall neglect, fail or refuse to proceed forthwith in good faith with the repair, rebuilding, restoration or replacement of the Development and such negligence, failure or refusal shall continue for 30 days after notice thereof is given by the Trustee, provided the Trustee shall have no duty to determine the status of such repair, rebuilding, restoration or replacement or if the amount on deposit in the Reconstruction Fund shall not be sufficient to complete the required restoration, repair, replacement or rebuilding, the Trustee shall apply moneys held in the Reconstruction Fund as follows: (i)If the moneys in said fund plus moneys on deposit in the Repair and Replacement Fund, and the Debt Service Reserve Fund shall then be sufficient to redeem all of the Bonds then Outstanding, the Trustee shall transfer all of such funds to the Bond Fund and apply the same to the redemption of the Bonds in the manner provided in Section 3.01(c) hereof; or (ii)If the moneys then in the Reconstruction Fund, the Repair and Replacement Fund, and the Debt Service Reserve Fund shall not be sufficient to so redeem all of 708 36 the Bonds then Outstanding, the Trustee shall, (A) unless directed by the Owners of not less than a majority in principal amount of the Bonds then Outstanding to do otherwise, declare a default under this Indenture and apply the Net Proceeds to the payment of the Bonds Outstanding in the manner provided in Section 8.04(b) hereof and, subject to the provisions of this Indenture with respect thereto, proceed to realize upon its lien and security under this Indenture and with respect to the remainder of the Development, or (B), upon the direction of the Owners of not less than a majority in principal amount of the Bonds then Outstanding, make or complete such repairs, rebuilding, replacement or restoration using the moneys on deposit in the Reconstruction Fund first and thereafter moneys on deposit in the Repair and Replacement Fund to the extent necessary and may enter upon the Development to any extent necessary for the accomplishment of such purposes without waiving any default by the Corporation on account of the Corporation’s failure to repair, rebuild, replace or restore the Development as herein required. ARTICLE VII COVENANTS Section 7.01 Payment of Principal and Interest. The Corporation will promptly pay, but solely from the Trust Estate hereof, the principal of, including any applicable redemption premiums, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in the Bonds, according to the true intent and meaning thereof. Section 7.02 Performance of Covenants; Authority to Issue Bonds. The Corporation will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings pertaining thereto. Neither the execution and delivery of this Indenture, nor the offering, sale and issuance of any of the Bonds, nor the consummation of the transactions herein contemplated, nor the fulfillment of or compliance with the terms and provisions hereof conflicts with, or results in a breach of, or constitutes a default under or requires any authorization, consent, approval, exemption or other action by, or any notice to, any person (other than those already obtained, taken or made and which continue in full force and effect) pursuant to the terms, conditions or provisions of any applicable law, rule, regulation, corporate charter, bylaw, agreement, instrument, judgment or order by which the Corporation is bound or to which the Corporation is subject. The Bonds in the hands of the Owners are and will be valid and enforceable obligations of the Corporation according to the import thereof. Section 7.03 No Consents. Neither the nature of the Corporation, nor any relationship between the Corporation and any other person nor any circumstance in connection with the offering, sale, issuance or delivery of any of the Bonds is such as to require on the part of the Corporation any consent, approval, permit, exemption, action, order or authorization of, or filing, registration or qualification with, or with respect to, any court, regulatory agency or other governmental body in connection with the execution and delivery of this Indenture or the offering, sale, issuance or delivery of any of the Bonds (other than those already obtained, taken or made and which continue in full force and effect). 709 37 Section 7.04 Absence of Litigation. Except for those matters relating to the transactions contemplated by this Indenture that have heretofore been disclosed by the Corporation in writing to the Underwriter, there is no action, suit, inquiry, investigation or proceeding pending or overtly threatened against or affecting the Corporation at law or in equity or before or by any court or governmental body (nor, to the best knowledge and belief of the Corporation, is there any basis therefor) which might result in any material adverse change in the prospects or operations, or in the condition (financial or otherwise) of the Corporation, or which might materially and adversely affect the transactions contemplated by this Indenture, or which might impair the ability of the Corporation to comply with its obligations hereunder. Section 7.05 No Event of Default. No event has occurred and no condition exists which, upon the issuance of any of the Bonds, would constitute an Event of Default or which would become such an Event of Default with the passage of time or with the giving of notice or both. The Corporation is not in default in any respect under any charter instrument or bylaw or to the best knowledge of the Corporation, any agreement or other instrument to which it is a party or by which it is bound, or any judgment, order, rule or regulation of any court or other governmental body applicable to it, to the extent in any such case that the default in question would materially and adversely affect the transactions contemplated by this Indenture or would impair the ability of the Corporation to comply with its obligations hereunder. Section 7.06 Licenses, Permits and Approvals. All licenses, permits or other approvals required in connection with the operation of the Development have been duly obtained and are in full force and effect except for any such licenses, permits or other approvals the failure to obtain which will not materially and adversely affect the operation of the Development. Section 7.07 Zoning, Planning and Similar Regulations. To the best of the knowledge and judgment of the Corporation, the operation of the Development does not conflict with any zoning, planning or similar regulations applicable thereto and complies in all material respects with all applicable statutes, regulations, orders and restrictions. Section 7.08 Good Title. The Corporation covenants that it has good fee simple title to the Trust Estate, subject only to Permitted Encumbrances. The Corporation also covenants that any time it receives notices or becomes aware of any eminent domain proceeding pending or threatened with respect to the Development it shall immediately notify the Trustee and the Town. Section 7.09 Rate Covenant. As of the date of the delivery of this Indenture, the Corporation does not have any plans and is not a party to any arrangement which, if consummated, would result in the Development not being used to provide safe, sanitary and decent housing, nor has the Developmentever been used for any purpose other than to provide safe, sanitary and decent housing. The Corporation covenants and agrees to operate the Development as a revenue producing facility on a nondiscriminatory basis and, in each Fiscal Year, to charge rents at the Development which are sufficient to produce Project Revenues, after the payment of Current Expenses, in each Fiscal Year which are equal to at least 115% of the principal and interest due on the Bonds in each Fiscal Year through [December 31, 2029,] and equal to at least 120% thereafter, during such Fiscal Year. In calculating Project Revenues for such purpose, amounts on deposit in Rent Stabilization 710 38 Fund, if any, may, at the written request of the Corporation, be deemed to be Project Revenues. The Corporation further covenants and agrees that it will, to the extent permitted by law, from time to time as often as may be necessary, increase the rents and charges at the Development, or decrease or adjust expenses or other costs of the Development, in such manner as may be necessary or proper to comply with the provisions of this Section. If in any Fiscal Year the Project Revenues, after the payment of Current Expenses, are less than 115% or 120% as applicable of the principal and interest due on the Bonds during such Fiscal Year, the Corporation, not later than 120 days after the end of such Fiscal Year, shall notify the Trustee of such deficiency and the Corporation shall, within 30 days of the notice to the Trustee, engage a Consultant to make recommendations to increase the Project Revenues or decrease the Current Expenses for the Development in the following Fiscal Year to the level required or, if in an opinion of the Consultant the attainment of such level is impracticable, to the highest level attainable in the following Fiscal Year. Any Consultant so retained shall be required to submit such recommendations within 90 days after being so retained. The Corporation agrees that it will, to the extent permitted by law, follow the recommendations of the Consultant. So long as a Consultant shall be retained and the Corporation shall follow such Consultant’s recommendations to the extent permitted by law, this Section shall be deemed to have been complied with even if the Project Revenues, less the Current Expenses, for such Fiscal Year and for the following Fiscal Year are below the required level so long as the Project Revenues, less the Current Expenses, is not less than present principal and interest due on the Bonds. Section 7.10 Maintenance of Development. The Corporation will maintain each dwelling unit constituting a part of the Development in decent, safe and sanitary condition. Section 7.11 No Encumbrances. The Corporation shall keep the Trust Estate and the Development Site and all parts thereof free from judgments, liens, and free from all other claims, demands and encumbrances, other than Permitted Encumbrances, to the end that the priority of the lien of this Indenture may at all times be maintained and preserved and free from any claim or liability which might embarrass or hamper the Corporation in operating the Development and the Trustee at its option and election (after first giving the Corporation 10 days’ written notice to comply therewith and failure of the Corporation to comply within said 10-day period) may, but shall not be obligated to, defend against any and all actions or proceedings in which the validity of this Indenture or its priority is or might be questioned or pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against such actions or proceedings or in paying or compromising such claims or demands, the Trustee shall not in any event be deemed to have waived or released the Corporation from liability for or on account of any of its covenants and warranties contained herein or from its liabilities hereunder to defend the validity and priority of this Indenture and the lien hereof and to perform such covenants and warranties. Section 7.12 Taxes, Assessments and Other Governmental Charges. The Corporation will pay all taxes and assessments, general or special, if any, or payments in lieu thereof, if any, concerning or in any way relating to the Development, or any part thereof. If the Corporation shall at any time fail to pay or cause to be paid promptly any tax, assessment or other charge upon the Development the Trustee shall, without obligation to inquire into the validity thereof, pay such tax, assessment, fee or other charge for which it has received an assessment 711 39 notice from funds held under this Indenture for such purpose (or may, but is not obligated to, pay such amounts with its own funds), but without prejudice to the rights of the Trustee arising hereunder in the consequences of such default, and the amount of every payment so made at any time by the Trustee with its own funds, if any, with interest thereon at the then prevailing prime rate of the Trustee from the date of payment, shall constitute an additional indebtedness of the Corporation secured by the lien of this Indenture, prior or paramount to the lien hereunder of the Bonds. Upon notice to the Trustee, the Corporation may at its own expense in good faith contest any such taxes or payments in lieu of taxes, and in the event of such contest may permit the items so contested to remain unpaid during the period of contest and any appeal therefrom, unless the Trustee shall notify the Corporation that, in the opinion of Counsel, by nonpayment of any such items, the lien of this Indenture as to any part of the Development will be materially endangered, or the Development or any part thereof will be subject to loss or forfeiture, in which event such taxes, assessments or payments in lieu thereof shall be promptly paid. Section 7.13 Access and Utilities. The Corporation hereby covenants that the Development has adequate rights of access to public ways, is served by adequate utilities and the Corporation agrees to pay or cause to be paid all utility charges relating to the Development attributable to them. Section 7.14 Advances. If the Corporation shall fail to make all repairs, pay all liens, taxes, assessments and other charges and maintain or cause to be maintained all insurance required in this Indenture, the Trustee or the Town may, but shall not be obligated to, take such action as may be necessary to cure such failure, including advancement of money and the Corporation shall be obligated to repay all such advances on demand and shall become additional indebtedness secured by this Indenture, with interest at a rate of interest equal to the prime rate in effect at the Trustee or at such higher annual rate as the Corporation may consent to in writing, from the date of such advance. The repayment of these funds is limited to Project Revenues. Section 7.15 Security Deposits. The Corporation shall retain in a