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HomeMy WebLinkAbout2020-06-09 VLHA Meeting AgendaTOM OF VAIL Vail Local Housing Authority Agenda June 9, 2020 3:00 PM Virtual 75 S. Frontage Road - Vail, Colorado, 81657 1. Call to Order 1.1. Virtual Meeting Part I 1.2. Virtual Meeting Part 2 1.3. Call to Order 2. Citizen Participation 2.1. Citizen Participation 3. Approval of Minutes 3.1. VLHA May 26, 2020 Meeting Results 5 Min. 4. Main Agenda 4.1. Middle Creek at Vail — Approval of Amended Operating Agreement and 15 Min. Determination of Benefits to Persons of Low Income Presenter: 4.2. Resolution No. 19, Series of 2020, A Resolution Making Findings Regarding Middle Creek Village And Approving An Operating Agreement for Middle Creek Village, LLC Presenter: George Ruther, Housing Director 4.3. Resolution No. 11, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Condominium Unit A, Building 2, Sandstone 70 at Vail, Eagle County, Colorado with a Physical Address of 909 Red Sandstone Road, Unit 2A, Vail Colorado; and Setting Forth Details in Regard Thereto. Presenter: Lynne Campbell, Housing Coordinator 4.4. Resolution No. 12, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Unit 8, Building A, Wren House, Eagle County, Colorado with a Physical Address of 5024 Main Gore Drive South, Unit 8A, Vail Colorado; and Setting Forth Details in Regard Thereto. Presenter: Lynne Campbell, Housing Coordinator 4.5. Resolution No. 14, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Unit 6, Vail Heights Condominiums, Eagle County, Colorado with a Physical Address of 2079 Chamonix Lane, Unit 6, Vail Colorado; and Setting Forth Details in Regard Thereto. 5 Min. 5 Min. 5 Min. 5 Min. Presenter: Lynne Campbell, Housing Coordinator 4.6. Resolution No. 15, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Unit No. 13, Aspen Tree Condominiums, Eagle County, Colorado with a Physical Address of 931 Red Sandstone Road, Unit 13, Vail Colorado; and Setting Forth Details in Regard Thereto. Presenter: Lynne Campbell, Housing Coordinator 4.7. Resolution No. 16, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Condominium UnitA-26. The Valley Condominiums, Eagle County, Colorado with a Physical Address of 1524 Buffehr Creek Road, Unit A-26, Vail Colorado; and Setting Forth Details in Regard Thereto. Presenter: Lynne Campbell, Housing Coordinator 4.8. Resolution No. 17, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Condominium Unit A-8, Heather of Vail Condominiums, Eagle County, Colorado with a Physical Address of 5197 Black Gore Drive, UnitA-8, Vail Colorado; and Setting Forth Details in Regard Thereto. Presenter: Lynne Campbell, Housing Coordinator 4.9. Resolution No. 18, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type 111 Deed Restriction) in the Town of Vail Legally Described as Condominium Unit 8, Columbine West Condominiums, Eagle County, Colorado with a Physical Address of 2823 Kinnikinnick Road, Unit 8, Vail Colorado; and Setting Forth Details in Regard Thereto. Presenter: Lynne Campbell, Housing Coordinator 4.10. EHU Compliance Enforcement Policy Recommendation Presenter: George Ruther, Housing Director 5. Matters from the Chairman and Authority Members 5.1. Matters from the Chairman and Authority Members Presenter: Steve Lindstrom, Chairman 6. Executive Session 6.1. Executive Session per C.R.S. §24-6-402(4)(a)(e) - to discuss the purchase, acquisition, lease, transfer, or sale of property interests and to determine positions, develop a strategy and instruct negotiators, regarding: submitted Vail InDEED applications and program details. Presenter: Lynne Campbell, Housing Coordinator 7. Any Action as a Result of Executive Session 7.1. Action as a Result of Executive Session 5 Min. 5 Min. 5 Min. 5 Min. 5 Min. 10 Min. 10 Min. 30 Min. 8. Adjournment 8.1. Adjournment 5:00 PM (estimated time) 9. Future Agenda Items 9.1. • Incentives for Long Term Rentals in the Town of Vail • Housing Sites Discussion • Land Banking (sale of GRFA) • Public Health Housing Incentive, Eagle County Health 10. Next Meeting Date 10.1. Next Meeting Date June 23, 2020 Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website www.vailgov.com. All housing authority meetings are open to the public. Times and order of agenda are approximate, subject to change, and cannot be relied upon to determine at what time the Vail Local Housing Authority will discuss an item. Please call (970) 479-2150 for additional information. Please call 711 for sign language interpretation 48 hours prior to meeting time. Housing Department TOWN O!F N` IL' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: VLHA May 26, 2020 Meeting Results ATTACHMENTS: Description VLHA May 26, 2020 Meeting Results TOWN O VANN: ' Vail Local Housing Authority Meeting Results May 26, 2020 3:00 PM Virtual 75 S. Frontage Road - Vail, Colorado, 81657 1. Call to Order 1.1. Virtual Meeting Part 1 1.2. Virtual Meeting Part 2 1.3. Call to Order A quorum being present Greg Moffet called the meeting to order at 3:14PM. Authority members present are Moffet, Morales, McDougall, Wilkins; Ruther and Campbell from staff. Lindstrom arrived at 3:30PM. 1.4. Swearing in New Vail Local Housing Authority Member Steve Lindstrom Stephanie Bibbens, Deputy Town Clerk swore in Lindstrom for a 5 -year term. 2. Citizen Participation 2.1. Citizen Participation Jeff Babb, John Plack joined the meeting to listen. 3. Approval of Minutes 3.1. VLHA April 28, 2020 Meeting Results MOTION: WILKINS SECOND: MORALES VOTE: 4-0 APPROVED 4. Main Agenda 4.1. Appointment of VLHA Chairperson Moffet nominated Lindstrom. MOTION: MOFFET SECOND: MORALES VOTE: 4-0 APPROVED 4.2. 2019 EHU Compliance Update Presenter: Lynne Campbell, Housing Coordinator Campbell provided an update on the 2019 EHU annual compliance noting there are 17 owners non-compliant as of May 22nd and of those 15 are repeat offenders. Next step is to work with the Police department to write and issues summons to appear in court. Ruther updated VLHA regarding resale and under contract by TOV to purchase and TOV will resell unit through lottery. Moffet asked what we need to do to remove owner. Ruther noted the Town has a mutually agreed contract. If they don't move forward it will be breach of contract. Wilkins said get word out action is being taken. Reach out to past delinquencies regarding new policy. The Authority wants to see consequences. The Town is working toward remedies which are administrative I nature. Discussion ensued about penalty options. Ruther said the Housing department needs to get with Town Attorney's to implement new financial process. 