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HomeMy WebLinkAbout2021-07-06 Agenda and Supporting Documentation Town Council Evening Meeting Agenda VAIL TO W N C O U N C IL R E G U L AR ME E T IN G E vening Agenda Town Council Chambers and Vir tual on Zoom 6:00 P M, July 6, 2021 Meeting to be held in Council Chambers and Virtually on Zoom (access H igh Five Access Media livestream day of the meeting) Notes: Times of items are approximate, subject to change, and cannot be relied upon to determine what time Counc il will consider an item. Public c omment will be taken on eac h agenda item. Citizen participation offers an opportunity for c itizens to express opinions or ask questions regarding town services, polic ies or other matters of community concern, and any items that are not on the agenda. Please attempt to keep c omments to three minutes; time limits established are to provide effic iency in the conduct of the meeting and to allow equal opportunity for everyone wishing to speak. 1.Citiz en Participation (10 min.) 1.1.Citizen Partic ipation 2.Any action as a result of executive session 3.Consent Agenda (5 min.) 3.1.Resolution No. 28 Series of 2021 a Resolution of the Vail Town Council Approving a Highway Maintenance Agreement between the Town of Vail and the C olorado Department of Transportation Action Requested of Counc il: A pprove, approve with amendments or deny Resolution No. 28, Series of 2021 Bac kground: The Town of Vail and the Colorado Department of Transportation have had maintenance agreements in plac e sinc e the late 1990’s. The agreement provides for the Town of Vail to be reimbursed for the snow removal and minor asphalt maintenance of the Frontage Roads which are the responsibility of the Colorado Department of Transportation. I n the past, the agreements were executed every 5 years with a one year option whic h C D OT was allowed to request. The current five year term is set to expire. C D OT has now instituted one year maintenance agreements moving forward. The compensation for the one y ear is the same as the previous five years. The Town agreed to this arrangement for one more year due to the fact C D OT c ould have requested the optional year. Staff Rec ommendation: Approve, approve with amendments or deny Resolution No. 28, Series of 2021 3.2.Resolution No. 29, Series of 2021 a Resolution Approving a Contract to Buy and Sell Residential Real Estate July 6, 2021 - Page 1 of 141 Action Requested of Counc il: A pprove, approve with amendments or deny Resolution No. 29, Series 2021 Bac kground: The Town wishes to purc hase the Property pursuant to the terms of the Contract to B uy and Sell Real Estate. Staff Rec ommendation: Approve, approve with amendments or deny Resolution No. 29, Series 2021 3.3.Resolution 30, Series 2021, a Resolution of the Vail Town Council an I ntergovernmental Agreement between the Town of Vail and the Colorado Department of Transportation for Funding Pursuant to the Coronavirus Response and Relief Supplemental Appropriations Act of 2021. Action Requested of Counc il: A pprove, approve with amendments, deny Resolution 30, Series 2021. Bac kground: This is a c ontrac t for Federal Transit reimbursement funds through Colorado Department of Transportation Coronavirus Response and Relief Supplemental Appropriations Ac t of 2021 (C RRS A A). Staff Rec ommendation: Approve, approve with amendments, deny Resolution 30, Series 2021. 3.4.Resolution 31, Series 2021 a Resolution of the Vail Town C ounc il Approving an Amendment to an I ntergovernmental Agreement between the Town of Vail and the Colorado D epartment of Transportation Action Requested of Counc il: A pprove, approve with amendments, or deny Resolution 31, Series 2021 Bac kground: The Town and the Colorado Department of Transportation (“C D OT”) are parties to certain intergovernmental agreement for the design and construction of a berm on the North side of I nterstate 70. The Town and C D OT wish to amend the I GA. Staff Rec ommendation: Approve, approve with amendments, or deny Resolution 31, Series 2021 4.Town Manager Report (10 min.) 5.P resentations / Discussion 5.1.Residences at Main Vail Development Agreement 20 min. Presenter(s): George Ruther, Housing Director Action Requested of Counc il: No action is requested at this time. Staff will return to the Vail Town C ounc il on J uly 20, 2021 for a public hearing on the final development agreement. Bac kground: A summary of the development deal struc ture and development agreement terms for the Residenc es at Main Vail will be presented to c ouncil. During negotiations with Triumph D evelopment, a third development deal structure option was identified. This third option has been disc ussed with Triumph Development and acc epted, subjec t to final terms of a development agreement. A summary of the development agreement terms is outlined in Sec tion I I I of the staff memorandum. Staff Rec ommendation: Listen to the presentation and ask questions, if any, in advanc e of the review of a final development agreement on J uly 20, 2021. 5.2.Disc ussion of Short Term Rental Polic ies 40 min. Presenter(s): Scott Robson, Town Manager; George Ruther, Housing Director; and Kathleen Halloran. Finance Direc tor Action Requested of Counc il: Listen to presentation and ask questions. July 6, 2021 - Page 2 of 141 Bac kground: Ordinance No. 15, Series 2017 established lic ensing regulations on short term rental properties in Vail. Prior to adopting the ordinanc e, the town hired research c onsultants to help identify c ommunity issues and c oncerns, and provide analysis of similar regulations in peer resort areas. Multiple public meetings were hosted, and a large amount of public input was gathered and reported bac k to Council. Below is a quic k rec ap of initial findings and peer resort comparison, along with rec ommendations from the consultants. Staff Rec ommendation: P rovide feedbac k and direction to staff. 6.Action Items 6.1.Ordinanc e No. 14, Series 2021, First reading, An Ordinanc e Authorizing the Transfer of Certain P roperty in the Town's Right-of-W ay for W est Forest Road in the Exchange for Alternate Property, and Approving the Assoc iated Exc hange A greement, all to Ac commodate Construction of Two Residences at 816 W est Forest Road 10 min. Presenter(s): Tom Kassmel, Town Engineer Action Requested of Counc il: A pprove, approve with amendments or deny Ordinanc e No. 14, Series 2021 upon first reading. Bac kground: The Developer at 816 and 826 W est Forest Road has requested a land swap between the Town of Vail's W est Forest Road Right of W ay and a portion of 816 and 826 W est Forest Road property. The land swap would allow the developer to more easily ac cess their property at 816 and 826 W est Forest Road, an extremely steep lot with limited ac cess opportunities. Staff Rec ommendation: Approve, approve with amendments or deny Ordinanc e No. 14, Series 2021 upon first reading 6.2.Village Loading and Delivery Pilot Projec t Update & Permission to Negotiate with 106 W est Logistic s 10 min. Presenter(s): Commander Ryan Kenney, Vail Police D epartment Action Requested of Counc il: Listen to presentation and ask questions. Bac kground: Loading and delivery c ontinues to be an issue in Vail Village. The Town Manager's office has convened at Task Force to address a broad range of issues. Local contractor 106 W est Logistics is uniquely qualified and has worked with our Vail P olice D epartment to draft a pilot program that can be implemented this winter. Staff Rec ommendation: Authorize the Town Manager to negotiate with 106 W est Logistic s on a contrac t pric e to implement a six month load and deliver project in Vail Village during the ski season of 2021/2022. 7.P ublic Hearings 7.1.Ordinanc e No. 13, Series 2021, Second Reading, An Ordinanc e Making Adjustments to the Town of Vail General Fund, Capital Projects Fund, Housing Fund, Real Estate Transfer Tax Fund, Marketing Fund, Heavy Equipment Fund, Dispatc h S ervices Fund, and Residences at Main Vail Fund. 10 min. Presenter(s): Carlie Smith, Financial Services Manager Action Requested of Counc il: A pprove or approve with amendments Ordinanc e No. 13, Series 2021 upon second reading. Bac kground: Please see attached memo. Staff Rec ommendation: Approve or approve with amendments Ordinance No. 13, Series 2021 upon second reading. July 6, 2021 - Page 3 of 141 8.Adjournment 8.1.Adjournment 7:55 pm (estimate) Meeting agend as and materials c an b e ac cess ed prior to meeting d ay o n the Town o f Vail website www.vailgov.c o m. All town counc il meetings will b e s treamed live by High F ive Acc es s Med ia and available fo r pub lic viewing as the meeting is hap p ening. T he meeting vid eo s are als o p o s ted to High F ive Acc es s Media website the week fo llo wing meeting d ay, www.highfivemed ia.org. P leas e c all 970-479-2136 for ad d itional informatio n. S ign language interpretatio n is availab le up o n req uest with 48 ho ur notific ation dial 711. July 6, 2021 - Page 4 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Citizen Participation AT TAC H ME N TS : Description Citizen Participation July 6, 2021 - Page 5 of 141 For the best experience, open this PDF portfolio in Acrobat X or Adobe Reader X, or later. Get Adobe Reader Now! July 6, 2021 - Page 6 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution No. 28 S eries of 2021 a Resolution of the Vail Town C ouncil A pproving a Highway Maintenance Agreement between the Town of Vail and the C olorado Department of Transportation AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments or deny Resolution No. 28, S eries of 2021 B AC K G RO UND: T he Town of Vail and the C olorado D epartment of Transportation have had maintenance agreements in place since the late 1990’s. The agreement provides f or the Town of Vail to be reimbursed for the snow removal and minor asphalt maintenance of the F rontage Roads which are the responsibility of the Colorado D epartment of Transportation. I n the past, the agreements were executed every 5 years with a one year option which C D O T was allowed to request. The current five year term is set to expire. C D O T has now instituted one year maintenance agreements moving forward. T he compensation for the one year is the same as the previous five years. T he Town agreed to this arrangement f or one more year due to the fact C D O T could have requested the optional year. S TAF F RE C O M M E ND AT I O N: Approve, approve with amendments or deny Resolution No. 28, S eries of 2021 AT TAC H ME N TS : Description Resolution 28, S er ies 2021 Agreement Vail Scope July 6, 2021 - Page 7 of 141 1 RESOLUTION NO. 28 SERIES 2021 A RESOLUTION OF THE VAIL TOWN COUNCIL APPROVING A HIGHWAY MAINTENANCE AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION WHEREAS, the Town of Vail and the Colorado Department of Transportation desire to enter into a maintenance agreement for maintenance of certain portions of the state highway system within the Town of Vail as more fully described in Exhibit A, attached hereto and incorporated herein by this reference (the “Agreement”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Agreement in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the Agreement 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 6th day of July 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 8 of 141 DEPARTMENT OF TRANSPORTATION Region 3 – Section 2 Maintenance 606 South 9th Street Grand Junction, Colorado 81501-2769 P 970.683.6300 F 970.683.6340 Date: July 1, 2021 Town of Vail Highway Maintenance John David Section 2 Maintenance Superintendent Town of Vail Greg Hall, Public Works Director 75 South Frontage Road Vail, Colorado 81657 Subject: Highway Maintenance Agreement, Reference Purchase Order # The rate negotiated by the parties per mile for this agreement is $11,316.00 per lane mile, and the number of lane miles of Highway segments for which the town will provide maintenance services is 11.59 miles, up to a total maximum amount of $131,152.00 per fiscal year, to be invoiced as work progresses, not to exceed the total agreed upon amount. This agreement has been considered and deemed beneficial to the Town of Vail and the State by John David, Region 3 Section 2 Maintenance Superintendent. NOW, THEREFORE, it is hereby agreed that: A. The town shall perform all "maintenance services" (defined in the attached Exhibit) for the certain State highway system segments described herein, located within the town's jurisdiction, for a total length of 11.59 lane miles ("the Highways"), as follows: I-70 Frontage Rd. Including Fall Line Dr. New Underpass Roadway MP 172.2 To MP 180.3 B. As used herein the term "maintenance services" shall mean only those maintenance services normally performed by the State to comply with its responsibility under §§ 43-2-102 and 43-2-135, C.R.S., as described in the State's then current "Plant Maintenance Field Manual", as amended which is incorporated herein by this reference. The town shall be furnished a copy of that manual from the State before it performs any maintenance services under this Agreement. July 6, 2021 - Page 9 of 141 Page 2 of 3 Maintenance Services Activity List: Code Activity Name Units 152 Flexible Pavement Patching/Minor Repairs Square Yard 153 Rigid Pavement Patching/Minor Repairs Square Yard 402 Snow Plowing & Traction Application (Sanding, Deicers) Mile (Plow Mile) 406 Snow Plowing – Special Equipment Labor Hours ("Maintenance services" do not include reconstruction of portions of the highways destroyed by major disasters, fires, floods, or Acts of God. Provided, however, that the town shall give the State immediate notice of the existence of any such conditions on the highways.) If services not noted in the Maintenance Services Activity List need to be considered, contact John David, Region 3 Section 2 Maintenance Superintendent. Maintenance services to be performed by the town, at State expense, for the highways under this agreement shall include the following services:  Snow Plow Operations (CDOT will not pay per §43-2-135 for hauling of snow)  Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating, including shoulders; and damage caused by ordinary - washouts.  Warning the State's representative of any "dangerous condition" (as that term is defined in §24- 10-103(1) C.R.S., as amended), and/or repairing that condition.  While performing maintenance work on the Highways and concurrently inspecting State highway signing and regulatory devices the town shall notify the State's Region 3 Section 2 Maintenance Superintendent or a State representative as soon as any State highway signing and regulatory devices are in need of repair. C. Town shall also continue to perform, at its own expense, all activities/duties on the Highways that town is required to perform by§43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage structures. The town's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Region 3 Section 2 Maintenance Superintendent, or his representative, shall determine the then current applicable maintenance standards for the maintenance services. Any standards/directions provided by the State's representative to the town concerning the maintenance services shall be in writing. July 6, 2021 - Page 10 of 141 Page 3 of 3 D. The statements submitted by the town for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the highways such services were performed, in accord with Maintenance Services Activity Codes noted in section B, as shown above. E. For transparency as well as for audit purposes, the following needs to be included in all billings submitted on a monthly basis. The statements submitted by the town for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the highways (as noted above) such services were performed, in accord with standard town billing standards. F. Monthly billing is based on service performed in each month; it is not based on equal billings. Some months may have no chargeable services, while others may be well over an average monthly amount. Town of Vail, Greg Hall, Public Works Director Signature Date July 6, 2021 - Page 11 of 141 Vail Highway Maintenance Page 1 of 2 Exhibit A Scope of Work Region 3, Section 2 Maintenance has a highway maintenance agreement between CDOT and the Town of Vail. The rate negotiated by the parties per mile for this agreement is $11,316.00 per lane mile, and the number of miles of highway segments for which the town will provide maintenance services is 11.59 lane miles, up to a total maximum amount of $131,152.00 per fiscal year, to be invoiced as work progresses, not to exceed the total agreed upon amount. This agreement has been considered and deemed beneficial to the Town of Vail and the State by John David, Region 3 Section 2 Maintenance Superintendent. A. The town shall perform all "maintenance services" (defined in the attached Exhibit) for the certain State Highway System segments described herein, located within the town's jurisdiction, for a total length of 11.59 miles ("the Highways"), as follows:  I-70 Frontage Rd. Including Fall Line Dr. and new underpass roadway: MP 172.2 to MP 180.3 B. As used herein the term "maintenance services" shall mean only those maintenance services normally performed by the State to comply with its responsibility under §§ 43-2-102 and 43-2-135, C.R.S., as described in the State's then current "Plant Maintenance Field Manual", as amended which is incorporated herein by this reference. The town shall be furnished a copy of that manual from the State before it performs any maintenance services under this agreement. Maintenance Services Activity List: Code Activity Name Units 152 Flexible Pavement Patching/Minor Repairs Square Yard 153 Rigid Pavement Patching/Minor Repairs Square Yard 402 Snow Removal & Traction Application (Sanding, Deicers) Mile (Plow Mile) 406 Snow Removal – Special Equipment Labor Hours ("Maintenance services" do not include reconstruction of portions of the highways destroyed by major disasters, fires, floods, or Acts of God. Provided, however, that the town shall give the State immediate notice of the existence of any such conditions on the highways.) If services not noted in the Maintenance Services Activity List need to be considered, contact John David, Region 3 Section 2 Maintenance Superintendent. July 6, 2021 - Page 12 of 141 Vail Highway Maintenance Page 2 of 2 Exhibit A Maintenance services to be performed by the town, at State expense, for the highways under this agreement shall include (without limitation) the following services:  Removal of snow.  Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating, including shoulders; and damage caused by ordinary - washouts.  Warning the State's representative of any "dangerous condition" (as that term is defined in §24-10-103(1) C.R.S., as amended), and/or repairing that condition.  Inspecting State Highway signing and regulatory devices on the Highways done concurrently with other maintenance work and notifying the State's Region 3 Section 2 Maintenance Superintendent or a State representative as soon as the town has notice of any State Highway signing and regulatory devices in need of repair. C. Town shall also continue to perform, at its own expense, all activities/duties on the Highways that the town is required to perform by§43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage structures. The town's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Region 3 Section 2 Maintenance Deputy Superintendent, or his representative, shall determine the then current applicable maintenance standards for the maintenance services. Any standards/directions provided by the State's representative to the town concerning the maintenance services shall be in writing. D. The statements submitted by the town for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the highways such services were performed, in accord with Maintenance Services Activity Codes noted in section B, as shown above. E. For transparency as well as for audit purposes, the following needs to be included in all billings submitted on a monthly basis. The statements submitted by the town for which payment is requested shall contain an adequate description of the type(s) and the quantity (ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the Highways (as noted above) such services were performed, in accord with standard town billing standards. F. Monthly billing is based on service performed in each month; it is not based on equal billings. Some months may have no chargeable services, while others may be well over an average monthly amount. July 6, 2021 - Page 13 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution No. 29, Series of 2021 a R esolution A pproving a Contract to B uy and S ell Residential R eal E state AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments or deny Resolution No. 29, S eries 2021 B AC K G RO UND: T he Town wishes to purchase the Property pursuant to the terms of the Contract to B uy and Sell R eal E state. S TAF F RE C O M M E ND AT I O N: Approve, approve with amendments or deny Resolution No. 29, S eries 2021 AT TAC H ME N TS : Description Resolution No. 29, Series of 2021 July 6, 2021 - Page 14 of 141 RESOLUTION NO. 29 Series of 2021 A RESOLUTION APPROVING A CONTRACT TO BUY AND SELL RESIDENTIAL REAL ESTATE WHEREAS, Owner is the owner of certain residential real property legally described as Brooktree Condominium, Unit C113, with a physical address of 980 Vail View Drive. (the "Property"); and WHEREAS, the Town wishes to purchase the Property pursuant to the terms of the Contract to Buy and Sell Real Estate, attached hereto as Exhibit A and made a part hereof by this reference (the “Contract”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Contract in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the Contract 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 6th day of July 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 15 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 1 of 18 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission . 1 (CBS1-5-19) (Mandatory 7-19) 2 3 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 4 OTHER COUNSEL BEFORE SIGNING. 5 6 CONTRACT TO BUY AND SELL REAL ESTATE 7 (RESIDENTIAL) 8 9 Date: 10 AGREEMENT 11 1.AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set12 forth in this contract (Contract).13 2.PARTIES AND PROPERTY.14 2.1. Buyer. (Buyer) will take title 15 to the Property described below as Joint Tenants Tenants In Common Other . 16 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 17 2.3. Seller. (Seller) is the current 18 owner of the Property described below. 19 2.4. Property. The Property is the following legally described real estate in the County of , Colorado: 20 21 22 23 24 25 known as No. , 26 Street Address City State Zip 27 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all inte rest of 28 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 29 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 30 2.5.1. Inclusions – Attached. If attached to the Property on the date of this Contract, the following items are 31 included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 32 telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems , built-33 in kitchen appliances, sprinkler systems and controls, built -in vacuum systems (including accessories) and garage door openers 34 (including _______ remote controls). If checked, the following are owned by the Seller and included (leased items should be listed 35 under Due Diligence Documents): None Solar Panels Water Softeners Security Systems Satellite Systems 36 (including satellite dishes). If any additional items are attached to the Property after the date of this Contract, such additional items 37 are also included in the Purchase Price. 38 2.5.2. Inclusions – Not Attached. If on the Property, whether attached or not, on the date of this Contract, the 39 following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 40 blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 41 heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 42 2.5.3. Personal Property – Conveyance. Any personal property must be conveyed at Closing by Seller free and 43 clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except . 44 Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 45 2.5.4. Other Inclusions. The following items, whether fixtures or personal property, are also included in the 46 Purchase Price: 47 48 49 50 51 If the box is checked, Buyer and Seller have concurrently entered into a separate agreement for additional personal 52 property outside of this Contract. 53 June 28, 2021 TOWN OF VAIL X JOSEPH L. GRECO EAGLE 980 VAIL VIEW DRIVE, UNIT 113C VAIL CO 81657 X NO OTHERS DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 16 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 2 of 18 2.5.5. Parking and Storage Facilities. The use or ownership of the following parking facilities: 54 ; and the use or ownership of the following storage facilities: . 55 Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 56 2.6. Exclusions. The following items are excluded (Exclusions): 57 58 59 60 2.7. Water Rights/Well Rights. 61 2.7.1. Deeded Water Rights. The following legally described water rights: 62 63 64 65 Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 66 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1, 2.7.3 and 67 2.7.4, will be transferred to Buyer at Closing: 68 69 70 71 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if 72 the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes, 73 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been regist ered 74 with the Colorado Division of Water Resources in the Department of Natural Resources (D ivision), Buyer must complete a 75 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing se rvice in 76 connection with the transaction, Buyer must file the form with the Division within sixty d ays after Closing. The Well Permit # is 77 . 78 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 79 80 81 82 2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), 83 § 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the a pplicable84 legal instrument at Closing.85 3.DATES, DEADLINES AND APPLICABILITY.86 3.1. Dates and Deadlines.87 Item No. Reference Event Date or Deadline 1 §4.3 Alternative Earnest Money Deadline Title 2 §8.1, § 8.4 Record Title Deadline 3 §8.2, § 8.4 Record Title Objection Deadline 4 §8.3 Off-Record Title Deadline 5 §8.3 Off-Record Title Objection Deadline 6 §8.5 Title Resolution Deadline 7 §8.6 Right of First Refusal Deadline Owners’ Association 8 §7.2 Association Documents Deadline 9 §7.4 Association Documents Termination Deadline Seller’s Disclosures 10 §10.1 Seller’s Property Disclosure Deadline 11 §10.10 Lead-Based Paint Disclosure Deadline Loan and Credit 12 §5.1 New Loan Application Deadline 13 §5.2 New Loan Termination Deadline 14 §5.3 Buyer’s Credit Information Deadline 15 §5.3 Disapproval of Buyer’s Credit Information Deadline July 7, 2021 NA NA NANA any assigned by Association any assigned by Association MEC PLUS 5 DAYS MEC PLUS 14 DAYS MEC PLUS 5 DAYS MEC PLUS 10 DAYS MEC PLUS 15 DAYS NA MEC PLUS 5 DAYS MEC PLUS 14 DAYS MEC PLUS 5 DAYS MEC PLUS 5 DAYS DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 17 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 3 of 18 16 §5.4 Existing Loan Deadline 17 §5.4 Existing Loan Termination Deadline 18 §5.4 Loan Transfer Approval Deadline 19 § 4.7 Seller or Private Financing Deadline Appraisal 20 §6.2 Appraisal Deadline 21 §6.2 Appraisal Objection Deadline 22 §6.2 Appraisal Resolution Deadline Survey 23 §9.1 New ILC or New Survey Deadline 24 §9.3 New ILC or New Survey Objection Deadline 25 §9.3 New ILC or New Survey Resolution Deadline Inspection and Due Diligence 26 §10.3 Inspection Objection Deadline 27 §10.3 Inspection Termination Deadline 28 §10.3 Inspection Resolution Deadline 29 §10.5 Property Insurance Termination Deadline 30 §10.6 Due Diligence Documents Delivery Deadline 31 §10.6 Due Diligence Documents Objection Deadline 32 §10.6 Due Diligence Documents Resolution Deadline 33 §10.7 Conditional Sale Deadline 34 §10.10 Lead-Based Paint Termination Deadline Closing and Possession 35 §12.3 Closing Date 36 §17 Possession Date 37 §17 Possession Time 38 §28 Acceptance Deadline Date 39 §28 Acceptance Deadline Time Note: If FHA or VA loan boxes are checked in § 4.5.3 (Loan Limitations), the Appraisal deadlines DO NOT apply to FHA insured 88 or VA guaranteed loans. 89 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. If any deadline 90 blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation “N/A”, or the word “Deleted,” such deadline 91 is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision tha t contains 92 a selection of “None”, such provision means that “None” applies. 93 The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 94 4.PURCHASE PRICE AND TERMS.95 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 96 Item No. Reference Item Amount Amount 1 §4.1 Purchase Price $ 2 §4.3 Earnest Money $ 3 §4.5 New Loan $ 4 §4.6 Assumption Balance $ 5 §4.7 Private Financing $ 6 §4.7 Seller Financing $ 7 8 9 §4.4 Cash at Closing $ 10 TOTAL $ $ 4.2. Seller Concession. At Closing, Seller will credit to Buyer $______________ (Seller Concession). The Seller 97 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer ’s lender 98 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller 99 419,000 41,900 JULY 28, 2021 NA NA NA NA NA NA at closing at closing JUNE 29, 2021 5:00 PM 419,000 377,100 419,000 NA NA NA NA MEC PLUS 10 DAYS MEC PLUS 15 DAYS MEC PLUS 15 DAYS MEC PLUS 14 DAYS MEC PLUS 5 DAYS MEC PLUS 14 DAYS MEC PLUS 20 DAYS NA MEC PLUS 20 DAYS 0.00 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 18 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 4 of 18 Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any 100 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 101 elsewhere in this Contract. 102 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a ______________________, will be 103 payable to and held by ________________________________________ (Earnest Money Holder), in its trust account, on behalf of 104 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually a gree 105 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery o f the Earnest Money deposit to the 106 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 107 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 108 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 109 Money Holder in this transaction will be transferred to such fund. 110 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 111 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 112 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the 113 return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in 114 §24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller115 agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form),116 within three days of Seller’s receipt of such form.117 4.4. Form of Funds; Time of Payment; Available Funds. 118 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 119 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic t ransfer funds, certified 120 check, savings and loan teller’s check and cashier’s check (Good Funds). 121 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 122 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing 123 OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, Does 124 Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing 125 in § 4.1. 126 4.5. New Loan. 127 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2 (Seller Concession), if applicable, 128 must timely pay Buyer’s loan costs, loan discount points, prepaid items and loan origination fees as required by lender. 129 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 130 Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 (Loan Limitations) or § 30 (Additional 131 Provisions). 132 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 133 Conventional FHA VA Bond Other . 134 4.5.4. Loan Estimate – Monthly Payment and Loan Costs. Buyer is advised to review the terms, conditions and 135 costs of Buyer’s New Loan carefully. If Buyer is applying for a residential loan, the lender generally must provide Buyer with a 136 Loan Estimate within three days after Buyer completes a loan application. Buyer also should obtain an estimate of the amount of 137 Buyer’s monthly mortgage payment. 138 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 139 set forth in § 4.1 (Price and Terms), presently payable at $______________ per ________________ including principal and interest 140 presently at the rate of ________% per annum and also including escrow for the following as indicated: Real Estate Taxes 141 Property Insurance Premium Mortgage Insurance Premium and . 142 Buyer agrees to pay a loan transfer fee not to exceed $_____________. At the time of assumption, the new interest rate will 143 not exceed ________% per annum and the new payment will not exceed $_____________ per ________________ principal and 144 interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Ba lance, which 145 causes the amount of cash required from Buyer at Closing to be increased by more than $_____________, or if any other terms or 146 provisions of the loan change, Buyer has the Right to Terminate under § 25.1 on or before Closing Date. 147 Seller Will Will Not be released from liability on said loan. If applicable, compliance with the requirements for release 148 from liability will be evidenced by delivery on or before Loan Transfer Approval Deadline at Closing of an appropriate 149 letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 150 not to exceed $_____________. 151 4.7. Seller or Private Financing. 152 WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers 153 and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed 154 Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing, 155 including whether or not a party is exempt from the law. 156 WIRE TITLE COMPANY OF THE ROCKIES X DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 19 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 5 of 18 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, Buyer 157 Seller will deliver the proposed Seller financing documents to the other party on or before _________ days before Seller or 158 Private Financing Deadline. 159 4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing, this Contract is conditional upon 160 Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, condit ions, cost 161 and compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private Financing Deadline, if 162 such Seller financing is not satisfactory to Seller, in Seller ’s sole subjective discretion. 163 4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the P urchase Price with Seller or private 164 financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its 165 availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or before Seller 166 or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer’s sole subjective discretion. 167 TRANSACTION PROVISIONS 168 5.FINANCING CONDITIONS AND OBLIGATIONS.169 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 170 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application v erifiable 171 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 172 5.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 173 upon Buyer determining, in Buyer’s sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 174 availability, payments, interest rate, terms, conditions and cost. This condition is for the sole benefit of Buyer. Buyer has the Right 175 to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer’s 176 sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised 177 Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND DOES NOT 178 TIMELY RECEIVE BUYER’S WRITTEN NOTICE TO TERMINATE, BUYER’S EARNEST MONEY WILL BE 179 NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Apprai sal, Title, Survey). 180 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 181 of Seller) upon Seller’s approval of Buyer’s financial ability and creditworthiness, which approval will be in Seller’s sole subjective 182 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer’s Credit Information Deadline, at Buyer’s expense, information 183 and documents (including a current credit report) concerning Buyer’s financial, employment and credit condition; (2) Buyer consents 184 that Seller may verify Buyer’s financial ability and creditworthiness; and (3) any such information and documents received by Seller 185 must be held by Seller in confidence and not released to others except to protect Seller’s interest in this transaction. If the Cash at 186 Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under § 25.1, on or before Closing. If 187 Seller disapproves of Buyer’s financial ability or creditworthiness, in Seller’s sole subjective discretion, Seller has the Right to 188 Terminate under § 25.1, on or before Disapproval of Buyer’s Credit Information Deadline. 