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TC Packet 06-10-2025AVON TOWN COUNCIL MEETING AGENDA TUESDAY, June 10, 2025 MEETING BEGINS AT S: PM avon Hybrid meeting;g; in -person at Avon Town Hall, 100 Mikaela Way or virtually through Zoom, Zoom registration is on the header at Avon.org C 0 L 0 R A D 0 AVON TOWN COUNCIL PUBLIC MEETING BEGINS AT 5:00 PM CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA 3. DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS PUBLIC COMMENT — COMMENTS ARE WELCOME ON ITEMS NOT LISTED ON THE FOLLOWING AGENDA Public comments are limited to three (3) minutes. The speaker maybe given one (1) additional minute subject to Council approval. CONSENT AGENDA (5 MINUTES) 5.1. Approval of May 27, 2025 Regular Council Meeting Minutes (Town Clerk Miguel Jauregui Casanueva) 5.2. Approval Amendment to Heil Employment Agreement (Mayor Tamra N Underwood) 5.3. Approval of $776,000 CDOT Grant Agreement for Purchase of Hybrid Bus (Mobility Manager Jim Shoun) 5.4. Approval of $1,085,280 CDOTIFASTER Grant for 2 electric busses (Mobilty Manager Jim Shoun) 5.5. Approval of $40,000 Transit Planning Grant (Mobility Manager Jim Shoun) 5.6. Resolution 25-10 Approving Conveyance of Tract H1 from Traer Creek Metropolitan District to the Town of Avon (Community Development Director Matt Pielsticker) 5.7. Assignment of Conceptual Design Agreement for Slopeside Housing (Community Development Director Matt Pielsticker) 5.8. Approval of Utility Easement to Eagle River Water and Sanitation District to Service Eagle Bend Park (Senior Engineer Will Kearney) 5.9. Approval of Public Works Garage Change Order (Senior Engineer Nicole Mosby) 5.10. Notice of Award for US6 Pedestrian Safety Project (Town Engineer Eva Wilson) BUSINESS ITEMS 6.1. ACTION: Finance Committee Member Interviews (Chief Financial Officer Paul Redmond) (30 Minutes) 6.2. PUBLIC HEARING: Outdoor Use of Amplified Sound Application Bravo Vail (Special Events Coordinator Emily Dennis) (15 Minutes) 6.3. ACTION: Wildwood Townhomes Deed Restriction Replacement (Community Development Director Matt Pielsticker) (45 Minutes) 6.4. PUBLIC HEARING: Second Reading of Ordinance 25-11: Updates to Avon Municipal Code Chapter 5: Contractor Licensing (Development Coordinator Emily Block) (15 Minutes) 6.5. ACTION: Amendments to Hidden Valley Estates Development Agreement and Public Improvements Agreement (Planning Manager Jena Skinner) (30 Minutes) 6.6. WORK SESSION: Capital Improvements Program Update (Town Engineer Eva Wilson) (30 Minutes) MEETING AGENDAS AND PACKETS ARE FOUND AT: WWW.AVON.ORG MEETING NOTICES ARE POSTED AT AVON TOWN HALL, AVON RECREATION CENTER, AVON ELEMENTARY AND AVON PUBLIC LIBRARY INDIVIDUALS WITH DISABILITIES ARE ENCOURAGED TO PARTICIPATE IN ALL PUBLIC MEETINGS SPONSORED BY THE TOWN OF AVON. IF YOU REQUIRE A DISABILITY ACCOMMODATION, PLEASE CONTACT THE TOWN CLERK, MIGUEL JAUREGUI CASANUEVA, AT 970-748-4001 OR MJAUREGUI( ,AVON.ORG WITH YOUR REQUEST. REQUESTS SHOULD BE MADE AS SOON AS POSSIBLE BUT NO LATER THAN 72 HOURS BEFORE THE SCHEDULED PUBLIC EVENT. 7. WRITTEN REPORTS 7.1. Colorado Creative Industries 2025 Summit Recap (Special Events Coordinator Emily Dennis) 7.2. Grants Update (Deputy Town Manager Patty McKenny) 7.3. Health and Recreation Committee Minutes for May (Recreation Director Michael Labagh) 7.4. Cultural, Arts & Special Events (CASE) Committee Meeting Minutes for May (Chief Cultural Officer Danita Dempsey) 7.5. Avon Downtown Development Authority (DDA) Meeting Minutes for June (Town Clerk Miguel Jauregui Casanueva) 7.6. Fire Mitigation & Fire Evacuation Drill Update (Deputy Chief of Police Coby Cosper) 8. MAYOR AND COUNCIL COMMENTS & MEETING UPDATES (15 MINUTES) 9. EXECUTIVE SESSION: For the purpose of considering a real property transaction pursuant to CRS Section 24-6-402(4)(a), for the instructing negotiators pursuant to CRS Section 24-06-402(e)(1) and for the purpose of receiving legal advice pursuant to CRS Section 24-06-402(b) related to real property in the Town Core. (Town Manager Eric Heil and Town Attorney Nina Williams) (30 Minutes) 10. ADJOURN Public Comments: Council agendas shall include a general item labeled "Public Comment" near the beginning of all Council meetings. Members of the public who wish to provide comments to Council greater than three minutes are encouraged to schedule time in advance on the agenda and to provide written comments and other appropriate materials to the Council in advance of the Council meeting. The Mayor shall permit public comments during any agenda item and may limit public comment to three minutes per individual, which limitation may be waived or increased by a majority of the quorum present. The timer for public comment shall begin promptly after the speaker states their name and place of residence. Article Vill. Public Comments, Avon Town Council Simplified Rules of