4.3. Resolution No. 13, Series of 2020, A Resolution Approving an Amended Ground Lease Between the Town of Vail, Vail Local Housing Authority and Middle Creek Village LLC. Presenter: George Ruther, Housing Director Ruther provided overview of resolution 13. The Authority is one of the 3 parties in the triparty agreement which includes Middle Creek Village LLC and the Town of Vail. The Authority has a 1/10th of 1% interest of the development property of middle creek village which entitles the Authority to 1/2 of a percent (0.005%) of the monthly gross rents collected. Coughlin and Company have requested to refinance their debit. Many requirements of the Low -Income Tax Credit (LITCH) obligation expire after 15 years if bought out by ownership group. Coughlin and Company are restructuring their debt to become sole property owner with one lender. To achieve this the lease area needs to be amended, removing the land area under the Children's Garden of Learning. Improvements will remain with a smaller parcel. An ingress/egress easement will be added, removal of all obsolete and non -pertinent language from current agreements. It remains a triparty agreement with 100% of property deed restricted. expire March 1, 2056 as originally intended. The Town retains land ownership. VLHA continues to receive $1 per year plus 1/2% of gross rent revenues. Because VLHA is third party they must approve changes which moves forward to the Council for review and approval. The final resolution will be brought back for the Authority approval. Moffet asked if the Authority remains party to decisions made on the daycare site. No per Ruther. The amendment creating Lot 3 becomes part of town ownership and no longer part of the Authority's purview. Ruther believes Lot 3, CGL, will most likely come back before the Authority for future consideration. MOTION: MORALES SECOND: MCDOUGALL VOTE: 4-0 APPROVED 4.4. Vail Local Housing Authority Semi -Annual Update Presenter: George Ruther, Housing Director Ruther provided update regarding progress made. On June 2, 2020 the Housing department will share updates on Vail InDEED, long term incentives, Middle Creek Village LLC amended ground lease and any other actions taken in the last 6 months. Morales asked that the compliance information be added to the update as well. 5. Matters from the Chairman and Authority Members 5.1. Matters from the Chairman and Authority Members Presenter: Steve Lindstrom, Chairman Lindstrom noted a property out by airport went under contract to outside area party. Moffet motioned to exit the regular meeting and enter executive session. MOTION: MOFFET 6. Executive Session SECOND: MORALES VOTE: 5-0 APPROVED 6.1. Executive Session per C.R.S. §24-6-402(4)(a)(e) - to discuss the purchase, acquisition, lease, transfer, or sale of property interests and to determine positions, develop a strategy and instruct negotiators, regarding: submitted Vail InDEED applications and program details. Presenter: Lynne Campbell, Housing Coordinator Moffet motioned to exit executive session and reenter the regular meeting. MOTION: MOFFET SECOND: MORALES VOTE: 5-0 APPROVED The Authority reentered the regular meeting, Wilkins departed the meeting after the Authority adjourned executive session. 7. Any Action as a Result of Executive Session 7.1. Action as a Result of Executive Session McDougall motioned to direct staff to move forward with Vail InDEED applications as discussed in executive session. MOTION: MCDOUGALL SECOND: MORALES VOTE: 4-0 APPROVED 8. Adjournment 8.1. Adjournment 5:00 PM (estimated time) Moffet motioned to adjourn the meeting at 4:05PM. MOTION: MOFFET SECOND: MORALES VOTE: 4-0 APPROVED 9. Future Agenda Items 9.1. Future Agenda Items • Incentives for Long Term Rentals in the Town of Vail • Housing Sites Discussion • Land Banking (sale of GRFA) • Public Health Housing Incentive, Eagle County Health 10. Next Meeting Date Next Meeting Date June 9, 2020 Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website www.vailgov.com. All housing authority meetings are open to the public. Times and order of agenda are approximate, subject to change, and cannot be relied upon to determine at what time the Vail Local Housing Authority will discuss an item. Please call (970) 479-2150 for additional information. Please call 711 for sign language interpretation 48 hours prior to meeting time. Housing Department (0 TOWN OF N` ,IL' VAIL LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Middle Creek at Vail —Approval of Amended Operating Agreement and Determination of Benefits to Persons of Low Income (11 TOWN OF N` ,IL' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 19, Series of 2020, A Resolution Making Findings Regarding Middle Creek Village And Approving An Operating Agreement for Middle Creek Village, LLC ATTACHMENTS: Description Resolution No. 19, Series of 2020 Amended and Restated Operating Agreement for Middle Creek Village LLC VAIL LOCAL HOUSING AUTHORITY RESOLUTION NO. 19 SERIES 2020 A RESOLUTION MAKING FINDINGS REGARDING MIDDLE CREEK VILLAGE AND APPROVING AN OPERATING AGREEMENT FOR MIDDLE CREEK VILLAGE, LLC WHEREAS, the Town of Vail (the "Town") is the owner of certain real property more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, on January 15, 2002, the Vail Local Housing Authority (the "VLHA"), as special agent for the Town, and Coughlin & Company, Inc., a Colorado corporation, entered into a Land Lease Agreement (the "Original Lease") for the purpose of granting Coughlin & Company, Inc. a leasehold estate in the Property upon which to design, develop, build, own and operate a multi -family rental housing development (the "Project"); WHEREAS, construction of the Project was completed in January 2005; WHEREAS, with the consent of the Town and the VLHA, Coughlin & Company, Inc. assigned the Original Lease to Middle Creek Village, LLC; WHEREAS, Middle Creek Village, LLC is refinancing the Project; WHEREAS, because the Property is currently owned by the Town, the Property is exempt from property taxation; WHEREAS, Middle Creek Village. LLC seeks to continue the existing property tax exemption for the Property; WHEREAS, to continue the property tax exemption from the Eagle County Assessor, the VLHA must find that the Project substantially benefits persons of low income as determined by the VLHA; WHEREAS, to continue the property tax exemption from the Eagle County Assessor, the VLHA will also accept a nominal ownership interest in the entity that will act as the master lessee of the Property, which entity is Middle Creek Village, LLC; and WHEREAS, for the VLHA to accept an ownership interest in Middle Creek Village, LLC, the VLHA must approve the Operating Agreement for Middle Creek Village, LLC. 1 6/4/2020 S:IHOUSINGIBOARDSIVAIL LOCAL HOUSING AUTHORITYIRESOLUTIONSI202012020-19 RESOLUTION MIDDLE CREEK OA- R060420.DOCX NOW THEREFORE BE IT RESOLVED BY THE VAIL LOCAL HOUSING AUTHORITY THAT: Section 1. The VLHA hereby finds and determines, based on the terms of the recorded deed restriction and the evidence presented at the June 9, 2020 meeting of the VLHA Commissioners, that the Project substantially benefits persons of low income. Section 2. The VLHA hereby finds that it is in the best interest of the public health, safety and welfare for the VLHA to accept an ownership interest in Middle Creek Village, LLC. Section 3. Based on the foregoing findings, the VLHA hereby approves the Operating Agreement for Middle Creek Village, LLC in substantially the form attached hereto, subject to final approval by the VLHA's General Counsel, and upon such approval, the Chair is authorized to execute such Operating Agreement. INTRODUCED, PASSED AND ADOPTED this 9t" day of June, 2020 ATTEST: Secretary 2 Steve Lindstrom, Chair 6/4/2020 S:IHOUSINGIBOARDSIVAIL LOCAL HOUSING AUTHORITYIRESOLUTIONSI202012020-19 RESOLUTION MIDDLE CREEK OA- R060420.DOCX AMENDED AND RESTATED OPERATING AGREEMENT for MIDDLE CREEK VILLAGE, LLC a Colorado Limited Liability Company dated as of , 2020 U S.128083925.05 TABLE OF CONTENTS Page 1. GENERAL 1 1.1 Purpose of Agreement. 1 1.2 Purpose of the Company. 1 1.3 Powers. 2 1.4 Duration. 2 2. OFFICES 2 2.1 Principal Office 2 2.2 Registered Agent and Office. 2 3. MEMBERS 2 3.1 Members. 2 3.2 Limited Liability of Members. 2 3.3 Restrictions on Transfer or Encumbrance of Interest. 3 4. MANAGEMENT OF COMPANY 4 4.1 Management by Manager. 4 4.2 Managers. 4 4.3 Powers of Manager. 4 4.4 Responsibilities of Manager. 4 4.5 Transactions with Members and Affiliates of Members. 4 4.6 Authority to Bind Member. 4 4.7 Confirmation of Authority 4 4.8 Third Parties. 5 5. [INTENTIONALLY OMITTED] 5 6. FINANCIAL MATTERS 5 6.1 Intentionally Omitted 5 6.2 Capital Contributions 5 6.3 Interest on Capital Contributions 5 6.4 Capital Accounts. 