189 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 190 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 191 this Contract is conditional upon Buyer’s review and approval of the provisions of such loan documents. Bu yer has the Right to 192 Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 193 documents, in Buyer ’s sole subjective discretion. If the lender’s approval of a transfer of the Property is required, this Contract is 194 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender’s 195 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 196 to Terminate under § 25.1, on or before Closing, in Seller’s sole subjective discretion, if Seller is to be released from liability under 197 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 198 6.APPRAISAL PROVISIONS.199 6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on 200 behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth 201 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Propert y to be 202 valued at the Appraised Value. 203 6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth 204 in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 205 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 206 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 207 Objection Deadline: 208 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 209 or 210 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 211 Appraisal or written notice from lender that confirms the Apprais ed Value is less than the Purchase Price (Lender Verification). 212 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 20 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 6 of 18 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 213 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 214 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of 215 the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline. 216 6.2.2. FHA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 217 shall not be obligated to complete the purchase of the Property described herein or to incur any penalty by forfeiture of Ear nest 218 Money deposits or otherwise unless the purchaser (Buyer) has been given, in accordance with HUD/FHA or VA requirements, a 219 written statement issued by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement lender, 220 setting forth the appraised value of the Property of not less tha n $______________. The purchaser (Buyer) shall have the privilege 221 and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The 222 appraised valuation is arrived at to determine the maximum mortga ge the Department of Housing and Urban Development will 223 insure. HUD does not warrant the value nor the condition of the Property. The purchaser (Buyer) should satisfy himself/herself that 224 the price and condition of the Property are acceptable. 225 6.2.3. VA. It is expressly agreed that, notwithstanding any other provisions of this Contract, the purchaser (Buyer) 226 shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Prope rty 227 described herein, if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department 228 of Veterans Affairs. The purchaser (Buyer) shall, however, have the privilege and option of proceeding with the consummation of 229 this Contract without regard to the amount of the reasonable value established by the Department of Veterans Affairs. 230 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 231 including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond 232 those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following S eller’s 233 receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 234 the Lender Requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is 235 waived in writing by Buyer. 236 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer 237 Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender’s 238 agent or all three. 239 7.OWNERS’ ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community and240 subject to the declaration (Association).241 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 242 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 243 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS ’ ASSOCIATION FOR THE 244 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 245 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 246 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 247 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE AS SOCIATION COULD 248 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS 249 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 250 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIAT ION (OR A 251 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 252 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 253 OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 254 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 255 ASSOCIATION. 256 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 257 at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 258 Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer ’s receipt 259 of the Association Documents, regardless of who provides such documents. 260 7.3. Association Documents. Association documents (Association Documents) consist of the following: 261 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 262 rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5, 263 C.R.S.;264 7.3.2. Minutes of: (1) the annual owners’ or members’ meeting and (2) any executive boards’ or managers’ meetings; 265 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 266 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 267 minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 268 7.3.3. List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, 269 but not limited to, property, general liability, association director and officer professional liability and fidelity policie s. The list must 270 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 21 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 7 of 18 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed 271 (Association Insurance Documents); 272 7.3.4. A list by unit type of the Association’s assessments, including both regular and special assessments as 273 disclosed in the Association’s last Annual Disclosure; 274 7.3.5. The Association’s most recent financial documents which consist of: (1) the Association ’s operating budget 275 for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for 276 the fiscal year immediately preceding the Association ’s last Annual Disclosure, (3) the results of the Association’s most recent 277 available financial audit or review, (4) list of the fees and charges (regardless of name o f title of such fees or charges) that the 278 Association’s community association manager or Association will charge in connection with the Closing including, but not limited 279 to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for 280 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 281 all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4 and 282 7.3.5, collectively, Financial Documents); 283 7.3.6. Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5, 284 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction285 Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2286 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common287 elements or limited common elements of the Association property.288 7.4. Conditional on Buyer’s Review. Buyer has the right to review the Association Docume nts. Buyer has the Right to 289 Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any 290 of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after 291 Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 25.1 by Buyer ’s Notice to 292 Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive 293 the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing 294 Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer ’s Notice to 295 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 296 to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval). 297 8.TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE.298 8.1. Evidence of Record Title. 299 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 300 company to furnish the owner ’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish 301 to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 302 or if this box is checked, an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued 303 and delivered to Buyer as soon as practicable at or after Closing. 304 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 305 company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to 306 Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 307 If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies. 308 8.1.3. Owner’s Extended Coverage (OEC). The Title Commitment Will Will Not contain Owner’s 309 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard 310 exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, 311 (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid312 taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be313 paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other__________________________.314 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over315 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below,316 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under317 §8.5 (Right to Object to Title, Resolution).318 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 319 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 320 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 321 Documents). 322 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 323 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 324 where the Property is located. The cost of furnishing copies of the documents required in this S ection will be at the expense of the 325 party or parties obligated to pay for the owner’s title insurance policy. 326 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 327 portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline. 328 X X X DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 22 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 8 of 18 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 329 Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s 330 objection may be based on any unsatisfactory form or content of Title Commitment or A bstract of Title, notwithstanding § 13, or 331 any other unsatisfactory title condition, in Buyer ’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title 332 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 333 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 334 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 335 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Docu ments, 336 or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, 337 pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to 338 Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence 339 of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline 340 specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents 341 as satisfactory. 342 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing 343 surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 344 limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of 345 first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record Matters). This Section 346 excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to 347 investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line 348 discrepancy or water rights). Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether 349 disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in Buyer’s 350 sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an Off-Record Matter 351 is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer 352 to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection pursuant 353 to this § 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, 354 Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline specified 355 above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which 356 Buyer has actual knowledge. 357 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 358 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 359 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 360 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 361 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 362 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 363 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 364 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 365 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 366 RECORDER, OR THE COUNTY ASSESSOR. 367 A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) 368 must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such 369 inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may object, on or before Record Title Objection 370 Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and i s received by Buyer after the 371 Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property’s 372 inclusion in a special taxing district as unsatisfactory to Buyer. 373 8.5. Right to Object to Title, Resolution. Buyer’s right to object, in Buyer’s sole subjective discretion, to any title matters 374 includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off-Record Title), § 8.4 (Special Taxing District) and § 13 (Transfer 375 of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 376 8.5.1. Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice of 377 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 378 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 379 Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer ’s written notice to waive objection to such items and 380 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 381 Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off-Record Title) or § 8.4 382 (Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days 383 after Buyer’s receipt of the applicable documents; or 384 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or before 385 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 386 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 23 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 9 of 18 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 387 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder o f the right 388 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will termi nate. If the 389 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. 390 Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 391 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 392 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 393 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 394 including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 395 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 396 laws and governmental regulations concerning land use, development and environmental matters. 397 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 398 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 399 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 400 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 401 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 402 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 403 GAS OR WATER. 404 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 405 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 406 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 407 RECORDER. 408 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 409 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 410 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 411 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 412 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 413 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 414 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 415 AND GAS CONSERVATION COMMISSION. 416 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 417 not covered by the owner’s title insurance policy. 418 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are 419 strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off-Record Title Objection Deadline). 420 9.NEW ILC, NEW SURVEY.421 9.1. New ILC or New Survey. If the box is checked, a: 1) New Improvement Location Certificate (New ILC); or, 422 2) New Survey in the form of ___________________________________________; is required and the following will apply: 423 9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 424 New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, certified and updated as of a date 425 after the date of this Contract. 426 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before 427 Closing, by: Seller Buyer or: 428 429 430 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of 431 the opinion of title if an Abstract of Title) and _____________________ will receive a New ILC or New Survey on or before New 432 ILC or New Survey Deadline. 433 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to 434 all those who are to receive the New ILC or New Survey. 435 9.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 436 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 437 Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to 438 Seller incurring any cost for the same. 439 9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If the 440 New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer ’s sole subjective discretion, Buyer 441 may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13: 442 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 443 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 24 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 10 of 18 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 444 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 445 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 446 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 447 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New 448 Survey Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before 449 such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline. 450 DISCLOSURE, INSPECTION AND DUE DILIGENCE 451 10.PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF452 WATER.453 10.1. Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline, Seller agrees to deliver to Buyer 454 the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed by Seller 455 to Seller’s actual knowledge and current as of the date of this Contract. 456 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer 457 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 458 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 459 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing 460 or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 461 Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.” 462 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 463 (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer ’s expense. If (1) the physical 464 condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electric al, plumbing, 465 HVAC and other mechanical systems of the Property, (2) the physical condition of the I nclusions, (3) service to the Property 466 (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any 467 proposed or existing transportation project, road, street or highway, or (5) any other act ivity, odor or noise (whether on or off the 468 Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer ’s sole subjective discretion, 469 Buyer may: 470 10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 471 description of any unsatisfactory condition that Buyer requires Seller to correct ; or 472 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 25.1, 473 that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the earlier of 474 Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline. 475 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 476 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 477 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection 478 Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline. 479 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 480 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports pe rformed at 481 Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 482 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnif y, 483 protect and hold Seller harmless from and against any liability, damag e, cost or expense incurred by Seller and caused by any such 484 Work, claim, or lien. This indemnity includes Seller ’s right to recover all costs and expenses incurred by Seller to defend against 485 any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and 486 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed 487 pursuant to an Inspection Resolution. 488 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 489 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 490 Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer ’s sole subjective discretion. 491 10.6. Due Diligence. 492 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following 493 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents 494 Delivery Deadline: 495 10.6.1.1. All current leases, including any amendments or other occupancy agreements, pertaining to the 496 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 497 498 499 X DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 25 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 11 of 18 10.6.1.2. Other documents and information: 500 501 502 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due Diligence 503 Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective discretion, 504 Buyer may, on or before Due Diligence Documents Objection Deadline: 505 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 506 or 507 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 508 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 509 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 510 Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement 511 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents 512 Resolution Deadline unless Seller receives Buyer ’s written withdrawal of the Due Diligence Documents Objection before such 513 termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline. 514 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 515 owned by Buyer and commonly known as ___________________________________________. Buyer has the Right to Termi nate 516 under § 25.1 effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale Deadline if such property 517 is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buye r’s Notice to 518 Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 519 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer Does Does Not 520 acknowledge receipt of a copy of Seller’s Property Disclosure or Source of Water Addendum disclosing the source of potable water for 521 the Property. There is No Well. Buyer Does Does Not acknowledge receipt of a copy of the current well permit. 522 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 523 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 524 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER’S WATER SUPPLIES. 525 10.9. Existing Leases; Modification of Existing Leases; New Leases. [Intentionally Deleted] 526 10.10. Lead-Based Paint. 527 10.10.1. Lead-Based Paint Disclosure. Unless exempt, if the Property includes one or more residential dwellings 528 constructed or a building permit was issued prior to January 1, 1978, for the benefit of Buyer, Seller and all required real estate 529 licensees must sign and deliver to Buyer a completed Lead-Based Paint Disclosure (Sales) form on or before the Lead-Based Paint 530 Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure, Buyer may waive the failure to timely 531 receive the Lead-Based Paint Disclosure, or Buyer may exercise Buyer’s Right to Terminate under § 25.1 by Seller’s receipt of 532 Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 533 10.10.2. Lead-Based Paint Assessment. If Buyer elects to conduct or obtain a risk assessment or inspection of the 534 Property for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under § 25.1 by Seller’s 535 receipt of Buyer’s Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. If Buyer’s 536 Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be 537 received by Seller on or before Closing. Buyer may elect to waive Buyer’s right to conduct or obtain a risk assessment or inspection 538 of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does not receive Buyer’s Notice to 539 Terminate within such time, Buyer accepts the condition of the Property rela tive to any Lead-Based Paint as satisfactory and Buyer 540 waives any Right to Terminate under this provision. 541 10.11. Carbon Monoxide Alarms. Note: If the improvements on the Property have a fuel-fired heater or appliance, a 542 fireplace, or an attached garage and include one or more rooms lawfully used for sleeping purposes (Bedroom), the parties 543 acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed wit hin 544 fifteen feet of the entrance to each Bedroom or in a location as required by the applicable building code. 545 10.12. Methamphetamine Disclosure. If Seller knows that methamphetamine was ever manufactured, processed, cooked, 546 disposed of, used or stored at the Property, Seller is required to disc lose such fact. No disclosure is required if the Property was 547 remediated in accordance with state standards and other requirements are fulfilled pursuant to § 25-18.5-102, C.R.S., Buyer further 548 acknowledges that Buyer has the right to engage a certified hy gienist or industrial hygienist to test whether the Property has ever 549 been used as a methamphetamine laboratory. Buyer has the Right to Terminate under § 25.1, upon Seller’s receipt of Buyer’s written 550 Notice to Terminate, notwithstanding any other provision of this Contract, based on Buyer’s test results that indicate the Property 551 has been contaminated with methamphetamine, but has not been remediated to meet the standards established by rules of the Sta te 552 Board of Health promulgated pursuant to § 25-18.5-102, C.R.S. Buyer must promptly give written notice to Seller of the results of 553 the test. 554 11.TENANT ESTOPPEL STATEMENTS. [Intentionally Deleted]555 X X DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 26 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 12 of 18 CLOSING PROVISIONS 556 12.CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.557 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable558 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer i s 559 obtaining a loan to purchase the Property, Buyer acknowledges Buyer’s lender is required to provide the Closing Company, in a 560 timely manner, all required loan documents and financial information concerning Buyer’s loan. Buyer and Seller will furnish any 561 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 562 Seller will sign and complete all customary or reasonably-required documents at or before Closing. 563 12.2. Closing Instructions. Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 564 this Contract. 565 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 566 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 567 ________________________________________. 568 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between 569 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 570 13.TRANSFER OF TITLE. Subject to Buyer’s compliance with the terms and provisions of this Contract, including the tender571 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing:572 special warranty deed general warranty deed bargain and sale deed quit claim deed personal representative’s 573 deed ____________________________ deed. Seller, provided another deed is not selected, must execute and deliver a good 574 and sufficient special warranty deed to Buyer, at Closing. 575 Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special warranty deed or a gen eral 576 warranty deed, title will be conveyed “subject to statutory exceptions” as defined in §38 -30-113(5)(a), C.R.S. 577 14.PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens578 or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed579 as of the date of Buyer’s signature hereon, whether assessed or not and previous years’ taxes, will be paid at or before Closing by580 Seller from the proceeds of this transaction or from any other source.581 15.CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES.582 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 583 to be paid at Closing, except as otherwise provided herein. 584 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller 585 One-Half by Buyer and One-Half by Seller Other _______________________________________. 586 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller agrees to promptly 587 request the Association to deliver to Buyer a current Status Letter. Any fees incident to the issuance of Association’s Status Letter 588 must be paid by None Buyer Seller One-Half by Buyer and One-Half by Seller. Any Record Change Fee must 589 be paid by None Buyer Seller One-Half by Buyer and One-Half by Seller. 590 15.4. Local Transfer Tax. The Local Transfer Tax of ________% of the Purchase Price must be paid at Closing by 591 None Buyer Seller One-Half by Buyer and One-Half by Seller. 592 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 593 as community association fees, developer fees and foundation fees, must be paid at Closing by None Buyer Seller 594 One-Half by Buyer and One-Half by Seller. The Private Transfer fee, whether one or more, is for the following association(s): 595 in the total amount of % of the Purchase Price or $________________. 596 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 597 $____________ for: 598 Water Stock/Certificates Water District 599 Augmentation Membership Small Domestic Water Company 600 and must be paid at Closing by None Buyer Seller One-Half by Buyer and One-Half by Seller. 601 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 602 None Buyer Seller One-Half by Buyer and One-Half by Seller. 603 15.8. FIRPTA and Colorado Withholding. 604 15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller ’s proceeds be 605 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liabl e for the 606 amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign 607 person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign 608 X Buyer and Seller X X X X X X X X DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 27 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 13 of 18 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 609 requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing Company to 610 withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or 611 if an exemption exists. 612 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s proceeds 613 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to 614 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If withholding 615 is required, Seller authorizes Closing Company to withhold such amount from Seller ’s proceeds. Seller should inquire with Seller’s 616 tax advisor to determine if withholding applies or if an exemption exists. 617 16.PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as618 otherwise provided:619 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 620 year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most 621 Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled veteran 622 exemption or Other . 623 16.2. Rents. Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit to Buyer 624 the security deposits for all Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of such transfer 625 and of the transferee’s name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller ’s 626 obligations under such Leases. 627 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 628 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance 629 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 630 acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any s pecial 631 assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any 632 special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature hereon, whether 633 assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or special assessments 634 against the Property except the current regular assessments and ______________________________. Association Assessments are 635 subject to change as provided in the Governing Documents. 636 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan and _______________________. 637 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 638 17.POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the639 Leases as set forth in § 10.6.1.1.640 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additional ly liable 641 to Buyer for payment of $______________ per day (or any part of a day notwithstanding § 18.1) from Possession Date and 642 Possession Time until possession is delivered. 643 Buyer represents that Buyer will occupy the Property as Buyer ’s principal residence unless the following box is checked, then 644 Buyer Does Not represent that Buyer will occupy the Property as Buyer’s principal residence. 645 If the box is checked, Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. 646 GENERAL PROVISIONS 647 18.DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE.648 18.1. Day. As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States Mountain Time649 (Standard or Daylight Savings, as applicable). 650 18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after MEC), when the 651 ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or 652 federal or Colorado state holiday (Holiday), such deadline Will Will Not be extended to the next day that is not a Saturday, 653 Sunday or Holiday. Should neither box be checke d, the deadline will not be extended. 654 19.CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND655 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the656 condition existing as of the date of this Contract, ordinary wear and tear excepted.657 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 658 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the 659 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 660 will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 25.1, on or 661 X 250.00 X DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 28 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 14 of 18 before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to 662 carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 663 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount o f any 664 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 665 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 666 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller’s 667 insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 668 requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and will receive due to such 669 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 670 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 671 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 672 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inc lusion 673 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenanc e or 674 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds re ceived by 675 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 676 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before Closing Date, or, at the 677 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Ser vice. Such credit must 678 not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the Association, if any, will survive 679 Closing. 680 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 681 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such conde mnation 682 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer ’s 683 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property a nd 684 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 685 of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price. 686 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 687 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 688 19.5. Home Warranty. Seller and Buyer are aware of the existence of pre -owned home warranty programs that may be 689 purchased and may cover the repair or replacement of such Inclusions. 