separate escrow the security deposits of tenants. Said deposits shall be held by the Corporation, in the manner required by law, only for the purposes stated in the tenant leases and such deposits shall not be security for the payments under this Indenture nor in any way constitute part of the Trust Estate. Section 7.16 Instruments of Further Assurance. The Corporation will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto, and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular its interest in the Trust Estate to the payment of the principal of, premium, if any, and interest on the Bonds. Any and all interest in property hereafter acquired which is of any kind or nature herein provided to be and become subject to the lien hereof shall, and without any further conveyance, assignment or act on the part of the Corporation or the Trustee, become and be subject to the lien of this Indenture as fully and completely as though specifically described herein, but nothing in this sentence contained shall be deemed to modify or change the obligations of the Corporation under this Section. The Corporation will not, except as 712 40 herein otherwise expressly provided, sell, convey, mortgage, encumber or otherwise dispose of any part of its interest in the Trust Estate or the Project Revenues therefrom. Section 7.17 Inspection of Development Books. All books and documents in the possession of the Corporation relating to the Development will at all times be open to inspection by the Town, the Trustee and their respective accountants or other agents as the Trustee may from time to time reasonably designate. Section 7.18 Recording and Filing. The security interest of the Trustee created by this Indenture shall be perfected by the recording of this Indenture in the real estate records of the Eagle County Clerk and Recorder and by the filing of financing and continuation statements required to be filed pursuant to the state Uniform Commercial Code in order to perfect the security interest created herein. The Corporation shall cause the Trustee to cause such financing statements and continuation statements to be filed from time to time as in the opinion of counsel are necessary to preserve the lien of this Indenture. Section 7.19 Trustee’s Books and Records. The Trustee will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Development Revenues accruing to the Trustee hereunder, and such books shall be available for inspection by the Corporation, the Town, and any Owner at reasonable hours and under reasonable conditions, and the Trustee shall send the Corporation quarterly statements showing all funds held under this Indenture and the manner in which the same are invested. The Trustee shall at all times have access to the books and records of the Corporation. The records of the Trustee pertaining to the Bonds shall be available to and open for inspection by any Owner at all reasonable times, and the Corporation will promptly furnish to the Trustee such additional information as is deemed necessary by the Trustee to carry out the provisions of this Indenture. Section 7.20 Disposition of Trust Estate. Except as herein otherwise expressly provided, the Corporation will not sell, transfer, assign, pledge or otherwise dispose of or encumber (except for Permitted Encumbrances) all or any part of the Trust Estate or the Development Site, or assign, pledge, transfer or hypothecate any Project Revenues. Section 7.21 Collection of Project Revenues; Payment of Project Revenues to Trustee. The Development shall be managed and all Project Revenues shall be collected and paid to the Trustee, as follows: (a)The Development shall at all times be managed, or caused to be managed, by the Corporation in compliance with the provisions of this Indenture; and (b)The Corporation will promptly collect all Project Revenues when and as the same become due and payable (except Project Revenues payable directly to the Trustee) and forward such Project Revenues to the Trustee for deposit to the Revenue Fund (except security deposits under leases of units) within five (5) Business Days of the Corporation’s receipt of such Project Revenues. Prior to the Corporation depositing such moneys with the Trustee, such moneys 713 41 shall be held in an account with a financial institution fully insured by the Federal Deposit Insurance Corporation. Section 7.22 Annual Budgets and Reports. The Corporation shall, at least 30 days prior to the end of each Fiscal Year, adopt a Budget of Project Revenues and Current Expenses for the succeeding Fiscal Year and file copies of such Budget with the Trustee, the Town and any Owner of the Bonds requesting the same. Expenditures for Current Expenses for any Fiscal Year shall not exceed the amount budgeted therefor unless the Board of Directors of the Corporation shall have adopted a resolution declaring that additional expenditures for Current Expenses are necessary to operate or maintain the Development. Whenever such resolution shall be adopted declaring the additional expenditures to be necessary, the Corporation shall file an amendment to the current Budget with the Trustee, the Town and any Owner requesting the same. The Corporation will prepare or cause to be prepared, at its expense, annual audited financial statements of the Corporation. The Corporation agrees to provide its audited financial statements to the Trustee, the Town, and any Owner of the Bonds requesting the same. Section 7.23 Additions, Modifications and Improvements. If an Event of Default under this Indenture shall not have occurred and be continuing, the Corporation from the Repair and ReplacementFund if permitted by this Indenture, or other moneys available for such purposes, may make additions to and alterations, replacements or substitutions for any buildings, improvements, fixtures and equipment comprising the Development, provided that such additions, alterations, substitutions or replacements are such that are normally and routinely made over the life of buildings such as the Developmentand subject to funding out of the Repair and Replacement Fund established under this Indenture or are required to be made to comply with the requirements of this Indenture. With respect to all such additions, alterations, substitutions or replacements, the following conditions shall be satisfied: (a)Unless the work is a normal replacement (not affecting the building structurally) approved and certified by the Corporation to cost less than $50,000, the Corporation shall deliver to the Trustee no less than 30 days prior to commencement of any work under this Section complete plans and specifications prepared by an architect satisfactory to the Trustee covering the entire work proposed, together with a certificate from such architect to the Trustee setting forth the estimated cost of completion of the proposed work and such architect’s opinion that in his professional judgment (i) such work is a replacement or is otherwise required to be performed as hereinabove set forth, (ii) the then rental and market value of the Development shall not be lessened by such additions, alterations, replacements or substitutions and (iii) the continued operation and use of the Development and the additions, alterations, replacements or substitutions will comply with all zoning and building laws and ordinances applicable thereto; (b)Such additions, alterations, substitutions and replacements shall be expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements applicable thereto, including to the extent necessary to maintain in full force and effect the policies of insurance required by this Indenture; 714 42 (c)The contractor employed to do the work to furnish to the Trustee performance and payment bonds, or other security, satisfactory to the Trustee, in an amount equal to the estimated cost of completing the work as shown by the architect’s certificate; (d)The Corporation shall promptly pay all costs and expenses of each such addition, alteration, substitution and replacement, discharge all liens filed against the Development arising out of the same and procure and pay for all permits and licenses required in connection therewith, provided that, to the extent the work is to be paid from funds other than from funds held by the Trustee in the Repair and Replacement Fund or the Reconstruction Fund, the Corporation shall deliver to the Trustee no less than 30 days prior to the commencement of any work such security as the Trustee shall deem appropriate to assure the availability of sufficient funds to complete such work free from any liens or encumbrances upon the Development or the Project Revenues; and (e)The proposed work shall not interfere unnecessarily with the leasing of units or the collection of Project Revenues or result in the reduction of the number of units. Section 7.24 Maintenance of Corporate Existence. The Corporation will maintain its existence as a nonprofit corporation in accordance with the provisions of the Act, will not do or suffer to be done anything whereby its existence as a nonprofit corporation organized in accordance with the provisions of the Act or its right to hold the pledged property might in any way be questioned, and will faithfully observe and comply with the terms of all applicable laws and ordinances of the State and any political subdivision or municipality thereof, including, without limitation, the Act. Section 7.25 Amendments to Management Agreement and Other Agreements. The Corporation will not alter, modify or cancel, or agree to alter, modify or cancel, any agreement heretofore or hereafter entered into by the Corporation if such alteration, modification, or cancellation would have a materially adverse effect on the security for the Bonds, including the Management Agreement. The Corporation may alter or modify or agree to alter or modify any of said agreements for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisions contained therein or otherwise as the Corporation may deem necessary or desirable and not inconsistent with this Indenture. Section 7.26 Tax Covenants. (a)The Corporation covenants with the Owners of the Bonds that, notwithstanding any other provisions hereof or of any other instrument, it will neither make nor cause to be made any investment or other use of proceeds of the Bonds which would cause the Bonds to be “arbitrage bonds” under Section 148 of the Code and the Regulations thereunder or otherwise cause the interest on the Bonds to become subject to federal income tax under the Code. This covenant shall extend throughout the term of the Bonds, to all funds created hereunder and all moneys on deposit to the credit of any such fund. (b)The Corporation will timely file or cause to be filed Internal Revenue Service Form 8038, which shall contain the information required pursuant to Section 149(e) of the Code. 715 43 Section 7.27 Annual Audit. So long as any of the Bonds remain Outstanding, the Corporation covenants and agrees to cause an audit of the operation of the Development to be prepared by a firm of certified public accountants using generally accepted auditing standards within 210 days of the conclusion of each Fiscal Year. Section 7.28 Environmental Covenants. The Corporation covenants, warrants and represents to the Trustee, its successors and assigns, (a) that to the best of the Corporation’s knowledge and except as disclosed to the Trustee in writing, no dangerous, toxic or hazardous pollutants, chemical wastes or substances as defined in the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), or the Federal Resource Conservation and Recovery Act of 1976 (“RCRA”), or the Colorado Hazardous Waste Act, § 25- 15-101, et seq., (the “Colorado Hazardous Waste Act”), or any other federal, state or local environmental laws, statutes, regulations, requirements and ordinances (“Hazardous Substance”) are present on the Development; (b) that, to the best of the Corporation’s knowledge, no part of the Development is listed in the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or in any list of hazardous waste priorities in the State of Colorado; (c) that the Corporation shall not store, locate, generate, treat or discharge any Hazardous Substance in, on or from the Development except in compliance with CERCLA, RCRA, the Colorado Hazardous Waste Act, and other applicable federal, state or local environmental laws, statutes, regulations, requirements and ordinances (collectively, “Environmental Regulations”); and (d) that the Corporation shall cause all Hazardous Substances found on or in the Development (including Hazardous Substances on the Development on the date of the issuance and delivery of the Bonds) to be properly removed therefrom and properly disposed of to the extent required by and in accordance with all applicable Environmental Regulations and shall comply with all applicable Environmental Regulations with respect to the Development. The Corporation agrees to indemnify and reimburse the Trustee, the Owners of the Bonds, their successors and assigns, and any successor owner of the Development acquiring title upon foreclosure of the mortgage contained in this Indenture, for any breach of these representations and warranties and from any loss, damage, expense or cost arising out of or incurred by them or any of them which is a result of a breach, misstatement of or misrepresentation of the above covenants, representations and warranties, together with all attorneys’ fees and expenses incurred in connection with the defense of any action against the Trustee arising out of the above. Promptly after receipt by a person or party indemnified hereunder of notice of commencement of any action in respect of which indemnity may be sought against the Corporation under this Section, such person or party will notify the Corporation in writing of the commencement thereof and, subject to the provisions hereinafter stated, the Corporation shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Corporation and the indemnified person or party) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Corporation. The indemnified person or party shall have the right to employ separate counsel in any such action, and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Corporation unless the employment of such counsel has been specifically authorized by the Corporation. The Corporation shall not be liable to indemnify any person or party for any settlement of any such action effected without its prior written consent. These covenants, representations and warranties are for the benefit of the Trustee, the Owners of the Bonds, their successors and assigns, and any successor owner of the Development acquiring title upon foreclosure of the mortgage contained in this Indenture, and shall be deemed to survive termination of this Indenture. 