5 6.5 Allocation of Profits and Losses 5 6.6 Intentionally Omitted 7 7. DISTRIBUTIONS AND PAYMENTS 7 7.1 Order of Distributions 7 i 7.2 Order of Distributions and Payments. 7 7.3 Limits on Distributions. 7 8. INDEMNIFICATION 7 8.1 Indemnity 7 8.2 Determination to Indemnify. 8 8.3 Insurance 8 8.4 Expense Advances. 8 8.5 Provisions Nonexclusive. 8 8.6 Employees and Agent. 8 8.7 Inurement 9 8.8 Indemnification of VLHA. 9 9. RECORDS, FISCAL YEAR, AND REPORTS 9 9.1 Records. 9 9.2 Tax Returns, Accounting and Partnership Representative. 9 9.3 Fiscal Year. 10 9.4 Bank Accounts 10 10. DISSOLUTION, LIQUIDATION AND TERMINATION 10 10.1 Events of Dissolution 10 10.2 Liquidation of the Company. 11 10.3 Provisions for Contingencies. 11 10.4 Distributions in Kind 11 10.5 Termination. 11 11. CERTAIN COVENANTS 12 11.1 Other Activities of Members. 12 11.2 Single Asset Entity 12 12. VLHA PROVISIONS 13 12.1 General. 13 12.2 VLHA Authority. 13 12.3 VLHA Withdrawal 13 12.4 Term of VLHA Membership. 14 12.5 Successor Company. 14 13. MISCELLANEOUS 14 13.1 Notices. 14 ii 13.2 Days. 14 13.3 Successors. 15 13.4 Remedies. 15 13.5 Governing Law. 15 13.6 Amendment and Waiver. 15 13.7 Counterparts. 15 13.8 Severability. 15 13.9 Further Assurances 15 13.10 Entire Agreement. 15 iii AMENDED AND RESTATED OPERATING AGREEMENT OF MIDDLE CREEK VILLAGE, LLC THIS AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") is entered into as of the day of , 2020 (the "Effective Date"), by MIDDLE CREEK MANAGEMENT, LLC, a Colorado limited liability company ("MCM"), and VAIL LOCAL HOUSING AUTHORITY, a Colorado housing authority ("VLHA"). MCM and VLHA are sometimes collectively referred to herein as the "Members." RECITALS WHEREAS, the Company was formed on November 16, 2001 by the filing of its Articles of Organization with the Office of the Colorado Secretary of State; and WHEREAS, the Company has been operating pursuant to its Operating Agreement, dated as of , as amended; and WHEREAS, MCM has acquired 100% of the interest in the Company's previous investor member at a closing on , 2020; and WHEREAS, as a result of such acquisition, MCM and VLHA are the only remaining members of the Company; and WHEREAS, MCM and VLHA desire to enter into this Agreement to set forth their relative roles, responsibilities, powers and rights with respect to the Company. AGREEMENT In consideration of the promises and agreements set forth herein, the sufficiency of which is hereby acknowledged, both parties do hereby promise and agree as follows: 1. GENERAL 1.1 Purpose of Agreement. This agreement constitutes the Agreement of all the Members of Middle Creek Village, LLC (the "Company") as to the affairs of the Company and the conduct of its business. This Agreement shall be controlled by the Colorado Limited Liability Company Act, C.R.S. Sections 7-80-101, et seq., as amended (the "Act"), and the Articles of Organization of the Company as filed with the Secretary of State of Colorado (the "Articles"). 1.2 Purpose of the Company. The purpose of the Company is: (a) Ownership of the Project. (i) to own, manage, finance, refinance and lease an affordable housing project in Vail, Colorado known as Middle Creek Village (the "Project"), and (ii) to take all actions necessary or incidental thereto. 1 (b) Other Actions. To engage in any other lawful business, purpose, or activity for which a limited liability company may be organized under the Act. (c) The Company's business may be changed only with the prior consent of all Members, including VLHA. 1.3 Powers. The Company shall have all of the powers of a limited liability company set forth in the Act. 1.4 Duration. The Company shall continue until it is terminated pursuant to Section 10 of this Agreement. 2. OFFICES 2.1 Principal Office. The Company's principal office shall be at 140 E. 19th Avenue, Suite 700, Denver, Colorado 80203, but the Manager may keep and maintain offices wherever the business of the Company may require and move the principal office as determined by the Manager. 2.2 Registered Agent and Office. The Company shall continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with the registered office. The Manager may change the Company's registered office, its registered agent, or both, upon filing a statement as specified by law in the office of the Secretary of State of Colorado. 3. MEMBERS 3.1 Members. Except as set forth below, MCM and VLHA shall be the only Members of the Company. The address of each Member is set forth on the Schedule of Members attached hereto as Exhibit B (the "Schedule of Members"). Each Member's interest in the Company, as an owner and member in the Company, is hereinafter called an "Interest." Each Member's Interest shall include all of such Member's interest in the Company. MCM shall own 99.99% of the Interests in the Company and VLHA shall own .01% of the Interests in the Company (the "Ownership Percentages"). The Manager may admit one or more additional members to the Company for such contributions as the Manager determines to be in the Company's best interests' provided, however, that no such admission shall reduce VLHA's interest in the Company to below 0.01%. 3.2 Limited Liability of Members. As provided in the Act, Members of the Company shall not be personally liable, directly or indirectly, including by way of indemnification, contribution, or otherwise under a judgment, decree, or order of the court, or in any other manner, for a debt, obligation, or liability of or chargeable to the Company, whether arising in contract, tort, or otherwise, solely by reason of being or having been a Member of the Company. 2 3.3 Restrictions on Transfer or Encumbrance of Interest. (a) No Encumbrance. No Interest of either Member may be pledged or otherwise encumbered without the prior written consent of the Manager, which the Manager may withhold in its sole discretion. (b) Limitations on Transfers. No Interest of either Member may be transferred without the prior written consent of the Manager , which, except as provided in Sections 3.3.2.1, 3.3.2.2, 12 and Subsection (ii) below, the Manager may withhold in its sole discretion. (i) The Manager shall not unreasonably withhold its consent to the transfer of all or a portion of MCM's Interest to an Affiliate (as defined in Section 3.3.2.3) of MCM. The Manager shall not unreasonably withhold its consent to the transfer of VLHA's entire Interest to an Affiliate of VLHA. (iii) "Affiliate" as used herein shall refer to (i) in the case of MCM, Michael Coughlin or Dennis J. Coughlin, persons in their immediate families or trusts established for such persons, or an entity owned or controlled by either or both of them and/or such persons and trusts, and (ii) in the case of VLHA, an entity owned or controlled by VLHA. (iv) Any proposed transfer of a Member's Interest shall be subject to the approval or consent of any lender, if such approval or consent is required by the applicable loan documents. (c) Status of Transferee and Transferor. In the event of any transfer of a Member's Interest or any part thereof, unless otherwise agreed in writing by the Manager, the transferee shall not become a Member, but the transfer shall entitle the transferee to receive only the distributions and to share in the allocation of profits and losses to which the transferring Member would be entitled as to the Interest or part thereof transferred. If the entire Interest of a Member is transferred, that Member shall cease to be a Member and shall cease to have any further right or interest under this Agreement, except for any rights and interests accrued prior to the transfer. Unless the transferee is admitted as a Member, the transferring Member shall not be relieved of any obligations under this Agreement, and the transferee and the transferring Member shall both be responsible for the performance of all of the obligations of the transferring Member under this Agreement. (d) Meetings of Members. The Members may, but are not required to, establish regular meeting dates and requisite notice requirements, adopt rules of procedure they deem consistent herewith, and meet by means of telephone or similar communications equipment. Each Member shall have the right to call a special meeting of the Members by giving not less than seven (7) days' advance written notice of the time, date, and location of 3 such meeting to the other Member. Notice of any meeting may be waived in writing or by attending the meeting and shall be waived by attending the meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting. 4. MANAGEMENT OF COMPANY 4.1 Management by Manager. The Company shall be managed by the Manager. 