690 20.RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that691 the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title692 and consultation with legal and tax or other counsel before signing this Contract.693 21.TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract.694 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored695 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party696 has the following remedies:697 21.1. If Buyer is in Default: 698 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 699 by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty and the Parties agree the 700 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to 701 treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 702 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. Seller may 703 cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that 704 the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and 705 reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money is SELLER’S ONLY REMEDY for 706 Buyer’s failure to perform the obligations of this Contract. Seller expressl y waives the remedies of specific performance and 707 additional damages. 708 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 709 hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat 710 this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 711 22.LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration712 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all713 reasonable costs and expenses, including attorney fees, legal fees and expenses.714 23.MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties715 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial p erson who helps716 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 29 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 15 of 18 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 717 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 718 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 719 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 720 party’s last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either party from filing a 721 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This 722 Section will not alter any date in this Contract, unless otherwise agreed. 723 24.EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest724 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding725 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subje ctive726 discretion, has several options: (1) wait for any proceeding between Buyer and Seller ; (2) interplead all parties and deposit Earnest727 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and728 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a c opy of729 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one730 hundred twenty days of Earnest Money Holder’s notice to the parties, Earnest Money Holder is authorized to return the Earnest731 Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time732 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm t he733 obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract.734 25.TERMINATION.735 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the736 termination is effective upon the other party’s receipt of a written notice to terminate (Notice to Terminate), provided such written 737 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 738 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 739 and waives the Right to Terminate under such provision. 740 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be returned 741 to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 742 26.ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified743 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining744 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of th e terms745 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or746 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives t he same.747 Any successor to a party receives the predecessor’s benefits and obligations of this Contract.748 27.NOTICE, DELIVERY AND CHOICE OF LAW.749 27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, except as provided in750 §27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices751 for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be752 received by the party, not Broker or Brokerage Firm).753 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or 754 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Bro ker 755 working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm) 756 at the electronic address of the recipient by facsimile, email or ______________________________________. 757 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address 758 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 759 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 760 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 761 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 762 located in Colorado. 763 28.NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and764 Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or before765 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and766 no others DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 30 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 16 of 18 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 767 copies taken together are deemed to be a full and complete contract between the parties. 768 29.GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited769 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance,770 Record Title and Off-Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due771 Diligence, and Source of Water.772 ADDITIONAL PROVISIONS AND ATTACHMENTS 773 30.ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate774 Commission.)775 776 777 778 779 780 781 31.OTHER DOCUMENTS.782 31.1. The following documents are a part of this Contract:783 31.1.1. Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in § 17 the 784 Post-Closing Occupancy Agreement is a part of this Contract. 785 786 787 788 31.2. The following documents have been provided but are not a part of this Contract: 789 790 791 792 SIGNATURES 793 794 Buyer’s Name: Buyer’s Name: Buyer’s Signature Date Buyer’s Signature Date Address: Address: Phone No.: Phone No.: Fax No.: Fax No.: Email Address: Email Address: [NOTE: If this offer is being countered or rejected, do not sign this document. 795 Seller’s Name: Seller’s Name: Seller’s Signature Date Seller’s Signature Date Address: Address: Phone No.: Phone No.: This contract, and any obligations of the Buyer contained herein, is expressly conditioned upon the approval by the Vail Town Council on July 6, 2021 of a resolution authorizing this contract and the purchase of the subject property. If no resolution by the Town Council authorizing this contract is approved by July 6, 2021 this contract shall be void of no force or effect, and all earnest money shall be returned to the Buyer by 5:00 p.m. on July 7, 2021. Town of Vail 75 S. Frontage Road W. Vail, Colorado 970-479-2100 Joseph L. Greco DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 6/28/2021 July 6, 2021 - Page 31 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 17 of 18 Fax No.: Fax No.: Email Address: Email Address: 796 END OF CONTRACT TO BUY AND SELL REAL ESTATE 797 32.BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the writ ten mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder ’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction. This is a Change of Status. Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker’s brokerage relationship with Seller. Brokerage Firm’s compensation or commission is to be paid by Listing Brokerage Firm Buyer Other . Brokerage Firm’s Name: Brokerage Firm’s License #: Broker’s Name: Broker’s License #: Broker’s Signature Date Address: Phone No.: Fax No.: Email Address: 33.BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the writ ten mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder ’s receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction. This is a Change of Status. Customer. Broker has no brokerage relationship with Seller. See § 32 for Broker’s brokerage relationship with Buyer. Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other . DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 32 of 141 CBS1-5-19. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) Page 18 of 18 Brokerage Firm’s Name: Brokerage Firm’s License #: Broker’s Name: Broker’s License #: Broker’s Signature Date Address: Phone No.: Fax No.: Email Address: 798 DocuSign Envelope ID: 4150A247-960C-4DBE-832F-39B6FC33DCD2 July 6, 2021 - Page 33 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution 30, S eries 2021, a R esolution of the Vail Town Council an I ntergovernmental A greement between the Town of Vail and the Colorado Department of Transportation for F unding Pursuant to the Coronavirus R esponse and Relief S upplemental A ppropriations A ct of 2021. AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments, deny R esolution 30, S eries 2021. B AC K G RO UND: T his is a contract for F ederal Transit reimbursement f unds through Colorado Department of Transportation Coronavirus Response and Relief S upplemental A ppropriations A ct of 2021 (C R R S A A). S TAF F RE C O M M E ND AT I O N: Approve, approve with amendments, deny R esolution 30, S eries 2021. AT TAC H ME N TS : Description resolution 30, series 2021 Agreement July 6, 2021 - Page 34 of 141 1 RESOLUTION NO. 30 SERIES 2021 A RESOLUTION OF THE VAIL TOWN COUNCIL AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION FOR FUNDING PURSUANT TO THE CORONAVIRUS RESPONSE AND RELIEF SUPPLEMENTAL APPROPRIATIONS ACT OF 2021 WHEREAS, the Town and the Colorado Department of Transportation wish to enter into an intergovernmental agreement for funding pursuant to the Coronavirus Response and Relief Supplemental Appropriations Act of 2021, as set forth in Exhibit A, attached hereto and made a part hereof by this reference (the “IGA”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the IGA in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the IGA on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 6th day of July 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 35 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 1 of 44 Version 10/23/19 STATE OF COLORADO SUBAWARD AGREEMENT COVER PAGE State Agency Department of Transportation Agreement Number / PO Number 21-HTR-ZL-00294 / 491002596 Subrecipient TOWN OF VAIL Agreement Performance Beginning Date The Effective Date Initial Agreement Expiration Date December 31, 2022 Subaward Agreement Amount Federal Funds Maximum Amount (100%) Local Funds Local Match Amount (0%) Agreement Total $3,579,226.00 $0.00 $3,579,226.00 Fund Expenditure End Date December 31, 2022 Agreement Authority Authority to enter into this Agreement exists in CRS §§43-1-106, 43-1-110, 43-1-117.5, 43-1-701, 43-1-702 and 43-2-101(4)(c), appropriated and otherwise made available pursuant to the FAST ACT, MAP-21, SAFETEA_LU, 23 USC §104 and 23 USC §149. Agreement Purpose In accordance with 49 USC §5311, and the Coronavirus Response and Relief Supplemental Appropriations Act of 2021 (CRRSAA) the purpose of this agreement is to provide funding that will support expenses eligible under the relevant program, with an emphasis on payroll and operational needs prioritization. The work to be completed under this Agreement by the Subrecipient is more specifically described in Exhibit A. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A – Statement of Work and Budget. 2. Exhibit B – Sample Option Letter. 3. Exhibit C – Federal Provisions. 4. Exhibit D – Required Federal Contract/Agreement Clauses. 5. Exhibit E – Verification of Payment. In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1. Exhibit C – Federal Provisions. 2. Exhibit D – Required Federal Contract/Agreement Clauses. 3. Colorado Special Provisions in §17 of the main body of this Agreement. 4. The provisions of the other sections of the main body of this Agreement. 5. Exhibit A – Statement of Work and Budget. 6. Executed Option Letters (if any). Principal Representatives For the State: Brodie Ayers Division of Transit and Rail Colorado Dept. of Transportation 2829 W. Howard Place Denver, CO 80204 Brodie.ayers@state.co.us For Subrecipient: Chris Southwick TOWN OF VAIL 75 South Frontage Road Vail, CO 81657-5096 csouthwick@vailgov.com DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 36 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 2 of 44 Version 10/23/19 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature. SUBRECIPIENT TOWN OF VAIL __________________________________________ __________________________________________ By: Print Name of Authorized Individual Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director __________________________________________ By: Herman Stockinger, Deputy Director and Director of Policy Date: _________________________ 2nd State or Subrecipient Signature if needed __________________________________________ __________________________________________ By: Print Name of Authorized Individual Date: _________________________ LEGAL REVIEW Philip J. Weiser, Attorney General __________________________________________ By: Assistant Attorney General Date: __________________________ In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD ___________________________________________ By: Department of Transportation Effective Date:_____________________ DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 6/21/2021 Scott Robson Tammy Nagel 6/21/2021 6/29/2021 6/29/2021 N/A July 6, 2021 - Page 37 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 3 of 44 Version 10/23/19 TABLE OF CONTENTS 1. PARTIES................................................................................................................................................. 3 2. TERM AND EFFECTIVE DATE .......................................................................................................... 3 3. DEFINITIONS ........................................................................................................................................ 4 4. STATEMENT OF WORK AND BUDGET ........................................................................................... 6 5. PAYMENTS TO SUBRECIPIENT ........................................................................................................ 6 6. REPORTING - NOTIFICATION ........................................................................................................... 8 7. SUBRECIPIENT RECORDS ................................................................................................................. 9 8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9 9. CONFLICTS OF INTEREST ............................................................................................................... 10 10. INSURANCE ........................................................................................................................................ 11 11. BREACH OF AGREEMENT ............................................................................................................... 12 12. REMEDIES ........................................................................................................................................... 12 13. DISPUTE RESOLUTION .................................................................................................................... 14 14. NOTICES and REPRESENTATIVES .................................................................................................. 14 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14 16. GENERAL PROVISIONS .................................................................................................................... 15 17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 17 1. PARTIES This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement (the “Subrecipient”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”). Subrecipient and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Subrecipient for any Work performed or expense incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure End Date. B. Initial Term The Parties’ respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms - State’s Option The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option, the State shall provide written notice to Subrecipient in a form substantially equivalent to the Sample Option Letter attached to this Agreement. D. End of Term Extension If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, th e State, at its discretion, upon written notice to Subrecipient in a form substantially equivalent to the Sample Option Letter attached to this Agreement, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 38 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 4 of 44 Version 10/23/19 E. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Agreement by the State for Breach of Agreement by Subrecipient, which shall be governed by §12.A.i. i. Method and Content The State shall notify Subrecipient of such termination in accordance with §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Subrecipient shall be subject to the rights and obligations set forth in §12.A.i.a. iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Subrecipient an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Subrecipient for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Subrecipient which are directly attributable to the uncompleted portion of Subrecipient’s obligations, provided that the sum of any and all reimbursement shall not exceed the Subaward Maximum Amount payable to Subrecipient hereunder. F. Subrecipient’s Termination Under Federal Requirements Subrecipient may request termination of this Agreement by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Agreement is terminated in this manner, then Subrecipient shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this subaward agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and an y future modifications thereto. B. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Subrecipient, or the appointment of a receiver or similar officer for Subrecipient or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Subrecipient is debarred or suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. D. “Budget” means the budget for the Work described in Exhibit A. E. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24-11-101(1), C.R.S. F. “CORA” means the Colorado Open Records Act, §§24 -72-200.1, et. seq., C.R.S. G. “Deliverable” means the outcome to be achieved or output to be provided, in the form of a tangible or intangible Good or Service that is produced as a result of Subrecipient’s Work that is intended to be delivered by Subrecipient. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 39 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 5 of 44 Version 10/23/19 H. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature Page for this Agreement. I. “End of Term Extension” means the time period defined in §2.D. J. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. K. “Extension Term” means the time period defined in §2.C. L. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract, under the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a Subrecipient or payments to an individual that is a beneficiary of a Federal program. M. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. Federal Transit Administration (FTA) is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. N. “FTA” means Federal Transit Administration. O. “Goods” means any movable material acquired, produced, or delivered by Subrecipient as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in connection with the Services. P. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. Q. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent. R. “Initial Term” means the time period defined in §2.B. S. “Master Agreement” means the FTA Master Agreement document incorporated by reference and made part of FTA’s standard terms and conditions governing the administration of a project supported with federal assistance awarded by FTA. T. “Matching Funds” (Local Funds, or Local Match) means the funds provided by Subrecipient as a match required to receive the Grant Funds and includes in -kind contribution. U. “Party” means the State or Subrecipient, and “Parties” means both the State and Subrecipient. V. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records . PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24- 73-101, C.R.S. W. “Recipient” means the State agency shown on the Signature and Cover Page s of this Agreement, for the purposes of this Federal Award. X. “Services” means the services to be performed by Subrecipient as set forth in this Agreement and shall include any services to be rendered by Subrecipient in connection with the Goods. Y. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include but is not limited to PII and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Subrecipient which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Subrecipient to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third party DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 40 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 6 of 44 Version 10/23/19 who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. Z. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24 - 30-202(13)(a), C.R.S. AA. “State Fiscal Year” means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. BB. “State Records” means any and all State data, information, and records regardless of physical form. CC. “Subaward Maximum Amount” means an amount equal to the total of Grant Funds for this Agreement. DD. “Subcontractor” means any third party engaged by Subrecipient to aid in performance of the Work. “Subcontractor” also includes sub -recipients of Grant Funds. EE. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Agreement, Contractor is a Subrecipient. FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the “Super Circular, which supersedes requirements from OMB Circulars A -21, A-87, A-110, A-122, A-89, A- 102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. GG. “Work” means the Goods delivered and Services performed pursuant to this Agreement. HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be construed and interpreted as defined in that section. 4. STATEMENT OF WORK AND BUDGET Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PAYMENTS TO SUBRECIPIENT A. Subaward Maximum Amount Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Subrecipient any amount under this Agreement that exceeds the Subaward Maximum Amount shown on the Cover Page of this Agreement as “Federal Funds Maximum Amount”. B. Payment Procedures i. Invoices and Payment a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A. b. Subrecipient shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Subrecipient and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Subrecipient shall make a ll changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables provided under this Agreement. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 41 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 7 of 44 Version 10/23/19 ii. Interest Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30- 202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Subrecipient shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days’ interest to be paid and the interest rate. iii. Payment Disputes If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall notify the State in writing of its dispute within 30 days following the earlier to occur of Subrecipient’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Subrecipient and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Subrecipient beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State’s obligation to pay Subrecipient shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E. v. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. C. Matching Funds Subrecipient shall provide Matching Funds as provided in Exhibit A. Subrecipient shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Subrecipient’s obligation to pay all or any part of any Matching Funds, whether direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Subrecipient and paid into Subrecipient’s treasury or bank account. Subrecipient represents to the State that the amount designated “Subrecipient’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Subrecipient does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal year debt of Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Subrecipient’s laws or policies. D. Reimbursement of Subrecipient Costs i. The State shall reimburse Subrecipient for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of §5, this Agreement, and Exhibit A. However, any costs incurred by Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. The State shall pay Subrecipient for costs or expenses incurred or performance by the Subrecipient prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2) federal laws, rules, and regulations applicable to the Work provide for such retroactive payments to the DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 42 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 8 of 44 Version 10/23/19 Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be ma de in accordance with the provisions of this Agreement. ii. The State shall reimburse Subrecipient’s allowable costs, not exceeding the Subaward Maximum Amount shown on the Cover Page of this Agreement and on Exhibit A for all allowable costs described in this Agreement and shown in Exhibit A, except that Subrecipient may adjust the amounts between each line item of Exhibit A without formal modification to this Agreement as long as the Subrecipient provides notice to the State of the change, the change does not modify the Subaward Maximum Amount or the Subaward Maximum Amount for any federal fiscal year or State Fiscal Year, and the change does not modify any requirements of the Work. iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and b. Equal to the actual net cost to Subrecipient (i.e. the price paid minus any items of value received by Subrecipient that reduce the cost actually incurred). iv. Subrecipient’s costs for Work performed after the Fund Expenditure End Date shown on the Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the W ork, shall not be reimbursable. Subrecipient shall initiate any payment request by submitting invoices to the State in the form and manner set forth and approved by the State . E. Close-Out Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the State all Deliverables (including documentation) as defined in this Agreement and Subrecipient’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Cover Page for this Agreement due to Subrecipient’s failure to submit required documentation, then Subrecipient may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 6. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer than three months, Subrecipient shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Subrecipient is served with a pleading or other document in connect ion with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Subrecipient’s ability to perform its obligations under this Agreement, Subrecipient shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Agreement. C. Performance and Final Status Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Subrecipient’s performance and the final status of Subrecipient’s obligations hereunder. D. Violations Reporting Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 43 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 9 of 44 Version 10/23/19 allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitat ion, suspension or debarment. 7. SUBRECIPIENT RECORDS A. Maintenance Subrecipient shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work and the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder (collectively, the “Subrecipient Records”). Subrecipient shall maintain such records for a period of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively (the “Record Retention Period”). If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Subrecipient in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Subrecipient shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Subrecipient Records during the Record Retention Period. Subrecipient shall make Subrecipient Records available during normal business hours at Subrecipient’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State, the federal government, and any other duly authorized agent of a governmental agency, in its discretion, may monitor Subrecipient’s performance of its obligations under this Agreement using procedures as determined by the State or that governmental entity. Subrecipient shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Subrecipient and this Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Subrecipient’s performance in a manner that does not unduly interfere with Subrecipient’s performance of the Work. D. Final Audit Report Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on Subrecipient’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Subrecipient or a third party. Additionally, if Subrecipient is required to perform a single audit under 2 CFR 200.501, et. seq., then Subrecipient shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. CONFIDENTIAL INFORMATION - STATE RECORDS A. Confidentiality Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Subrecipient shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Subrecipient shall provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Subrecipient shall immediately forward any request or demand for State Records to the State’s Principal Representative identified on the Cover Page of the Agreement. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 44 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 10 of 44 Version 10/23/19 B. Other Entity Access and Nondisclosure Agreements Subrecipient may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Subrecipient shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Subrecipient shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State. C. Use, Security, and Retention Subrecipient shall use, hold and maintain State Confid ential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Subrecipient shall provide the State with access, subject to Subrecipient’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Subrecipient shall return State Records provided to Subrecipient or destroy such State Records and certify to the State that it has done so, as directed by the State. If Subrecipient is prevented by law or regulation from returning or destroying State Confidential Information, Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Subrecipient can establish that Subrecipient and its agents, employees, and Subcontractors are not the cause or source of the Incident, Subrecipient shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Subrecipient shall make all modifications as directed by the State. If Subrecipient cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perfor m such analysis and produce a remediation plan, and Subrecipient shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at Subrecipient’s sole expense, require Subrecipient to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Subrecipient shall provide the State with the results of such audit and evidence of Subrecipient’s planned remediation in response to any negative findings. E. Data Protection and Handling Subrecipient shall ensure that all State Records and Work Product in the possession of Subrecipient or any Subcontractors are protected and handled in accordance with the requirements of this Agreement, including the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work Product only apply to Work Product that requires confidential treatment. F. Safeguarding PII If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement, Subrecipient shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Subrecipient shall be a “Third -Party Service Provider” as defined in §24-73- 103(1)(i), C.R.S., and shall maintain security procedures and practices co nsistent with §§24-73-101 et seq., C.R.S. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Subrecipient shall not engage in any business or activities or maintain any relationships that conflict in any way with the full performance of the obligations of Subrecipient under this Agreement. Such a conflict of DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 45 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 11 of 44 Version 10/23/19 interest would arise when a Subrecipient or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any membe r of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Subrecipient acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Subrecipient shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Subrecipient’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a conflict or the appearance of a conflict has arisen, Subrecipient shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. D. Subrecipient acknowledges that all State employees are subject to the ethical principles described in §24-18- 105, C.R.S. Subrecipient further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict of interest shall exist if Subrecipient employs or contracts with any State employee, any former State employee within six months following such employee’s termination of employment with the State, or any immediate family member of such current or former State employee. Subrecipient shall provide a disclosure statement as described in §9.C. no later than ten days following entry into a contractual or employment relationship as described in this section. Failure to timely submit a disclosure statement shall constitute a Breach of Agreement. Subrecipient may also be subject to such penalties as are allowed by law. 10. INSURANCE Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by the State. A. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Subrecipient or Subcontractor employees acting within the course and scope of their employment. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit . D. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Subrecipient and Subcontractors. E. Primacy of Coverage Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self- insurance program carried by Subrecipient or the State. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 46 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 12 of 44 Version 10/23/19 F. Cancellation All insurance policies shall include provisions preventing cancellation or non -renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Subrecipient and Subrecipient shall forward such notice to the State in accordance with §14 within seven days of Subrecipient’s receipt of such notice. G. Subrogation Waiver All insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Subrecipient or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. H. Public Entities If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 - 10-101, et seq., C.R.S. (the “GIA”), Subrecipient shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Subrecipient shall ensure that the Subcontractor maintain at all times during the terms of this Subrecipient, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. I. Certificates For each insurance plan provided by Subrecipient under this Agreement, Subrecipient shall provide to the State certificates evidencing Subrecipient’s insurance coverage required in this Agreement prior to the Effective Date. Subrecipient shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement prior to the Effective Date, except that, if Subrecipient’s subcontract is not in effect as of the Effective Date, Subrecipient shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven Business Days following Subrecipient’s execution of the subcontract. No later than 15 days before the expiration date of Subrecipient’s or any Subcontractor’s coverage, Subrecipient shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Subrecipient shall, within seven Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this section. 