Order, Amended and Readopted by Resolution No. 24-17. MEETING AGENDAS AND PACKETS ARE FOUND AT: WWW.AVON.ORG MEETING NOTICES ARE POSTED AT AVON TOWN HALL, AVON RECREATION CENTER, AVON ELEMENTARY AND AVON PUBLIC LIBRARY INDIVIDUALS WITH DISABILITIES ARE ENCOURAGED TO PARTICIPATE IN ALL PUBLIC MEETINGS SPONSORED BY THE TOWN OF AVON. IF YOU REQUIRE A DISABILITY ACCOMMODATION, PLEASE CONTACT THE TOWN CLERK, MIGUEL JAUREGUI CASANUEVA, AT 970-748-4001 OR MJAUREGUI(, ,AVON.ORG WITH YOUR REQUEST. REQUESTS SHOULD BE MADE AS SOON AS POSSIBLE BUT NO LATER THAN 72 HOURS BEFORE THE SCHEDULED PUBLIC EVENT. AVON REGULAR MEETING MINUTES TUESDAY MAY 27, 2025 Avon HYBRID MEETING; IN -PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM COLORADO 1. CALL TO ORDER AND ROLL CALL The meeting was hosted in a hybrid format, in -person at Avon Town Hall and virtually via Zoom.us. Mayor Tamra N. Underwood called the May 27, 2025, Council Regular Meeting to order at 5:21 p.m. A roll call was taken, and Councilors present in person were Chico Thuon, Lindsay Hardy, Ruth Stanley, Mayor Pro Tern Richard Carroll, and Mayor Tamra N. Underwood. Present virtually was Councilor Kevin Hyatt who joined the meeting at 5:27 p.m. Absent from the meeting was Councilor Gary Brooks. They were joined in person by Town Manager Eric Heil, Deputy Town Manager Patty McKenny, Town Clerk Miguel Jauregui Casanueva, Deputy Town Clerk Brenda Torres, Chief Financial Officer Paul Redmond, Rec Director Michael Labagh, Community Development Director Matt Pielsticker, Planning Manager Jena Skinner, Development Coordinator Emily Block, Engineering Director Eva Wilson, General Government Intern Arnell Wade, and Avon Police Chief Greg Daly. Town Attorney Nina P. Williams joined the meeting virtually. 2. APPROVAL OF AGENDA Video Start Time: 22:20 Mayor Underwood initiated the meeting with the Agenda approval process. Town Manager Eric Heil requested that Council remove the Executive Session from the Agenda. Councilor Stanley motioned to approve the Agenda, as amended. Councilor Hardy seconded the motion. The motion carried unanimously with a 6-0 vote of those present. 3. DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS Video Start Time: 22:28 Mayor Underwood asked if there were any conflicts of interest related to the Agenda, and none were disclosed. 4. PUBLIC COMMENT Video Start Time: 22:55 Mayor Underwood explained that public comment can be made by participating in the meeting in person, via zoom's video/audio, via telephone, or via email. She added that the public comment section is intended for items not listed in the Agenda, and participation by members of the public will be limited to 3 minutes, with an additional minute that may be granted at Council's discretion. She added that members of the public should address Council directly and should not expect a response as it is only intended as an opportunity and space for the public to provide input to Council. She asked if there was any public comment from those present in the room or virtually and requested that they spell their name and mention the neighborhood they reside in if they so choose to upon taking the podium. Sviatlana Masenzhuk, resident of Avon, took the podium in person to state that she volunteers at the Links for Liberty organization which invites injured soldiers from Ukraine to visit Vail and receive different treatments for PTSD, including recreational activities that included a rafting 1 AVON REGULAR MEETING MINUTES TUESDAY MAY 27, 2025 Avon HYBRID MEETING; IN -PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM COLORADO trip, and thanked Council for their support of their initiative. She invited the public to attend a fundraiser in Vail at Coldwell Banker later this evening. She also encouraged the public to familiarize themselves with the Links for Liberty organization and consider donating by visiting linksforliberty.com. She asked Ukrainian soldiers Tsymbal 'Misha' Artem and Mykhailo Vernigora who joined her at the podium to speak of their positive experiences visiting Vail and expressed appreciation to Council and gratitude to the Links for Liberty organization for their support. No other public comment was received in person nor virtually. Councilor Hyatt joined the meeting virtually at 5:27 p.m. 5. CONSENT AGENDA Video Start Time: 29:54 Mayor Underwood introduced the approval of the Consent Agenda to include the following: 5.1 Approval of May 13, 2025 Regular Council Meeting Minutes (Town Clerk Miguel Jauregui Casanueva) Councilor Thuon motioned to approve the Consent Agenda. Councilor Hardy seconded the motion. The motion carried unanimously with a 5-0 vote of those present, with Councilor Hyatt abstaining due to technical difficulties in casting a vote virtually. 