4.2 Managers. MCM (and any successor of MCM as a Member under this Agreement) shall be the manager of the Company (the "Manager"). 4.3 Powers of Manager. The Manager shall function as the chief executive of the Company and, subject to those actions specified in Section 4.4 of this Agreement and any other applicable provision of this Agreement which require joint consent and approval of the Members, shall have the power and authority to take all day to day actions in the ordinary course of business on behalf of the Company without first having to obtain the approval or consent of the Members. 4.4 Responsibilities of Manager. Except as otherwise specifically provided in this Agreement, the Manager shall be responsible for taking all acts on behalf of the Company that are necessary to carry out the purposes of the Company in accordance with the terms of this Agreement. In executing such responsibility, the Manager shall exercise judgment and discretion in such ways as are reasonable to fulfill the purposes of the Company. 4.5 Transactions with Members and Affiliates of Members. A Member or Manager may lend money to, borrow money from, act as surety, guarantor, or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a Member or Manager. 4.6 Authority to Bind Member. Except as expressly provided herein, no Member (other than a Member acting in its capacity as Manager) shall have any authority to act for, or to assume any obligation or responsibility on behalf of, the Company or the other Member. In addition to the other remedies specified in this Agreement, each Member agrees to indemnify and hold the Company and the other Member harmless from and against any claim, demand, loss, damage, liability, or expense of any kind or nature whatsoever, including attorneys' fees, incurred by or against the Company or such other Member and arising out of or resulting from any action taken by the indemnifying Member in violation of this Agreement. 4.7 Confirmation of Authority. Each Member shall, from time to time, execute and deliver to the Managers any instrument reasonably requested by the Manager to confirm to any third party the authority of the Manager, consistent with the provisions of this Agreement, to act on behalf of the Company. 4 4.8 Third Parties. No third party dealing with the Company shall be required to inquire as to the authority of the Manager to act on behalf of the Company, but all such parties shall be entitled to rely on the Manager's representation of the Manager's authority to act on behalf of the Company. 5. [INTENTIONALLY OMITTED] 6. FINANCIAL MATTERS 6.1 Intentionally Omitted. 6.2 Capital Contributions. Neither MCM nor VLHA shall be required to contribute any funds upon the execution of this Agreement and its capital contribution shall continue to be the same as it was prior to the execution of this Agreement, including as a result of MCM's acquisition of the investor member's interest. (a) Additional Capital Contributions. No Member shall be required to make any additional capital contributions to the Company, although with the Manager's Consent, Members may do so. 6.3 Interest on Capital Contributions. No interest shall be paid on any contribution to the capital of the Company. 6.4 Capital Accounts. The Company shall maintain for each Member a separate capital account ("Capital Account") in accordance with the rules prescribed pursuant to Sections 704(b) and (c) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, including but not limited to Treasury Regulations Section 1.704-1(b)(2)(iv). 6.5 Allocation of Profits and Losses. 6.5(d) hereof: (a) Profits and Losses. Except as provided in Sections 6.5(b), 6.5(c) and (i) Profits. Profits, whether from operations, or from the sale or other disposition of the Project or any part thereof, shall be allocated to the Members in proportion to their Ownership Percentages. (ii) Losses. Losses for any fiscal year, whether attributable to operations, or from the sale or other disposition of the Project or any part thereof shall be allocated to the Members in proportion to their Ownership Percentages. (iii) Profits and Losses Defined. "Profits" or "Losses" means, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, 5 determined in accordance with Section 703(a) of the Code; provided however, that any items which are specially allocated pursuant to Section 6.5(c) and 6.5(d) hereof shall not be taken into account in computing Profits and Losses. For this purpose, all items of income, gain, loss, or deduction required to be separately stated pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss. Unless otherwise approved by the Members, the fiscal year for the Company shall be on a calendar year basis. (b) Differences in Basis. In accordance with Section 704(c) of the Code and the applicable Treasury Regulations thereunder, income, gain, loss, deduction and tax depreciation with respect to any property which has a Book Basis different from its adjusted basis as determined for federal income tax purposes shall, solely for income tax purposes (and without adjusting any Member's Capital Account therefor), be allocated among the Members so as to take into account any variation between the adjusted tax basis of such property to the Company and the Book Basis of such property. For purposes of this Agreement, the book basis ("Book Basis") of an asset of the Company shall mean the asset's adjusted tax basis, as determined for federal income tax purposes; provided, however, that (i) if property is contributed to the capital of the Company, the initial Book Basis of such property shall be its fair market value on the date of contribution, as determined in good faith by the Members; (ii) if the Capital Accounts of the Company are adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value of the Company's assets, the Book Basis of each such asset shall be adjusted to equal its fair market value, as determined in good faith by the Members as of the time of such adjustment in accordance with such Regulation; and (iii) the Book Basis of all assets shall be adjusted thereafter by depreciation and amortization as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(g). (c) Limitation of Losses. Notwithstanding anything else contained in this Agreement, Losses allocated to any Member pursuant to Section 6.5(a)(ii) of this Agreement shall not exceed the maximum amount of Losses that may be allocated without causing such Member to have an Adjusted Capital Account deficit at the end of the Fiscal Year for which the allocation is made; in such event, Losses shall be allocated only to Members with positive Adjusted Capital Accounts until all Members' Adjusted Capital Accounts have been reduced to zero or are negative, and thereafter all Losses shall be allocated to the Members in the ratio of their Ownership Percentages. For purposes of this determination, an "Adjusted Capital Account" with respect to any Member means, the balance, if any, in such Member's Capital Account as of the end of any Fiscal Year after giving effect to the following adjustments: (i) credit to such Capital Account the sum of (A) any amount which such Member is obligated to restore to such Capital Account pursuant to any provision of this Agreement, plus (B) an amount equal to such Member's share of Partnership Minimum Gain as determined under Treasury Regulation Section 1.704-2(g)(1) and such Member's share of Partner Nonrecourse Debt Minimum Gain as determined under Treasury Regulation Section 1.704-2(i)(5), plus (C) any amounts which such Member is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704- 6 1(b)(2)(ii)(c); and (ii) debit to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). Notwithstanding the provisions of Section 6.5(a), in the event that at any time any Losses have been allocated to any Member pursuant to this Section 6.5(c), all Profits arising thereafter shall first be specially allocated to the Members who received allocations of Loss pursuant to this Section 6.5(c) (in proportion to the maximum allocation to which each such Member is then entitled under this Section 6.5(c)) until the aggregate amount of Profits specially allocated to each such Member pursuant to this Section 6.5(c) equals the aggregate amount of Loss theretofore allocated to such Member pursuant to this Section 6.5(c). (d) Adjustment of Capital Accounts. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain or loss and such gain or loss shall be specially allocated to the Members in accordance with Treasury Regulations Section 1.704- 1(b )(2)(iv)(m). 6.6 Intentionally Omitted. 7. DISTRIBUTIONS AND PAYMENTS 7.1 Order of Distributions. The Company shall, from time to time, make distributions to the Members in the amounts that the Manager determines are not needed and are not reasonably expected to be needed for normal operating expenses of the Company, for payment of Company obligations or for establishing reasonable reserves for such expenses and obligations, for any warranty reserves, or for any other need of the Company then reasonably anticipated. 7.2 Order of Distributions and Payments. Distributions and payments by the Company shall be made to the Members in proportion to their Ownership Percentages. 7.3 Limits on Distributions. As provided in the Act, a Member may not receive a distribution from the Company to the extent that, after giving effect to the distribution, all of the liabilities of the Company, other than liabilities to Members on account of their Interests in the Company and liabilities for which the recourse of creditors is limited to specified property of the Company, would exceed the fair value of the assets of the Company; provided, however, that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of that property exceeds that liability. 8. INDEMNIFICATION 8.1 Indemnity. The Company shall indemnify any person or entity who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (all of which are hereinafter called "Actions"), if both: 7 (a) The person or entity acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Action or proceeding, had no reasonable cause to believe its conduct was unlawful and the actions of the person or entity to be indemnified did not constitute gross negligence or intentional misconduct; and (b) The Action arose by reason of the fact that the person or entity is or was a Member or Manager of the Company or an Affiliate. The indemnity by the Company shall be against all or any part of the reasonable costs of defending the Action (including reasonable attorneys' fees) and against liabilities, judgments, fines, and amounts reasonably paid in settlement of the Action. This Section shall not be construed to require any indemnification of a Member or Manager by VLHA. 8.2 Determination to Indemnify. Any indemnification under this Section 8 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person or entity has met the applicable standard of conduct set forth herein. Such determination shall be subject to the approval of all Members, which approval shall not be unreasonably withheld. 8.3 Insurance. The Company shall have power to purchase and maintain insurance in such amounts as the Manager deems appropriate on behalf of any person who is or was a Member or Manager of the Company or an Affiliate thereof against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Section 8, the Act, or any other applicable law. 8.4 Expense Advances. Expenses (including attorneys' fees) incurred by a Member or Manager in defending any Action may be paid by the Company in advance of the final disposition of such Action upon receipt of an undertaking by or on behalf of the Member or Manager, as the case may be, to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section 8. 8.5 Provisions Nonexclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Section 8 shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled, under any other Agreement, insurance policy, statute, or otherwise, both as to actions in his capacity as a Member or the Manager and as to actions while serving in another capacity at the request of the Company. 8.6 Employees and Agent. To the same extent as it is required or permitted to do for a Member, the Company shall be required and permitted to indemnify and advance expenses to, and to provide insurance for, a person who is not or was not a Member of the Company but who is or was an employee or agent of the Company, a Member, or a 8 Manager, or who was or is serving at the request of the Company as an employee, director, officer, member, manager, or agent of another corporation, partnership, joint venture, trust, association, or other entity. 8.7 Inurement. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 8 shall continue as to a person who has ceased to be a Member of a Manager and shall inure to the benefit of the heirs, executors, and administrators of such person. 8.8 Indemnification of VLHA. The Company and the Manager, jointly and severally, shall indemnify, defend, and hold harmless VLHA and its agents, employees, officers, directors, commissioners and attorneys from any and all claims, costs, damages, expenses, liabilities and losses, including without limitation attorney's fees, (collectively, "Costs") arising out of or resulting from VLHA's being a Member of the Company, except to the extent such Costs arise out of or result from VLHA's gross negligence, willful misconduct, or knowing violation of law. 9. RECORDS, FISCAL YEAR, AND REPORTS 9.1 Records. The Company shall keep at the principal office of the Company, (a) true and full information regarding the status of the business and financial condition of the Company, including without limitation detailed and accurate accounting and other bookkeeping records for the Company; (b) a current list of the full name and last known business, residence or mailing address of each Member and of the Manager; (c) a copy of this Agreement and the Articles and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and any certificate and all amendments thereto have been executed; (d) copies of the Company's federal, state, and local income tax returns and reports, if any; and (e) true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member. Such records are subject to the inspection and copying at the reasonable request, and at the expense, of any Member during ordinary business hours. The Manager shall be responsible for the maintenance of all such books and records. 