11. BREACH OF AGREEMENT In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Agreement, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Subrecipient is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 12. REMEDIES A. State’s Remedies If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach of Agreement In the event of Subrecipient’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Additionally, if Subrecipient fails to comply with any terms of the Federal Award, then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 47 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 13 of 44 Version 10/23/19 entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Subrecipient shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Subrecipient shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Subrecipient shall assign to the State all of Subrecipient’s rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve property in the possession of Subrecipient but in which the State has an interest. At the State’s request, Subrecipient shall return materials owned by the State in Subrecipient’s possession at the time of any termination. Subrecipient shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Subrecipient was not in breach or that Subrecipient’s action or inaction was excusable, such termination shall be treated as a termination in the public interest , and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State for any damages sustained by the State in connection with any breach by Subrecipient, and the State may withhold payment to Subrecipient for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Subrecipient is determined. The State may withhold any amount that may be due Subrecipient as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Subrecipient’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Subrecipient to an adjustment in price or cost or an adjustment in the performance schedule. Subrecipient shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Subrecipient after the suspension of performance. b. Withhold Payment Withhold payment to Subrecipient until Subrecipient corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Subrecipient’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state ; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Subrecipient’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 48 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 14 of 44 Version 10/23/19 e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Subrecipient shall, as approved by the State (i) secure that right to use such Work for the State and Subrecipient; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. B. Subrecipient’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient, following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available at law and equity. 13. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Subrecipient for resolution. B. Resolution of Controversies If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Subrecipient shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S., for resolution following the same resolution of controversies process as described in §§24 -106-109, and 24-109-101.1 through 24-109-505, C.R.S., (collectively, the “Resolution Statutes”), except that if Subrecipient wishes to challenge any decision rendered by the Procurement Official, Subrecipient’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Subrecipient pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement . 14. NOTICES and REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Subrecipient agrees to provide to the State a royalty-free, non-exclusive and irrevocable license to reproduce publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal Awarding Agency’s and State’s purposes. All Work Product shall be delivered to the State by Subrecipient upon completion or termination hereof. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 49 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 15 of 44 Version 10/23/19 B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and information provided by or on behalf of the State to Subrecipient are the exclusive property of the State (collectively, “State Materials”). Subrecipient shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the perfo rmance of Subrecipient’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Subrecipient shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Subrecipient Subrecipient retains the exclusive rights, title, and ownership to any and all pre -existing materials owned or licensed to Subrecipient including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third -party materials, delivered by Subrecipient under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Subrecipient Property”). Subrecipient Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 16. GENERAL PROVISIONS A. Assignment Subrecipient’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Subrecipient’s rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Subrecipient shall submit to the State a copy of each such subaward or subcontract upon request by the State. All subawards and subcontracts entered into by Subrecipient in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with whom Subrecipient enters into a subcontract or subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by Subrecipient shall also contain provisions permitting both Subrecipient and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C. Binding Effect Except as otherwise provided in §16.A, all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 50 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 16 of 44 Version 10/23/19 G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this Agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Subrecipient’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes such taxes on Subrecipient. Subrecipient shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §16.A, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 51 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 17 of 44 Version 10/23/19 Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Subrecipient’s industry, trade, or profession. S. Licenses, Permits, and Other Authorizations i. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State of Colorado, shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its sole expense, a certificate of authority to transact business in the St ate of Colorado and designate a registered agent in Colorado to accept service of process. T. Federal Provisions Subrecipient shall comply with all applicable requirements of Exhibits C and D at all times during the term of this Agreement. 17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all agreements except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24 -37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available . C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. Subrecipient shall perform its duties hereunder as an independent contractor and not as an employee. Neither Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the State. Subrecipient shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Subrecipient and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Subrecipient or any of its agents or employees. Subrecipient shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Subrecipient shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 52 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 18 of 44 Version 10/23/19 E. COMPLIANCE WITH LAW. Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Subrecipient harmless; requires the State to agree to binding arbitration; limits Subrecipient’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that con flicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24 -106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Subrecipient hereby certifies and warrants that, during the term of this Agreement and any extensi ons, Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Subrecipient is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Subrecipient has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Subrecipient’s services and Subrecipient shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Subrecipient in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Subrecipient by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Subrecipient, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Subrecipient certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E-Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Subrecipient shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that fails to certify to Subrecipient that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Subrecipient (i) shall not use E-Verify DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 53 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 19 of 44 Version 10/23/19 Program or the program procedures of the Colorado Department of Labor and Employment (“Department Program”) to undertake pre-employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within three days if Subrecipient has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Dep artment of Labor and Employment. If Subrecipient participates in the Department program, Subrecipient shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Subrecipient has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Subrecipient fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated, Subrecipient shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24 -76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 54 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 20 of 44 Version 10/23/19 EXHIBIT A, STATEMENT OF WORK AND BUDGET Project Description* 2021 5311 Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) & Winter Surge Operating Federal Awarding Agency Federal Transit Administration (FTA) Federal Regional Contact Cindy Terwilliger Federal Award Date To Be Determined Project End Date December 31, 2022 FAIN To Be Determined CFDA# 20.509 CFDA Title Formula Grants for Rural Areas Program Subrecipient Vail, Town of DUNS # 075753293 Contact Name Chris Southwick Vendor # 2000003 Address 75 South Frontage Road Vail, CO 81657-5096 Phone # (908) 752-2759 Email csouthwick@vailgov.com Indirect Rate N/A Total Project Budget $3,579,226.00 Budget WBS** ALI Federal Funds Local Funds Total Operating 21-11-4CRSA.VAIL.600 30.09.08 100% $3,579,226.00 0% $0.00 $3,579,226.00 Total Project Amount Encumbered via this Subaward Agreement $3,579,226.00 *This is not a research and development grant. **The WBS numbers may be replaced without changing the amount of the subaward at CDOT’s discretion. A. Project Description Town of Vail shall maintain the existence of public transportation services through but not limited to the following goals: 1. Support transit operations to prevent, prepare for, and respond to COVID -19 (see Section D for more details); 2. Enhance access to health care, education, employment, public services, recreation, social transactions, and other basic needs; 3. Assist in the maintenance, development, improvement and use of public transportation in their Transportation Planning Region (TPR); 4. Encourage and facilitate the most efficient use of all transportation funds used to provide passenger transportation in their TPR through the coordination of programs and services; and 5. Encourage mobility management, employment -related transportation alternatives, joint development practices, and transit-oriented development. This funding provides support for the services described above for the performance period from October 1, 2020 to December 31, 2022. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 55 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 21 of 44 Version 10/23/19 B. Performance Standards 1. Project Milestones Milestone Description Original Estimated Completion Date Submit Reimbursement Request in COTRAMS Monthly Submit Quarterly Reports in COTRAMS Quarterly Submit Final Reimbursement Request in COTRAMS 3/1/2023 IMPORTANT NOTE: All milestones in this Statement of Work (except for the final reimbursement request) must be completed no later than the expiration date of this Subaward Agreement: December 31, 2022. 2. Performance will be reviewed throughout the duration of this Subaward Agreement. Town of Vail shall report to the CDOT Project Manager whenever one or more of the following occurs: a. Budget or schedule changes; b. Scheduled milestone or completion dates are not met; c. Identification of problem areas and how the pro blems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. C. Project Budget 1. The Total Project Budget is $3,579,226.00. CDOT will pay 100% of the eligible, actual operating costs, up to the maximum amount of $3,579,226.00. CDOT will retain any remaining balance of the federal share of CRRSAA FTA-5311 Funds. Town of Vail shall be solely responsible for all costs incurred in the project in excess of the amount paid by CDOT from Federal Funds for the federal share of eligible, actual costs. For CDOT accounting purposes, the Federal Funds of $3,579,226.00 (100%) for operating costs, will be encumbered for this Subaward Agreement. 2. No refund or reduction of the amount of Town of Vail’s share to be provided will be allowed unless there is at the same time a refund or reduction of the federal share of a proportionate amount. 3. Per the terms of this Subaward Agreement, CDOT shall have no obligation to provide state funds for use on this project. CDOT will administer Federal Funds for this Project under the terms of this Subaward Agreement, provided that the federal share of FTA funds to be administered by CDOT are made available and remain available. Town of Vail shall initiate and prosecute to completion all actions necessary to enable Town of Vail to provide its share of the Total Project Budget at or prior to the time that such funds are needed to meet the Total Project Budget. D. Allowable Costs 1. Town of Vail shall agree to adhere to the provisions for allowable and unallowable costs cited in the following regulations: 2 CFR 200.420 through 200.475; FTA C 5010.1E Chapter VI : Financial Management; Master Agreement, Section 6 “Non-Federal Share;” and 2 CFR 200.102. Other applicable requirements for cost allowability not cited previously, shall al so be considered. Town of Vail’s operating expenses (net fare revenue) are eligible beginning October 1, 2020. Those costs include: a. Paying administrative leave of operations personnel due to reductions in services or quarantine; paratransit service operating expenses; b. Items having a useful life of less than one year, including personal protective equipment and cleaning supplies; or DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 56 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 22 of 44 Version 10/23/19 c. Costs directly related to system operations. Town of Vail at a minimum, should consider the following items as operating expenses: fuel, oil, drivers and dispatcher salaries and fringe benefits, and licenses. 2. Eligible expenses under CRRSAA funds cannot also be reimbursed utilizing regular 5311 or CARES Act funds. E. Reimbursement Eligibility 1. Town of Vail must submit invoice(s) monthly via COTRAMS. Reimbursement will apply only to eligible expenses that are incurred within the period of performance (October 1, 2020 – December 31, 2022) of this Subaward Agreement. 2. Reimbursement requests must be within the limits of Section D., Allowable Costs, of this Subaward Agreement. 3. Town of Vail must submit the final invoice within sixty (60) calendar days of December 31, 2022, and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) days of issuance of the final reimbursement payment. F. Training In an effort to enhance transit safety, Town of Vail and any subrecipients and subcontractors shall make a good faith effort to ensure that appropriate training of agency and contracted personnel is oc curring and that personnel are up to date in appropriate certifications. In particular, Town of Vail shall ensure that driving personnel are provided professional training in defensive driving and training on the handling of mobility devices and transporti ng older adults and people with disabilities. G. Restrictions on Lobbying Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement. H. Special Conditions 1. Town of Vail will comply with all requirements imposed by CDOT on Town of Vail so that the federal award is used in accordance with federal statutes, regulations, and the terms and conditions of the federal award. 2. Town of Vail agrees that if it receives federal funding from the Federal Emergency Management Agency (FEMA) or through a pass-through entity through the Robert T. Stafford Disaster Relief and Emergency Assistance Act, a different federal agency, or insurance proceeds for any portion of a project activity approved for FTA funding under this Grant Agreement, it will provide written notification to CDOT, and reimburse CDOT for any federal share that duplicates funding provided by FEMA, another federal agency, or an insurance company. 3. Town of Vail must permit CDOT and their auditors to have access to Town of Vail’s records and financial statements as necessary, with reasonable advance notice. 4. Record retention shall adhere to the requirements outlined in 2 CFR 200.333 and FTA C 5010.1E. 5. Town of Vail cannot request reimbursement for costs on this project from mo re than one Federal Awarding Agency or other federal awards (i.e., no duplicate billing). 6. Town of Vail must obtain prior CDOT approval, in writing, if FTA funds are intended to be used for payment of a lease or for third-party contracts. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 57 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 23 of 44 Version 10/23/19 7. If receiving FTA 5311 funding, Town of Vail shall advertise its fixed route and/or rural based service as available to the general public and service will not be explicitly limited by trip purpose or client type. 8. If receiving FTA 5311 funding, Town of Vail shall maintain and report annually all information required by NTD and any other financial, fleet, or service data. 9. If receiving FTA 5311 or 5339 funding, Town of Vail will ensure subcontractors and subrecipients comply with FTA Drug and Alcohol Regulations. 10. Town of Vail will comply with the Federal Transit Administration (FTA) Drug and Alcohol Regulations, to include on time submission to FTA’s Drug and Alcohol Management Information System (DAMIS). 11. Town of Vail shall ensure that it does not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color, national origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of 1964. 12. Town of Vail shall seek to ensure non-discrimination in its programs and activities by developing and maintaining a Title VI Program in accordance with the “Requirements for FTA Subrecipients” in CDOT’s Title VI Program Plan and Federal Transit Administration Circular 4702.1B, “Title VI Requirements and Guidelines for FTA Recipients.” The Party shall also facilitate FTA’s compliance with Executive Order 12898 and DOT Order 5610.2(a) by incorporating the principles of environmental justice in planning, project development and public outreach in accordance with FTA Circular 4703.1 “Environmental Justice Policy Guidance for Federal Transit Administration Recipients.” 13. Town of Vail will provide transportation services to persons with disabilities in accordance with the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq. 14. Town of Vail shall develop and maintain an ADA Program in accordance with 28 CFR Part 35, Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA Circular 4710.1, and any additional requirements established by CDOT for FTA Subrecipients. 15. Town of Vail shall ensure that it will comply with the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local laws, rules and/or regulations. In any contract utilizing federal funds, land, or other federal aid, Town of Vail shall require its subrecipients and/or contractors to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. 16. Town of Vail shall agree to produce and maintain documentation that supports compliance with the Americans with Disabilities Act to CDOT upon request. 17. Town of Vail shall update its Agency Profile in COTRAMS with any alterations to existing construction or any new construction in accordance with FTA Circular 4710.1. 18. If applicable, Town of Vail will adopt a Transit Asset Management Plan that complies with regulations implementing 49 U.S.C. § 5326(d). 19. Town of Vail shall include nondiscrimination language and the Disadvantaged Business Enterprise (DBE) assurance in all contracts and solicitations in accordance with DBE regulations, 49 CFR part 26 and CDOT’s DBE program. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 58 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 24 of 44 Version 10/23/19 EXHIBIT B, SAMPLE OPTION LETTER State Agency Department of Transportation Option Letter Number Insert the Option Number (e.g. "1" for the first option) Subrecipient Insert Subrecipient's Full Legal Name, including "Inc.", "LLC", etc... Original Agreement Number Insert CMS number or Other Contract Number of the Original Contract Subaward Agreement Amount Federal Funds Option Agreement Number Insert CMS number or Other Contract Number of this Option Maximum Amount (%) $0.00 Local Funds Agreement Performance Beginning Date The later of the Effective Date or Month, Day, Year Local Match Amount (%) $0.00 Agreement Total $0.00 Current Agreement Expiration Date Month, Day, Year 1. OPTIONS: A. Option to extend for an Extension Term or End of Term Extension. 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert start date and ending on the current agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. B. For use with Options 1(A): The Subaward Agreement Amount table on the Agreement’s Cover Page is hereby deleted and replaced with the Current Subaward Agreement Amount table shown above. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or ____, whichever is later. STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director By: ________________________________________ Herman Stockinger, Deputy Director and Director of Policy Date: ________________________________ In accordance with §24-30-202, C.R.S., this Option Letter is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:_______________________________________ Department of Transportation Option Letter Effective Date: __________________ DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 59 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 25 of 44 Version 10/23/19 EXHIBIT C, FEDERAL PROVISIONS 1. APPLICABILITY OF PRO VISIONS 1.1. The Contract to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Contract, or any attachments or exhibits incorporated into and made a part of the Contract, the provisions of these Federal Provisions shall control. 2. DEFINITIONS 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Award” means an award of Federal financial assistance, and the Contract setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.1.1. Awards may be in the form of: 2.1.1.1.1. Grants; 2.1.1.1.2. Contracts; 2.1.1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 2.1.1.1.4. Loans; 2.1.1.1.5. Loan Guarantees; 2.1.1.1.6. Subsidies; 2.1.1.1.7. Insurance; 2.1.1.1.8. Food commodities; 2.1.1.1.9. Direct appropriations; 2.1.1.1.10. Assessed and voluntary contributions; and 2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. 2.1.1.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 2.1.1.2. Award does not include: 2.1.1.2.1. Technical assistance, which provides services in lieu of money; 2.1.1.2.2. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 2.1.1.2.3. Any award classified for security purposes; or 2.1.1.2.4. Any award funded in whole or in part with Recove ry funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111 -5). 2.1.2. “Contract” means the Agreement or Subaward Agreement to which these Federal Provisions are attached and includes all Award types in §2.1.1.1 of this Exhibit. 2.1.3. “Contractor” means the party or parties to a Contract or Subaward Agreement funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes Subrecipients and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 2.1.4. “Data Universal Numbering System (DUNS) Number” means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s website may be found at: http://fedgov.dnb.com/webform. 2.1.5. “Entity” means all of the following as defined at 2 CFR part 25, subpart C; DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 60 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 26 of 44 Version 10/23/19 2.1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 2.1.5.2. A foreign public entity; 2.1.5.3. A domestic or foreign non-profit organization; 2.1.5.4. A domestic or foreign for-profit organization; and 2.1.5.5. A Federal agency, but only a Subrecipient under an Award or Sub award to a non-Federal entity. 2.1.6. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.7. “Federal Award Identification Number (FAIN)” means an Award number assigned by a Federal agency to a Prime Recipient. 2.1.8. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR §200.37 2.1.9. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110 -252. FFATA, as amended, also is referred to as the “Transparency Act.” 2.1.10. “Federal Provisions” means these Federal Provisions subject to the Transparency Act and Uniform Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2.1.11. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.12. “Prime Recipient” means a Colorado State agency or institution of higher education that receives an Award. 2.1.13. “Subaward” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR §200.38. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.14. “Subrecipient” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term “Subrecipient” includes and may be referred to as Subrecipient. The term does not include an individual who is a beneficiary of a federal program. 2.1.15. “Subrecipient Parent DUNS Number” means the sub recipient parent organization’s 9 -digit Data Universal Numbering System (DUNS) number that appears in the sub recipient’s System for Award Management (SAM) profile, if applicable. 2.1.16. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 2.1.17. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year and includes the following: 2.1.17.1. Salary and bonus; 2.1.17.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.17.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.17.4. Change in present value of defined benefit and actuarial pension plans; 2.1.17.5. Above-market earnings on deferred compensation which is not tax-qualified; DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 61 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 27 of 44 Version 10/23/19 2.1.17.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.18. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 2.1.19. “Uniform Guidance” means the Office of Management and Budget Uniform Administra tive Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.20. “Vendor” means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 3. COMPLIANCE 3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions of the Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these Federal Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM (DUNS) REQUIREMENTS 4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor’s information. 5. TOTAL COMPENSATION 5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 5.1.2. In the preceding fiscal year, Contractor received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontra cts and/or Federal financial assistance Awards or Sub awards subject to the Transparency Act; and 5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Sub awards subject to the Transparency Act; and 5.1.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING 6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in this Exhibit DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 62 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 28 of 44 Version 10/23/19 are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor’s obligations under this Contract. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de - obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014 . 8. SUBRECIPIENT REPORTING REQUIREMENTS 8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below. 8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Sub award was made: 8.1.1.1. Subrecipient DUNS Number; 8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 8.1.1.3. Subrecipient Parent DUNS Number; 8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Agreement, the following data elements: 8.1.2.1. Subrecipient’s DUNS Number as registered in SAM. 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 9. PROCUREMENT STANDARDS 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, p rovided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 9.2. Procurement of Recovered Materials. If a Subrec ipient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price o f the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 63 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 29 of 44 Version 10/23/19 10. ACCESS TO RECORDS 10.1. A Subrecipient shall permit Recipient and auditors to have access to Sub recipient’s records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass - through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 11. SINGLE AUDIT REQUIREMENTS 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501. 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507 (Program-specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program - specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F-Audit Requirements. 12. CONTRACT PROVISIONS FOR SUBRECIPIENT CONTRACTS 12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Agreement. 12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60 - 1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964 - 1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Op portunity, Department of Labor. 12.1.1.1. During the performance of this contract, the contractor agrees as follows: 12.1.1.1.1. Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 64 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 30 of 44 Version 10/23/19 for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 12.1.1.1.2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 12.1.1.1.3. Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 12.1.1.1.5. Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 12.1.1.1.6. In the event of Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 12.1.1.1.7. Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.” 12.1.2. Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contra cts must also include a provision for compliance with the Copeland “Anti -Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 65 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 31 of 44 Version 10/23/19 12.1.3. Rights to Inventions Made Under a Contract or Contract. If the Federal Award meets the definition of “funding Contract” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding Contract,” Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Contracts,” and any implementing regulations issued by the awarding agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subawards of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier-to-tier up to the non-Federal award. 13. CERTIFICATIONS 13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed, or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted . 14. EXEMPTIONS 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 14.3. There are no Transparency Act reporting requirements for Vendors. 15. EVENT OF DEFAULT 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 -day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 66 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 32 of 44 Version 10/23/19 EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES All FTA-Assisted Third-Party Contracts and Subawards from the Current FTA Master Agreement [FTA MA(23)] Section 3.l. – No Federal government obligations to third-parties by use of a disclaimer No Federal/State Government Commitment or Liability to Third Parties. Except as the Federal Government or CDOT expressly consents in writing, the Subrecipient agrees that: (1) The Federal Government or CDOT do not and shall not have any commitment or liability related to the Agreement, to any Third-Party Participant at any tier, or to any other person or entity that is not a party (FTA, CDOT or the Subrecipient) to the Agreement, and (2) Notwithstanding that the Federal Government or CDOT may have concurred in or approved any Solicitation or Third-Party Agreement at any tier that may affect the Agreement, the Federal Government and CDOT does not and shall not have any commitment or liability to any Third Party Participant or other entity or person that is not a party (FTA, CDOT, or the Subrecipient) to the Agreement. Section 4.f. – Program fraud and false or fraudulent statements and related acts False or Fraudulent Statements or Claims. (1) Civil Fraud. The Subrecipient acknowledges and agrees that: (a) Federal laws, regulations, and requirements apply to itself and its Agreement, including the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq., and U.S . DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R. part 31. (b) By executing the Agreement, the Subrecipient certifies and affirms to the Federal Government the truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or representation that the Subrecipient provides to the Federal Government and CDOT. (c) The Federal Government and CDOT may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, and other applicable penalties if the Subrecipient presents, submits, or makes available any false, fictitious, or fraudulent information. (2) Criminal Fraud. The Subrecipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal Government to impose the penalties under 18 U.S.C. § 1001 if the Subrecipient provides a false, fictitious, or fraudulent claim, statement, submission, certification, assurance , or representation in connection with a federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law. Section 9. Record Retention and Access to Sites of Performance. a. Types of Records. The Subrecipient agrees that it will retain, and will require its Third-Party Participants to retain, complete and readily accessible records related in whole or in part to the Underlying Agreement, including, but not limited to, data, documents, reports, statistics, subagreements, l eases, third party contracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. b. Retention Period. The Subrecipient agrees that it will comply with the record retention requirements in the applicable U.S. DOT Common Rule. Records pertaining to its Award, the accompanying Agreement, and any Amendments thereto must be retained from the day the Agreement was signed by the authorized FTA or State official through the course of the Award, the accompanying Agreement, and any Amendments thereto until three years after the Subrecipient has submitted its last or final expenditure report, and other pending matters are closed. c. Access to Recipient and Third-Party Participant Records. The Subrecipient agrees and assures that each Subrecipient, if any, will agree to: (1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit records and information related to its Award, the accompanying Agreement, and any Amendments thereto to the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, to the Comptroller General of the United States, and the Comptroller General’s duly authorized representatives, and to the Subrecipient and each of its Subrecipient, (2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any information related to its Award under the control of the Subrecipient or Third-Party Participant within books, records, accounts, or other locations, and (3) Otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the applicable U.S. DOT Common Rules. d. Access to the Sites of Performance. The Subrecipient agrees to permit, and to require its Third-Party Participants to permit, FTA and CDOT to have access to the sites of performance of its Award, the accompanying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with State and the U.S. DOT Common Rules. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 67 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 33 of 44 Version 10/23/19 e. Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of th e Master Agreement. 3.G – Federal Changes Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance . The Subrecipient agrees to comply with all applicable federal requirements and federal guidance. All standards or limits are minimum requirements when those standards or limits are included i n the Recipient’s Agreement or this Master Agreement. At the time the FTA Authorized Official (CDOT) awards federal assistance to the Subrecipient in support of the Agreement, the federal requirements and guidance that apply then may be modified from time-to-time and will apply to the Subrecipient or the accompanying Agreement. 