716 44 Section 7.29 Continuing Disclosure. The Corporation shall comply with the provisions of the Continuing Disclosure Certificate executed in connection with the Bonds. Any failure by the Corporation to perform in accordance with this Section shall not constitute an Event of Default under this Indenture, and the rights and remedies provided by this Indenture upon the occurrence of an Event of Default shall not apply to any such failure. The Trustee shall not have any power or duty to enforce this Section. No Owner of a Bond shall be entitled to damages for the Corporation’s non-compliance with its obligations under this Section; however, the Owners of the Bonds may enforce specific performance of the obligations contained in this Section by any judicial proceeding available. ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND REGISTERED OWNERS Section 8.01 Events of Default. If any of the following events occur, it is hereby defined as and declared to be and to constitute an “Event of Default” (except that any event which with the passage of time or the giving of notice, or both, would be an “Event of Default” shall constitute a “default” hereunder): (a)Default in the due and punctual payment of any interest on any Bond; or (b)Default in the due and punctual payment of the principal of or premium on any Bond, whether at the stated maturity thereof, or on the date fixed for redemption thereof, or upon the maturity thereof by declaration; or (c)The Corporation shall not make a deposit of Project Revenues required hereunder within five (5) Business Days of the Corporation’s receipt of such Project Revenues; or (d)Except as described in Section 7.31 hereof, default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Corporation in this Indenture or in the Bonds; or (e)The Corporation shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a petition in bankruptcy or take advantage of any insolvency act, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or any substantial part of its assets or (v) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States or any state thereof. Section 8.02 Acceleration. If an Event of Default shall occur pursuant to Sections 8.01(a), 8.01(b), 8.01(c), or 8.01(e), the Trustee upon the written request of the Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding, declare the principal of the Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding. If an Event of 717 45 Default shall occur pursuant to Section 8.01(e), the Trustee shall not declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable without the written consent of 100% of the Owners of the Bonds then Outstanding. Section 8.03 Remedies. The Trustee, in case of any Event of Default, may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding and as a condition to proceeding, being indemnified to its satisfaction, shall, exercise any or all of the following remedies to the extent then permitted by laws: (a)The Trustee itself, or by its agents or attorneys, may enter into and take possession of the Development and all other funds and assets constituting the Trust Estate and all books and records, papers and accounts of the Corporation pertaining thereto and to hold, operate and manage the same and forthwith exercise all rights, powers and franchises of the Corporation in respect thereof, make any repairs, replacements or improvements deemed necessary or desirable by the Trustee, collect the earnings, rents, revenues, profits and income therefrom, and the Trustee may lease the Development or any part thereof in the name and for account of the Corporation and collect, receive and sequester the rents, revenues, issues, earnings, income, products and profits therefrom, and out of the same and any moneys received from any receiver of any part thereof pay, and/or set up proper reserves for the payment of, all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, and any charges of the Trustee hereunder, and any taxes and assessments and other charges prior to the lien of this indenture which the Trustee may deem it wise to pay, and all expenses of such repairs, replacements and improvements, and apply the remainder of the moneys so received in accordance with the provisions of Section 8.04 hereof. Upon exercise of the Trustee’s remedies pursuant to this subsection (a), the Corporation agrees that it will immediately take all necessary action to release any and all restrictions recorded against the Development which impose affordable housing restrictions on the Development, including, without limitation, preparation, execution and recordation of the appropriate instruments necessary to accomplish such release; provided, however, that prior to or in conjunction with such release, the Trustee shall be in receipt of an opinion of Bond Counsel to the effect that such release will not adversely affect the exemption of interest on the Bonds from federal taxable income. (b)The Trustee may proceed to protect and enforce its rights and the rights of the Owners of the Bonds by a suit or suits in equity or at law, either in mandamus or for the specific performance of any covenant or agreement contained herein or in aid of the execution of any power herein granted, or for the foreclosure of this Indenture and sale of the Trust Estate, or for the enforcement of any other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, may deem most effectual to protect and enforce any of the rights or interests under the Bonds and/or this Indenture. All rights of action under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relative thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee. (c)The Trustee may, with or without entry, proceed to foreclose on the mortgage granted by this Indenture by judicial proceedings according to the statutes in such case provided. 718 46 The Trustee, upon the bringing of a suit to foreclose the mortgage granted by this Indenture, as a matter of right, without notice and without giving bond to the Corporation or anyone claiming under it, may have a receiver appointed of all the Trust Estate pending such proceedings, with such powers as the court making such appointment shall confer, including such powers as may be necessary or usual in such cases for the protection, possession, control, management and operation of the Trust Estate, and the Corporation does hereby irrevocably consent to such appointment. (d)The Trustee is hereby appointed, and the successive respective Owners of the Bonds shall be conclusively deemed to have so appointed the Trustee, the true and lawful attorney in fact of the respective Owners of the Bonds, with authority to make or file, in the behalf of all Owners of the Bonds, any proof of debt, amendment to proof of debt, petition or other documents; to receive payment of all sums becoming distributable on account thereof; and to execute any other papers and documents and to do and perform any and all acts and things for and in behalf of all Owners of the Bonds, as may be necessary or advisable in the opinion of the Trustee, in order to have the claims of the Owners of the Bonds against the Corporation allowed in any equity, receivership, insolvency, liquidation, bankruptcy or other proceedings, to which the Corporation shall be a party. The Trustee shall have full power of substitution and delegation in respect of any such powers. (e)The Trustee shall have any and all rights and remedies provided to a secured party by the Uniform Commercial Code with respect to all parts of the Trust Estate which are deemed to be governed by the Uniform Commercial Code. Section 8.04 Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, together with all other moneys held by the Trustee hereunder as part of the Trust Estate after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of all fees, costs, expenses, liabilities and advances incurred or made by the Trustee in the administration of the Trust hereunder, including reasonable compensation to the Trustee, its agents, attorneys and counsel, shall be held in trust for the benefit of the Owners and be applied as follows: (a)Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: FIRST, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; SECOND, to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, 719 47 according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD, to the payment of the Loan Agreement and Note. (b)If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied first to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c)If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of subsection (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (a) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amount of principal to be paid on such dates and for the payment of which such funds are held by the Trustee shall cease to accrue. The Trustee shall give notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all principal of, premium, if any, and interest on all Bonds have been paid under the provisions of this Section and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be paid to the Corporation, its successors and assigns or to whomsoever may be lawfully entitled to receive the same. Section 8.05 Waiver of Corporation’s Rights. The Corporation, for itself and for all who may claim through or under it, hereby expressly waives and releases all rights to have the property covered by the lien of this Indenture marshaled upon any foreclosure sale, and the Trustee or any court in which the foreclosure of this Indenture is sought shall have the right to sell the Trust Estate as an entirety in a single parcel or in separate parcels in the discretion of the Trustee, and the Corporation covenants that, to the extent permitted by law, it will not at any time insist upon or plead, claim or take any benefit or advantage of any stay or extension law or laws providing for the valuation or appraisal of the Trust Estate prior to any sale thereof, nor after any such sale, claim or exercise any right to redeem the property so sold, and the Corporation, to the extent permitted by law, hereby expressly waives for itself and on behalf of each and every person claiming by, through or under the Corporation all benefit and advantage of any such law, including any and all rights of redemption from sale under any order or decree or foreclosure, pursuant to 720 48 the rights granted herein or by statute on behalf of itself and each and every person acquiring any interest in, or title to, any part or all of the Trust Estate subsequent to the date of this Indenture and on behalf of all other persons to the extent permitted by law, and the Corporation covenants not to hinder, delay or impede the exercise of any right or remedy herein permitted to be exercised by the Trustee, but to suffer and permit the exercise of every such right or remedy as though such law or laws were in effect. Section 8.06 Delays and Waivers; Remedies Not Exclusive. No delay or omission of the Trustee or of any Owner of any of the Bonds to exercise any right or power arising from any default on the part of the Corporation shall exhaust or impair any such right or power or prevent its exercise during the continuance of such default. No waiver by the Trustee or Owners of any such default, whether such waiver be full or partial, shall extend to or be taken to affect any subsequent default, or to impair the rights resulting therefrom, except as may be otherwise provided herein. No remedy hereunder is intended to be exclusive of any other remedy but each and every remedy shall be cumulative and in addition to any and every other remedy given hereunder or otherwise existing. Section 8.07 Rights of Owners. No Owner shall have any right to institute or prosecute any suit or proceeding at law or in equity for the foreclosure hereof, for the appointment of a receiver of the Corporation, for the enforcement of any of the provisions hereof or of any remedies hereunder in respect to the Trust Estate -unless the Trustee, after a request in writing by the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding, and after the Trustee shall have been assured such indemnity as it shall reasonably require, shall have neglected for 60 days to take such action; provided, however, that the right of any Owner of any Bond to receive payment of principal and/or interest on or after the respective due dates expressed therein, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such Owner. Section 8.08 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, by entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Corporation and the Trustee shall be restored to their former positions and rights hereunder with respect to the Trust Estate herein conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 8.09 Waivers of Events of Default. The Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of the maturity of principal of and interest on the Bonds upon the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that there shall not be waived (a) any Event of Default in the payment of the principal of any Outstanding Bonds at the date of maturity specified therein or (b) any default in the payment when due of the interest or premium on any such Bonds unless prior to such waiver or rescission, all arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal or premium, if any, when due, as the case may be, and all expenses of the Trustee, in connection with such default shall have been paid or provided for, and in case of any 721 49 such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely, then