9.2 Tax Returns, Accounting and Partnership Representative. (a) Partnership Representative. MCM shall be the Company's "partnership representative", as defined in Code Section 6223 (the "Partnership Representative"). The Partnership Representative shall cause all federal, state and local reports for the Company to be prepared and to be timely filed with the appropriate authorities, including without limitation all reports required by licenses and permits, sales and use tax reports, income tax withholding reports, FICA tax reports, unemployment compensation reports, information reports, and similar reports, and shall cause all payments required thereunder to be made by the Company from the Company's funds. All costs 9 incurred in performing such duties shall be charged to and treated as expenses of the Company. (b) Infonnation for Members. The Partnership Representative shall cause to be provided to each Member, information required for the preparation of a Member's income tax returns as soon as possible after the close of the Company's fiscal year. The Partnership Representative shall forward to each Member copies of any correspondence received from a taxing authority in its capacity as Partnership Representative within ten business days of receipt. The Partnership Representative shall keep the Members reasonably informed of the progress of any tax proceeding in connection with the Company. (c) Authority; Liability. The Partnership Representative shall not, without the prior approval of the Members, make any election or take any action permitted to be taken by the Partnership Representative under the Code or Treasury Regulations, including but not limited to an election under Code Section 6226, filing an administrative adjustment request under Code Section 6227, tiling suit under Code Section 6234, settling any tax disputes with the Internal Revenue Service or other taxing authority, and extending the period of limitations for adjustment of tax. Subject to the foregoing, the Partnership Representative is authorized to (i) employ, at the Company's cost and expense, such accountants, attorneys and agents as it, in its sole discretion, deems necessary or appropriate, (ii) represent the Company and its Members before taxing authorities of courts of competent jurisdiction in tax matters affecting the Company or its Members, (iii) to execute agreements or other documents that bind, or otherwise affect the rights of, the Company or its Members with respect to tax matters, and (iv) execute extensions of the statute of limitations for the Company or powers of attorney binding upon the Company. The Partnership Representative shall keep all Members reasonably informed of any administrative or judicial proceeding with respect to tax matters involving the Company and shall provide each Member with a copy of any document which it receives in its capacity as Partnership Representative within ten days of receipt. Any person who serves as Partnership Representative shall not be liable to the Company or any Member for any action it takes or fails to take as Partnership Representative. 9.3 Fiscal Year. The fiscal year of the Company shall be the calendar year. 9.4 Bank Accounts. The Manager shall arrange for the Company to maintain bank accounts in such banks or institutions as it may determine. Such accounts shall be drawn upon by checks signed by such person or persons, and in such manner, as may be designated by the Manager. All monies of the Company shall be deposited in the bank account or accounts of the Company and shall not be commingled with monies of the Members. 10. DISSOLUTION, LIQUIDATION AND TERMINATION 10.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: (a) upon the sale or the disposition of the Project; (b) upon 10 the written Agreement of the Members; or, (c) the entry of a decree of judicial dissolution under the Act. 10.2 Liquidation of the Company. Upon dissolution of the Company, the Company will be liquidated and the affairs of the Company will be wound up in accordance with the Act by the Manager. The Members shall file a statement of intent to dissolve with the Colorado Secretary of State in accordance with the Act. (a) In the event of a dissolution, the assets of the Company shall be applied in the following order: (i) To creditors, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provisions for payment has been made and liabilities for interim distributions to Members pursuant to this Agreement. (ii) Thereafter, to Members as provided in Section 7.2. 10.3 Provisions for Contingencies. The Company shall make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the Company and all claims and obligations which are known to the Company but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available. Any liquidating trustee (including a Manager or a Member acting as a liquidating trustee) winding up the Company's affairs who has complied with this Agreement shall not be personally liable to the claimants of the dissolved Company by reason of such person's actions in winding up the Company. 10.4 Distributions in Kind. All distributions of Company property in kind shall be valued at their fair market value as of the date of distribution, and the amount of any gain or loss that would be realized by the Company if it were to sell such property at such fair market value shall be allocated to the Members in accordance with their Ownership Percentages. No Member may compel a distribution in kind by the Company or may be compelled to accept a distribution of any asset in kind from the Company to the extent that the percentage of the asset distributed to it exceeds a percentage of that asset which is equal to the percentage in which it shares in distribution from the Company. 10.5 Termination. The Managers shall file Articles of Dissolution with the Colorado Secretary of State in accordance with the Act to accomplish the cancellation of the Articles of Organization upon dissolution and the completion of winding up of the Company. 11 11. CERTAIN COVENANTS 11.1 Other Activities of Members. Both Members recognize that each Member has other business activities, including activities that may compete with the Project. No Member shall be prohibited hereby from engaging in such activities or from expending such resources in connection with such activities as such Member determines. 11.2 Single Asset Entity. Until the loan contemplated by the Mutlifamily Loan and Security Agreement between the Company and CBRE Multifamily Capital, Inc, (the "Mortgage Loan") is paid in full, the Company will remain a "Single Asset Entity," which means at all times it will satisfy each of the following conditions: (a) It will not own or lease any real property, personal property, or assets other than the Project; (b) It will not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Project; (c) It will not have any material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other agreement or instrument to which it is a party, or by which it is otherwise bound, or to which the Project is subject or by which it is otherwise encumbered, other than: (1) unsecured trade payables incurred in the ordinary course of the operation of the Project (exclusive of amounts for rehabilitation, restoration, repairs, or replacements of the Project) that (i) are not evidenced by a promissory note and (ii) are payable within sixty (60) days of the date incurred; and (2) obligations as lessee under the ground lease for the Project; and (3) obligations contemplated by the Mortgage Loan. (d) It will maintain its financial statements, accounting records, and other limited liability company documents, as the case may be, separate from those of any other Person (unless its assets have been included in a consolidated financial statement prepared in accordance with generally accepted accounting principles); (e) It will not commingle its assets or funds with those of any other Person unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person; (f) operations; It will be adequately capitalized in light of its contemplated business (g) It will not assume, guarantee, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the 12 Mortgage Loan, or held out its credit as being available to satisfy the obligations of any other Person; (h) It will not make loans or advances to any other Person; (i) It will not enter into, and will not be a party to, any transactions with any Affiliate, except in the ordinary course of business and on terms which are not more favorable to any such Affiliate than would be obtained in a comparable arm's length transaction with an unrelated third party; and It will not divide into two or more Persons. 