12 – Civil Rights a. Nondiscrimination – Title VI of the Civil Rights Act. The Subrecipient agrees to, and assures that each Third- Party Participant, will: (1) Prohibit discrimination on the basis of race, color, or national origin, (2) Comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., (b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and (c) Federal transit law, specifically 49 U.S.C. § 5332 , and (3) Follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and (c) All other applicable federal guidance that may be issued. b. Equal Employment Opportunity. (1) Federal Requirements and Guidance. The Subrecipient agrees to, and assures that each Third-Party Participant will, prohibit, discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin, and: (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity” September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs, (c) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement, (d) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients,” and (e) Follow other federal guidance pertaining to EEO laws, regulations, and requirements, and prohibitions against discrimination on the basis of disability, (2). Specifics. The Subrecipient agrees to, and assures that each Third-Party Participant will: (a) Prohibited Discrimination. Ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their race, color, religion, national origin, disability, age, sexual orientation, gender identity, or status as a parent, as provided in Executive Order No. 11246 and by any later Executive Order that amends or supersedes it, and as specified by U.S. Department of Labor regulations, (b) Affirmative Action. Take affirmative action that includes, but is not limited to: 1 Recruitment advertising, recruitme nt, and employment, 2 Rates of pay and other forms of compensation, 3 Selection for training, including apprenticeship, and upgrading, and 4 Transfers, demotions, layoffs, and terminations, but (c) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer,” and (3) Equal Employment Opportunity Requirements for Construction Activities . Comply, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), with: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 68 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 34 of 44 Version 10/23/19 (b) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. c. Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal prohibitions against discrimination on the basis of disability: (1) Federal laws, including: (a) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs, Projects, or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: 1 For FTA Recipients generally, Titles I, II, and III of the ADA apply, but 2 For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of “employer,” (c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance, including: (a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. part 37, (b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27, (c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, (d) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 C.F.R. part 39, (e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. part 35, (f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, (j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, (k) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance,” and (l) Other applicable federal civil rights and nondiscrimination regulations and guidance. Incorporation of FTA Terms – 16.a. a. Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees: (1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements, (2) To comply with the applicable U.S. DOT Common Rules, and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance. Energy Conservation – 26.j a. Energy Conservation. The Subrecipient agrees to, and assures that its Subrecipients, if any, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6321 et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, “Requirements for Energy Assessments,” 49 C.F.R. part 622, subpart C. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 69 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 35 of 44 Version 10/23/19 Applicable to Awards exceeding $10,000 Section 11. Right of the Federal Government to Terminate. a. Justification. After providing written notice to the Subrecipient, the Subrecipient agrees that the Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal assista nce for the Award if: (1) The Subrecipient has failed to make reasonable progress implementing the Award, (2) The Federal Government determines that continuing to provide federal assistance to support the Award does not adequately serve the purposes of the law authorizing the Award, or (3) The Subrecipient has violated the terms of the Agreement, especially if that violation would endanger substantial performance of the Agreement. b. Financial Implications. In general, termination of federal assistance for the Award will not invalidate obligations properly incurred before the termination date to the extent that the obligations cannot be canceled. The Federal Government may recover the federal assistance it has provided for the Award, including the federal assistance for obligations properly incurred before the termination date, if it determines that the Subrecipient has misused its federal assistance by failing to make adequate progress, failing to make appropriate use of the Project property, or failing to comply with the Agreement, and require the Subrecipient to refund the entire amount or a lesser amount, as the Federal Government may determine including obligations properly incurred before the termination date. c. Expiration of the Period of Performance. Except for a Full Funding Grant Agreement, expiration of any period of performance established for the Award does not, by itself, constitute an expiration or termination of the Award; FTA may extend the period of performance to assure that each Formula Pro ject or related activities and each Project or related activities funded with “no year” funds can receive FTA assistance to the extent FTA deems appropriate. Applicable to Awards exceeding $25,000 From Section 4. Ethics. a. Debarment and Suspension. The Subrecipient agrees to the following: (1) It will comply with the following requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200. (2) It will not enter into any arrangement to participate in the development or implementation of the Underlying Agreement with any Third-Party Participant that is debarred or suspended except as authorized by: (a) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, (b) U.S. OMB regulatory guidance, “Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180, including any amendments thereto, (c) Executive Orders No. 12549, “Uniform Suspension, Debarment, or Exclusion of Participants from Procurement or Nonprocurement Activity,” October 13, 1994,” 31 U.S.C. § 6101 note, as amended by Executive Order No. 12689, “Debarment and Suspension,” August 16, 1989 , 31 U.S.C. § 6101 note, and (d) Other applicable federal laws, regulations, or guidance regarding participation with debarred or suspended Subrecipients or Third-Party Participants. (3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200. (4) It will include, and require each Third-Party Participant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant: (a) Complies with federal debarment and suspension requirements, and (b) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200. (5) If the Subrecipient suspends, debars, or takes any similar action against a Third-Party Participant or individual, the Subrecipient will provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Subrecipient is located or implements the Agreement, (b) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or (c) FTA Chief Counsel. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 70 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 36 of 44 Version 10/23/19 Applicable to Awards exceeding the simplified acquisition threshold ($100,000-see Note) Note: Applicable when tangible property or construction will be acquired Section 15. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA’s U.S. domestic preference requirements and follow federal guidance, including: Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA regulations, “Buy America Requirements,” 49 C.F.R. part 661, to the extent consistent with 49 U.S.C. § 5323(j). Section 39. Disputes, Breaches, Defaults, or Other Litigation. a. FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or disagreement involving the Award, the accompanying Agreement, and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise. b. Notification to FTA. If a current or prospective legal matter that may affect the Federal Government emerges, the Subrecipient must promptly notify the FTA Chief Counsel, or FTA Regional Counsel for the Region in which the Subrecipient is located. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto , or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements. (3) If the Subrecipient has credible evidence that a Principal, Official, Employee, Agent, or Third Party Participant of the Subrecipient, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct involving fed eral assistance, the Subrecipient must promptly notify the U.S. DOT Inspector General, in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Subrecipient is located. c. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for the Agreement. Notwithstanding the preceding sentence, the Subrecipient may return all liquidated damages it receives to its Award Budget for its Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Subrecipient receives FTA’s prior written concurrence. d. Enforcement. The Subrecipient must pursue its legal rights and remedies available under any third-party agreement, or any federal, state, or local law or regulation. Applicable to Awards exceeding $100,000 by Statute From Section 4. Ethics. a. Lobbying Restrictions. The Subrecipient agrees that neither it nor any Third-Party Participant will use federal assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a member of Congress, or officer or employee of Congress on matters that involve the Agreement, incl uding any extension or modification, according to the following: (1) Laws, Regulations, Requirements, and Guidance. This includes: (a) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended, (b) U.S. DOT regulations, “New Restrictions on Lobbying,” 49 C.F.R. part 20, to the extent consistent with 31 U.S.C. § 1352, as amended, and (c) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal assistance for any activity concerning legislation or appropriatio ns designed to influence the U.S. Congress or a state legislature, and (2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such lobbying activities described above may be undertaken through the Subrecipient’s or Subrecipient’s proper official channels. Section 26. Environmental Protections – Clean Air and Clean Water Other Environmental Federal Laws. The Subrecipient agrees to comply or facilitate compliance and assures that its Third Party Participants will comply or facilitate compliance with all applicable federal laws, regulations, and requirements, and will follow applicable guidance, including, but not limited to, the Clean Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 71 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 37 of 44 Version 10/23/19 Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order Nos. 11988 and 13690 relating to “Floodplain Management.”) Applicable with the Transfer of Property or Persons Section 15. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA’s U.S. domestic preference requirements and follow federal guidance, including: a. Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA regulations, “Buy America Requirements,” 49 C.F.R. part 661, to the extent consistent with 49 U.S.C. § 5323(j), b. Cargo Preference. Preference – Use of United States-Flag Vessels. The shipping requirements of 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 C.F.R. part 381, and c. Fly America. The air transportation requirements of Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301 -10.131 – 301-10.143. Applicable to Construction Activities Section 24. Employee Protections. a. Awards Involving Construction. The Subrecipient agrees to comply and assures that each Third-Party Participant will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Agreement, including the: (1) Prevailing Wage Requirements of: (a) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “Davis -Bacon Related Act”), (b) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147, and (c) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. (2) Wage and Hour Requirements of: (a) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., an (b) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. (3) “Anti-Kickback” Prohibitions of: (a) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874, (b) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145, and (c) U.S. DOL regulations, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States,” 29 C.F.R. part 3. (4) Construction Site Safety of: (a) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and (b) U.S. DOL regulations, “Recording and Reporting Occupational Injuries and Illnesses,” 29 C.F.R. part 1904; “Occupational Safety and Health Standards,” 29 C.F.R. part 1910; and “Safety and Health Regulations for Construction,” 29 C.F.R. part 1926. From Section 16 b. Bonding. The Subrecipient agrees to comply with the following bonding requirements and restrictions as provided in federal regulations and guidance: 1 Construction. As provided in federal regulations and modified by FTA guidance, for each Project or related activities implementing the Agreement that involve construction, it will provide bid guarantee bonds, contract performance bonds, and payment bonds. 2 Activities Not Involving Construction. For each Project or related activities implementing the Agreement not involving construction, the Subrecipient will not impose excessive bonding and will follow FTA guidance. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 72 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 38 of 44 Version 10/23/19 From Section 23 c. Seismic Safety. The Subrecipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. § 7701 et seq., and U.S. DOT regulations, “Seismic Safety,” 49 C.F.R. part 41, specifically, 49 C.F.R. § 41.117. Section 12 Civil Rights D.3 d. Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), with: a. U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equ al Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and b. Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. Applicable to Nonconstruction Activities From Section 24. Employee Protections a. Awards Not Involving Construction. The Subrecipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing wage and hour protections for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject t o the Contract Work Hours and Safety Standards Act),” 29 C.F.R. part 5. Applicable to Transit Operations a. Public Transportation Employee Protective Arrangements . As a condition of award of federal assistance appropriated or made available for FTA programs involving public transportation operations, the Subrecipient agrees to comply and assures that each Third-Party Participant will comply with the following employee protective arrangements of 49 U.S.C. § 5333(b): (1) U.S. DOL Certification. When its Awarded, the accompanying Agreement, or any Amendments thereto involve public transportation operations and are supported with federal assistance appropriated or made available for 49 U.S.C. §§ 5307 – 5312, 5316, 5318, 5323(a)(1), 5323(b), 5323(d), 5328, 5337, 5338(b), or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal Government, U.S. DOL must provide a certification of employee protective arrangements before FTA may provide federal assistance for that Award. The Subrecipient agrees that the certification issued by U.S. DOL is a condition of the Agreement and that the Subrecipient must comply with its terms and conditions. (2) Special Warranty. When its Agreement involves public transportation operations and i s supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The Subrecipient agrees that its U.S. DOL Special Warranty is a condition of the Agreement and the Subrecipient must comply with its terms and conditions. (3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310. The Subrecipient agrees, and assures that any Third Party Participant providing public transportation operations will agree, that although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317, FTA has determined that it was not “necessary or appropriate” to apply the conditions of 49 U.S.C. § 5333(b) to any Subagreement participating in the program to provide public transportation for seniors (elderly individuals) and individuals with disabilities, FTA reserves the right to make case-by- case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and make other exceptions as it deems appropriate. Section 28. Charter Service. a. Prohibitions. The Recipient agrees that neither it nor any Third-Party Participant involved in the Award will engage in charter service, except as permitted under federal transit laws, specifically 49 U.S.C. § 5323(d), (g), and (r), FTA regulations, “Charter Service,” 49 C.F.R. part 604, any other Federal Charter Service regulations, federal requirements, or federal guidance. b. Exceptions. Apart from exceptions to the Charter Service restrictions in FTA’s Charter Service regulations, FTA has established the following additional exceptions to those restrictions: DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 73 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 39 of 44 Version 10/23/19 (1) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with federal assistance appropriated or made available for 49 U.S.C. § 5307 to support a Job Access and Reverse Commute (JARC)- type Project or related activities that would have been eligible for assistance under repealed 49 U.S.C. § 5316 in effect in Fiscal Year 2012 or a previous fiscal year, provided that the Subrecipient uses that federal assistance for FTA program purposes only, and (2) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with the federal assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom -type Project or related activities that would have been eligible for federal assistance under re pealed 49 U.S.C. § 5317 in effect in Fiscal Year 2012 or a previous fiscal year, provided the Subrecipient uses that federal assistance for program purposes only. c. Violations. If it or any Third Party Participant engages in a pattern of violations of FTA ’s Charter Service regulations, FTA may require corrective measures and remedies, including withholding an amount of federal assistance as provided in FTA’s Charter Service regulations, 49 C.F.R. part 604, appendix D, or barring it or the Third Party Participant from receiving federal assistance provided in 49 U.S.C. chapter 53, 23 U.S.C. § 133, or 23 U.S.C. § 142. Section 29. School Bus Operations. a. Prohibitions. The Subrecipient agrees that neither it nor any Third Party Participant that is participating in its Award will engage in school bus operations exclusively for the transportation of students or school personnel in competition with private school bus operators, except as permitted by federal transit laws, 49 U.S.C. § 5323(f) or (g), FTA regulations, “School Bus Operations,” 49 C.F.R. part 605, and any other applicable federal “School Bus Operations” laws, regulations, federal requirements, or applicable federal guidance. b. Violations. If a Subrecipient or any Third-Party Participant has operated school bus service in violation of FTA’s School Bus laws, regulations, or requirements, FTA may require the Subrecipient or Third Party Participant to take such remedial measures as FTA considers appropriate, or bar the Subrecipient or Third Party Participant from receiving federal transit assistance. From Section 35 Substance Abuse c. Alcohol Misuse and Prohibited Drug Use. (1) Requirements. The Subrecipient agrees to comply and assures that its Third -Party Participants will comply with: (a) Federal transit laws, specifically 49 U.S.C. § 5331, (b) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49 C.F.R. part 655, and (c) Applicable provisions of U.S. DOT regulations, “Procedures for Transportation W orkplace Drug and Alcohol Testing Programs,” 49 C.F.R. part 40. (2) Remedies for Non-Compliance. The Subrecipient agrees that if FTA determines that the Subrecipient or a Third-Party Participant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49 C.F.R. part 655, the Federal Transit Administrator may bar that Subrecipient or Third Party Participant from receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive. Applicable to Planning, Research, Development, and Documentation Projects Section 17. Patent Rights. a. General. The Subrecipient agrees that: (1) Depending on the nature of the Agreement, the Federal Government may acquire patent rights when the Subrecipient or Third-Party Participant produces a patented or patentable invention, improvement, or discovery; (2) The Federal Government’s rights arise when the patent or patentable information is conceived or reduced to practice with federal assistance provided through the Agreement; or (3) When a patent is issued or patented information becomes available as described in the preceding section 17.a.(2) of this Master Agreement (FTA MA(23)), the Subrecipient will notify FTA immediately and provide a detailed report satisfactory to FTA. b. Federal Rights. The Subrecipient agrees that: (1) Its rights and responsibilities, and each Third-Party Participant’s rights and responsibilities , in that federally assisted invention, improvement, or discovery will be determi ned as provided in applicable federal laws, regulations, requirements, and guidance, including any waiver thereof, and (2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any Third Party Participant as a large business, small business, state government, state instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, or individual, the DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 74 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 40 of 44 Version 10/23/19 Subrecipient will transmit the Federal Government’s patent rights to FTA, as specified in 35 U.S.C. § 200 et seq., and U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F.R. part 401. c. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Agreement are program income and must be used in compliance with applicable federal requirements. Section 18. Rights in Data and Copyrights. a. Definition of “Subject Data.” As used in this section, “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Agreement. Examples of “subject data” include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Agreement. b. General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Agreement: (1) Prohibitions. The Subrecipient may not publish or reproduce any subject data, in whole, in part, or in any manner or form, or permit others to do so. (2) Exceptions. The prohibitions do not apply to publications or reproductions for the Subrecipient’s own internal use, an institution of higher learning, the portion of subject data that the Federal Government has previously released or approved for release to the public, or the portion of data that has the Federal Government’s prior written consent for release. c. Federal Rights in Data and Copyrights. The Subrecipient agrees that: (1) General. It must provide a license to its “subject data” to the Federal Government that is royalty-free, non- exclusive, and irrevocable. The Federal Government’s license must permit the Federal Government to reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject data provided those actions are taken for Federal Government purposes, and (2) U.S. DOT Public Access Plan – Copyright License. The Subrecipient grants to U.S. DOT a worldwide, non- exclusive, non-transferable, paid-up, royalty-free copyright license, including all rights under copyright, to any and all Publications and Digital Data Sets as such terms are defined in the U.S. DOT Public Access plan, resulting from scientific research funded either fully or partially by this funding agreement. The Subrecipient herein acknowledges that the above copyright license grant is first in time to any and all other grants of a copyright license to such Publications and/or Digital Data Sets, and that U.S. DOT shall have priority over any other claim of exclusive copyright to the same. d. Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical Assistance, and Special Studies Programs. In general, FTA’s purpose in providing federal assistance for a research, development, demonstration, deployment, technical assistance, or special studies program is to increase transportation knowledge, rather than limit the benefits of the Award to the Subrecipient and its Third-Party Participants. Therefore, the Subrecipient agrees that: (1) Publicly Available Report. When an Award providing federal assistance for any of the programs described above is completed, it must provide a report of the Agreement that FTA may publish or make available for publication on the Internet. (2) Other Reports. It must provide other reports related to the Award that FTA may request. (3) Availability of Subject Data. FTA may make available its copyright license to the subject data, and a copy of the subject data to any FTA Recipient or any Third -Party Participant at any tier, except as the Federal Government determines otherwise in writing. (4) Identification of Information. It must identify clearly any specific confidential, privileged, or proprietary information submitted to FTA. (5) Incomplete. If the Award is not completed for any reason whatsoever, all data developed with federal assistance for the Award becomes “subject data” and must be delivered as the Federal Government may direct. (6) Exception. This section does not apply to an adaptation of any automatic data processing equipment or program that is both for the Subrecipient’s use and acquired with FTA capital program assistance. e. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Agreement are program income and must be used in compliance with federal applicable requirements. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 75 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 41 of 44 Version 10/23/19 f. Hold Harmless. Upon request by the Federal Government, the Subrecipient agrees that if it intentionally violates any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify, save, and hold harmless against any liability, including costs and expenses of the Federal Government’s officers, employees, and agents acting within the scope of their official duties. The Subrecipient will not be required to indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by applicable state law. g. Restrictions on Access to Patent Rights. Nothing in this section of this Master Agreement (FTA MA(23)) pertaining to rights in data either implies a license to the Federal Government under any patent, or may be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. h. Data Developed Without Federal Assistance or Support. The Subrecipient agrees that in certain circumstances it may need to provide to FTA data developed without any fed eral assistance or support. Nevertheless, this section generally does not apply to data developed without federal assistance, even though that data may have been used in connection with the Award. The Subrecipient agrees that the Federal Government will not be able to protect data developed without federal assistance from unauthorized disclosure unless that data is clearly marked “Proprietary,” or “Confidential.” i. Requirements to Release Data. The Subrecipient understands and agrees that the Federal Gover nment may be required to release data and information the Subrecipient submits to the Federal Government as required under: (1). The Freedom of Information Act (FOIA), 5 U.S.C. § 552, (2) The U.S. DOT Common Rules, (3) U.S. DOT Public Access Plan, which provides that the Subrecipient agrees to satisfy the reporting and compliance requirements as set forth in the U.S. DOT Public Access plan, including, but not limited to, the submission and approval of a Data Management Plan, the use of Open Researcher and C ontributor ID (ORCID) numbers, the creation and maintenance of a Research Project record in the Transportation Research Board’s (TRB) Research in Progress (RiP) database, and the timely and complete submission of all required publications and associated digital data sets as such terms are defined in the DOT Public Access plan. Additional information about how to comply with the requirements can be found at: http://ntl.bts.gov/publicaccess/howtocomply.html, or (4) Other federal laws, regulations, requirements, and guidance concerning access to records pertaining to the Award, the accompanying Agreement, and any Amendments thereto. Miscellaneous Special Requirements From Section 12. Civil Rights. a. Disadvantaged Business Enterprise (and Prompt Payment and Return of Retainage). To the extent authorized by applicable federal laws, regulations, or requirements, the Subrecipient agrees to facilitate, and assures that each Third-Party Participant will facilitate, participation by small business concerns owned an d controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Agreement as follows: (1) Statutory and Regulatory Requirements. The Subrecipient agrees to comply with: (a) Section 1101(b) of the FAST Act, 23 U.S.C. § 101 note, (b) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R. part 26, and (c) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement (FTA MA(23)). (2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating assistance and that will award prime third-party contracts exceeding $250,000 the requirements of 49 C.F.R. part 26. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that: (a) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part 26, and (b) Reporting TVM Awards. Within 30 days of any third -party contract award for a vehicle purchase, the Subrecipient must submit to FTA the name of the TVM contractor and the total dollar value of the third party contract, and notify FTA that this information has been attached to FTA’s electronic award management system. The Subrecipient must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing. (4) Assurance. As required by 49 C.F.R. § 26.13(a): (a) Recipient Assurance. The Subrecipient agrees and assures that: DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 76 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 42 of 44 Version 10/23/19 1 It must not discriminate on the basis of race, color, national origin, or s ex in the award and performance of any FTA or U.S. DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 It must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT assisted contracts, 3 Its DBE program, as required under 49 C.F.R. part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement, and 4 Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of the Master Agreement (FTA MA(23)). (b) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Subrecipient agrees and assures that it will include the following assurance in each subagreement and third-party contract it signs with a Subrecipient or Third-Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs: 1 The Subrecipient, each Third-Party Contractor, and each Third-Party Subcontractor must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 The Subrecipient, each Third-Party Contractor, and each Third-Party Subcontractor must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted subagreements, third party contracts, and third party subcontracts, as applicable, 3 Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of subparagraph 12.e(4)(b) (of FTA MA(23)) is a material breach of their subagreement, third party contract, or third party subcontract, as applicable, and 4 The following remedies, or such other remedy as the Subrecipient deems appropriate, include, but are not limited to, withholding monthly progress payments; assessing sanctions; liquidated damages; and/or disqualifying the Subrecipient, Third Party Contractor, or Third -Party Subcontractor from future bidding as non-responsible. (5) Remedies. Upon notification to the Subrecipient of its failure to carry out its approved program, FTA or U.S. DOT may impose sanctions as provided for under 49 C.F.R. part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq. From Section 12. Civil Rights. b. Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal prohibitions against discrimination on the basis of disability: (1) Federal laws, including: (a) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs, Projects, or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: 1 For FTA Recipients generally, Titles I, II, and III of the ADA apply, but 2 For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of “employer,” (c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance, including: (a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. part 37, (b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27, (c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 77 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 43 of 44 Version 10/23/19 (d) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 C.F.R. part 39, (e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. part 35, (f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, (j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, (k) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance,” and (l) Other applicable federal civil rights and nondiscrimination regulations and guidance . Section 16. Procurement. For Assignability a. Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees: (1 To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third-party procurements, (2) To comply with the applicable U.S. DOT Common Rules, and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance. State Requirements Section 37. Special Notification Requirements for States. a. Types of Information. To the extent required under federal law, the State, agrees to provide the following information about federal assistance awarded for its State Program, Project, or related activities: (1) The Identification of FTA as the federal agency providing the federal assistance for a State Program or Project, (2) The Catalog of Federal Domestic Assistance Number of the program from which the federal assistance for a State Program or Project is authorized, and (3) The amount of federal assistance FTA has provided for a State Program or Project. b. Documents. The State agrees to provide the information required under this provision in the following documents: (1) applications for federal assistance, (2) requests for proposals, or solicitations, (3) forms, (4) notifications, (5) press releases, and (6) other publications.. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 78 of 141 Contract Number: 21-HTR-ZL-00294/491002596 Page 44 of 44 Version 10/23/19 EXHIBIT E, VERIFICATION OF PAYMENT This checklist is to assist the Subrecipient in preparation of its billing packets to State. This checklist is provided as guidance and is subject to change by State. State shall provide notice of any such changes to Subrecipient. All items may not apply to your particular entity. State’s goal is to reimburse Subrecipients as quickly as possible and a well organized and complete billing packet helps to expedite payment. Verification of Payment –  General Ledger Report must have the following:  Identify check number or EFT number;  If no check number is available, submit Accounts Payable Distribution report with the General Ledger;  In-Kind (must be pre-approved by State) and/or cash match;  Date of the report;  Accounting period;  Current period transactions; and  Account coding for all incurred expenditures.  If no General Ledger Report, all of the following are acceptable :  copies of checks;  check registers; and  paycheck stub showing payment number, the amount paid, the check number or electronic funds transfer (EFT), and the date paid.  State needs to ensure that expenditures incurred by the local agencies have been paid by Party before State is invoiced by Party.  Payment amounts should match the amount requested on the reimbursement. Additional explanation and documentation is required for any variances. In-Kind or Cash Match – If an entity wishes to use these types of match, they must be approved by State prior to any Work taking place.  If in-kind or cash match is being used for the Local Match, the in-kind or cash match portion of the project must be included in the project application and the statement of work attached to the Agreement or purchase order. FTA does not require pre-approval of in-kind or cash match, but State does.  General ledger must also show the in-kind and/or cash match. Indirect costs – If an entity wishes to use indirect costs, the rate must be approved by State prior to applying it to the reimbursements.  If indirect costs are being requested, an approved indirect letter from State or your cognizant agency for indirect costs, as defined in 2 CCR §200. 