and in every such case the Corporation, the Trustee and the Owners shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other default or impair any right consequent thereto. Section 8.10 Notice of Defaults; Opportunity of the Corporation To Cure Defaults. Anything herein to the contrary notwithstanding, no default under Section 8.01(e) hereof shall constitute an Event of Default until actual notice of such default by registered or certified mail shall be given to the Corporation by the Trustee, the Town, or by the Owners of not less than 25% of the aggregate principal amount of the Bonds then Outstanding. The Corporation shall have had 30 days after receipt of such notice to correct said default or cause said default to be corrected and shall not have corrected said default or caused said default to be corrected within the applicable period; provided, however, if said default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Corporation within the applicable period and diligently pursued until the default is corrected. Section 8.11 Trustee Authorized To Bid at Sale. Upon any sale made by virtue of this Article, the Trustee may, on behalf of the Owners of the Bonds, bid for and acquire the Development or part thereof and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting upon the indebtedness of the Corporation secured by this Indenture the net proceeds of sale, after deducting therefrom the expenses of the sale and the costs of the action and any other sums which the Trustee is authorized to deduct under this Indenture. The person making such sale shall accept such settlement without requiring the production of any of the Bonds and without such production there shall be deemed credited thereon the pro rata share of the net proceeds of sale ascertained and established as aforesaid. The Trustee, upon so acquiring the Development or any part thereof, shall be entitled to hold, lease, rent, operate, manage or sell the same in any manner provided by applicable laws. Section 8.12 Exercise of Power of Sale. If the Trustee elects to sell the Corporation’s interest in the Development by exercise of the power of sale herein contained, Trustee shall cause to be recorded, published and delivered such notices of default and notices of sale as may then be required by law. The Trustee shall, without demand on the Corporation, after such time as may then be required by law and after recordation of such notice of default and after notice of sale having been given and other procedures followed as required by law, sell the Development at the time and place of sale fixed by it in such notice of sale, either as a whole, or in separate lots or parcels or items as the Trustee shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale, or as otherwise may then be required or permitted by law. The Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, the Corporation or the Trustee, may purchase at such sale. As may be permitted by law, after deducting all costs, fees and expenses of the Trustee, including costs of evidence of title in connection with sale, the Trustee shall apply the proceeds of sale to payment of (i) first, all costs, fees and expenses, including attorneys’ fees and expenses 722 50 incurred by the Trustee in exercising the power of sale or foreclosing the mortgage of this Indenture and (ii) second as may be required by law. The proceeds of sale shall, after the Trustee retains its commission, together with reasonable attorneys’ fees incurred by the Trustee in such proceeding, be applied to the costs of sale, including, but not limited to, costs of collection, taxes, assessments, costs of recording, service fees and incidental expenditures, the amount due on the Bonds according to the provisions hereof and otherwise as required by the then existing law relating to foreclosures. The Trustee may in the manner provided by law postpone the sale of all or any portion of the Development. ARTICLE IX CONCERNING THE TRUSTEE Section 9.01 Standard of Care. No implied covenants or obligations shall be read into this Indenture against the Trustee. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a)Prior to the occurrence of an Event of Default hereunder, and after the curing of all such Events of Default which may have occurred: (i)the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture; and (ii)in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein upon any financial statement, report, certificate, opinion, request, order or other instruments furnished to the Trustee conforming to the requirements of this Indenture. (b)At all times, regardless of whether or not any such Event of Default shall exist: (i)the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority (or such larger percentage as is otherwise specifically required by the terms hereof) in aggregate principal amount of the Bonds at the time Outstanding; and (iii)except for Events of Default described in Section 8.01(a), 8.01(b), 8.01(c), 8.01(d) or 8.01(f) hereof, the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any default hereunder unless the Trustee shall have received 723 51 from the Corporation or five percent (5%) of the Owners of the Bonds then Outstanding or any servicing agent employed in connection with the servicing of the Bonds written notice stating that an Event of Default has occurred, specifying the same, and in the absence of such notice the Trustee may conclusively assume that no Event of Default has occurred. (c)In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs in exercising any rights or remedies or performing any of its duties hereunder. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. Unless an Event of Default hereunder shall have occurred and be continuing, the Trustee shall have no obligation to take any action or make any investigation in respect of the subject matter of this Indenture unless requested in writing to do so by the Owners of not less than twenty- five percent (25%) in aggregate principal amount of the Bonds then Outstanding whether or not an Event of Default shall have occurred. Whether or not an Event of Default has occurred, the Trustee shall have no obligation to take any action under this Indenture which in its opinion may involve it in any expense or liability unless and until requested in writing so to do by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding and unless and until furnished with such reasonable security and indemnity satisfactory to it as it may require. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the aggregate principal amount of Bonds then Outstanding, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. Section 9.02 Reliance Upon Documents. Except as otherwise provided in Section 9.01 hereof: (a)The Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent order, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b)Any notice, request, direction, election, order or demand of the Corporation mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Corporation by an Authorized Officer (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of the Board of Directors of the Corporation may be evidenced to the Trustee by a resolution certified by the proper officer; 724 52 (c)The Trustee may consult with Counsel (who may be counsel for the Corporation), and the advice or opinion of such Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the advice or opinion of such Counsel; (d)Whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certification of the Corporation, and such certification of the Corporation shall in the absence of bad faith on the part of the Trustee be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof; and (e)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent or other paper or document reasonably believed by it to be genuine, but the Trustee in its discretion may make such further inquiry or investigation into such facts or matters as it may see fit and in such event shall be entitled to examine the books and records of the Corporation and the Development. (f)The Trustee may inform any Owners of environmental hazards that the Trustee has reason to believe exist, and the Trustee has the right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action would materially or adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified. Section 9.03 Validity of Indenture Recitals. The recitals contained herein and in the Bonds (except the Trustee’s Certificate of Authentication thereon) shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Bonds, except for such representations and certifications specifically delivered by the Trustee. The Trustee shall not be accountable for the use or application by the Corporation of any of the Bonds authenticated or delivered hereunder or of the proceeds of such Bonds as to the security afforded hereby or as to the title of the Corporation to the Trust Estate or as to the validity or enforceability of this Indenture or other instrument referred to herein or of any funds paid or disbursed by the Trustee pursuant to the provisions hereof Section 9.04 Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and hold or become the pledges of the Bonds and otherwise deal with the Corporation in the manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 9.05 Trust Imposed. The Trustee shall not be liable for any investments made pursuant to this Indenture. Subject to the provisions of this Indenture hereof, all moneys received by the Trustee shall be held in trust for the purposes for which they were received. The Trustee 725 53 shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Corporation to pay thereon. Section 9.06 Compensation of Trustee. The Corporation agrees that the Trustee and Registrar shall: (a)be paid an annual fee as compensation for all ordinary services rendered by and ordinary expenses incurred by it hereunder (which compensation shall not be limited by any provision of law with regard to the compensation of a trustee of an express trust); (b)except as otherwise expressly provided herein, be reimbursed upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith as determined by a court of competent jurisdiction; (c)be paid extraordinary fees and expenses for any extraordinary services it should become necessary for the Trustee to perform and/or extraordinary expenses incurred by the Trustee under this Indenture; and (d)together with their respective officers, directors, employees and agents be indemnified and held harmless against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. All such payments for compensation, expenses, disbursements and advances shall be obligations of the Corporation pursuant to this Indenture. If any property other than cash shall at any time be held by the Trustee subject to this Indenture or any supplemental indenture as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Corporation also covenants to indemnify the Trustee, together with its officers, directors, employees and agents, for and to hold it harmless against any loss, liability, expense or advance incurred or made without negligence or bad faith on the part of the Trustee arising out of or in connection with the acceptance or administration of this trust (in the case of the Trustee) and the performance of their duties as set forth hereunder, including the costs and expenses of defending themselves against any claim of liability in the premises. As security for performance of the Corporation hereunder, the Trustee shall have a first and prior lien upon all property and funds collected by the Trustee under this Indenture, except for moneys deposited or held for deposit to the Rebate Fund which shall not be subject to deduction for the payment of any Trustee’s fees and expenses or otherwise and as to which moneys the Trustee will have no recourse, for the payment of its or any servicer’s or agent’s or employee’s fees, expenses or disbursements or otherwise. 726 54 Section 9.07 Maintenance of Office. There shall at all times be a Trustee hereunder which shall be a corporation or banking association organized and doing business under the laws of the United States or a state, authorized under such laws to exercise corporate trust powers granted herein in the State having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or State authorities. If such corporation publishes reports of conditions at least annually pursuant to law, or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall upon the request of the Corporation resign immediately in the manner and with the effect specified in the Section here following. Section 9.08 Resignation and Removal. The Corporation may at any time remove the Trustee by giving written notice to the Trustee of such removal. The Corporation shall appoint a successor trustee satisfying the requirements of Section 9.07 hereof which appointment, and acceptance thereof by the successor trustee pursuant to Section 9.09 hereof, shall be effective concurrent with such removal. The Trustee may at any time resign by giving written notice to the Corporation of such resignation. Upon receiving such notice of resignation the Corporation shall promptly appoint a successor trustee. If no successor trustee shall have been so appointed and accepted such appointment within 30 days after the giving of such notice of resignation, the resigning trustee or the Corporation may petition any court of competent jurisdiction for the appointment of a successor trustee or any Owner who has been a bona fide Owner of a Bond or Bonds for at least six months may, on behalf of himself and others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribed, appoint a successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective only upon acceptance of appointment by the successor trustee as provided in Section 9.09 hereof and payment to the resigning or removed Trustee all fees and other amounts due hereunder upon the effective date hereof. Section 9.09 Successor Trustee. Any successor trustee appointed as provided in Section 9.08 hereof shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective, and such successor trustee without any further act, deed or conveyance shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder with like effect as if originally named as trustee hereunder, but nevertheless, on the written request of the Corporation or the request of the successor trustee, the trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee upon the trusts herein expressed all the rights, powers and trusts of the trustee so ceasing to act. Upon such acceptance the Trustee ceasing to act shall thereupon be discharged from any responsibilities or obligations for actions taken by the successor Trustee. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing for the purpose of more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and duties. Any Trustee ceasing to act shall nevertheless retain a lien upon all property or 727 55 funds held or collected by such Trustee to secure the amounts due it as compensation, reimbursements, expenses and indemnity afforded to it by Section 9.06 hereof. No successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 9.07 hereof. Upon acceptance of appointment by a successor Trustee as provided in this Section, the Corporation shall give notice by registered or certified mail of the succession of such Trustee to each Owner of Bonds then Outstanding. If the Corporation fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Trust Estate. Section 9.10 Merger of Trustee. Any corporation into which the Trustee may be merged or with which it may be consolidated, or to which it may sell or transfer its corporate trust business as a whole or substantially as a whole, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, providing that such successor trustee shall be eligible under the provisions of Section 9.07 hereof. Section 9.11 Additional Security. It is hereby expressly provided that the Trustee shall have a setoff against any moneys in its custody from any funds created by this Indenture, other than moneys held in the Rebate Fund, to pay interest on or principal of any Bonds secured hereby, if for any reason, the revenues or other income pledged hereunder are insufficient at any time to pay the Bonds. Section 9.12 Execution of Documents. The Trustee is hereby authorized and directed to execute any and all documents and instruments necessary in connection with the issuance and sale of the Bonds and the execution of this Indenture. Section 9.13 Enforceability. The Trustee hereby represents and warrants that (a) this Indenture constitutes the legal, valid, binding and enforceable obligation of the Trustee (subject to bankruptcy, insolvency or creditors’rights laws generally, without offset, defense or counterclaim; (b) the execution, delivery and performance of this Indenture by the Trustee will not cause or constitute, including due notice or lapse of time or both, a default under or conflict with organizational documents or other agreements or otherwise materially affect performance of the Trustee’s duties; (c) the execution of this Indenture will not violate any law, regulation, order or decree of any governmental authority; and (d) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Indenture have been obtained or made. 728 56 ARTICLE X EVIDENCE OF RIGHTS OF REGISTERED OWNERS Section 10.01 Proof From Owner. Any request, consent or other instrument required by this Indenture to be signed and executed by Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Owners in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or writing appointing any such agent or of the holding by any person of Bonds transferable by delivery shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Corporation if made in the manner provided in this Article. Section 10.02 Proof of Writing. The fact and date of the execution by any Person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such request, consent or other instrument acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such affidavit or certificate shall also constitute sufficient proof of his authority. Section 10.03 Proof of Bonds Held. The ownership of Bonds shall be proved by the registration books kept by the Trustee as Bond Registrar. Any request, consent or vote of the Owner of any Bonds shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee or the Corporation in pursuance of such request, consent or vote. Section 10.04 Presumptions. In determining whether the Owners of the requisite aggregate principal amount of the Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, the Bonds which are owned by the Corporation, the Town or any other obligor on the Bonds or by any Person directly or indirectly controlling or controlled by or under common control with the Corporation or any other obligor on the Bonds shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided that, for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned shall be disregarded. The Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee has the right to vote such Bonds and if the pledgee is not a person directly or indirectly controlling or controlled by or under common control with the Corporation or any other obligor on the Bonds. In the case of a dispute as to such rights, any decision by the Trustee taken upon the advice of Counsel shall be full protection to the Trustee. 729 57 ARTICLE XI DEFEASANCE; UNCLAIMED MONEYS Section 11.01 Methods of Defeasance. If the Corporation or other party on its behalf shall pay and discharge the entire indebtedness on all Bonds Outstanding hereunder in any one or more of the following three ways, to wit: (a)by well and truly paying or causing to be paid the principal of and interest on Bonds Outstanding hereunder as and when the same become due and payable; (b)by depositing in trust with the Trustee, subject to receipt of an opinion of Bond Counsel to the effect that acceptance of the securities described below will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, in trust, either moneys (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in this paragraph (b)) in an amount which, or noncallable and non-prepayable direct obligations of (including obligations issued or held in book-entry form on the books of the Department of Treasury) the United States of America, satisfactory to the Trustee, the principal of and the interest on which, when due, at any date on or after the first optional redemption date on the Bonds will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the principal, premium (if any) and interest on the Bonds Outstanding hereunder as and when the same become due and payable; or (c)by delivering to the Trustee for cancellation by it all Bonds Outstanding hereunder; and if the Corporation shall also pay or cause to be paid all other sums payable hereunder by reason of the Bonds, then and in that case this Indenture shall cease, determine and become null and void, and thereupon the Trustee shall upon a certification of the Corporation and an Opinion of Counsel stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been complied with forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Corporation for any expenditures which it may thereafter incur in connection herewith. Any deposit with the Trustee pursuant to the provisions of Section 11.01(b) hereof shall be a trust account providing a valid first priority perfected security interest in the defeasance collateral and all proceeds thereof and distributions thereon and such defeasance collateral shall be in the name of the Trustee for the benefit of the Owners of the Bonds being defeased. The corpus of any defeasance collateral may be invested and reinvested by the Trustee so long as the Trustee receives an opinion of Bond Counsel with respect to the lawfulness thereof and certification of a nationally recognized firm of certified public accountants with respect to the sufficiency of the securities and funds escrowed by said Trustee. The Corporation may at any time surrender to the Trustee for cancellation by it any Bonds previously authenticated and delivered hereunder, which the Corporation may have acquired in 730 58 any manner whatsoever, and such Bonds upon such surrender and cancellation shall be deemed to paid and retired. Section 11.02 Effect of Deposit. Upon the deposit with the Trustee in trust at or before maturity of money in the necessary amountto pay or cause to be paid or redeem Bonds Outstanding hereunder (whether upon or prior to their maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided herein or provision satisfactory to the Trustee shall have been made for the giving of such notice, all liability of the Corporation in respect of such Bonds shall cease, determine and be completely discharged and the Owners thereof shall thereafter be entitled only to payment out of the money deposited with the Trustee as aforesaid and for their payment, subject, however, to the provisions of Section 11.03 hereof. Section 11.03 Unclaimed Moneys. Notwithstanding any provision of this Indenture, any moneys deposited with the Trustee for the payment of the principal of or interest on any Bonds remaining unclaimed for three years after the principal of all the Bonds Outstanding hereunder has become due and payable (whether at maturity or upon call for redemption or by declaration as provided in this Indenture) shall then be repaid to the Corporation for payment thereof, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that, before the repayment of such moneys to the Corporation, as aforesaid, the Trustee shall, if required by law, publish notice at the cost of the Corporation, and also may at the cost of the Corporation first publish at least once in a daily newspaper or journal printed in the English language customarily published on each Business Day and of general circulation in the Town of New York, New York and the State, a notice in such form as may be deemed appropriate by the Trustee or such paying agent, in respect of the Bonds so payable and not presented and in respect to the provisions relating to the repayment to the Corporation of the moneys held for the payment thereof. In the event of repayment of any such moneys to the Corporation as aforesaid, the Owners of the Bonds in respect of which such moneys were deposited shall thereafter be deemed to be unsecured creditors of the Corporation for amounts equivalent to the respective amounts deposited for the payment of such Bonds and so repaid to the Corporation (without interest thereon). Section 11.04 Release of Property. Notwithstanding any provision of this Indenture, the Trustee at the written request of the Corporation shall release the lien of this Indenture upon any personal property or equipment subject to such lien which is being sold or credited for new personal property or equipment in a manner consistent with this Indenture, and such personal property or equipment shall be automatically subject to the lien of this Indenture for the benefit of the Owners of the Bonds to the extent permitted by the laws of the State. 731 59 Section 11.05 Rights of the Town. (a)Upon the payment of the Bonds pursuant to this Article, the Corporation shall transfer all of its right, title and interest in the Development to the Town and the Corporation shall cancel all leases (but excluding tenant leases), management contracts and other similar encumbrances on the Development. (b)The Town is hereby granted the right to obtain, at any time, fee title and exclusive possession of the Development free from liens and encumbrances created by the Corporation related to the Bonds (but subject to other Permitted Encumbrances), and any additions to such property by (i) placing into escrow an amount that will be sufficient to defease such Bonds and other obligations, and (ii) paying reasonable costs incident to the defeasance, each as provided in this Article. The Town, at any time before it defeases such obligations, shall not agree or otherwise be obligated to convey any interest in such property to any Person (including the United States of America or its agencies or instrumentalities) for any period extending beyond or beginning after the Town defeases such obligations. In addition, the Town shall not agree or otherwise be obligated to convey a fee interest in such property to any person who was a user thereof, (or a related person) before the defeasance within 90 days after the Town defeases such obligations. (c)If the Town exercises its option under subsection (b) of this Section, the Corporation shall immediately cancel all encumbrances on such property, including all leases and management agreements (subject to Permitted Encumbrances as aforesaid). Any lease, management contract, or similar encumbrance on such property will be considered immediately cancelled if the lessee, management company, or other user vacates such property within a reasonable time, not to exceed 90 days, after the date the Townexercises its rights under subsection (b) of this Section. (d)In addition to the foregoing, if pursuant to Article VIII hereof, the Trustee declares the principal of any Bonds then Outstanding to be due and payable and any foreclosure proceeding or other action is commenced under this Indenture which could lead to the sale or other disposition of the property pledged thereunder, the Town is hereby granted an exclusive option to purchase the Development for the amount of the outstanding indebtedness of the Corporation and accrued interest to the date of such purchase. The Trustee shall provide notice to the Town of the commencement of any such action within 10 days of the occurrence thereof. The Town shall have 90 days from the date it is notified by the Trustee of such action in which to both exercise the option (which shall be exercised by giving written notice of such exercise to the Trustee and the Corporation) and purchase the Development. The Trustee or any Owner responsible for commencing such foreclosure proceeding or other action shall be required to take any action necessary in order to ensure that the foreclosure sale does not occur prior to the expiration of the 90-day period referred to herein. Other than the foregoing requirement, the provisions of this Section are not intended and shall not be interpreted so as to limit the Owners rights to pursue their