12. VLHA PROVISIONS 12.1 General. In the event of any inconsistencies between the terms of this Section 12 and the other terms of this Agreement, the terms of this Section 12 shall control. 12.2 VLHA Authority. The Members acknowledge: (i) that VLHA is a Colorado governmental entity with the limited powers and authority set forth in C.R.S. §29-4-201, et seq. (the "Housing Authority Law"); (ii) that VLHA cannot continue to be a Member if the Company expands its business into areas that do not qualify as housing project under the Housing Authority Law; (iii) that VLHA can never be liable for any debt, loan or other obligation of the Company or any of its Members; (iv) that VLHA can never be named as an obligee on any debt, loan or other obligation of the Company or any of its Members; and (v) that VLHA can only act by resolution or motion of its Board occurring at a properly noticed public meeting. Further, except as otherwise expressly set forth in this Agreement, VLHA shall be a nonvoting Member with no authority to bind the Company in any transaction, contract or legal proceeding. 12.3 VLHA Withdrawal. (a) In the event the real estate property tax exemption for the Project is rescinded or revoked in full, the Manager shall notify VLHA in writing thereof (the "Tax Exemption Notice"). VLHA and the Manager shall, within ten (10) days after the date on which VLHA receives the Tax Exemption Notice, enter into an assignment agreement pursuant to which VLHA shall assign to the Manager, free and clear of any and all liens and encumbrances, VLHA's entire Interest in the Company, for the sum of $1. Upon the execution and delivery of such assignment agreement by VLHA and the Manager, VLHA shall no longer be a Member of the Company. (b) In addition, should the Company expand its purposes to include business unrelated to the Project, or expand its business into areas that do not qualify as housing projects under the Housing Authorities Law, VLHA and the Manager shall enter into an assignment agreement pursuant to which VLHA shall assign to the Manager, free and clear of any and all liens and encumbrances, VLHA's entire Interest in the Company, for the sum of $1. Upon the execution and delivery of such assignment agreement by VLHA and the Manager, VLHA shall no longer be a Member of the Company. 13 12.4 Term of VLHA Membership. Should VLHA not withdraw earlier under the terms of this Agreement, VLHA shall be permitted to withdraw from the Company at any time after December 31, 2064. 12.5 Successor Company. If the Company assigns its leasehold interest in the Project to another Colorado limited liability company, or if the Company purchases the real estate under the Ground Lease from the Town of Vail and sells the Project (including the real estate) to another Colorado limited liability company, and such successor Colorado limited liability company requests that VLHA be a member of such company, VLHA agrees to participate as a member of such successor Colorado limited liability company so long as the rights and obligations of VLHA under the operating agreement of any such successor Colorado limited liability company are the same as the rights and obligations of VLHA under this Agreement; provided that VLHA may refuse to join such successor Colorado limited liability company if VLHA determines, in its sole discretion, that VLHA is not authorized by the Housing Authorities Law or other applicable law to be a member of such limited liability company. 13. MISCELLANEOUS 13.1 Notices. Any notice which may be given in connection with the business of the Company or which is provided for in this Agreement shall be given in writing and may be delivered personally or by email (with a confirming copy sent by one of the other specified methods of delivery), commercial courier service, or registered or certified mail, return receipt requested. No notice will be deemed given until actually received or delivery is refused at the address of the notified Member. Notices shall be directed to each Member at its address as set forth in the Schedule of Members or to such other address as such Member may have designated by notice given as herein provided: If to MCM: If to VLHA: Middle Creek Management, LLC 140 East 19th Avenue, Suite 700 Denver, Colorado 80203 13.2 Days. "Days", as used herein, shall mean calendar days, and not business days, for the purpose of calculating the date or dates for certain actions to occur hereunder. Notwithstanding the foregoing, when any date for performance or established as a deadline is a Saturday, Sunday, holiday, or other day on which the national banks in Denver, Colorado are not open for the regular transaction of business, such date shall be extended until the next day on which national banks in Denver, Colorado are open for the regular transaction of business. 14 13.3 Successors. Subject to the restrictions set forth herein on the right of each Member to transfer its Interest in the Company, this Agreement inures to the benefit of and binds each party and their respective successors and transferees. 13.4 Remedies. In the event of any breach or default by either Member or the Manager, in addition to any remedies provided for in this Agreement, the other Member shall be entitled to all remedies normally available at law or in equity. 13.5 Governing Law. The validity and effect of this Agreement shall be determined in accordance with the law of the State of Colorado. 13.6 Amendment and Waiver. No change, modification, waiver, or amendment to this Agreement shall be valid unless the same is in writing and signed by all the Members other than VLHA; provided, however, that this Agreement may not be amended in any manner that would adversely affect VLHA or change the Company's purpose or business unless VLHA consents to such amendment in writing. A waiver of a breach of any provision of this Agreement by a party shall not operate or be construed as a waiver by that party of any subsequent breach. 13.7 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall together constitute one and the same instrument. 13.8 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or lack of enforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 13.9 Further Assurances. Each Member shall from time to time execute and deliver to the other Member or to the Company any instrument reasonably requested by any Member or the Manager to effect or confirm any provision of this Agreement. 