19, must be provided. The letter must state what indirect costs are allowed, the approved rate and the time period for the approval. The indirect cost plan must be reconciled annually and an updated letter submitted each year thereafter. Fringe Benefits- Considered part of the Indirect Cost Rate and must be reviewed and approved prior to including these costs in the reimbursements.  Submit an approval letter from the cognizant agency for indirect costs, as defined in 2 CCR §200. 19, that verifies fringe benefit, or  Submit the following fringe benefit rate proposal package to State Audit Division:  Copy of Financial Statement;  Personnel Cost Worksheet;  State of Employee Benefits; and  Cost Policy Statement. DocuSign Envelope ID: DE40A85A-6517-4F9C-8EF8-DE774AFA5894 July 6, 2021 - Page 79 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Resolution 31, S eries 2021 a Resolution of the Vail Town C ouncil Approving an A mendment to an I ntergovernmental Agreement between the Town of Vail and the C olorado Department of Transportation AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments, or deny Resolution 31, S eries 2021 B AC K G RO UND: T he Town and the Colorado Department of Transportation (“C D O T ”) are parties to certain intergovernmental agreement for the design and construction of a berm on the North side of I nterstate 70. T he Town and C D O T wish to amend the I G A . S TAF F RE C O M M E ND AT I O N: Approve, approve with amendments, or deny R esolution 31, S eries 2021 AT TAC H ME N TS : Description Resolution 31, 2021 Amendment July 6, 2021 - Page 80 of 141 1 RESOLUTION NO. 31 SERIES 2021 A RESOLUTION OF THE VAIL TOWN COUNCIL APPROVING AN AMENDMENT TO AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION WHEREAS, the Town and the Colorado Department of Transportation (“CDOT”) are parties to certain intergovernmental agreement for the design and construction of a berm on the North side of Interstate 70 (the “IGA”); WHEREAS, the Town and CDOT wish to amend the IGA as set forth in Exhibit A, attached hereto and made a part hereof by this reference (the “Amendment”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Amendment in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the Amendment 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 6th day of July 2021. _________________________ Dave Chapin, Town Mayor ATTEST: _____________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 81 of 141 PO #: 351001301 Routing #: 16-HA3-XE-00090-M0002 Document Builder Generated Rev. 12/09/2016 Page 1 of 2 STATE OF COLORADO AMENDMENT Amendment #: 1 Project #: SIGNATURE AND COVER PAGE State Agency Department of Transportation Amendment Routing Number 16-HA3-XE-00090-M0002 Local Agency Town of Vail Original Agreement Routing Number 16-HA3-XE-00090 Agreement Maximum Amount Initial term State Fiscal Year Extension terms State Fiscal Year State Fiscal Year State Fiscal Year State Fiscal Year Total for all state fiscal years $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Agreement Performance Beginning Date The later of the effective date or July 20, 2016 Initial Agreement expiration date July 19, 2021 THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director ___________________________________________ Stephen Harelson, P.E., Chief Engineer Date: _________________________ LOCAL AGENCY Town of Vail ___________________________________________ Signature ___________________________________________ By: (Print Name and Title) Date: _________________________ LOCAL AGENCY (2nd Signature if Necessary) ___________________________________________ Signature ___________________________________________ By: (Print Name and Title) Date: _________________________ DocuSign Envelope ID: A80EE855-E9C6-488E-9162-89916E40BF59 Scott Robson Town Manager 6/26/2020 6/26/2020 July 6, 2021 - Page 82 of 141 PO #: 351001301 Routing #: 16-HA3-XE-00090-M0002 Document Builder Generated Rev. 12/09/2016 Page 2 of 2 1)PARTIES This Amendment (the “Amendment”) to the Original Agreement shown on the Signature and Cover Page for this Amendment (the “Agreement”) is entered into by and between the Local Agency and the State. 2)TERMINOLOGY Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Agreement shall be construed and interpreted in accordance with the Agreement. 3)EFFECTIVE DATE AND ENFORCEABILITY A.Amendment Effective Date This Amendment shall not be valid or enforceable until the Amendment Effective Date shown on the Signature and Cover Page for this Amendment. The State shall not be bound by any provision of this Amendment before that Amendment Effective Date, and shall have no obligation to pay the Local Agency for any Work performed or expense incurred under this Amendment either before or after the Amendment term shown in §3.B of this Amendment B.Amendment Term The Parties’ respective performances under this Amendment and the changes to the Agreement contained herein shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment and shall terminate on the termination of the Agreement. 4)PURPOSE CDOT and the Town of Vail entered into an Agreement for the Design and Construction of the West berm area, on the north side of Interstate 70 at approximate Milepost 178-179. The original Agreement listed the Total fill for the project approximately 71,000 cubic yard. CDOT was responsible for approximately 41,000 cubic yards and Town of Vail was responsible for approximately 30,000 cubic yards. The parties now wish to change the amount each party will be responsible for filling. Vail will be responsible for filling approximately 44,600 cubic yards and CDOT will be responsible for filling approximately 26,400 cubic yards for a total of approxima tely 71,000 cubic yards. 5)MODIFICATIONS Exhibit A, Scope of Work is removed and replaced in its entirety with Exhibit A-1, Scope of Work attached hereto and incorporated herein by reference. Upon execution of this Amendment, all references in the Agreeme nt to Exhibit A will be replaced with Exhibit A-1. 6)LIMITS OF EFFECT This Amendment is incorporated by reference into the Agreement, and the Agreement and all prior amendments or other modifications to the Agreement, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the Agreement, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Agreement or any prior modification to the Agreement, the provisions of this Amendment shall in all respects supersede, govern, and control. The provisions of this Amendment shall only supersede, govern, and control over the Special Provisions contained in the Agreement to the extent that this Amendment specifically modifies those Special Provisions. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK DocuSign Envelope ID: A80EE855-E9C6-488E-9162-89916E40BF59 July 6, 2021 - Page 83 of 141 Exhibit A-1 Page 1 of 1 Exhibit A-1 SCOPE OF WORK SEDIMENT CONTROL STORAGE 1-70 M.P. 178.0 - 179.0 CDOT and the Town of Vail are entering into this Intergovernmental Agreement for the Design and Construction of the West berm area, on the north side of Interstate 70 at approximate Milepost 178-179. The East berm is completed, the West berm will be located on CDOT right-of-way, Tract C (see Exhibit C) and an easement that was granted to the Town of Vail through a separate agreement with the Bald Mountain Townhome Association and will be shared between CDOT and Town of Vail. East Phase- Completed West Phase •The Town will be responsible for the design of the West berm including drainage, utilities, and retaining walls. CDOT will not participate in the cost, shown on Exhibit B. •Total fill approximately 71,000 cubic yards: o Approximately 26,400 cubic yards (CDOT) in the berm on Tract C and I-70 ROW o Approximately 44,600 cubic yards (Town of Vail) •The Town will obtain all necessary Town of Vail and CDOT clearances. CDOT will assist the Town with the CDOT environmental, ROW, and utility clearance. •The Town cannot begin construction until the design is approved by CDOT. •The Town will conduct operations during one of those years at an accelerated schedule and will be responsible as outlined in the SOW. CDOT can work in conjunction with the town of Vail's operation on a limited schedule. •FHWA will only grant Town access across the A-Line for one construction season. Prior to granting approval, an operational analysis of the traffic impacts caused by the MHT will be completed. •An approved MHT plan must be in place prior to the start of construction. •At any time unsafe traffic operations are brought to the attention of CDOT, Town access across the A- line will be revoked until an appropriate traffic control plan is developed by the Town and CDOT approval is granted. •The Town can work in conjunction with CDOT’s operations on a limited schedule with prior approval. •The Town will conduct operations during one year at an accelerated schedule. CDOT can work in conjunction with the Town’s operation on a limited schedule. Planting trees and all irrigation work shall be accomplished on the 5°' year of this contract. The Town shall only break the A-line during one construction season and only for the purpose of this project. •CDOT will be responsible for all the labor, materials and equipment for grading the berm to the approved plans. •CDOT will be responsible for obtaining a construction storm water discharge permit from the Colorado Department of Public Health and Environment (CDPHE). •CDOT will be responsible for all the labor, materials and equipment for revegetating the site per the approved plans and CDOT’s construction storm water discharge permit and storm water management plans. •Work will begin on the Bald Mountain Townhome Association easement portion of the berm in 2016 and be completed prior to placement of material on Tract C. •CDOT will be responsible for all labor, materials, and equipment to complete the embankment traffic control, storm water management, rough grading, topsoil and seeding of the West Phase as shown on the grading plan. •CDOT will conduct operations up to a five (5) year time. The Town can still haul material in conjunction with CDOT’s operations on a limited schedule. DocuSign Envelope ID: A80EE855-E9C6-488E-9162-89916E40BF59 July 6, 2021 - Page 84 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Residences at Main Vail D evelopment A greement P RE S E NT E R(S ): George Ruther, Housing Director AC T IO N RE Q UE S T E D O F C O UNC IL : No action is requested at this time. S taff will return to the Vail Town C ouncil on J uly 20, 2021 for a public hearing on the f inal development agreement. B AC K G RO UND: A summary of the development deal structure and development agreement terms for the R esidences at Main Vail will be presented to council. D uring negotiations with Triumph Development, a third development deal structure option was identified. T his third option has been discussed with Triumph Development and accepted, subject to f inal terms of a development agreement. A summary of the development agreement terms is outlined in Section I I I of the staff memorandum. S TAF F RE C O M M E ND AT I O N: L isten to the presentation and ask questions, if any, in advance of the review of a f inal development agreement on J uly 20, 2021. AT TAC H ME N TS : Description R MV Development Agreement Presentation 07062021 public input July 6, 2021 - Page 85 of 141 To: Vail Town Council From: George Ruther, Housing Director Date: July 6, 2021 Subject: Residences at Main Vail Amended Development Deal Structure and Development Agreement Terms 1. SUMMARY The purpose of this agenda item is to present a summary of the development deal structure and development agreement terms for the Residences at Main Vail. 2. BACKGROUND The Vail Town Council wishes to complete a 100% deed-restricted, for-rent, residential development on Lot 3, Middle Creek Subdivision with occupancy by no later than November, 2022. To that end, a number of critical path steps have been completed to make that outcome a reality. Pursuant to a project management agreement with Triumph Development, the entitlement process granting approvals to develop the Residences at Main Vail will be completed on or about July 7, 2021. The Town’s total investment in this process is not to exceed $690,000. 3. SUMMARY OF DEVELOPMENT DEAL STRUCTURE During negotiations with Triumph Development, a third development deal structure option was identified. This third option has been discussed with Triumph Development and accepted, subject to final terms of a development agreement. The following deal points and terms highlight this development deal structure option and will be documented in a final development agreement. The final development agreement is currently scheduled for a public hearing before the Vail Town Council on July 20. • Total Project Development Cost – $24.4M • Ownership of the Fee Title– Town of Vail • Ownership of the Improvements – Town of Vail • Financing – 100% Town of Vail Tax Exempt Bonds/COP’s • Financing Term – 30-year amortization • Interest Rate – 30 years @ 1.67% (estimated) • Developer Fee - 6% of total project development cost • Contract Administration – All subcontracts shall be executed by and between the Developer and subcontractors. • Property Management/Operating Agreement – 4% of gross rental income July 6, 2021 - Page 86 of 141 Town of Vail Page 2 • Opportunity Payment- $3.5M • Performance bond to guarantee completion • Project Description - Completion of a 100% deed-restricted residential development consistent with the approved development plan and in full compliance with all Town of Vail adopted codes and regulations. • Project Schedule – Issuance of certificate of occupancy by November 2022. This alternate approach has many likely trade-offs for the Town Council’s consideration and evaluation. The trade-offs include: • The Town maintains control over the land and the improvements • The land and improvements are managed under an enterprise fund model • Net income from the development may be a partial source of funding for future housing programs, initiatives, and developments • The Town controls the management and operations of the property through its property manager • The low cost of financing benefits the projected cash flow model • There is existing bonding capacity for the Town to take on the debt • Revenues from operations service the debt • Master leasing and other forms of private business use activity frustrate the terms of tax-exempt financing requirements • As owner, the Town assumes responsibility for the development of the site including contracting with a fee-based developer, financing, construction documentation, project administration and oversight, budgeting, schedule, etc. (i.e. development risk/liability) • Triumph Development is requesting an opportunity payment from the Town based on the accelerated schedule, scope of the work, delivery schedule, and change in development approach. • A shift in development deal structure negatively impacts the current schedule • Requires ongoing operating and management of the improvements (i.e. Timber Ridge Operating Committee) • Increases the Town’s involvement and responsibilities in the overall development process and exposes Town to additional development risk. • Creates an additional revenue generating asset for the Town 4. RECOMMENDATIONS The town staff has negotiated the business terms of a development agreement with Triumph Development. Direction from the Vail Town Council provided the guidance for the formulation of the business terms. A series of next steps have been identified for immediate action. To ensure success, full cooperation and collaboration amongst all parties involved is critical. Time is of the essence. Immediate next steps include: • Final Design Review Board action on July 7, 2021. • Prepare fee-based developer contract for review and acceptance on July 20, 2021 • Finalize the project schedule and update the estimated total development project budget for review on July 20, 2021 July 6, 2021 - Page 87 of 141 Town of Vail Page 3 • Prepare bond financing documents and ordinance authorizing the issuance of the debt for approval on July 20, 2021 • Sign on a general contractor and consulting team TBD • Begin construction documentation and permitting process and coordinate process with the Town ensuring an October 1, 2021 start date July 6, 2021 - Page 88 of 141 For the best experience, open this PDF portfolio in Acrobat X or Adobe Reader X, or later. Get Adobe Reader Now! July 6, 2021 - Page 89 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Discussion of Short Term Rental P olicies P RE S E NT E R(S ): Scott R obson, Town Manager; George Ruther, Housing D irector; and K athleen Halloran. F inance D irector AC T IO N RE Q UE S T E D O F C O UNC IL : L isten to presentation and ask questions. B AC K G RO UND: Ordinance No. 15, S eries 2017 established licensing regulations on short term rental properties in Vail. P rior to adopting the ordinance, the town hired research consultants to help identif y community issues and concerns, and provide analysis of similar regulations in peer resort areas. Multiple public meetings were hosted, and a large amount of public input was gathered and reported back to Council. B elow is a quick recap of initial findings and peer resort comparison, along with recommendations f rom the consultants. S TAF F RE C O M M E ND AT I O N: P rovide f eedback and direction to staf f . AT TAC H ME N TS : Description Council Memorandum D R AF T Ordinance No. __ Series of 2021 public input July 6, 2021 - Page 90 of 141 __________________________________________________________________________ Memorandum TO: Town Council FROM: Town Manager / Finance Department DATE: July 6, 2021 SUBJECT: Short Term Rental Policy Discussion I. SUMMARY The purpose of this memo is to provide background information on Vail’s current regulations and recent data on the short-term rental market. II. BACKGROUND Ordinance No. 15, Series 2017 established licensing regulations on short term rental properties in Vail. Prior to adopting the ordinance, the town hired research consultants to help identify community issues and concerns, and provide analysis of similar regulations in peer resort areas. Multiple public meetings were hosted, and a large amount of public input was gathered and reported back to Council. Below is a quick recap of initial findings and peer resort comparison, along with recommendations from the consultants. A summary of results from the short-term rental survey indicated the following: • 51% of respondents “strongly support” an increase in regulations of short-term rentals, with 21% “strongly opposed”. • 66% of survey respondents listed the licensing, application, and tax remittance regulations as a priority area to increase regulation. • 64% of survey respondents listed that enforcement is a priority area to increase regulation. • 64% of survey respondents listed that areas under quality of life and community impacts are a priority area to increase regulation. • 62% of survey respondents listed that life safety is a priority area to increase regulation. • 61% of survey respondents listed that the effect of short-term rentals on long-term housing is a priority area. • 69% of respondents feel that short-term rentals offer community benefits, by allowing Vail to provide diverse lodging options for guests, increase the tax base, and provide additional income for homeowners. July 6, 2021 - Page 91 of 141 - 2 - • 53% of respondents have reported that they are currently negatively impacted by the short- term rental of a residential property. The most impactful impacts were identified as parking, traffic, noise and trash. The peer resort comparison completed in 2017 identified the Town of Vail as “passive” on the level of regulations. Communities such as Durango, South Lake Tahoe, Jackson and Park City not only have individual licensing and permits but have implemented caps on the number of rentals allowed, zoning restrictions, require land use applications and local contacts for each property. Jackson, Park City and South Lake Tahoe require building and fire code compliance and physical inspections of units for life safety measures. Crested Butte is another example of more aggressive regulations, with caps on the number of rentals, zoning restrictions, owner affidavit, $750 per year license fee for unlimited rentals ($200 fee for owners renting 60 days or less), physical inspection of the unit and parking, and a 5% excise tax on vacation rentals. Town of Vail Regulations Utilizing all of the gathered information, analyzing best practices for regulatory compliance, and with additional input during Town Council meetings, Ordinance No. 15, Series 2017 was approved. The overall intent of the original ordinance was to: • Level the playing field • Address quality of life concerns in neighborhoods • Address life safety concerns • Continue to encourage variety of lodging options for guests • Identify the “grey” rental market as a part of the town’s economic picture • Evaluate the impact of the grey market on long term housing stock The ordinance requires owners wishing to short term rent their property to obtain an STR registration at an annual cost of $150. For properties with an offsite professional property manager the fee is $10 per unit. For properties with an onsite 24/7 manager, the fee is $5 per unit. The town does not currently regulate short-term rentals with zoning restrictions or limits on number of rentals in certain geographic areas. However, provisions of the current regulation include: • Deed restricted employee housing units are not allowed to short term rent. • Designation of a local agent that resides within a 60-minute distance of the STR property and is available 24/7. The named agent must provide proof of distance through a driver’s license, property tax record or voting record. • Property owner must provide a notarized affidavit that they have specified safety measures in place such as smoke detectors, carbon monoxide detectors, fire extinguishers and that advertised occupancy limits comply with town code. The July 6, 2021 - Page 92 of 141 - 3 - affidavit also validates the owner’s agreement to comply with all town regulations and specifically mentions trash, parking, exterior lights and noise. • The property owner must provide proof of written notice to an adjoining residential dwelling unit if the rental is located within a duplex. • Signed acknowledgment of “Good Neighbor Guidelines”. • Advertisements of the rental must include the STR license number immediately following the rental description. • All sales and lodging taxes must be remitted timely, for each property (not on a lump sum basis). • Complaints (such as noise, trash, parking, etc.) will be directed to the local agent. The agent must resolve the issue within 60 minutes (30 minutes between 11pm and 7am). The town’s code enforcement or police may become involved if the property is not licensed, or if the complaint is not resolved. Then a formal complaint can be submitted to the town by the complainant. • Three verified formal complaints may result in revocation of the STR license for that property. Once revoked, the license may not be renewed for two years. If a duplex unit, written consent from the neighboring unit must be obtained prior to renewing after revocation. III. DATA Currently the short-term rental fees barely cover the annual software costs of $75,000. Additional costs of a dedicated full-time employee, overhead and other direct costs are not covered. Other impacts to the community such as transit, fire and police protection services, etc. are not currently factored into the fee structure. Registration Fee Collections by Year 2018 Registration Fees $115,718 2019 Registration Fees* $74,606 2020 Registration Fees $73,055 2021 YTD Fees Collected $66,351 *Registration fees were reduced for property managers in 2019 Town staff estimates 90% compliance currently. As staff continues compliance efforts through the summer months, we expect to be back at 95% compliance. July 6, 2021 - Page 93 of 141 - 4 - Below is a summary of STR registration data by number of units and number of bedrooms: The 1,043 units are highlighted to indicate short term rentals that might be taking up housing stock otherwise available to long term renters or primary homeowners. Below is the number of STRs by “neighborhood” as compared to housing stock (as compiled in 2015 by Destimetrics): 2,163 Approved STR Registrations in Vail 1,002 Are in properties with a 24/7 front desk 1,161 STRs are in properties with no front desk 118 STRs with no front desk are fractional time shares 1,043 STRs with no front desk and are not fractional units 4,818 Total bedrooms currently registered as STRs in Vail 1,898 Are in properties with a 24/7 front desk 2,920 Are in properties with no front desk 160 Are bedrooms in fractional, time share units 2,760 Are bedrooms with no 24/7 front desk and are not fractional units High Level Summary: STR Registration Data Bedroom Data Residential Building count Total STR Registrations Has 24/7 Front Desk No Front Desk/ Fractional Units No Front Desk and Not Fractional %age STR to housing stock Vail Village 1497 583 330 11 242 16% Lionshead + Cascade Village 1171 784 470 52 262 22% Sandstone 703 283 105 54 124 18% West Vail /Intermtn 2305 165 2 1 162 7% East Vail 1697 348 95 - 253 15% Totals 7,373 2,163 1,002 118 1,043 14% STRs by Location Registered Bedrooms Has 24/7 Front Desk Does not have a 24/7 Front Desk No Front Desk/ Fractional Units No Front Desk and Not Fractional Vail Village 1,232 614 618 25 593 Lionshead + Cascade Village 1,669 891 778 74 704 Sandstone 555 198 357 59 298 West Vail /Intermtn 456 7 449 2 447 East Vail 906 188 718 - 718 Totals 4,818 1,898 2,920 160 2,760 Bedrooms by Location July 6, 2021 - Page 94 of 141 - 5 - The town’s STR regulations have greatly improved compliance with payment of sales and lodging tax. The below chart shares revenue generated from tax collections: IV. ACTION REQUESTED FROM COUNCIL No action is requested at this time. The information has been provided for discussion and an opportunity to ask questions of staff. STR 1.4% Lodging Tax by Year 2018 1,671,481$ 585,018$ 2019 1,918,364$ 671,427$ 2020 2,009,382$ 703,284$ 2021 YTD May 31st 1,641,900$ 574,665$ * OTAs like Airbnb/VRBO began remitting our sales tax in October 2020, their remittances are included in these numbers and may also include some hotel revenue **Lodging Tax (collected by the state) was always permitted to be remitted by OTA's STR 4% Stax Collections by Year: July 6, 2021 - Page 95 of 141 1 7/6/2021 C:\USERS\TNAGEL\APPDATA\LOCAL\MICROSOFT\WINDOWS\INETCACHE\CONTENT.OUTLOOK\SSUMUZ2A\STR SUSPENSION-O070521.DOCX ORDINANCE NO. ___ SERIES 2021 AN EMERGENCY ORDINANCE SUSPENDING NEW REGISTRATIONS FOR CERTAIN SHORT-TERM RENTALS IN THE TOWN OF VAIL THROUGH OCTOBER 5, 2021 WHEREAS, the Town Council desires to study the impacts of short-term rentals in the Town, particularly in residential neighborhoods; and WHEREAS, while conducting such study, the Town Council wishes to suspend new registrations for certain short-term rentals. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. The Town hereby suspends the acceptance of any new registrations for short-term rentals under Section 4-14-4 of the Vail Town Code through October 5, 2021; provided that this suspension shall not apply to any of the following, as defined in Title 12 of the Vail Town Code, if serviced by a full-time on-site property manager: accommodation unit, bed and breakfast, employee housing unit, fractional fee club unit, lodge dwelling unit, limited service lodge unit, or timeshare unit. Section 2. 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 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. Emergency. Pursuant to § 4.11 of the Vail Town Charter, the Town Council hereby finds and declares that this ordinance is necessary for the preservation of the public health, safety and welfare, because the Town needs to study the impact of short-term rentals prior to allowing any additional registrations. Section 4. Effective Date. This ordinance shall be effective immediately upon adoption. INTRODUCED, READ ON FIRST READING, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 6th day of July, 2021 and a public hearing for second reading of this Ordinance set for the ____ day of ______________, 2021, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. _____________________________ Dave Chapin, Mayor July 6, 2021 - Page 96 of 141 2 7/6/2021 C:\USERS\TNAGEL\APPDATA\LOCAL\MICROSOFT\WINDOWS\INETCACHE\CONTENT.OUTLOOK\SSUMUZ2A\STR SUSPENSION-O070521.DOCX ATTEST: ____________________________ Tammy Nagel, Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this ___ day of ______________, 2021. _____________________________ Dave Chapin, Mayor ATTEST: ____________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 97 of 141 For the best experience, open this PDF portfolio in Acrobat X or Adobe Reader X, or later. Get Adobe Reader Now! July 6, 2021 - Page 98 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : O rdinance No. 14, S eries 2021, F irst reading, An Ordinance Authorizing the Transf er of C ertain Property in the Town's Right-of -Way for West F orest R oad in the Exchange f or A lternate Property, and Approving the A ssociated Exchange A greement, all to Accommodate Construction of Two Residences at 816 West F orest Road P RE S E NT E R(S ): Tom K assmel, Town E ngineer AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove, approve with amendments or deny Ordinance No. 14, Series 2021 upon first reading. B AC K G RO UND: T he Developer at 816 and 826 West F orest R oad has requested a land swap between the Town of Vail's West F orest Road Right of Way and a portion of 816 and 826 West Forest Road property. The land swap would allow the developer to more easily access their property at 816 and 826 West Forest Road, an extremely steep lot with limited access opportunities. S TAF F RE C O M M E ND AT I O N: Approve, approve with amendments or deny Ordinance No. 14, S eries 2021 upon f irst reading AT TAC H ME N TS : Description Memo Ordinance N o. 14, Series 2021 Property Exchange Agreement Concept Plan July 6, 2021 - Page 99 of 141 To: Town Council From: Public Works Department Date: 7/6/2021 Subject: Ordinance No. 14, Series 2021 – 816/826 W. Forest Road Land Swap Request I. SUMMARY Ordinance No. 14, Series 2021, transfers certain property in the Town’s Right of Way for West Forest Road to the owners of 816 and 826 W est Forest Road in exchange for an equal amount of alternate adjacent property and a donation to Trees for Vail. The Developer at 816 and 826 West Forest Road has requested a land swap of ~2249 square feet between the Town of Vail West Forest Road Right of Way and a portion of 816 and 826 West Forest Road property. The land swap would allow the developer to more easily access their property at 816 and 826 West Forest Road, an extremely steep lot with limited access opportunities. Previously this lot has had a single-family home on it with a significant number of wood stairs going to it from W. Forest Road. The parking for this home was historically within the West Forest Road Right of Way, within a large flat area between the private lot and Gore Creek. That home has since been demolished along with the stairs. Any new development is required to meet Town Code and Development Standards and park on private property, not within the Town Right of Way. The portion of Right of Way the developer would acquire is mostly on the steep slope between the large flat area and the private lots. This would still allow the Town to use the flat area within the Right of Way for a truck turn around, snow storage, and intermittent staging as it is used today. The portion of property that the Town would receive is adjacent to Gore Creek and 830 West Forest Road, a lot already owned by the Town of Vail. It is a relatively steep site and includes an existing informal trail that connects the Gore Valley Trail to the West Forest Road Right of Way. Town staff is agreeable to the swap as proposed. July 6, 2021 - Page 100 of 141 Town of Vail Page 2 II. RECOMMENDATION Staff recommends the Town Council approves Ordinance No. 14, Series 2021, an Ordinance authorizing the transfer of certain property in the Town’s Right of Way for West Forest Road in exchange for alternate property, and approving the associated exchange agreement, all to accommodate construction of two residences at 816 West Forest Road. III. ATTACHMENTS Ordinance No. 14, Series 2021 Property Exchange Agreement July 6, 2021 - Page 101 of 141 1 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8619E263-8B3F-4DCD-A0C7- C7AFBEB1A0E7\VAIL GOV.16741.1.816_W_FOREST_TRANSFER-O063021.DOCX ORDINANCE NO. 14 SERIES 2021 AN ORDINANCE AUTHORIZING THE TRANSFER OF CERTAIN PROPERTY IN THE TOWN'S RIGHT-OF-WAY FOR WEST FOREST ROAD IN EXCHANGE FOR ALTERNATE PROPERTY, AND APPROVING THE ASSOCIATED EXCHANGE AGREEMENT, ALL TO ACCOMMODATE CONSTRUCTION OF TWO RESIDENCES AT 816 WEST FOREST ROAD WHEREAS, Mexamer Forest Road LLC ("Mexamer") owns the property located at 816 West Forest Road, Vail, Colorado; WHEREAS, the Town owns the public right-of-way adjacent to West Forest Road; WHEREAS, Mexamer intends to construct two residences at 816 West Forest Road, and to allow for access to those residences, Mexamer has requested that the Town exchange portions of the Town's right-of-way in West Forest Road with portions of what is now private property; WHEREAS, the properties being exchanged are of like kind and equal value; WHEREAS, the property being transferred to the Town is sufficient for the right-of- way for West Forest Road; WHEREAS, the Town and Mexamer have negotiated an agreement governing the exchange of property (the "Exchange Agreement"); WHEREAS, Section 4.8 of the Vail Town Charter requires that the Town Council authorize the transfer of real property by ordinance; and WHEREAS, the Town Council finds and determines that the transfer of the right- of-way to Mexamer under the terms of the Exchange Agreement is in the best interest of the public health, safety and welfare. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. The Exchange Agreement between the Town and Mexamer is hereby approved in substantially the form attached hereto, subject to approval by the Town Attorney. Upon such approval, the Town Manager is hereby authorized to execute the Exchange Agreement on behalf of the Town. Section 2. Pursuant to Section 4.8 of the Vail Town Charter, the Town Council hereby authorizes the transfer of certain portions of the Town's right-of-way in West Forest Road, as more particularly described in the exhibits to the Exchange Agreement, to Mexamer, in exchange for the receipt of private property from Mexamer, as more particularly described in the exhibits to the Exchange Agreement. The Town Manager is July 6, 2021 - Page 102 of 141 2 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\8619E263-8B3F-4DCD-A0C7- C7AFBEB1A0E7\VAIL GOV.16741.1.816_W_FOREST_TRANSFER-O063021.DOCX hereby authorized to sign all documents necessary to complete the exchange of such property, subject to approval of such documents by the Town Attorney. Section 3. 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 4. 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. 