remedies hereunder and under this Indenture. (e)In the event the Town exercises its options under subsection (b) or (d) of this Section, the Town shall receive a credit towards its defeasance or purchase costs in the amount of any fund or account balances held under this Indenture with the exception of (i) the Rebate 732 60 Fund, (ii) an amount representing Current Expenses required by the Corporation’s current Operating Budget through the date of defeasance or purchase, and (iii) any amount needed to pay additional interest on the Bonds or expenses in connection with such defeasance this Article. (f)Unencumbered fee title (subject to certain Permitted Encumbrances as aforesaid) to the Development and any additions thereto and exclusive possession and use thereof will vest in the Townwithout demand or further action on its part when all obligations issued under the Indenture (including the Bonds) are discharged. Unless the Bonds are earlier defeased pursuant to this Article and subsection (b) of this Section, for purposes of this subsection (f), such obligations will be discharged when (i) cash is available at the place of payment on the date that the obligations are due (whether at maturity or upon call for redemption) and (ii) interest ceases to accrue on the obligations. All leases, management contracts and similar encumbrances on the Development shall terminate upon discharge of said obligations. Encumbrances that do not significantly interfere with the enjoyment of such property, such as most easements granted to utility companies, are not considered encumbrances for purposes of this Section. The Corporation agrees to take all necessary action in order to vest fee simple title in the Town pursuant to this subsection (f). ARTICLE XII SUPPLEMENTAL INDENTURES Section 12.01 Limitation or Modifications. This Indenture shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article. Section 12.02 Supplemental Indentures Without Owners’ Consent. The Corporation may from time to time and at any time adopt supplemental indentures without consent of, or notice to, the Owners of Bonds, as follows: (a)to cure any formal defect, omission or ambiguity in this Indenture; or (b)to grant to or confer upon the Trustee for the benefit of the Owners of Bonds any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture as theretofore in effect or adverse to the interests of the Owners of the Bonds; or (c)to add to the covenants and agreements of the Corporation in this Indenture other covenants and agreements to be observed by the Corporation which are not contrary to or inconsistent with this Indenture as theretofore in effect; or (d)to add to the limitations and restrictions in this Indenture other limitations and restrictions to be observed by the Corporation which are not contrary to or inconsistent with this Indenture as theretofore in effect; or (e)to confirm, as further assurance, any pledge under, and the subjection to any lien or pledge created or to be created by, this Indenture, of the properties of the Development or revenues or rental income from or in connection with the Development or of any other moneys, 733 61 securities or funds, or to subject to the lien or pledge of this Indenture additional revenues, properties or collateral; or (f)to modify, amend or supplement this Indenture or any indenture supplemental thereto in such manner as to permit the qualification thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or under any state securities laws; or (g)to issue refunding obligations to refund Outstanding Bonds upon compliance with Section 2.03 hereof; or (h)to affect any other change which, in the opinion of the Trustee, is not materially adverse to the interest of the Owners. Before the Corporation shall adopt any supplemental indenture pursuant to this Section, there shall have been filed with the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (i) such supplemental indenture is authorized or permitted by this Indenture, (ii) the execution, delivery and performance of the terms of such supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation and (iii) such supplemental indenture complies with its terms and that upon enactment it will be valid and binding upon the Corporation in accordance with its terms. Section 12.03 Supplemental Indentures With Owners’ Consent. Subject to the terms and provisions contained in this Article and not otherwise, the Owners of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time to consent to and approve the adoption by the Corporation of any supplemental indenture as shall be deemed necessary or desirable by the Corporation for the purpose of modifying, altering, amending, adding to or rescinding in any particular any of the terms or provisions contained in this Indenture; provided, however, that no such supplemental indenture shall without the approval of one hundred percent (100%) in aggregate principal amount of the Bonds Outstanding affected thereby (a) change the terms of redemption or maturity of the principal of or the interest on any Outstanding Bond or reduce the principal amount or redemption price of any Outstanding Bonds or the rate of interest thereon, (b) create a lien upon or pledge of Project Revenues or rental income from or in connection with the Development ranking prior to or on a parity with the lien or pledge created by this Indenture other than as expressly permitted herein, (c) create a preference or priority of any Bond or Bonds over any other Bond or Bonds (except as permitted hereby) or (d) reduce the aggregate principal amount of the Bonds required to consent to any supplemental indenture. If at any time the Corporation shall determine to adopt any supplemental indenture for any of the purposes of this Section, it shall cause notice of the proposed supplemental indenture to be mailed, postage prepaid, to all Owners of Outstanding Bonds. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Owners of such Bonds. Within one year after the date of the first giving of such notice, the Corporation may adopt such supplemental indenture in substantially the form described in such notice only if there shall 734 62 have first been filed with the Corporation (a) the written consent of Owners of not less than the percentage in aggregate principal amount of the Bonds then Outstanding required to consent to such supplemental indenture and (b) an Opinion of Counsel satisfactory to the Trustee stating (i) that such supplemental indenture is authorized or permitted by this Indenture, (ii) the execution, delivery and performance of the terms of such supplemental indenture will not adversely affect the exclusion from gross income of interest on the Bonds for purposes of federal income taxation and (iii) such supplemental indenture complies with its terms, and that upon adoption it will be valid and binding upon the Corporation in accordance with its terms. Any such consent shall be binding upon the Owner of the Bonds giving such consent and upon any subsequent Owner of such Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof), unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing such revocation with the Trustee prior to the adoption of such supplemental indenture. If the Owners of not less than the percentage of the Bonds required by this Section shall have consented to and approved the execution thereof as herein provided, no Owner of any Bonds shall have any right to object to the enactment of such supplemental indenture or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Corporation from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental indenture pursuant to the provisions of this Section, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Corporation, the Trustee and all Owners of Bonds then Outstanding shall thereafter be determined, exercised and enforced under this Indenture, subject in all respects to such modifications and amendments. Copies of any supplemental indentures adopted in accordance with the provisions of this Section shall be sent to any rating agencies which have assigned a rating to the Bonds. Section 12.04 Supplemental Indenture Part of This Indenture. Any supplemental indenture adopted in accordance with the provisions of this Article shall thereafter form a part of this Indenture, and all the terms and conditions contained in any supplement therein shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 12.05 Consent of Trustee. The Trustee shall not be obligated to enter into any supplemental indenture which affects its rights, duties and obligations without its consent. ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01 Benefit of Covenants. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Corporation or the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 13.02 No Further Beneficiaries. Nothing in this Indenture or in the Bonds expressed or implied is intended or shall be construed to give any person other than the 735 63 Corporation, the Trustee and the Owners of the Bonds issued hereunder any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained, and all such covenants, conditions and provisions are and shall be held to be and for the sole and exclusive benefit of the Corporation, the Trustee and the Owners of the Bonds issued hereunder. Section 13.03 Waiver of Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 13.04 Payments Due on Days Other Than Business Days. In any case where the date of maturity of interest on or principal of the Bonds, or the date fixed for redemption of any Bonds, shall be a day other than a Business Day, then payment of interest or principal need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Section 13.05 Certification of Signatures. At the time of delivery of the Bonds, the Corporation will certify the signatures of its officers to the Trustee and provide or cause to be provided specimen signatures of all persons authorized by this Trust Indenture to make any written request, certification or order to or upon said Trustee. Any change of authorized signatures shall in like manner be certified to the Trustee. The Trustee may rely upon any such certification of signatures as provided herein as true and correct, and said Trustee shall suffer no liability for any expenditure made or act performed in reliance thereon. Section 13.06 Method of Sending Notice. All notices, certificates or other communications hereunder (except as to Owners) shall be sufficiently given and shall be deemed given when electronically transmitted or mailed by certified or registered mail, postage prepaid, with proper address as indicated below. The Corporation and the Trustee may, by written notice given by each to the other, designate any address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Indenture. Until otherwise provided by the respective parties, all notices, certificates and communications to each of them shall be addressed as follows: To the Corporation:Vail Home Partners Corporation c/o Town of Vail, Colorado 75 S. Frontage Road West Vail, Colorado 81657 Attention: President To the Trustee:U.S. Bank Trust Company, National Association 950 17th Street Denver, Colorado 80202 Attention: Corporate Trust & Escrow Services 736 64 To the Town:Town of Vail, Colorado 75 S. Frontage Road West Vail, Colorado 81657 Attention: Finance Director Section 13.07 Counterparts. This Indenture may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Corporation and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. Section 13.08 Severability. In case any one or more of the provisions of this Indenture or of the Bonds shall for any reason be held to be illegal or invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provision of this Indenture or of the Bonds, but this Indenture and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement of the Corporation contained in the Bonds or in this Indenture shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Corporation to the full extent permitted by law. The invalidity of any one or more phrases, sentences, clauses or sections in this Indenture contained shall not affect the remaining portions of this Indenture or any part thereof. Section 13.09 Trustee as Bond Registrar. The Trustee is hereby designated and agrees to act as the Bond Registrar for and in respect to the Bonds. Section 13.10 Laws Governing Indenture and Situs and Administration of Trust. The effect and meaning of this Indenture and the rights of all parties hereunder shall be governed by and construed according to the laws of the State, but it is the intention of the Corporation that the situs of the trust created by this Indenture be in the state in which is located the corporate trust office of the Trustee from time to time acting under this Indenture. Section 13.11 No Further Recourse. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Bond hereby secured, or under any judgment obtained against the Corporation or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitutional statute or otherwise or under any circumstances, under or independent of this Indenture, shall be had against any commissioner, director, trustee, member or officer, as such, past, present, or future, of the Corporation, either directly or through the Corporation, or any receiver thereof, or for or to the Owner of any Bonds or hereunder or otherwise, of any sum that may be due and unpaid by the Corporation upon any such Bond. Any and all personal liability of every nature, whether at common law or in equity, and by statute or by constitution or otherwise, of any such director, trustee, member or officer of the Corporation, as such, to respond by reason of any act of omission on his part or otherwise, for the payment for or to the Owner of any Bond issued hereunder or otherwise, of any sum that may remain due and unpaid upon the Bonds hereby secured or any of them, is hereby expressly waived 737 65 and released as a condition of and consideration for the execution of this Indenture and the issuance of such Bonds. Section 13.12 Complete Agreement. The Corporation and Trustee understand that oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt, including promises to extend or renew such debt, are not enforceable. To protect the Corporation and the Trustee from misunderstanding or disappointment, any agreements the Corporation and the Trustee reach covering such matters are contained in this Indenture, which is the complete and exclusive statement of the agreement between the Corporation and the Trustee, except as the Corporation and the Trustee may later agree in writing to modify this Indenture (subject to the provisions of Article XII hereof). Section 13.13 Town as Third-Party Beneficiary. To the extent that this Indenture confers upon or gives or grants to the Town any right, remedy or claim under or by reason of this Indenture, the Town is explicitly recognized as being a third-party beneficiaries hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Section 13.14 Electronic Means. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [Remainder of Page Intentionally Left Blank] 738 66 IN WITNESS WHEREOF, VAIL HOME PARTNERS CORPORATION has caused this Indenture to be signed in its corporate name by its President and attested by its Secretary, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the trust created, has caused this Indenture to be signed in its corporate name by its authorized representative, all as of the day and year first above written. VAIL HOME PARTNERS CORPORATION Attest: By By President U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By Authorized Representative 739 67 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ___ day of April 2025, by ____________ as President and ________ as Secretary, respectively, of Vail Home Partners Corporation, a Colorado nonprofit corporation. Witness my hand and official seal. Notary Public for the State of Colorado [SEAL] My commission expires: 740 68 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ____ day of April, 2025, by Jennifer Petruno as Vice President of U.S. Bank Trust Company, National Association, a national banking as and official seal. Witness my hand and official seal. Notary Public for the State of Colorado [SEAL] My commission expires: 741 EXHIBIT A FORM OF BOND Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation or its agent for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein.THIS BOND MAY ONLY BE TRANSFERRED BY THE REGISTERED OWNER HEREOF SOLELY TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR A QUALIFIED INSTITUTIONAL BUYER THAT IS A COMMERCIAL BANK WITH CAPITAL AND SURPLUS OF $5,000,000,000 AND WHICH HAS EXECUTED A LETTER CONTAINING REPRESENTATIONS AND WARRANTIES AS TO IT BEING A SOPHISTICATED INVESTOR. IN ADDITION, ANY TRANSFER OF THIS BOND MUST BE IN COMPLIANCE WITH THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF PITKIN VAIL HOME PARTNERS CORPORATION (A Colorado nonprofit corporation created by the Town of Vail, Colorado) HOUSING FACILITIES REVENUE BOND SERIES 2025 No. R–$,000 INTEREST RATE MATURITY DATE DATED AS OF CUSIP .000%October 1, 20[__] REGISTERED OWNER:CEDE & CO. PRINCIPAL AMOUNT:THOUSAND DOLLARS Vail Home Partners Corporation (the “Corporation”), a nonprofit corporation duly organized and existing under the laws of the State of Colorado, for value received, hereby promises to pay (but solely from the sources and in the manner hereinafter described) to the Owner specified 742 2 above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless previously called for redemption, the principal amount set forth above, and to pay interest on said principal amount until the principal amount shall have been fully paid, at the rate per annum specified above, payable on each April 1 and October 1, commencing []October 1, 2025 (the “Interest Payment Dates”). This bond will bear interest from the Dated Date hereof. Principal of, premium, if any, and interest on this bond are payable, without deduction for exchange, collection or service charges, in lawful money of the United States of America. Principal is payable at the principal office of U.S. Bank Trust Company, National Association., as Trustee, or its successors in trust (the “Trustee”), upon presentation and surrender of this bond. The interest so payable on any Interest Payment Date shall be calculated on the basis of a 360-day year consisting of twelve 30- day months and shall, subject to certain exceptions provided in the indenture referred to below, be paid to the Owner in whose name this bond (or one or more predecessor bonds) is registered at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not a Business Day (the “Regular Record Date”). Payment of interest shall be made by check, draft or wire sent to the Owner hereof at the close of business on the Regular Record Date at the address shown on the registration records kept by the Trustee or, in certain circumstances, by wire transfer as described in the Indenture. If any interest is not timely paid or duly provided for, the Trustee is required to establish a Special Record Date for the payment of that overdue interest to the Owners as of that Special Record Date. Notice of the Special Record Date shall be mailed to Owners not fewer than 10 days prior thereto. This bond is one of a duly authorized issue of bonds of the Corporation, known as the Housing Facilities Revenue Bonds, Series 2025(the “Bonds”), in the aggregateprincipal amount of $[______]. The Bonds are being issued by the Corporation pursuant to the Colorado Nonprofit Corporation Act, Articles 20 through 29 of Title 7, Colorado Revised Statutes, as amended (the “Act”), a Mortgage and Indenture of Trust, dated as of [______], 2025 (including any supplements thereto, the “Indenture”), between the Corporation and the Trustee and a resolution duly adopted by the Board of Directors of the Corporation on [______], 2025 (the “Bond Resolution”). Reference is hereby made to the Indenture for a further description of the trust estate, the nature and extent of the security and a statement of the terms and conditions upon which the Bonds are issued and secured, the rights of the Owners thereof, and the provisions of the Indenture to which each Owner, by the acceptance this Bond, hereby agrees. All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned in the Indenture. The Bonds are issued by the Corporation, upon its behalf and upon the credit thereof, for the purpose of defraying wholly or in part the costs of the Project, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, and pursuant to the Bond Resolution of the Board duly adopted and made a law of the Corporation prior to the issuance of this Bond. The Bonds are also issued pursuant to Title 11, Article 57, Part 2, C.R.S. (the “Supplemental Act”). Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. 743 3 This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by the Trustee. The Bonds, together with interest thereon, are limited obligations of the Corporation payable solely from the Project Revenues and security pledged therefor in the granting clauses of the Indenture and not from any other source. The Bonds are not a debt of the Town and the Town shall not be liable thereon, nor in any event shall the bonds be payable out of any funds or properties other than those of the Corporation pledged herein. The Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation of the laws of the State. If the date for the payment of the principal of or interest on this bond shall be a Saturday, a Sunday, a legal holiday or a day on which banking institutions in the city where the Trustee is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date of payment. The Bonds maturing on and before October 1, 20[__] are not subject to redemption prior to their respective maturity dates. The Bonds maturing on and after October 1, 20[__] are subject to redemption prior to maturity at the option of the Corporation, in whole or in part in Authorized Denominations, and if in part in such order of maturities as the Corporation shall determine and by lot within a maturity, on October 1, 20[__], and on any date thereafter, at a redemption price equal to par, plus accrued interest to the redemption date, with no redemption premium. If a condemnation award or the proceeds of insurance from the partial or substantial destruction of the Developmentor title insurance proceeds are transferred to the Bond Fund pursuant to the Indenture in order to redeem Bonds pursuant to this paragraph and such award or proceeds together with moneys in the relevant accounts of the Bond Fundand the Debt Service Reserve Fund would be sufficient to redeem all of the Bonds then Outstanding at a redemption price equal to par plus accrued interest to the redemption date, the Trustee will within 30 days of such transfer redeem such Bonds in whole at said redemption price out of such proceeds or awards and out of moneys in such Funds. If Bonds are redeemed pursuant to this paragraph, all Bonds then Outstanding shall be redeemed prior to the redemption of any Subordinate Bonds or the Loan Agreement. If the foregoing award, proceeds or moneys are not sufficient to redeem all of the Bonds then Outstanding at the above redemption price, the Trustee will within 30 days of such transfer redeem out of such transferred condemnation award and/or insurance proceeds a portion of the principal amount of the Bonds then Outstanding (as determined by the Trustee in accordance with the Indenture) at a redemption price equal to par plus accrued interest to the redemption date. If the Trustee shall declare the principal of all the Outstanding Bonds, and the interest accrued thereon, to be due and payable immediately pursuant to the Indenture because of the happening of an Event of Default thereunder, the Bonds will be called for redemption from 744 4 the proceeds of the sale of the Trust Estate and the funds held thereunder after payment of the costs and expenses as set forth in and apply the remainder of the moneys so received in accordance with the provisions of the Indenture and subject to the rescission of such declaration as prescribed in the Indenture. Except as otherwise provided in the Indenture, notice of redemption, unless waived, is to be given by the Trustee not fewer than 30 nor more than 60 days prior to the redemption date with respect to optional redemptions and scheduled mandatory redemptions and not fewer than 15 days prior to the redemption date with respect to proceeds from condemnation awards or insurance proceeds by first class mail to the registered owner of each Bond to be redeemed at the address of such registered owner as shown on the Trustee's registration records. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Corporation shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Failure to duly give such notice by mail or any defect therein shall not affect the validity of the proceedings for the redemption of any Bond with respect to which no such failure or defect has occurred. Any notice mailed as provided in this paragraph shall be conclusively presumed to have been duly given, whether or not the registered owner receives notice. The Owner of this bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture, or of any supplements thereto, may be made only to the extent and under the circumstances permitted by the Indenture. This bond may be exchanged, and its transfer may be registered by the Owner hereof in person or by his attorney duly authorized in writing at the principal operations center of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture (including the reasonable transfer charges of the Trustee and the cost of printing replacement Bonds) and upon surrender and cancellation of this bond. Upon exchange or registration of such transfer, a new registered Bond or Bonds of the same series, maturity and interest rate and of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to transfer any Bond after the mailing of notice calling such Bond for redemption has been made. The Corporation and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the Corporation nor the Trustee shall be affected by any notice to the contrary. The Bonds are issuable only as registered Bonds without coupons in denominations of $100,000 plus any integral multiple of $5,000 in excess thereof. The Bonds shall only be sold, transferred or otherwise disposed to “Qualified Institutional Buyers” as defined in Rule 144A promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) or to an “Accredited Investor” within the meaning of Regulation 745 5 D promulgated by the Securities and Exchange Commission under the Securities Act, and such buyers or transferees shall execute an investor letter. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in any Bond thereby secured or under any judgment obtained against the Corporation, or by enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances under or independent of the Indenture, shall be had against any director, member or officer as such, past, present or future, of the Corporation, either directly or through the Corporation or otherwise for the payment for or to the Corporation or any receiver thereof or for or to the registered owner of any Bond issued thereunder or otherwise of any sum that may be due and unpaid by the Corporation upon any such Bond. Any and all personal liability of every nature whether at common law or in equity or by statute or by constitution or otherwise of any such director, member or officer, as such, to respond, by reason of any act or omission on his part or otherwise, for the payment for or to the registered owner of any Bond issued thereunder or otherwise of any sum that may remain due and unpaid upon the Bonds thereby secured or any of them is, by the acceptance hereof, expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of the Bonds. The principal hereof may be declared or may become due on the conditions and in the manner and at the time set forth in the Indenture upon the occurrence of an event of default as provided in the Indenture. 746 6 IN WITNESS WHEREOF, the Corporation has caused this bond to be duly executed by the manual or facsimile signature of its President and manual or facsimile attestation of its Secretary, all as of the date of registration hereof. VAIL HOME PARTNERS CORPORATION By President Attest: By Secretary 747 7 CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture, and this bond has been duly registered on the registration books kept by the undersigned as Trustee for such Bonds. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION., as Trustee By: Authorized Signatory Date of Authentication: 748 8 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto __________________________ the within bond and hereby irrevocably constitutes and appoints __________________________ attorney, to transfer the same on the books of the Registrar, with full power of substitution in the premises. Signature Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee: ____________________________________ ____________________________________ ____________________________________ Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED 749 1 NOTICE OF SPECIAL MEETING TO THE BOARD OF DIRECTORS OF THE VAIL HOME PARTNERS CORPORATION: NOTICE IS HEREBY GIVEN that a special meeting of the Board of Directors of Vail Home Partners Corporation (the "Corporation") will be held at the Vail Town Council Chambers located at 75 S. Frontage Road Vail, Colorado at _____ p.m., Monday, the 1st day of April, 2025 for the purpose of considering the adoption of resolutions approving the articles of incorporation and bylaws, for appointing officers of the Corporation, and for the transaction of such other business incidental to the foregoing as may come before said meeting. VAIL HOME PARTNERS CORPORATION By President ACKNOWLEDGMENT OF NOTICE AND CONSENT TO SPECIAL MEETING We, the undersigned members of the Board of Directors of Vail Home Partners Corporation, do hereby acknowledge receipt of the foregoing notice of the special meeting, and we hereby waive any and all irregularities, if any, in such notice and in the manner of service thereof upon us and consent and agree to the holding of such special meeting at the time and place specified in said notice and to the transaction of any and all business which may come before such meeting. 750 2 RESOLUTIONS OF THE BOARD OF DIRECTORS OF VAIL HOME PARTNERS CORPORATION RESOLVED, that the Vail Home Partners Corporation (the “Corporation”) was organized under the provisions of the Colorado Nonprofit Corporation Act, Articles 121 through 137 of Title 7, Colorado Revised Statutes, as amended, for the purpose of acquiring, constructing, operating, maintaining and developing multifamily rental housing projects, by ordinance duly approved and adopted by the Town of Vail on February 18, 2025. FURTHER RESOLVED, that the Incorporator filed the Articles of Incorporation with the Secretary of State on March 17, 2025, which filing filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met. FURTHER RESOLVED that the Articles of Incorporation and Bylaws of the Corporation having been distributed to the Board of Directors of the Corporation in connection herewith, are hereby approved and adopted as the Articles of Incorporation and Bylaws of the Corporation and the Board of Directors hereby ratifies the filing of such Articles of Incorporation with the Colorado Secretary of State. FURTHER RESOLVED THAT the Board of Directors hereby appoints the following directors as officers of the Corporation: President: Deputy Town Manager Vice President: Town Public Works Director Secretary: Town Housing Director Treasurer: Town Finance Director Director: Executive Director of Vail Local Housing Authority FURTHER RESOLVED, that all actions heretofore taken (not inconsistent with these resolutions) by the directors or officers of the Corporation directed toward the transactions contemplated herein are hereby ratified, approved and confirmed. 751 3 FURTHER RESOLVED, that these resolutions shall become effective as of April 1, 2025. President (CORPORATE SEAL) _________________________________ Secretary 752 753 West Middle Creek Project Vail,Colorado Council Update March 28, 2025 754 Financing Scenarios Update •All scenarios continue to target approx. 1.30x coverage on the revenue bonds. Differences in COP sizing as well as any potential out-of-pocket debt service the Town could be exposed to on the COPs are noted below. •Assumptions include: 5% vacancy rate; 3% annual NOI growth rate; $150/month parking fees; investing of the project fund, debt service reserve fund and capitalized interest fund. COP Par Amount $65,480,000 $65,500,000 $55,925,000 Town Equity Contribution $10,000,000 $24,411,457 $10,000,000 Potential Town Exposure $4,284,512 $7,131,906 $1,457,585 Years of Potential Exposure 2028-2033 2028-2035 2028-2030 Projected Surplus $97,969,314 $58,048,040 $144,509,001 Alternative 2 Unit Mix 35% @ 100% AMI 35% @ 110% AMI 30% @ 140% AMI (115% Avg AMI in Total) Summary of Financing Statistics Base Case Alternative 1 100% Average AMI 130% Average AMI 2029 Net Cash Flow $9,633,840 $8,068,127 $10,532,452 Total Interest $369,851,299 $328,427,186 $376,896,719 True Interest Cost 5.80%5.76%5.86% Average Life 33.5 Years 33.5 Years 33.6 Years Final Maturity 10/1/2064 10/1/2064 10/1/2064 Preliminary; subject to change.pipersandler.com |2 755 Financing Statistics OverTime •Estimating COP par amount of $65,480,000 based on today’s market conditions. Movements in interest rates have increased the COP sizing –less than 1 bp (0.01%) of cushion before reaching a COP sizing of $65,500,000. •30-year municipal interest rates have risen by 26 bps since March 11 as shown in the table to the right. Preliminary; subject to change.pipersandler.com |3 756 Sources & Uses (Base Case Scenario) Preliminary; subject to change.pipersandler.com |4 757 $0 $5 $10 $15 $20 $25 $30 12/31/2025 12/31/2026 12/31/2027 12/31/2028 12/31/2029 12/31/2030 12/31/2031 12/31/2032 12/31/2033 12/31/2034 12/31/2035 12/31/2036 12/31/2037 12/31/2038 12/31/2039 12/31/2040 12/31/2041 12/31/2042 12/31/2043 12/31/2044 12/31/2045 12/31/2046 12/31/2047 12/31/2048 12/31/2049 12/31/2050 12/31/2051 12/31/2052 12/31/2053 12/31/2054 12/31/2055 12/31/2056 12/31/2057 12/31/2058 12/31/2059 12/31/2060 12/31/2061 12/31/2062 12/31/2063 12/31/2064 Millions Aggregate debt service exceeds projected net cash flow in 2028-33 (estimatedshortfall of $4.3M) Bond Net DS COP Net DS Net Cash Flow Preliminary; subject to change.pipersandler.com |5 Base Case – Projected Net Debt Service Graph Net cash flows exceeds aggregate debt service in 2034-2064 (estimated surplus of $98.0M) 758 pipersandler.com |8 Interest Rate Lookback 1. Source: TM3 and Treasury Data. As of 3/24/2025 5.00 4.75 4.50 4.25 4.00 3.75 3.50 3.25 3.00 5.25 Sep-2024 Oct-2024 Nov-2024 Dec-2024 Jan-2025 Feb-2025 Mar-2025 10/2/24 – 3.48% 3/13/25 – 4.22% 759 Appendix Debt Service Schedules for All Financing Scenarios 760 Base Case – Projected Net Debt Service Graph (Revenue Bonds) Period Principal Interest Gross Debt Service DSRF Requirement Released Capitalized Interest Net Debt Service NOI (3.0% Growth) Before R&R Less: Deposit to R&R Reserve Plus: DSRF Interest Earnings (@3.75%) Net Cash Flow Avail. For Debt Service Debt Service Coverage Ratio 12/31/2025 -2,734,693 2,734,693 -2,734,693 ------ 12/31/2026 -7,515,188 7,515,188 -7,515,188 ------ 12/31/2027 -7,515,188 7,515,188 -7,515,188 ------ 12/31/2028 -7,515,188 7,515,188 -3,757,594 3,757,594 3,042,404 42,707 1,526,336 4,526,032 1.20 12/31/2029 -7,515,188 7,515,188 --7,515,188 9,254,592 74,494 453,741 9,633,840 1.28 12/31/2030 -7,515,188 7,515,188 --7,515,188 9,691,931 76,729 453,741 10,068,944 1.34 12/31/2031 -7,515,188 7,515,188 --7,515,188 9,982,689 79,031 453,741 10,357,400 1.38 12/31/2032 -7,515,188 7,515,188 --7,515,188 10,282,169 81,402 453,741 10,654,509 1.42 12/31/2033 -7,515,188 7,515,188 --7,515,188 10,590,635 83,844 453,741 10,960,533 1.46 12/31/2034 -7,515,188 7,515,188 --7,515,188 10,908,354 86,359 453,741 11,275,737 1.50 12/31/2035 -7,515,188 7,515,188 --7,515,188 11,235,604 88,950 453,741 11,600,396 1.54 12/31/2036 -7,515,188 7,515,188 --7,515,188 11,572,672 91,618 453,741 11,934,795 1.59 12/31/2037 -7,515,188 7,515,188 --7,515,188 11,919,853 94,367 453,741 12,279,228 1.63 12/31/2038 -7,515,188 7,515,188 --7,515,188 12,277,448 97,198 453,741 12,633,992 1.68 12/31/2039 -7,515,188 7,515,188 --7,515,188 12,645,772 100,114 453,741 12,999,400 1.73 12/31/2040 -7,515,188 7,515,188 --7,515,188 13,025,145 103,117 453,741 13,375,769 1.78 12/31/2041 -7,515,188 7,515,188 --7,515,188 13,415,899 106,211 453,741 13,763,430 1.83 12/31/2042 195,000 7,515,188 7,710,188 --7,710,188 13,818,376 109,397 453,741 14,162,721 1.84 12/31/2043 425,000 7,503,975 7,928,975 --7,928,975 14,232,927 112,679 453,741 14,573,990 1.84 12/31/2044 675,000 7,479,538 8,154,538 --8,154,538 14,659,915 116,059 453,741 14,997,597 1.84 12/31/2045 945,000 7,440,725 8,385,725 --8,385,725 15,099,713 119,541 453,741 15,433,914 1.84 12/31/2046 1,235,000 7,386,388 8,621,388 --8,621,388 15,552,704 123,127 453,741 15,883,318 1.84 12/31/2047 1,555,000 7,313,831 8,868,831 --8,868,831 16,019,285 126,821 453,741 16,346,206 1.84 12/31/2048 1,895,000 7,222,475 9,117,475 --9,117,475 16,499,864 130,626 453,741 16,822,980 1.85 12/31/2049 2,270,000 7,111,144 9,381,144 --9,381,144 16,994,859 134,544 453,741 17,314,056 1.85 12/31/2050 2,670,000 6,977,781 9,647,781 --9,647,781 17,504,705 138,581 453,741 17,819,866 1.85 12/31/2051 3,100,000 6,820,919 9,920,919 --9,920,919 18,029,846 142,738 453,741 18,340,849 1.85 12/31/2052 3,570,000 6,638,794 10,208,794 --10,208,794 18,570,742 147,020 453,741 18,877,463 1.85 12/31/2053 4,070,000 6,429,056 10,499,056 --10,499,056 19,127,864 151,431 453,741 19,430,175 1.85 12/31/2054 4,610,000 6,189,944 10,799,944 --10,799,944 19,701,700 155,974 453,741 19,999,468 1.85 12/31/2055 5,195,000 5,919,106 11,114,106 --11,114,106 20,292,751 160,653 453,741 20,585,839 1.85 12/31/2056 5,815,000 5,613,900 11,428,900 --11,428,900 20,901,534 165,473 453,741 21,189,802 1.85 12/31/2057 6,495,000 5,265,000 11,760,000 --11,760,000 21,528,580 170,437 453,741 21,811,884 1.85 12/31/2058 7,225,000 4,875,300 12,100,300 --12,100,300 22,174,437 175,550 453,741 22,452,629 1.86 12/31/2059 8,005,000 4,441,800 12,446,800 --12,446,800 22,839,670 180,816 453,741 23,112,595 1.86 12/31/2060 8,850,000 3,961,500 12,811,500 --12,811,500 23,524,860 186,241 453,741 23,792,361 1.86 12/31/2061 9,750,000 3,430,500 13,180,500 --13,180,500 24,230,606 191,828 453,741 24,492,519 1.86 12/31/2062 10,715,000 2,845,500 13,560,500 --13,560,500 24,957,524 197,583 453,741 25,213,683 1.86 12/31/2063 11,750,000 2,202,600 13,952,600 --13,952,600 25,706,250 203,510 453,741 25,956,481 1.86 12/31/2064 24,960,000 1,497,600 26,457,600 12,099,772 -14,357,828 26,477,437 209,616 453,741 26,721,563 1.86 Preliminary; subject to change.pipersandler.com |8 Total:125,975,000 255,060,256 381,035,256 12,099,772 21,522,662 347,412,822 598,291,315 4,756,381 17,861,028 611,395,962 761 Period Principal Interest Gross COP Debt Service Capitalized Interest Net COP Debt Service Residual Net Cash Flow (Deficit) / Surplus Combined NOI Coverage 31/2025 -1,267,143 1,267,143 1,267,143 ---- 31/2026 -3,482,225 3,482,225 3,482,225 ---- 31/2027 -3,482,225 3,482,225 3,482,225 ---- 31/2028 -3,482,225 3,482,225 1,741,113 1,741,113 768,439 (972,674)0.82 31/2029 -3,482,225 3,482,225 -3,482,225 2,118,652 (1,363,573)0.88 31/2030 -3,482,225 3,482,225 -3,482,225 2,553,756 (928,469)0.92 31/2031 -3,482,225 3,482,225 -3,482,225 2,842,212 (640,013)0.94 31/2032 -3,482,225 3,482,225 -3,482,225 3,139,321 (342,904)0.97 31/2033 -3,482,225 3,482,225 -3,482,225 3,445,345 (36,880)1.00 31/2034 -3,482,225 3,482,225 -3,482,225 3,760,549 278,324 1.03 31/2035 -3,482,225 3,482,225 -3,482,225 4,085,208 602,983 1.05 31/2036 -3,482,225 3,482,225 -3,482,225 4,419,608 937,383 1.09 31/2037 -3,482,225 3,482,225 -3,482,225 4,764,040 1,281,815 1.12 31/2038 -3,482,225 3,482,225 -3,482,225 5,118,804 1,636,579 1.15 31/2039 -3,482,225 3,482,225 -3,482,225 5,484,212 2,001,987 1.18 31/2040 90,000 3,482,225 3,572,225 -3,572,225 5,860,582 2,288,357 1.21 31/2041 200,000 3,477,725 3,677,725 -3,677,725 6,248,242 2,570,517 1.23 31/2042 325,000 3,467,725 3,792,725 -3,792,725 6,452,533 2,659,808 1.23 31/2043 455,000 3,451,475 3,906,475 -3,906,475 6,645,015 2,738,540 1.23 31/2044 590,000 3,428,725 4,018,725 -4,018,725 6,843,060 2,824,335 1.23 31/2045 740,000 3,399,225 4,139,225 -4,139,225 7,048,189 2,908,964 1.23 31/2046 905,000 3,362,225 4,267,225 -4,267,225 7,261,931 2,994,706 1.23 31/2047 1,080,000 3,314,713 4,394,713 -4,394,713 7,477,374 3,082,662 1.23 31/2048 1,265,000 3,258,013 4,523,013 -4,523,013 7,705,505 3,182,492 1.23 31/2049 1,470,000 3,191,600 4,661,600 -4,661,600 7,932,912 3,271,312 1.23 31/2050 1,685,000 3,114,425 4,799,425 -4,799,425 8,172,085 3,372,660 1.23 31/2051 1,920,000 3,025,963 4,945,963 -4,945,963 8,419,931 3,473,968 1.23 31/2052 2,160,000 2,934,763 5,094,763 -5,094,763 8,668,669 3,573,907 1.23 31/2053 2,415,000 2,832,163 5,247,163 -5,247,163 8,931,118 3,683,956 1.23 31/2054 2,685,000 2,717,450 5,402,450 -5,402,450 9,199,524 3,797,074 1.23 31/2055 2,975,000 2,589,913 5,564,913 -5,564,913 9,471,733 3,906,821 1.23 31/2056 3,285,000 2,448,600 5,733,600 -5,733,600 9,760,902 4,027,302 1.23 31/2057 3,635,000 2,267,925 5,902,925 -5,902,925 10,051,884 4,148,959 1.23 31/2058 4,015,000 2,068,000 6,083,000 -6,083,000 10,352,329 4,269,329 1.23 31/2059 4,415,000 1,847,175 6,262,175 -6,262,175 10,665,795 4,403,620 1.24 31/2060 4,850,000 1,604,350 6,454,350 -6,454,350 10,980,861 4,526,511 1.23 31/2061 5,310,000 1,337,600 6,647,600 -6,647,600 11,312,019 4,664,419 1.24 31/2062 5,800,000 1,045,550 6,845,550 -6,845,550 11,653,183 4,807,633 1.24 31/2063 6,325,000 726,550 7,051,550 -7,051,550 12,003,881 4,952,331 1.24 31/2064 6,885,000 378,675 7,263,675 -7,263,675 12,363,735 5,100,060 1.24 Total:65,480,000 114,791,043 180,271,043 9,972,705 170,298,338 263,983,140 93,684,802 Projected $4.3M out-of-pocket exposure Base Case – Projected Net Debt Service Graph (COPs) Preliminary; subject to change.pipersandler.com |9 762 Disclosure pipersandler.com |10 Piper Sandler is providing the information contained herein for discussion purposes only in anticipation of being engaged to serve as underwriter or placement agent on a future transaction and not as a financial advisor or municipal advisor. 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