13.10 Entire Agreement. This Agreement constitutes the entire Agreement of the parties hereto relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether written or oral. [Signature Page Follows] 15 IN WITNESS WHEREOF, this Amended and Restated Operating Agreement is executed as of the Effective Date first written above. MIDDLE CREEK MANAGEMENT, LLC, a Colorado limited liability company By: Name: Title: VAIL LOCAL HOUSING AUTHORITY, a Colorado housing authority By: Name: Title: Signature Page to Operating Agreement of Middle Creek Village, LLC Exhibit A Schedule of Members and Addresses Exhibit A TOM O!F N` I L' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 11, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Condominium Unit A, Building 2, Sandstone 70 at Vail, Eagle County, Colorado with a Physical Address of 909 Red Sandstone Road, Unit 2A, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 11, Series of 2020 RESOLUTION NO. 11 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS CONDOMINIUM UNIT A, BUILDING 2, SANDSTONE 70 AT VAIL, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 909 RED SANDSTONE ROAD, UNIT 2A, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type 111 Deed Restriction (the "Deed Restriction") on the property legally described as Condominium Unit A, Building 2, Sandstone 70 at Vail, Town of Vail, Eagle County, Colorado with a physical address of 909 Red Sandstone Road, Unit 2A, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $69,500. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 11, Series of 2020 TOM O!F N` I L' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 12, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Unit 8, Building A, Wren House, Eagle County, Colorado with a Physical Address of 5024 Main Gore Drive South, Unit 8A, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 12, Series of 2020 RESOLUTION NO. 12 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS UNIT 8, BUILDING A, WREN HOUSE, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 5024 MAIN GORE DRIVE SOUTH, UNIT 8A, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type 111 Deed Restriction (the "Deed Restriction") on the property legally described as Unit 8, Building A, Wren House, Town of Vail, Eagle County, Colorado with a physical address of 5024 Main Gore Drive South, Unit 8A, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $56,300. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 12, Series of 2020 TOM O!F N` ,il L' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 14, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Unit 6, Vail Heights Condominiums, Eagle County, Colorado with a Physical Address of 2079 Chamonix Lane, Unit 6, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 14, Series of 2020 RESOLUTION NO. 14 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS UNIT 6, VAIL HEIGHTS CONDOMINIUMS, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 2079 CHAMONIX LANE, UNIT 6, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type III Deed Restriction (the "Deed Restriction") on the property legally described as Unit 6, Vail Heights Condominiums, Town of Vail, Eagle County, Colorado with a physical address of 2079 Chamonix Lane, Unit 6, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $58,000. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 14, Series of 2020 (0 TOWN OF N` ,NL' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 15, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Unit No. 13, Aspen Tree Condominiums, Eagle County, Colorado with a Physical Address of 931 Red Sandstone Road, Unit 13, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 15, Series of 2020 RESOLUTION NO. 15 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS UNIT NO. 13, ASPEN TREE CONDOMINIUMS, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 931 RED SANDSTONE ROAD, UNIT 13, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type III Deed Restriction (the "Deed Restriction") on the property legally described as Unit No. 13, Aspen Tree Condominiums, Town of Vail, Eagle County, Colorado with a physical address of 931 Red Sandstone Road, Unit 13, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $61,700. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 15, Series of 2020 (0 TOWN OF N` ,NL' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 16, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Condominium Unit A-26. The Valley Condominiums, Eagle County, Colorado with a Physical Address of 1524 Buffehr Creek Road, Unit A-26, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 16, Series of 2020 RESOLUTION NO. 16 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS CONDOMINIUM UNIT A-26. THE VALLEY CONDOMINIUMS, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 1524 BUFFEHR CREEK ROAD, UNIT A-26, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type 111 Deed Restriction (the "Deed Restriction") on the property legally described as Condominium Unit A-26, The Valley Condominiums, Town of Vail, Eagle County, Colorado with a physical address of 1524 Buffehr Creek Road, Unit A-26, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $101,700. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 16, Series of 2020 (0 TOM OFN`,NL' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 17, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Condominium Unit A-8, Heather of Vail Condominiums, Eagle County, Colorado with a Physical Address of 5197 Black Gore Drive, Unit A-8, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 17, Series of 2020 RESOLUTION NO. 17 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS CONDOMINIUM UNIT A-8, HEATHER OF VAIL CONDOMINIUMS, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 5197 BLACK GORE DRIVE, UNIT A-8, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type III Deed Restriction (the "Deed Restriction") on the property legally described as Condominium Unit A-8, Heather of Vail Condominiums, Town of Vail, Eagle County, Colorado with a physical address of 5197 Black Gore Drive, Unit A-8, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $91,550. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 17, Series of 2020 (0 TOM OFN`,NL' VAI L LOCAL HOUSING AUTHORITYAGENDA MEMO ITEM/TOPIC: Resolution No. 18, Series of 2020, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Condominium Unit 8, Columbine West Condominiums, Eagle County, Colorado with a Physical Address of 2823 Kinnikinnick Road, Unit 8, Vail Colorado; and Setting Forth Details in Regard Thereto. ATTACHMENTS: Description Resolution No. 18, Series of 2020 RESOLUTION NO. 18 Series of 2020 RESOLUTION APPROVING THE PURCHASE OF A DEED RESTRICTION INTEREST IN PROPERTY (TYPE III DEED RESTRICTION) IN THE TOWN OF VAIL LEGALLY DESCRIBED AS CONDOMINIUM UNIT 8, COLUMBINE WEST CONDOMINIUMS, EAGLE COUNTY, COLORADO WITH A PHYSICAL ADDRESS OF 2823 KINNIKINNICK ROAD, UNIT 8B, VAIL COLORADO; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Vail Local Housing Authority (the "Authority"), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority considers it in the interest of the public health, safety and welfare to purchase a Type III Deed Restriction (the "Deed Restriction") on the property legally described as Condominium Unit 8, Columbine West Condominiums, Town of Vail, Eagle County, Colorado with a physical address of 2823 Kinnikinnick Road, Unit 8B, Vail Colorado (the "Property"); and NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The purchase of the Deed Restriction on the Property is hereby approved by the Authority at the maximum purchase price of $95,000. 2. The Chairman of the Vail Local Housing Authority is hereby authorized to execute, on behalf of the Town, an agreement to purchase the Deed Restriction and to take whatever steps are necessary to complete the purchase of the Deed Restriction on the Property. 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail Local Housing Authority of the Town of Vail held this 9th day of June, 2020. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Lynne Campbell, Secretary of the Vail Local Housing Authority Resolution No. 18, Series of 2020