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 6th day of July, 2021, and a public hearing for second reading of this Ordinance set for the ___ day of __________, 2021, in the Council Chambers of the Vail Municipal Building, Vail, Colorado. _____________________________ David Chapin, Mayor ATTEST: ____________________________ Tammy Nagel, Town Clerk READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED this ___ day of _____________, 2021. _____________________________ David Chapin, Mayor ATTEST: ____________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 103 of 141 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX PROPERTY EXCHANGE AGREEMENT THIS PROPERTY EXCHANGE AGREEMENT (the "Agreement") is made and entered into this ___ day of ___________, 2021 (the "Effective Date"), by and between the Mexamer Forest Road, LLC a Colorado limited liability company, with an address of P.O. Box 1292, Vail, CO 81658 ("Mexamer") and the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town") (each a "Party" and collectively the "Parties"). WHEREAS, Mexamer owns certain real property more particularly described as follows: LOT 14, BLOCK 1, VAIL VILLAGE, SIXTH FILING, ACCORDING TO THE PLAT RECORDED JUNE 1, 1964 UNDER RECEPTION NO. 99380, COUNTY OF EAGLE, STATE OF COLORADO (“Lot 14”); and LOT 15, BLOCK 1, VAIL VILLAGE, SIXTH FILING, ACCORDING TO THE PLAT RECORDED JUNE 1, 1964 UNDER RECEPTION NO. 99380, COUNTY OF EAGLE, STATE OF COLORADO (“Lot 15”) (Lot 14 and Lot 15 are herein referred to collectively as the "Original Mexamer Property"); WHEREAS, the Town owns the right-of-way for Forest Road located adjacent to the Original Mexamer Property (the "Right-of-Way Parcel"); and WHEREAS, Mexamer intends to construct two residences on the Original Mexamer Property, and to allow for access to those residences, the Parties desire to exchange portions of the Original Mexamer Property and the Right-of-Way Parcel as more particularly described in Exhibit A and Exhibit B, attached hereto and incorporated herein by this reference, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Exchange Terms. a. The Parties acknowledge that the portions of the Mexamer Property and the Right-of-Way Parcel to be exchanged are of like kind and equal value, so that no compensation shall be paid by either Party to the other for the exchange; provided that Mexamer shall, on or before August 7, 2021, donate $10,000 to the Town to be used for the replacement of trees that will be removed as a result of the exchange. b. Mexamer hereby agrees to grant and convey to the Town, by quitclaim deed, all of Mexamer's rights and interests in and to the portion of Lot 15 legally described in Exhibit A and identified as the “AREA TO BE CONVEYED TO THE TOWN OF VAIL” thereon. c. The Town hereby agrees to grant and convey to Mexamer, by quitclaim deed, all of the Town's rights and interests in and to the two portions of the Right-of-Way Parcel legally described in Exhibit B, attached hereto and incorporated herein by this reference, and identified as “TOWN OF VAIL TO 816 W . FOREST ROAD” and “TOWN OF VAIL TO 826 W. FOREST ROAD” thereon. July 6, 2021 - Page 104 of 141 2 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX d. Mexamer acknowledges that the Town may only dispose of public property following adoption by the Vail Town Council of an ordinance authorizing the disposal. As such, the quitclaim deeds contemplated by this Agreement cannot be executed until after the effective date of such ordinance. If the Town Council fails to adopt such an ordinance on or before August 1, 2021, this Agreement shall terminate without further action of the Parties and shall be of no further force and effect. 2. Covenants of Mexamer. Mexamer hereby represents, covenants, and warrants in favor of the Town as follows: a. Mexamer hereby represents and warrants to the Town that all of the following are true and correct as of the Effective Date: this Agreement has been duly authorized and executed by Mexamer as the legal, valid and binding obligation of Mexamer, and is enforceable as to Mexamer in accordance with its terms; the person executing this Agreement on behalf of Mexamer is duly authorized and empowered to execute and deliver this Agreement on behalf of Mexamer; to the best of Mexamer’s knowledge, there is no pending or threatened litigation, administrative proceeding or other proceeding pending or threatened against Mexamer or the Original Mexamer Property that, if decided or determined adversely, would have a material adverse effect on the ability of Mexamer to undertake its obligations under this Agreement; and neither the execution of this Agreement nor the consummation of the transaction contemplated by this Agreement will constitute a breach under any contract, agreement or obligation to which Mexamer is a party or by which Mexamer is bound or affected. 3. Indemnification. Mexamer agrees to indemnify, defend, and hold the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns harmless from and against any and all claims, liability, damages, losses, expenses and demands, including reasonable attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement; provided however, that Mexamer shall not indemnify, defend or hold the Town harmless for the Town's own negligence. 4. Costs. Mexamer shall reimburse the Town for all costs incurred by the Town in connection with this Agreement and the exchange contemplated herein, including without limitation consultant fees and attorney fees. Mexamer shall pay such costs within 7 days after receipt of a written invoice from the Town. 5. Miscellaneous. a. Modification. This Agreement may only be modified by subsequent written agreement of the Parties. b. Integration. This Agreement and any attached exhibits constitute the entire agreement between Mexamer and the Town, superseding all prior oral or written communications. July 6, 2021 - Page 105 of 141 3 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX c. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. d. Severability. If any provision of this Agreement is determined to be void by a court of competent jurisdiction, such determination shall not affect any other provision hereof, and all of the other provisions shall remain in full force and effect. e. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. f. Assignment. Mexamer shall not assign or transfer any of its rights or obligations under this Agreement without the prior written approval of the Town. g. Third Parties. There are no intended third-party beneficiaries to this Agreement. h. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, any financial obligations of the Town under this Agreement are specifically contingent upon annual appropriation of funds sufficient to perform such obligations. This Agreement shall never constitute a debt or obligation of the Town within any statutory or constitutional provision. i. No Joint Venture. Notwithstanding any provision hereof, the Town shall never be a joint venture in any private entity or activity which participates in this Agreement, and the Town shall never be liable or responsible for any debt or obligation of any participant in this Agreement. j. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. k. Governmental Immunity. The Town, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Contract, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers or employees. l. Rights and Remedies. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by either Party shall not constitute a waiver of any of the other terms or obligation of this Agreement. The rights and remedies of the Parties under this Agreement are in addition to any other rights and remedies provided by law. July 6, 2021 - Page 106 of 141 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX TOWN OF VAIL, COLORADO ________________________________ Scott Robson, Town Manager ATTEST: _________________________________ Tammy Nagel, Town Clerk MEXAMER FOREST ROAD, LLC a Colorado limited liability company By:_____________________________ STATE OF COLORADO ) Luis Alberto Harvey Mac Kissak ) ss. Manager COUNTY OF _______________ ) The foregoing instrument was subscribed, sworn to, and acknowledged before me this ______ day of __________________, 2021, by Luis Alberto Harvey Mac Kissak as the Manager of Mexamer Forest Road, LLC, a Colorado limited liability company. My commission expires: (S E A L) ________________________________ Notary Public July 6, 2021 - Page 107 of 141 5 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX July 6, 2021 - Page 108 of 141 6 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX July 6, 2021 - Page 109 of 141 7 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX July 6, 2021 - Page 110 of 141 8 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX July 6, 2021 - Page 111 of 141 9 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX July 6, 2021 - Page 112 of 141 10 7/1/2021 C:\PROGRAM FILES (X86)\NEEVIA.COM\DOCCONVERTERPRO\TEMP\NVDC\0F0EA9EA-6AEE-4A1C-9A31- C2B54439C83D\VAIL GOV.16742.1.816_W_FOREST_RD_EXCHANGE-A070121.DOCX July 6, 2021 - Page 113 of 141 July 6, 2021 - Page 114 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Village L oading and D elivery Pilot P roject Update & P ermission to Negotiate with 106 West L ogistics P RE S E NT E R(S ): C ommander Ryan K enney, Vail Police Department AC T IO N RE Q UE S T E D O F C O UNC IL : L isten to presentation and ask questions. B AC K G RO UND: L oading and delivery continues to be an issue in Vail Village. T he Town Manager's office has convened at Task F orce to address a broad range of issues. L ocal contractor 106 West L ogistics is uniquely qualified and has worked with our Vail P olice Department to draf t a pilot program that can be implemented this winter. S TAF F RE C O M M E ND AT I O N: Authorize the Town Manager to negotiate with 106 West L ogistics on a contract price to implement a six month load and deliver project in Vail Village during the ski season of 2021/2022. AT TAC H ME N TS : Description Memo July 6, 2021 - Page 115 of 141 July 2nd, 2021 To: Town Council Through: Scott Robson Town Manager Dwight Henninger Chief of Police From: Commander Ryan Kenney Code Enforcement Officer Miguel Jauregui C. Subject: Request to Negotiate Contract Issue Loading and delivery in Vail Village continues to be a problem and one of the largest detractors of a positive guest experience. While it is difficult to quantify, it is common knowledge amongst business owners and residents that during peak delivery hours, Vail Village is a busy, noisy, and potentially dangerous experience. This winter has been no exception. Trucks of all types and sizes litter the narrow streets of the village and take away from the rustic ski village experience. The minor changes made over the years have improved loading and delivery but failed to make a noticeable solution. This issue has been solved in Lionshead by use of the loading docks. Identifying and implementing a solution to improve loading and delivery is critical. Review During the summer of 2019, Town Council directed the police department to review current loading and delivery protocols. The purpose of the review was to determine if improvements could be made to the current load and delivery rules. In September of 2019, we met with the dockmasters of all five loading docks in Vail Village: Four Seasons, Sebastian, Solaris, One Willow Bridge and Mountain Plaza. All the dockmasters were aware of the current regulation allowing delivery companies to utilize the loading docks. They also unanimously reported that the loading docks are very underutilized. None of the loading docks are near capacity and they have yet to come close to being at capacity. July 6, 2021 - Page 116 of 141 Town of Vail Page 2 In October, we conducted three meetings with business owners, hotel management and delivery companies from Vail Village. The resounding consensus at these meetings was that we need to keep the Vail guest experience at the highest level and that load and delivery was negatively impacting the guest experience. The most popular and practical idea that came out of these meetings was to devise some form of a delivery service from the loading docks to the businesses. In November of 2019, Town Council directed the police department to research the feasibility of moving all deliveries into the loading docks under new loading and delivery rules. In March of 2020, a global pandemic broke out ending the winter ski season early and creating a significant financial instability for businesses. As a result, the research was put on hold. In July of 2020, we held a follow up community meeting to update our progress. The initial support we received in October had faded and concerns about costs became a focal point. Shortly after that meeting, it was decided to further delay our research until there was some resolution to the pandemic. Since the decision to delay work on load and delivery was made in July, we have been working to gather more information. One of the key pieces of information needed to determine the viability of this solution is the volume of goods going into Vail Village. We have tried several different methods to determine the amount of goods entering the village. Each method has given us an estimate, but the accuracy is suspect. Current Status In the end of 2020, we contacted a local logistics company, 106 West. We had several meetings with 106 West and explained what we were trying to accomplish. We explained the new loading and delivery rules we are trying to implement and the issues with unknown volume of goods. 106 West is firmly established in the valley and they have contacts across the spectrum of loading and delivery. They agreed to help and thought they could assist us with gathering information needed to identify key issues and volume. 106 West was immediately helpful and started working on their own research. The result of the work we have done, and the research 106 West has done, produced a solution for most of the issues that have been identified by the community/business owners. The key issue that remains is volume of goods. After discussing the issue with delivery companies and business owners, conducting our own research and 106 West attempting to determine what volume estimates are, we have concluded that any estimate we make would be based on speculation. In addition, volume estimates are affected by too many factors to prove reliable. July 6, 2021 - Page 117 of 141 Town of Vail Page 3 One of the ways we can obtain accurate data on the amount of goods coming into the village is to conduct a pilot program. A pilot program could also determine a cost for the delivery service and gradually introduce this new process to the community. Recommendation We are attempting to determine to feasibility of conducting a 6-month pilot program of load and delivery in Vail Village. The pilot program would require the development of a delivery service to complete the deliveries from the loading docks to their final destination, known as, “last mile delivery”. The infrastructure needed for the pilot program is largely already in place and would utilize the Mountain Plaza loading dock as it was designed and intended to be used: as a central hub for Vail Village’s commercial deliveries. By taking advantage of this existing infrastructure, and removing several large delivery vehicles from the village, the pilot program will allow us to prove the delivery model works and acquire accurate data for future load and delivery decisions. The pilot program will start by identifying and removing several large delivery vehicles from Gore Creek Drive and Bridge Street. The selected delivery trucks would schedule their arrival via loading dock software and/or a mobile app. There are multiple apps available for this process. IT will need to research the best option for this project. As trucks enter the loading dock, they will drop their entire load into organized staging areas labeled and designed for Vail Village’s various retail stores and restaurants. Products would then be delivered throughout Vail Village via small, quiet, and efficient, electric vehicles. Food and perishable items will be delivered first to prevent spoilage concerns. Each delivery will be checked for accuracy, on behalf of the business, to reduce returns and/or incorrect orders. Ideally, all food deliveries would occur in the early morning hours, followed by beer/liquor deliveries, with retail deliveries performed thereafter throughout the day. We have discussed this program with ownership and management of various purveyors including but not limited to Sysco, Shamrock, Coca-Cola, Mountain Beverage, Western Distributors, Elite Beverage, Republic National Distribution Company, FedEx Ground, and Alsco. All these companies are very interested in the pilot program and look forward to its implementation. Furthermore, we discussed this program with Jeff Babb from Vail Resorts, and he was completely supportive of the last mile delivery service. The pilot program would also have the added benefit of slowly introducing this concept to a majority the business owners, residents, and guests. The community and many of the businesses in the village core will be interacting with the delivery company daily. These interactions will help set expectations, understand concerns, coordinate, manage and customize deliveries as the program continues to grow. As large delivery vehicles decrease in the village, contributing to an enhanced guest experience, we believe that this will be well received and create momentum for the pilot program to evolve. July 6, 2021 - Page 118 of 141 Town of Vail Page 4 During the pilot program, we will collect the data necessary to determine volume, cost, and additional resources needed to include the rest of the village. The data collected will allow for us to structure and calculate the cost for an ongoing and expanded delivery program that would encompass all deliveries and large vehicles. While conducting our research for the pilot program, we were able to locate only one company with the logistical capability and local knowledge needed to implement this program, 106 West. 106 West has the ability and resources to manage the delivery service needed for the pilot program and is recommended as the provider for this pilot. The owners of 106 West were raised in Vail and have strong community ties. They are firmly established in the Valley, are currently providing delivery services to multiple businesses in the Village and have personal relationships with a lot of the business owners in Vail. 106 West has the local knowledge needed to ensure the little details don’t go ignored and jeopardize the success of the pilot program. We are requesting permission to negotiate a contract with 106 West to provide the last mile delivery service for the six-month pilot program. Their local knowledge, existing infrastructure and strong community relationships makes them the only company available to successfully complete the pilot program. Working with 106 West to determine cost of the pilot program will allow us to determine if this is the best path forward for load and delivery improvements. Ultimately, the goal is to build a solution that would put Vail on the leading edge of an efficient, quiet, modern, and environmentally friendly delivery concept that would be the envy of every other resort community. July 6, 2021 - Page 119 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : O rdinance No. 13, S eries 2021, S econd Reading, A n Ordinance Making A djustments to the Town of Vail General F und, C apital Projects F und, Housing F und, R eal E state Transf er Tax F und, Marketing F und, Heavy E quipment F und, Dispatch S ervices F und, and Residences at Main Vail F und. P RE S E NT E R(S ): C arlie S mith, F inancial S ervices Manager AC T IO N RE Q UE S T E D O F C O UNC IL : A pprove or approve with amendments Ordinance No. 13, S eries 2021 upon second reading. B AC K G RO UND: Please see attached memo. S TAF F RE C O M M E ND AT I O N: Approve or approve with amendments Ordinance No. 13, S eries 2021 upon second reading. AT TAC H ME N TS : Description packet July 6, 2021 - Page 120 of 141 TO: Vail Town Council FROM: Finance Department DATE: July 6, 2021 SUBJECT: 2021 Budget Supplemental Appropriation I. SUMMARY In Tuesday evening’s session, you will be asked to approve the first reading of Ordinance No. 13, Series 2021, the second supplemental appropriation of the 2021 budget. II. DISCUSSION Changes to the budget supplemental request from first reading General Fund Since the first reading of this budget supplemental, staff has updated revenue forecasts based on updated year to date collections. Staff is proposing to increase budgeted sales tax collections by another $500,000, amending the 2021 sales tax budget by a total of $5.0M. 2021 sales tax is forecasted to be $27.5M, down 6% from 2019 but up 2% from 2018. Projections are based on year to date collections of $14.1M with the remainder of the year (June - December) forecasted flat with 2020. The Vail Interfaith Chapel has requested a historical and cultural contribution of $21,150 for their new Pioneers of Vail program. The primary goal of Pioneers of Vail is to form a group that exists as a community building organization with an historic focus. Specifically, this funding would go towards creating, branding, and marketing a database where the community can go to share memories, stories, and photos honoring Vail. This database would be created through Historypin.org and would allow groups and users to share stories and photos, documenting Vail’s History.   Capital Projects Fund Staff is proposing to increase the construction use tax revenue budget by an additional $250,000, amending the 2021 use tax budget to $3.25M. Construction use tax collections through June total $2.4M. Staff is also proposing to increase expenditures by $250,000 for the remodel of the town’s Council Chambers. July 6, 2021 - Page 121 of 141 - 2 - During the June 6th Council meeting, Council received a presentation reviewing concepts for a for a new oversized vehicle parking location to replace the eleven spaces being displaced resulting from the relocation of the Children’s’ Garden on Learning facility to Lionshead. Staff is proposing to include $100,000 for design and surveying expenditures for new parking area in West Vail and/or the surface lot north of the Vail Resorts maintenance area. Design expenditures for a surface lot north of the Vail Resorts maintenance area can be reimbursed by the Vail Reinvestment Authority. Staff will include this in the 3rd supplemental in December. Cost of construction will be proposed as part of the 2022 budget. On June 6th, Council was also presented with a proposal for a memorial honoring Pepi Gramshammer to be located on Bridge Street and Gore Creek Drive, designated “Pepi’s Plaza”. Staff is proposing to include a $20,000 placeholder in the Capital Projects Fund for this project. Lastly, the Capital Projects fund includes a $1.5M transfer to the Residences at Main Vail Fund. This will be used to cover the initial phase of construction prior to the debt proceeds being available (early October). Housing Fund The Housing Fund has been updated to reflect the purchase of the Black Gore Creek property approved by Council on June 6th. Staff is proposing to use the remaining balance of $768,210 of Buy-down funds along with $1,230,825 of InDEED funds for this purchase. The Housing Fund has also been updated to reflect the use of InDEED funds for the Residence at Main Vail Opportunity Fee of $3.5M. The above adjustments do not result in an increase in expenditures and will leave a balance of $2.3M for the 2021 InDEED program. Real Estate Transfer Tax Fund Staff is proposing to increase budgeted Real Estate Transfer Tax (RETT) collections by $1.0M, amending the 2021 budget to $8.0M. RETT collections through June 30th total $5.3M and are tracking 117.9% up from 2020 and 78.9% up from 2019. An amended budget of $8.0M is a 23% decrease from actual 2020 RETT collections. Residences at Main Vail Fund During the last Council meeting, Town Council approved the owning and operating of the new Residences at Main Vail housing project. In addition, Council directed staff to pursue financing this project with a 30-year Tax-Exempt Certificate of Participation (COP). The operation, construction, and financing of this project will be accounted for in a similar manner as the Timber Ridge Apartments, as its own enterprise fund. This supplemental reflects the creation of this new fund and appropriates a placeholder of $24.5 million for the construction of the project. In addition, budgeted revenues include $24.5M in bond proceeds and a $1.5M transfer from the Capital Projects Fund to cover the initial phase of construction prior to the availability of the bond proceeds. Final debt terms and an ordinance approving the debt will be presented at the July 20th meeting. Any adjustments to the budget will be reflected in the 3rd supplemental in December. III. ACTION REQUESTED FROM COUNCIL Approve or approve with amendments Ordinance No. 13, Series 2021 upon second reading. July 6, 2021 - Page 122 of 141 - 3 - Repeated from the 1st Reading on June 6th Recession Plan Update The Town of Vail 2021 budget was created around the town’s “Crisis” level recession plan which was first implemented in May of 2020 due to the pandemic. At this level, 2021 sales tax revenue was projected down 23% from the 2020 original budget while also reducing departments operating budgets by 10%. With public health orders easing up both nationally and internationally combined with pent-up travel demands, January through May revenue collections have been stronger than expected. Staff has updated revenue projections based on year to date collections and has conservatively projected the remainder of the year. Updated 2021 sales tax collections are forecasted at $27.0M, down 6% from 2019 but up 2% from 2018. Projections are based on year to date collections of $13.1M with the remainder of the year (June- December) forecasted flat with 2020. Across all funds revenues are projected to be $73.7M at the end of 2021 (excluding the $15.1M of debt financing for the Public Works Shops project and the $8.8M reimbursement from the Vail Reinvestment Authority for capital projects within the district). Projected revenues of $73.7M are down 4% or $2.7M compared to 2019 and down 2% or $1.5M compared to 2018. Level Revenue Impact Minor 1‐5% Moderate 5‐10% Significant 10‐15% Major 15‐20% Crisis 20‐40% Critical Over 40% Based on these updated revenue forecasts, staff is proposing to reduce the current “Crisis” level recession plan and move into the “Minor” phase. Out of six levels, the “Minor” phase is the very first level and is designed to offset revenue losses of 1-5%. With a recession plan still in place, staff is proposing to maintain the 10% operating reductions with the exception of expenditures identified by departments as necessary or high priority. Across all funds, this supplemental request will adjust the budget to reflect $9,721,423 of additional revenue and proposes an increase of $220,006 to expenditures. The fund statements are also attached for your review. General Fund Budgeted revenue will be adjusted by an increase of $2,092,331. This adjustment includes an increase in overall sales tax collections of $4,500,000 while also adjusting the General Fund/Capital Projects Fund sales tax split back to pre-recession split percentages (68/32). While this is an overall increase in sales tax revenue, adjusting the split will result in a decrease of $1,260,000 in General Fund sales tax revenue. Sales Tax revenues are forecasted to be $27.0M. Lift tax revenue has been adjusted by $1,600,000 to reflect projections for the remainder of the year. Lift tax revenues are forecasted to be $5.1M for 2021. This is an increase of 25% over 2020 actuals and a decrease of 5% compared to 2019. 2021 lift tax collections are currently pacing 4% down from 2019 but up 5% from 2018. Annual revenues collections for 2019 and July 6, 2021 - Page 123 of 141 - 4 - 2018 totaled $5.4M and $5.1M. The updated forecast is based on year to date collections with the remainder of the year projected to be flat with 2020. Parking revenue has been adjusted to reflect updated projections for the remainder of the year. Total parking revenues are forecasted at $5.0M. This is based on year to date collections of $3.7M with the remainder of the year projected to be flat with 2020. 2021 parking sales are pacing ahead of 2019 by 3% and ahead of 2018 by 15%. Annual parking revenues for 2019 2018 totaled $4.9M and $4.7M, respectively. This will increase the town’s budget by $1,337,345 in 2021. Other revenue adjustments include an additional $144,000 of Country Sales Tax collections, $125,000 of tobacco tax, $80,000 in Public Way Permits, $24,000 of contractor’s registration fees, and a $20,000 true-up of the Vail Local Marketing District administrative fee. Revenue adjustments to be offset by corresponding expenditures include:  $2,653 of state funding to be used towards marijuana crime prosecution.  $7,500 grant from the International Association of Fire Chiefs to be used to extend seasonal staffing for the wildland program to support the town’s chipping program.  $11,833 use of Friends of the Library donations for the Library’s Annual Community Read initiative, yoga classes, oral history transcriptions, and an ad in CO Yoga+Life Magazine. Staff is requesting to increase budgeted expenditures by $321,300 of which $21,986 relates to expenditures corresponding to the reimbursements mentioned above. The remaining $299,314 includes:  $200,000 to go towards the Vail 2030 Plan. This plan was originally included in the 2020 budget but was put on hold due to budget reductions. The town is proposing to issue an RFP this fall for community engagement process and developing a planning document surrounding both the overall Vail vision and a Destination Management plan. This is anticipated to extend into 2022.  $53,300 annual maintenance cost for the Synexis system that was installed in late 2020. The total annual maintenance cost for this system is $71,950 and will be allocated across the General Fund, Heavy Equipment Fund, Real Estate Transfer Tax Fund, and Dispatch Services Fund based on Synexis device locations.  $20,000 to conduct an ADA audit of town property and facilities. Outcomes of this audit will be included in the 2022 budget.  $15,000 for the Guest Experience Program specifically allocated to employee social events ($2,500), the leadership forum ($5,200), and the Recognition Program ($5,800).  $7,000 increase for fire department professional development budget.  $3,500 for protective clothing for the fire department.  $514 for staffing for the Booth Creek burn originally budgeted in the Real Estate Transfer Tax (RETT) Fund. See corresponding decrease of expenditures in the RETT Fund. This supplemental also includes a transfer of $40,000 from the General Fund to the Vail Marketing Fund for the Summervail event contribution. Funding for this event was approved in March. These adjustments to the General Fund 2021 budget result in a net increase of $1,766,986 however $585,000 of that is restricted for expenditures approved by the American Rescue Plan that have not yet been identified or budgeted. The fund balance is projected to be $40.7 million by the end of 2021, or 92% of annual revenues. July 6, 2021 - Page 124 of 141 - 5 - Capital Projects Fund Budgeted revenue reflects an increase of $6,474,992. The majority of this ($5,760,000) is related to sales tax collections of which $4,500,000 is directly related to an increase in sales tax projections combined with $1,260,000 resulting in an adjustment of the sales tax split from 80/20 back to 68/32. The remaining $987,992 in revenue adjustments is an increase of $750,000 in use tax collections based on updated revenue forecasts combined with a $237,992 increase in the Vail Reinvestment Authority reimbursement. The reimbursement includes a reduction of $500K to reflect savings in the Frontage Road Roundabout project offset by an increase of $460K for the Children’s’ Garden of Learning temporary facility plus an additional $277,992 for expenditures re-appropriated during the first supplemental for this project. Staff is requesting to supplement 2021 expenditures by a total of $596,670. This includes:  $460,000 in additional expenditures for the Children’s’ Garden of Learning approved by Council on May 4th. The total 2021 budget for this project is $2.7M.  $60,000 in additional expenditures for a new transit software approved by Council on May 4th. The total budget for this project is $760,000.  $60,000 for 2021 software licensing expenditures as a result of some unanticipated software expenditures.  $5,670 to update the Community Development’s permitting software to allow for the new registration requirements passed by Ordinance No. 12, Series of 2020 requiring contractors to qualify for specific types of permits based on certifications they hold. The Capital Projects Fund also reflects expenditure savings of $1,500,000 for the Frontage Rd roundabout project. The proposed budget adjustments will result in an estimated fund balance of $31.2 million by the end of 2021. Housing Fund This supplemental reflects the purchase and resale of two separate deed restricted housing units. The first includes the purchase of the Chamonix Vail unit for $520,703. Staff is still working to identify and receive bids to cover the cost of damages to the unit. These costs will be reflected in a later supplemental. The costs for this unit will be offset by $524,900 in revenue for the sale of this unit. Also included in this supplemental is the purchase and resale of the Vail Heights Unit. This unit was purchased by the town at a cost of $410,162 and will be sold for $262,500. The remaining $147,662 (the town’s subsidy) will be funded with buy down funds. Depending on the outcome of Town Council’s discussion surrounding the financing of the Residences at Main Vail housing project, staff will return at second reading with a new “enterprise fund” and financial impacts. Real Estate Transfer Tax (RETT) Fund Budgeted revenue will be adjusted by an increase of $93,700. The majority of this ($75,000) reflects additional recreational amenity fees based on year to date collections. The remaining includes a $7,500 grant from the International Association of Fire Chiefs (IAFC) to be used July 6, 2021 - Page 125 of 141 - 6 - toward an over-hire for the fire department’s chipping program and a $11,200 reimbursement from the Vail Recreation District for Synexis devices located in their facilities. The Fire department is requesting to transfer $1,789 from the Environmental Departments’ Booth Creek project to the wildland department to be used for a fire hose replacement and $514 to the General Fund for fire department staffing for the Booth Creek burn. The proposed budget adjustments will result in an estimated fund balance of $13.4 million by the end of 2021. Marketing Fund Staff also proposes to increase budgeted revenue by a $40,000 transfer from the General Fund to be offset by a $40,000 event contribution for Summervail. Heavy Equipment Fund Staff is requesting $6,750 for annual Synexis System maintenance costs. Dispatch Services Fund Staff is requesting $700 for annual Synexis System maintenance costs. IV. ACTION REQUESTED FROM COUNCIL Approve or approve with amendments Ordinance No. 13, Series 2021 upon first reading. July 6, 2021 - Page 126 of 141 Proposed 2021 1st 2021 2nd 2021 Budget Supplemental Amended Supplemental Amended Revenue Local Taxes:22,500,000$ 22,500,000$ 5,000,000$ 27,500,000$ Updated sales tax projection based on YTD plus flat with 2020 Sales Tax Split b/t Gen'l Fund & Capital Fund 80/20 80/20 62/38 Sales Tax 18,000,000 18,000,000 (950,000) 17,050,000 Adjustment of GF/CPF sales tax split Property and Ownership 5,975,000 5,975,000 5,975,000 Ski Lift Tax 3,500,000 3,500,000 1,600,000 5,100,000 Based on YTD collections Franchise Fees, Penalties, and Other Taxes 1,609,903 1,609,903 125,000 1,734,903 Updated Tobacco Tax projection Licenses & Permits 2,099,513 2,099,513 104,000 2,203,513 Updated revenue projections for Public Way permits ($80K), Contractor's Registrations ($24K), Intergovernmental Revenue 2,074,872 2,500 2,077,372 146,653 2,224,025 $144K increase in county sales tax; $2.7K state PD prosecution grant CRRSAA Transit Grant - 1,789,613 1,789,613 1,789,613 CARES Transit Grant 250,000 200,000 450,000 450,000 American Rescue Plan Grant - 585,000 585,000 585,000 Transportation Centers 5,040,655 5,040,655 1,337,345 6,378,000 Based on YTD collections Charges for Services 988,095 988,095 20,000 1,008,095 VLMD Mgmt. Fee ($20K) true-up Fines & Forfeitures 225,642 225,642 225,642 Earnings on Investments 200,000 200,000 200,000 Rental Revenue 1,020,531 1,020,531 1,020,531 Miscellaneous and Project Reimbursements 166,000 166,000 19,333 185,333 $11.8K Use of Friends of the Library donations, $7.5K chipping grant Total Revenue 41,150,211 2,577,113 43,727,324 2,402,331 46,129,655 Expenditures Salaries 20,736,671 523,712 21,260,383 5,514 21,265,897 Staffing for booth creek burn ($514); Additional staffing for library digital preservation ($5K) Benefits 7,522,674 36,195 7,558,869 7,558,869 Subtotal Compensation and Benefits 28,259,345 559,907 28,819,252 5,514 28,824,766 Contributions and Welcome Centers 334,880 33,000 367,880 21,150 389,030 Vail Chapel Contribution for Pioneer Program historical database All Other Operating Expenses 7,581,260 37,500 7,618,760 75,786 7,694,546 $20K ADA audit, $53.3K Synexis Maint, $11.8 Comm. Read Initiative using FOL grant funds; $15K Guest Experience Program; $40K Transfer to MF for Summervail; $2.7 DOLA prosecution grant; Use cultural heritage funds for library digital preservation($5K) Heavy Equipment Operating Charges 2,642,320 2,642,320 2,642,320 Heavy Equipment Replacement Charges 831,728 831,728 831,728 Dispatch Services 616,306 616,306 616,306 Total Expenditures 40,265,839 630,407 40,896,246 102,450 40,998,696 Transfer to Marketing & Special Events Fund (1,475,184) (91,790) (1,566,974) (40,000) (1,606,974) Transfer to MF for Summervail Total Transfers (1,475,184) (91,790) (1,566,974) (40,000) (1,606,974) Surplus (Deficit) from Operations (590,812) 1,854,916 1,264,104 2,259,881 3,523,985 Planning Projects Vail 2030 Plan - - (200,000) (200,000) Civic Area/Dobson Master Plan (100,000) (100,000) (100,000) West Vail Master Plan (225,000) (172,149) (397,149) (397,149) COVID-19 Gift Card Program - (30,000) (30,000) (30,000) COVID Economic Development Expenses - (66,000) (66,000) (66,000) Digital Marketing Campaign "Work from Vail" - (45,000) (45,000) (45,000) Vail Community Relief Fund (130,000) (130,000) (130,000) Commercial Rent Relief Program (500,000) (500,000) (500,000) Total Expenditures 42,696,023 1,035,346 43,731,369 342,450 44,073,819 Surplus (Deficit) Net of Transfers & New Programs (1,545,812) 1,541,767 (4,045) 2,059,881 2,055,836 Beginning Fund Balance 35,305,444 38,547,757 38,547,757 Ending Fund Balance 33,759,632$ 38,543,712$ 40,603,593$ As % of Annual Revenues 77% 88% 92% EHOP balance included in ending fund balance - not spendable 1,190,000$ 33,500$ 1,223,500$ 1,223,500$ TOWN OF VAIL 2021 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE GENERAL FUND 7 July 6, 2021 - Page 127 of 141 Changes since the First ReadingProposed1st 2021 2nd 20212021 Supplemental Amended Supplemental AmendedRevenueTotal Sales Tax Revenue: 22,500,000$ 22,500,000$ 5,000,000$ 27,500,000$ 2021: Increase sales tax revenue based on YTD collections plus flat with 2020 Sales Tax Split between General Fund & Capital Fund80/20 80/20 62/38Sales Tax - Capital Projects Fund 4,500,000$ 4,500,000$ 5,950,000$ 10,450,000$ 2021: Adjust sales tax split back to 62/38Use Tax 2,250,000 2,250,000 1,000,000 3,250,000 2021: Increase use tax based on YTD collectionsFranchise Fee 193,800 193,800 193,800 1% Holy Cross Franchise Fee approved in 2019Other State Revenue - 1,975,207 1,975,207 1,975,207 $1.09M FASTER for electric bus chargers, $525 CDOT bus grant; $350K CDOT 50% match grant for bus transportation mgmt. systemLease Revenue 164,067 164,067 164,067 Per Vail Commons commercial (incr. every 5 years); adjusted to remove residential lease revenue ($38K)Project Reimbursement 1,500,000 411,000 1,911,000 1,911,000 $60K Vail Health Reimbursement for Frontage Rd Improvements project, $351K from ERWSD for Frontage Road Improvements project; $1.5M from traffic impact fee from Vail Health for Vail Health/ Frontage Road ProjectTimber Ridge Loan repayment 2,363,087 2,363,087 2,363,087 2021: Payoff of TR Loan (originally budgeted to be paid off in 2028Earnings on Investments and Other 38,978 38,978 38,978 2021: 0.7% returns assumed on available fund balanceTotal Revenue 11,009,932 2,386,207 13,396,139 6,950,000 20,346,139 ExpendituresFacilitiesFacilities Capital Maintenance 523,500 523,500 225,000 748,500 2021 includes garage door replacements ($50K), PW boiler replacement ($20K), 2nd phase of transit center skylight replacement ($50K), Buzzard Park repairs ($41K); 2020: Includes $130.4K to complete TM residence upgrades; PW garage door replacements ($50K), transit station skylight replacement ($50K); In general this line item covers various repairs to town buildings including the upkeep of exterior (roofing, siding surfaces, windows, doors), interior finishes (paint, carpet, etc.), and mechanical equipment (boilers, air handlers, etc.)Municipal Complex Maintenance 255,000 375,234 630,234 630,234 2021: Re-appropriate $373K for Muni/PD air handlers and Council Chamber remodel; $25K for Community Development workspace improvements; Transfer $22.8K to Donovan Pavilion; 2021 includes Admin Upper level system installation ($175K), PD Stucco patching and painting ($40K), PD wood siding replacement ($30K)Welcome Center/Grandview Capital Maintenance 100,000 100,000 100,000 2021: $100K Furniture replacement in Vail Village Welcome CenterDonovan Pavilion - 1,476,096 1,476,096 1,476,096 2021: Re-appropriate $1.5M for Donovan Pavilion Remodel ad UpgradesSnowmelt Boilers 500,000 500,000 1,000,000 1,000,000 2021-2023: Replacement of TRC 8 boilers (2 per year)Public Works Shops Expansion 17,200,000 1,569,259 18,769,259 18,769,259 Expansion and remodel of the Public Works shop complex as outlined in an updated public works master plan (previously completed in 1994). The plan will ensure shop expansions will meet the needs of the department and changing operations; 2019-2020: Phase I includes demo and reconstruction of a two story streets building; retaining wall construction, new cinder building, relocation of the green house building, and a vertical expansion allowance for future building options. Lease financing in 2021 included below.Public Works Building Maintenance - 300,000 300,000 300,000 2021: Re-appropriate $300K to replace two HVAC units at Public WorksTotal Facilities18,578,500 4,220,589 22,799,089 225,000 23,024,089 ParkingParking Structures 795,000 160,754 955,754 955,754 2020-2035: Various repairs including deck topping replacement, expansion joint repairs, ventilation, HVAC, plumbing and other structural repairsOversized Parking Area - - 100,000 100,000 Design and survey costs for new oversized parking area ($100K)Parking Entry System / Equipment 850,000 375,148 1,225,148 1,225,148 2021: $1.225K for a new parking systemRed Sandstone Parking Structure (VRA) - 30,000 30,000 30,000 2021: Re-appropriate $30K for landscaping at the Red Sandstone Parking StructureLionshead Parking Structure Landscape Renovations (VRA) - 30,291 30,291 30,291 2021: Re-appropriate to complete landscaping at the Lionshead parking structure ($30.3K);Total Parking1,645,000 596,193 2,241,193 100,000 2,341,193 TOWN OF VAIL 2021 PROPOSED AMENDED BUDGETSUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCECAPITAL PROJECTS FUND 8 July 6, 2021 - Page 128 of 141 Changes since the First ReadingProposed1st 2021 2nd 20212021 Supplemental Amended Supplemental AmendedTOWN OF VAIL 2021 PROPOSED AMENDED BUDGETSUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCECAPITAL PROJECTS FUNDTransportationBus Shelters 30,000 229,721 259,721 259,721 Bus shelter annual maintenance; 2021 includes $259.7K re-appropriation for a new Lionshead transit center Westbound Bus shelterReplace Buses - 3,455,822 3,455,822 3,455,822 2021: Re-appropriate $3.5M for buses ordered in 2020 with delivery in 2021Bus Transportation Management System - 700,000 700,000 60,000 760,000 2021: $60K added per contract cost; $700K for a new bus transportation mgmt. system. This includes a $350K 50% CDOT grant and $350K savings from "Replace Buses" project to upgrade bus transportation system; $350K CDOT grant; 2028: Replacement of bus mgmt. system based on 8 year life.Traffic Impact Fee and Transportation Master Plan Updates 300,000 30,000 330,000 330,000 2021: $30K to perform traffic counts pending the West Vail Master Plan; $300K to update Vail transportation master plan pending the outcome of the West Vail Master Plan ($300K)Hybrid Bus Battery Replacement 165,000 165,000 165,000 2021: Scheduled replacement placeholder; Estimated life of 6 years; While batteries are passed their lifecycle replacement has not been needed as of yet;Electric bus chargers and electrical service rebuild - 1,267,279 1,267,279 1,267,279 2021:$1.3M to continue to construct electric bus charging station and electrical service infrastructure at Lionshead and Vail Village Transit centers; $1.1M in grant revenue will offset cost of this projectTotal Transportation495,000 5,682,822 6,177,822 60,000 6,237,822 Road and BridgesCapital Street Maintenance 1,225,000 1,225,000 1,225,000 On-going maintenance to roads and bridges including asphalt overlays, patching and repairs; culvertsStreet Light Improvements 75,000 144,369 219,369 219,369 Town-wide street light replacement; Slifer Plaza/ Fountain/Storm Sewer - 73,417 73,417 73,417 2021: Re-appropriate $73.4K for water quality vaultVail Health / TOV Frontage Road improvements 9,000,000 - 9,000,000 (1,500,000) 7,500,000 2021: Reflect $1.5M of savings; VH plans for expansion; Improvements would span from LH Parking structure to Municipal building; $6.0M funded by VRA in 2021, Traffic impact fee ($1.5M), Timing of this project is pending the Civic Center Master PlanPepi's Memorial - - 20,000 20,000 Pepi's Memorial in Pepi's Plaza ($20K)Seibert Fountain Improvements - 60,000 60,000 60,000 2021: $60K for Fountain software system Seibert FountainNeighborhood Road Reconstruction 1,500,000 1,500,000 1,500,000 2021: East Vail road Major Drainage Improvements construction ($1.5M)Vail Village Streetscape/Snowmelt Replacement 1,250,000 1,250,000 1,250,000 Replacement of 18 yr. old streetscape and snowmelt infrastructure in Vail Village Total Road and Bridge13,050,000 277,786 13,327,786 (1,480,000) 11,847,786 ContributionsChildren's Garden of Learning-Capital 20,000 (20,000) - - $20K Annual contribution for capital maintenance and improvements included belowTotal Contributions20,000 (20,000) - - - TechnologyTown-wide camera system 22,000 8,022 30,022 30,022 $22K Annual maintenanceAudio-Visual capital maintenance 18,000 76,978 94,978 94,978 $18K annual maintenance / replacement of audio-visual equipment in town buildings such as Donovan, Municipal building, Grand View, LH Welcome Center; 2020: $100K Welcome Center video wall replacementDocument Imaging 50,000 50,000 50,000 Annual maintenance, software licensing, and replacement schedule for scanners and servers includes $2.5K for LaserficheSoftware Licensing 580,000 580,000 65,670 645,670 2021: $60K for unanticipated software costs; Annual software licensing and support for town wide systemsHardware Purchases 50,000 100,000 150,000 150,000 2021: Re-appropriate $100K for workstation replacements and time clock replacements; $50K for workstation replacements (20-25 per year)Website and e-commerce 86,500 15,966 102,466 102,466 2021: Re-appropriate $16K to continue Vailgov website framework upgrades; transfer $20K to RETT to integrate LoveVail website to new frameworkFiber Optics / Cabling Systems in Buildings 500,000 97,215 597,215 597,215 2021: Add additional fiber infrastructure to connect critical IT equipment locations including the Village parking structure; the Muni Building; LH Parking Structure; and the West Vail Fire Station ; Repair, maintain & upgrade cabling/network Infrastructure $50K; Also includes placeholder for additional fiber infrastructure growthNetwork upgrades 100,000 41,708 141,708 141,708 Computer network systems - replacement cycle every 3-5 years; 9 July 6, 2021 - Page 129 of 141 Changes since the First ReadingProposed1st 2021 2nd 20212021 Supplemental Amended Supplemental AmendedTOWN OF VAIL 2021 PROPOSED AMENDED BUDGETSUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCECAPITAL PROJECTS FUNDData Center (Computer Rooms) 30,000 203,952 233,952 233,952 2021: $125K for data center equipment annual maint; Re-appropriate $73.4K to continue Data Center remodelBroadband (THOR) 94,800 94,800 94,800 $94.8K annual broadband expenses, potential future revenuesBusiness Systems Replacement 30,000 55,000 85,000 85,000 2021: Re-appropriate $55K for HR Performance Mgmt. SystemTotal Technology1,561,300 598,841 2,160,141 65,670 2,225,811 Public SafetyPublic Safety System / Records Mgmt. System (RMS) 50,000 12,883 62,883 62,883 2021:$50K Annual capital maintenance of "County-wide "Computer Aided Dispatch/Records Mgmt. System"; includes patrol car and fire truck laptops and software used to push information to TOV and other agencies; TOV portion of annual Intergraph software maintenance; $12.8K for PD Brazos systemPublic Safety Equipment 170,808 170,808 170,808 2021: Replacement of body worn camera program and storage software mgmt. system, tasers, and holsters; $100K annual maintenance going forwardFire Safety Equipment 25,000 25,000 25,000 2021: Wildland personnel protection equipment ($25K) deferred from 2020Fire Truck Replacement 880,000 880,000 880,000 2021: Replacement of Engine I purchased in 2011Total Public Safety1,125,808 12,883 1,138,691 - 1,138,691 Community and Guest Service Children's Garden of Learning Temporary Facility Relocation 2,000,000 277,992 2,277,992 460,000 2,737,992 2021: $460K per contract; Re-appropriate $278K design for CGL temporary facility; Children's' Garden of Learning temporarily facility ($2.0M); 2020: Design for temporarily relocation of the Children's Garden of Learning ($335K); Energy Enhancements - 223,847 223,847 223,847 Electric car charges and infrastructure at various town locations and Holy Cross transformer ($223.8K)Pedestrian Safety Enhancements - 25,000 25,000 25,000 $25K for planning and design for lighting replacement project budgeted in 2022 ($1.4M)Underground Utility improvements - 15,459 15,459 15,459 2021: Re-appropriate $15.5K for various underground utility projectsGuest Services Enhancements/Wayfinding - 25,482 25,482 25,482 2021: Re-appropriate $25.5K to continue street sign upgradesRockfall Mitigation near Timber Ridge - 40,679 40,679 40,679 2021; Re-appropriate $40.7M for annual rock wall maintenanceVehicle Expansion - 40,000 40,000 40,000 2021: $40K for new PD detective take-home vehicleCouncil Contribution: Children's Garden of Learning-Capital 20,000 (8,000) 12,000 12,000 2021: CGL Annual Contribution ($20K total with $12K for capital improvements and $8K for employee childcare subsidy) remaining for capital maint. ImprovementsTotal Community and Guest Service2,020,000 640,459 2,660,459 460,000 3,120,459 Total Expenditures 38,495,608 12,009,573 50,505,181 (569,330) 49,935,851 Other Financing Sources (Uses)Debt Financing for Public Works shop 15,000,000 190,000 15,190,000 15,190,000 $15.2M of debt proceeds for PW ShopsDebt Issuance Cost - (190,000) (190,000) (190,000) $190K for debt issuance costsDebt Service Payment (1,200,000) 44,095 (1,155,905) (1,155,905) Annual debt service payment (Principal and Interest)Transfer from Vail Reinvestment Authority 8,550,000 290,012 8,840,012 237,992 9,078,004 2021: $229K for LH transit center bus stop; $30.3K reappropriation for LH transit landscape improvements; $30K for Red Sandstone landscaping; VH plans for expansion; Improvements would span from LH Parking structure to Municipal building; $6.0M funded by VRA; Lionshead Parking Structure $50K; CGL Temp Facility $2.73MTransfer to Residences at Main Vail Fund - - (1,500,000) (1,500,000) Transfer to Residences at Main Vail Fund to phase one expendituresTransfer to Housing Fund (2,500,000) (690,000) (3,190,000) (3,190,000) 2021 includes $690K for Residence at Mail Vail planning; Transfer to Housing Fund; 2.5M per yearRevenue Over (Under) Expenditures (7,635,676) (9,979,259) (17,614,935) 6,257,322 (11,357,613) Beginning Fund Balance 23,759,231 41,177,524 41,177,524Ending Fund Balance 16,123,556 23,562,589 29,819,911 10 July 6, 2021 - Page 130 of 141 Changes since the First ReadingProposed1st 2021 2nd 20212021 Supplemental Amended Supplemental AmendedRevenueReal Estate Transfer Tax 7,000,000$ 7,000,000$ 1,000,000$ 8,000,000$ 2021 flat with 2021; 2023-2035: 2% annual increaseGolf Course Lease 170,000 170,000 170,000 Annual lease payment from Vail Recreation District; Rent income funds the "Recreation Enhancement Account" belowIntergovernmental Revenue 20,000 300,000 320,000 320,000 2021: $300K Reimbursement from ERWSD for Dowd Junction retaining wall project; $20K lottery proceedsProject Reimbursements - - 11,200 11,200 2021: VRD Reimbursement for annual Synexis Maint.Donations - 35,782 35,782 35,782 2021: Re-appropriate $35.8K unused donation from East West for Ford Park art spaceRecreation Amenity Fees 10,000 10,000 75,000 85,000 $75K of additional recreation amenity fees based on YTD collectionsEarnings on Investments and Other 48,208 7,867 56,075 7,500 63,575 2021: $7.5K IAFC grant to be used towards fire chipping program; $7.9K use of bag fee for recycling banner swag; $32K Clean Up Day ; 2021-2035: 0.7% interest rate assumedTotal Revenue 7,248,208 343,649 7,591,857 1,093,700 8,685,557 ExpendituresManagement Fee to General Fund (5%) 350,000 350,000 350,000 5% of RETT Collections - fee remitted to the General Fund for administrationWildlandForest Health Management 231,592 103,826 335,418 9,289 344,707 2021: $7.5K use of grant for chipping program over hire; $1.8K transfer from Booth Creek project for hose replacement used on Booth Creek burn; Salary Adjustments; Correct forest health personnel budget to more accurately reflect personnel costs previously budgeted in the GF; Operating budget for Wildland Fire crew; Total Wildland231,592 103,826 335,418 9,289 344,707 ParksAnnual Park and Landscape Maintenance 1,677,755 376,348 2,054,103 2,054,103 2021: Salary adjustments; Correct parks personnel budget to more accurately reflect personnel costs previously budgeted in the GF; flat with 2020 original; Ongoing path, park and open space maintenance, project mgmt.; Town Trail Host volunteer program ($16,000), “Clean-up after your K-9” media campaign ($2,000), and a planning effort with the USFS to generate long-term solutions ($30,000). Park / Playground Capital Maintenance 125,000 46,401 171,401 171,401 2021: 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; Re-appropriate $76K for heater in Ford Park restrooms ($46K) and to transfer $30K to Stephen's park to complete projectRec. Path Capital Maint 85,000 74,717 159,717 159,717 2021: Re-appropriate $74K for amphitheater bridge railings and decking; $85K for annual Capital maintenance of the town's recreation path systemTree Maintenance 75,000 10,888 85,888 85,888 On going pest control, tree removal and replacements in stream tract, open space, and park areasStreet Furniture Replacement 85,000 - 85,000 85,000 2021: Annual street furniture replacementCovered Bridge Pocket Park Rehabilitation - 111,073 111,073 111,073 2021: $111.1K complete Pocket Park rehabilitationStephens Park Safety Improvements - 63,176 63,176 63,176 2021: Re-appropriate $33.1K for Stephens Park safety improvements; transfer $30 from park capital maint Vail Transit Center Landscape - 32,817 32,817 32,817 2021: $32.8K for completion of landscaping at Vail transit centerSunbird Park Fountain Repairs - 15,000 15,000 15,000 2021: $15K Installation of Clear Comfort advanced oxidation commercial pool sanitation system to water safe for kidsTurf Reduction - 10,000 10,000 10,000 2021: $10K Continue turf reduction project at Ellefson parkFord Park Enhancement: Priority 3 Landscape area - 75,000 75,000 75,000 2021: Re-appropriate for $75K for landscaping around playground ad basketball courtFord Park Playground Improvements 200,000 200,000 200,000 2021: Safety Improvements to the Ford Park play area including wooden bridge to boulder area, expansion to toddler area, ADA upgrades, and replacement of a safety net ($200K)Playground/Park Roofing Replacements 75,000 75,000 75,000 2021: Replacing cedar shake roofs at Ford Park, Ellefson Park, and Buffeher Creek Park to address fire safetyKindel Park/Mill Creek 175,000 175,000 175,000 2021: Improvements to heavily worn stream tract between Hanson Ranch Rd and Pirate ship parkBig Horn Park Improvements 55,000 55,000 55,000 2021: Safety Improvements to Bighorn park including stairway/handrails and resurfacing near picnic tables and grills ($55K)Total Parks2,552,755 815,420 3,368,175 - 3,368,175 Rec Paths and TrailsVail Valley Drive Path Extension: Ford Park to Ptarmigan - 42,659 42,659 42,659 2021: $42.7K to plan and design future improvements of Vail Valley Drive pathVail Valley Drive Path Extension: Ptarmigan West to GC Mtn Building- 42,659 42,659 42,659 2021: $42.7K to plan and design future improvements of Vail Valley Drive pathTOWN OF VAIL 2021 PROPOSED AMENDED BUDGETSUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCEREAL ESTATE TRANSFER TAX 11 July 6, 2021 - Page 131 of 141 Changes since the First ReadingProposed1st 2021 2nd 20212021 Supplemental Amended Supplemental AmendedTOWN OF VAIL 2021 PROPOSED AMENDED BUDGETSUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCEREAL ESTATE TRANSFER TAX Advisory Bike Lanes on Vail Valley Drive 75,000 75,000 75,000 2021: Add an advisory bike lane on Vail Valley DriveGore Valley Trail Bridge Replacement 40,000 40,000 40,000 2020-2021: Design and planning for Gore Valley Trail Bridge replacementGore Valley Trail Realignment - 124,428 124,428 124,428 2021: Re-appropriate $14.4K to continue planning and design of Gore Trail realignment in LHEast Vail Interchange Improvements - 253,818 253,818 253,818 2021: $253.8K to continue East Vail interchange landscaping projectDowd Junction repairs and improvements 98,563 700,592 799,155 799,155 2021: Continue Re-stabilization of Dowd Junction path ($2.1M); Repairs to culverts, drainage, and preventative improvements; project in cooperation with Eagle River Water and Sanitation; offset with reimbursement of $300K reimbursement from ERWSDGore Valley Trail Fence Replacement at Dowd Junction 50,000 50,000 50,000 2021: Replace wood fence along Gore Valley Trail in Dowd Junction in conjunction with CDOT wildlife fence projectTotal Rec Paths and Trails263,563 1,164,156 1,427,719 - 1,427,719 Recreational FacilitiesNature Center Operations 90,000 90,000 90,000 Nature Center operating costs including $75K Walking Mountains contract and $15K for maintenance and utilitiesNature Center Capital Maintenance 5,165 50,000 55,165 55,165 2021: Re-appropriate $50K placeholder for nature center maint and repairs; This includes replace benches and chairs ($5.2K); 2020: Wood siding and trim ($9.5K), window replacement ($10.3K), exterior door repairs ($7.6K); steep slope roofing replacement ($27.5K); signage ($17.2K), paths and walkways ($6.9K), timber stairway ($12.2K), shade structure reconstruction ($36.0K); Nature Center Redevelopment - 383,522 383,522 383,522 2021: $383.5K for further planning and design for a nature center remodelGolf Clubhouse & Nordic Center - 24,809 24,809 24,809 2021: Final art purchases for Clubhouse and Nordic Center; art budget was 1% of original project budgetTotal Recreational Facilities95,165 458,331 553,496 - 553,496 EnvironmentalEnvironmental Sustainability 550,920 70,335 621,255 621,255 2021: $9.7K Salary adjustments; $15K for a waste reduction intern; $20K annual energy mgmt. software (previously in CPF); $25K to integrate Love Vail website onto new TOV website framework; $650 for annual environments dues; Annual operating expenditures for Environmental department (4 FTEs); includes $40K for Clean up day, professional dues to organizations such as CC4CA, Climate Action Collaborative, etc.Recycling and Waste Reduction Programs 122,500 90,876 213,376 213,376 2021: $7.9K use of bag fees for recycled banner swag, $13K annual recycling challenge; reappropriation of the following: Love ($50K), artwork for Love Vail ($5K), Recycling Education ($5K), Recycled art installation; Green Team ($2.5K), Eagle County Recycling Hauls ($25K), Zero Hero ($25K), Actively Green ($40K); Recycling Education ($30K)Ecosystem Health 233,500 49,130 282,630 (2,303) 280,327 2021: Transfer $2.3K to fire for booth creek burn expenditures; Increase funding for Front range program ($15.1K), $34K for Big Horn sheep and underwater filming/Big Horn sheet documentary; Wildlife Forum ($2.5K), CC4CA ($3K); Biodiversity Study ($50K), Sustainable Destination ($30K), Trees for Vail ($5K), USFS Forest Service Ranger Program ($33K); Wildlife Habitat Improvements ($100K)Energy & Transportation 72,500 18,000 90,500 90,500 2021: Annual EV bulk purchase event, partnership with EC e-bike ownership model program; Continue E-Bike pilot program ($25K), Energy Smart Partnership ($40K), Sole Power ($7.5K) 2020: E-bike pilot program research ($25K); Annual expenditures: Energy Smart Colorado partnership contract ($40K); Sole Power coordination ($7.5K); 2021-2024: Energy Smart Partnership contract ($40K), Sole Power (7.5K) plus $2.1K donation from First BankStreamtract Education/Mitigation 50,000 20,000 70,000 70,000 2021: Re-appropriate $20K for streamtract education; $50K annual streamtract education programming such as "Lunch with Locals", landscape workshops, City Nature Challenge and storm drain artWater Quality Infrastructure 1,750,000 55,116 1,805,116 1,805,116 2021: Continue water quality improvement to Gore Creek; Stormwater site specific water and water quality construction projects as part of "Restore the Gore"; 2021: $1.0M plus $750K deferred from 2020 Streambank Mitigation 200,000 50,000 250,000 250,000 2021: Continuation of Riparian Site specific construction projects for Water Quality Strategic Action Plan ($250K)Gore Creek Interpretive Signage - 150,825 150,825 150,825 2021: Re-appropriate $150.8K for Gore Creek Interpretive signage projectPW Solar Project 1,100,000 1,100,000 1,100,000 2021: Installation of solar panels at Public Works Shops deferred from 2020Open Space Land Acquisition 500,000 500,000 500,000 2021: $500K for open lands acquisition includes additional $250K deferred from 2020Total Environmental4,579,420 504,282 5,083,702 (2,303) 5,081,399 ArtPublic Art - Operating 101,653 1,964 103,617 103,617 Art in Public Places programming and operationsPublic Art - General program / art 598,022 37,930 635,952 635,952 2021: $re-appropriate $37.9K for annual art programs; $60K for annual art programs and $538K 2020 deferral of accumulated funds; To purchase sculptures, artwork, art programs and events; remainder is re-appropriated each year to accumulate enough fundsPublic Art - Winterfest 30,000 23,124 53,124 53,124 2021- $53.1K for annual Winterfest programming12 July 6, 2021 - Page 132 of 141 Changes since the First ReadingProposed1st 2021 2nd 20212021 Supplemental Amended Supplemental AmendedTOWN OF VAIL 2021 PROPOSED AMENDED BUDGETSUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCEREAL ESTATE TRANSFER TAX Seibert Memorial Statue - 17,150 17,150 17,150 2021: $17.2K for Pete Seibert Memorial statue maintenanceArt Space - 35,782 35,782 35,782 2021: Design phase for Ford Park art space- see corresponding donation from East West aboveTotal Art729,675 115,950 845,625 - 845,625 CommunityCouncil Contribution: Betty Ford Alpine Garden Support 63,985 63,985 63,985 Annual operating support of the Betty Ford Alpine Gardens; annual increase to follow town's general operating annual increaseCouncil Contribution: Eagle River Watershed Support 36,000 36,000 36,000 Annual support of the Eagle River Watershed Council programs Council Contribution: Adopt A Trail 4,590 4,590 4,590 Adopt A Trail Council Contribution for trails in or bordering the TownCouncil Contribution: Eagle Valley Land Trust 5,000 5,000 5,000 Eagle Valley Land Trust Council ContributionBetty Ford Alpine Garden - Capital Contribution 20,000 20,000 20,000 Contribution request to repair ADA pathways ($6K) and upgrade irrigation system ($19K)Total Contributions129,575 - 129,575 - 129,575 VRD-Managed Facility ProjectsRecreation Enhancement Account 170,000 541,665 711,665 711,665 Annual rent paid by Vail Recreation District; to be re-invested in asset maintenance ($168,317)Recreation Facility Maintenance 25,000 25,000 11,200 36,200 2021: Annual $25K for general RETT facility maintenance; $11.2K Synexis MaintGolf Clubhouse 20,260 20,260 20,260 2021: Wood Trim repairs ($20.2K)Golf Course - Other 135,482 590,318 725,800 725,800 2021: $216K for golf course green project; Re-appropriate $590K for golf course maintenance scheduled in 2020 but not completed; 2021:course streambank restoration ($73.8K), maintenance building, HVAC unit ($17.7K), maintenance building heater ($8.9K), maint. building furnace ($9.8M)Dobson Ice Arena 486,861 108,986 595,847 595,847 2021: Re-appropriate $109K for paver and roof repairs; Changing Rooms ($78.8), windows replacement ($74.3), heat pumps ($6.3K), restroom remodel ($78.7K), rebuild of electrical system ($144.2K), boiler room upgrades ($55K), steel gate ($14.3K), exterior lighting ($22.9), exterior wood trim ($9.3K); Repairs to exterior doors ($5.5K); exhaust stack repairs ($2.9K); '2020: Complete pavers and roof repairs ($161K); Ford Park / Tennis Center Improvements - 141,043 141,043 141,043 2021: $141K for golf course maintenance scheduled in 2020 but not completed; Repair exterior doors ($9.6K); replace furnace, hot water tank, baseboards ($47.8K), replace windows ($24K); Pickleball Feasibility Study ($10K)Athletic Fields 109,716 6,000 115,716 115,716 2021: Re-appropriate $6K for parking lot; Coat exterior gypsum board ($3.7K), Repaved parking lot ($8K), Irrigation System ($100K) Gymnastics Center - 240,043 240,043 240,043 2021: Re-appropriate $240K for new cooling system; Restroom remodel ($42.6K)Total VRD-Managed Facility Projects947,319 1,628,055 2,575,374 11,200 2,586,574 Total Expenditures 9,879,064 4,790,020 14,669,084 18,186 14,687,270 Other Financing Sources (Uses)Transfer from Capital Project Fund - - - Revenue Over (Under) Expenditures (2,630,855) (4,446,371) (7,077,226) 1,075,514 (6,001,712) Beginning Fund Balance 13,629,406 20,353,073 20,353,073Ending Fund Balance10,998,550$ 13,275,847$ 14,351,361$ 13 July 6, 2021 - Page 133 of 141 Proposed 2021 1st 2021 2nd 2021 Budget Supplemental Amended Supplemental Amended Revenue Transfer in from Capital Projects Fund 2,500,000 690,000 3,190,000 3,190,000 Workforce Housing Sales - 280,000 280,000 787,400 1,067,400 Sale of Chamonix Vail Unit ($524.9K); Sales of Vail Heights Unit (262.5K) Total Revenue 2,500,000 970,000 3,470,000 787,400 4,257,400 Expenditures Housing Programs InDeed Program 2,500,000 4,633,186 7,133,186 (4,874,290) 2,258,896 Use $1.4M towards Black Gore Creek Property; $3.5M towards Residences at Mail Vail Opportunity Fee Buy Down Housing - 911,675 911,675 (911,675) - Using $143.5K of buy down funds for Vail Heights subsidy; $768,210 to go towards Black Gore Creek Property TOV Purchased Housing Town of Vail Rental Inventory - 34,612 34,612 34,612 Chamonix unit - - 520,703 520,703 Purchase of Chamonix Vail Unit ($520.7K) Vail Heights Unit - - 410,162 410,162 Purchase of Vail Heights Unit for Resale Black Gore Creek Property - - 2,142,500 2,142,500 Use of Buydown funds and InDeed funds for Black Gore Creek property Construction Housing Projects Residences at Main Vail Opportunity Fee - - 3,500,000 3,500,000 Triumph Fee for Residences at Mail Vail Residences at Main Vail - 690,000 690,000 690,000 $300K Mgmt. Fee; $390K Design and Planning Total Expenditures 2,500,000 6,269,473 8,769,473 787,400 9,556,873 Operating Income - (5,299,473) (5,299,473) - (5,299,473) Beginning Fund Balance - 5,299,473 5,299,473 Ending Fund Balance -$ -$ -$ TOWN OF VAIL 2021 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE HOUSING FUND 14 July 6, 2021 - Page 134 of 141 Proposed 2021 1st 2021 2nd 2021 Budget Supplemental Amended Supplemental Amended Revenue Business Licenses 335,000$ 335,000$ 335,000$ Transfer in from General Fund 1,475,184 91,790 1,566,974 40,000 1,606,974 Earnings on Investments 2,000 2,000 2,000 Total Revenue 1,812,184 91,790 1,903,974 40,000 1,943,974 Expenditures Commission on Special Events (CSE) 625,554 79,790 705,344 705,344 Education & Enrichment 154,530 12,000 166,530 166,530 Signature Events: Bravo! 210,355 210,355 210,355 Vail Jazz Festival 75,000 75,000 75,000 Vail Valley Foundation - Mountain Games 98,000 98,000 98,000 Vail Valley Foundation - GRFA 52,500 52,500 52,500 Vail Valley Foundation - Dance Festival 38,245 38,245 38,245 Fireworks 36,000 36,000 36,000 Town Produced Events: Magic of Lights 50,000 50,000 50,000 Revely Vail 145,000 145,000 145,000 Vail Holidays Funding 25,000 25,000 25,000 Ambient Event Funding: Music in the Villages 300,000 300,000 300,000 Culteral Heritage: Summervail - - 40,000 40,000 Collection Fee - General Fund 16,750 16,750 16,750 Total Expenditures 1,826,934 91,790 1,918,724 40,000 1,958,724 Revenue Over (Under) Expenditures (14,750) - (14,750) - (14,750) Beginning Fund Balance 387,124 387,124 387,124 Ending Fund Balance 372,374$ 372,374$ 372,374$ SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE TOWN OF VAIL 2021 PROPOSED AMENDED BUDGET VAIL MARKETING & SPECIAL EVENTS FUND 15 July 6, 2021 - Page 135 of 141 Proposed 2021 1st 2021 2nd 2021 Budget Supplemental Amended Supplemental Amended Revenue Town of Vail Interagency Charge 3,650,378$ 3,650,378$ 3,650,378$ Insurance Reimbursements & Other 10,000 10,000 10,000 Earnings on Investments 7,900 7,900 7,900 Equipment Sales and Trade-ins 241,730 241,730 241,730 Total Revenue 3,910,008 - 3,910,008 - 3,910,008 Expenditures Salaries & Benefits 1,117,586 24,155 1,141,741 1,141,741 Operating, Maintenance & Contracts 1,543,674 1,543,674 6,750 1,550,424 Synexis annual maint. Capital Outlay 1,253,000 130,388 1,383,388 1,383,388 Total Expenditures 3,914,260 154,543 4,068,803 6,750 4,075,553 Revenue Over (Under) Expenditures (4,252) (154,543) (158,795) (6,750) (165,545) Beginning Fund Balance 1,786,492 2,284,412 2,284,412 Ending Fund Balance 1,782,240$ 2,125,617$ 2,118,867$ TOWN OF VAIL 2021 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE HEAVY EQUIPMENT FUND 16 July 6, 2021 - Page 136 of 141 Proposed 2021 1st 2021 2nd 2021 Budget Supplemental Amended Supplemental Amended Revenue E911 Board Revenue 874,606$ 874,606$ 874,606$ Interagency Charges 1,224,336 1,224,336 1,224,336 Other County Revenues 259,304 259,304 259,304 Town of Vail Interagency Charge 616,306 616,306 616,306 Earnings on Investments and Other 5,000 5,000 5,000 Total Revenue 2,979,552 - 2,979,552 - 2,979,552 Expenditures Salaries & Benefits 2,291,795 50,164 2,341,959 2,341,959 Operating, Maintenance & Contracts 535,091 535,091 700 535,791 Synexis annual maint. Capital Outlay 260,913 292,323 553,236 553,236 Total Expenditures 3,087,799 342,487 3,430,286 700 3,430,986 Revenue Over (Under) Expenditures (108,247) (342,487) (450,734) (700) (451,434) Transfer In from General Fund Beginning Fund Balance 1,396,061 1,863,233 1,863,233 Ending Fund Balance 1,287,814$ 1,412,499$ 1,411,799$ TOWN OF VAIL 2021 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE DISPATCH SERVICES FUND 17 July 6, 2021 - Page 137 of 141 Proposed 2021 2nd 2021 Budget Supplemental Amended Revenue -$ -$ Rental Income - - Other Income - - Vacancy - - Investment Earnings - - Total Revenue - - - Expenses Operating, Maintenance & Contracts - - Capital Outlay - 24,500,000 24,500,000 Total Expenditures - 24,500,000 24,500,000 Revenue Over Expenses - (24,500,000) (24,500,000) Other Financeing Sources (Uses) Debt Proceeds - 24,500,000 24,500,000 Debt Issuance Cost - (250,000) (250,000) Fiscal Agent fees - (2,800) (2,800) Interest Expense - - Loan Principal Repayment - - Transfer from Capital Projects Fund - 1,500,000 1,500,000 Total Other Financing Sources (Uses)- 25,747,200 25,747,200 Change in Net Position - 1,247,200 1,247,200 Net Position- Beginning - - Net Position- Ending -$ 1,247,200$ TOWN OF VAIL 2021 PROPOSED AMENDED BUDGET SUMMARY OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE RESIDENCES AT MAIN VAIL 18 July 6, 2021 - Page 138 of 141 Ordinance No. 13, Series of 2021 ORDINANCE NO. 13 SERIES OF 2021 AN ORDINANCE MAKING BUDGET ADJUSTMENTS TO THE TOWN OF VAIL GENERAL FUND, CAPITAL PROJECTS FUND, REAL ESTATE TRANSFER TAX FUND , HOUSING FUND, MARKETING FUND, HEAVY EQUIPMENT FUND , DISPATCH SERVICES FUND, AND RESIDENCES AT MAIN VAIL FUND OF THE 2021 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 20 20 which could not have been reasonably foreseen or an ticipated by the Town Council at the time it enacted Ordinance No. 17, Series of 2020, adopting the 2021 Budget and Financial Plan for the Town of Vail, Colorado; and, WHEREAS, the Town Manager has certified to the T own 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, Colorad o, the Town Council hereby makes the following budget adjustments for the 2021 Budget and Financial Plan for the Town of Vail, Colorado, and authorizes the following budget adjustments: General Fund $ 342,450 Capital Projects Fund 930,670 Real Estate Transfer Tax Fund 18,186 Housing Fund 787,400 Marketing Fund 40,000 Heavy Equipment Fund 6,750 Dispatch Services Fund 700 Residences at Main Vail Fund 24,752,800 Less Interfund Transfers (1,540,000) Total $ 25,338,956 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 rema ining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each July 6, 2021 - Page 139 of 141 Ordinance No. 13, Series of 2021 part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phras es be declared invalid. 3. The Town Council hereby finds, determines, and declares that this ordinance is necessary and proper for th e 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 comm enced under or by virtue of the provision repealed or repealed and reenacted. The repeal of any provi sion hereby shall not revive any provision or any ordinance previously repealed or superseded unle ss 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, o r ordinance, or part thereof, theretofore repealed. INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 15th day of June 2021, and a public hearing shall be held on this Ordinance on the 6th day of July, 2021, at the regular meeting of the Town Council of the Town of Vail, Colorado, in the Municipal Building of the town. _______________________________ Dave Chapin, Mayor ATTEST: ___________________________ Tammy Nagel, Town Clerk READ AND APPROVED ON SECOND READIN G AND ORDERED PUBLISHED IN FULL this 6th day of July. _____________________________ Dave Chapin, Mayor ATTEST: ________________________________ Tammy Nagel, Town Clerk July 6, 2021 - Page 140 of 141 VA I L TO W N C O UNC I L A G E ND A ME MO I T E M /T O P I C : Adjournment 7:55 pm (estimate) July 6, 2021 - Page 141 of 141