6. BUSINESS ITEMS 6.1.Presentation: Fire Mitigation & Fire Evacuation Drill Updates and Town of Avon Wildland Fire Preparedness Month Proclamation (Chief of Police Greg Daly and Fire Chief Karl Bauer and Wildland Coordinator Hugh Fairfield -Smith) Video Start Time: 32:27 Chief of Police Greg Daly and Fire Chief Karl Bauer and Wildland Coordinator Hugh Fairfield - Smith delivered a presentation related to Fire Mitigation & Fire Evacuation Drill Updates and Town of Avon Wildland Fire Preparedness Month Proclamation. They provided an overview of the Town's evacuation preparation efforts, including a scheduled evacuation exercise on May 24, 2025. Chief Karl Bauer and Division Chief Mick Woodworth (incoming Fire Chief) also presented on the Eagle River Fire Protection District's wildfire readiness initiatives. Additionally, Division Chief Hugh Fairfield -Smith, Wildland Coordinator for Eagle Valley Wildland, updated Council on ongoing and upcoming fire mitigation projects in Avon and neighboring areas, with a focus on plans for Spring/Summer 2025, and responded to Council questions. At the request of Councilor Stanley, Mayor Underwood requested that Deputy Chief Cosper provide his presentation to Council in a written report for the next council meeting. As this was discussed as a presentation, no motion was requested, and no public comment was received in person nor virtually. 6.2. Presentation: Police Presentations & Awards (Chief of Police Greg Daly) Video Start Time: 1:06:33 Chief of Police Greg Daly delivered a presentation related to Police Department Annual Awards 2 AVON REGULAR MEETING MINUTES TUESDAY MAY 27, 2025 Avon HYBRID MEETING; IN -PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM COLORADO and the Police Department 2024 Annual report. He was joined at the podium by Deputy Chief Coby Cosper. The Avon Police Department Awards for 2024 and the first half of 2025 recognized staff members who have made exceptional and valiant individual contributions above and beyond their normal duties with the Avon Police Department and recognized other town employees and community members for their contributions to the Town of Avon's citizens, residents, and guests. Officers Trevor Roszczewski, Andres Sandoval, and Chief of Police Greg Daly received a letter of commendation. Sergeant Tyler Churches, Officers Cirilo Zarate, Andres Sandoval, Eagle County Sheriff's Office Sergeant Alex lacovetto and Deputy Greg Lovegren received a Department Teamwork Citation. Detective Sergeant Balmore Herrera, Sergeant John Mackey, Detectives Alan Hernandez and Theresa Reno, Vail Police Detectives Angela Sommer and Robert Genno, and Vail Police Detective Sergeant Marc Antonio also received a Department Teamwork Citation. Officer Michael Carlton and Sergeant John Mackey received a Lifesaving Medal. They received recognition and an expression of gratitude from Council, including a request for a standing ovation in the room. Photographs memorializing the occasion were captured. As this was discussed as a presentation, no motion was requested, and no public comment was received in person nor virtually. Mayor Underwood declared a brief recess from 7:20 p.m. to 7:23 p.m. and reconvened the meeting at 7:24 p.m. 6.3. PUBLIC HEARING (QUASI-JUDICIAL): Second Reading of Ordinance 25-10: REZ24002 Amendment to the Short -Term Rental Overlay Zone District Amendment (Planning Manager Jena Skinner) Video Start Time: 2:19:29 Planning Manager Jena Skinner delivered a presentation related to the Second Reading of Ordinance 25-10. Andrea McMillan, the applicant, joined Planning Manager Skinner at the podium in person. Mayor Pro Tern Carroll asked how the Kestrel could mitigate traffic, noise, health, and safety, etc. as indicated in Page 63, paragraph 2 of the packet, and was advised it can do so as part of the development's new design. Councilor Hardy asked Chief Financial Officer Paul Redmond if the total number of short-term rental licenses is still 408, and Mayor Underwood asked that his response by email be added to this Business Item as part of an updated packet. Councilor Stanley asked if Short -Term Rental Licenses require the approval from the Kestrel's Homeowners Association, which the applicant confirmed. Mayor Underwood asked how the Kestrel will assign the 3 Short Term Rental Licenses and was advised they will be assigned on a first -come, first -served basis. Councilor Hyatt asked if it is 3 or 4 licenses that they are asking for, and Town Manager Eric Heil stated the Avo Code is specific about rounding up when the Kestrel qualifies for more than 3 which results in them having a right to 4 licenses, so his recommendation is to follow the Town Code and approve 4 licenses. 3 AVON REGULAR MEETING MINUTES TUESDAY MAY 27, 2025 Avon HYBRID MEETING; IN -PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM COLORADO Mayor Underwood opened the floor of the public hearing to public comment, and no public comment was received in person nor virtually. Mayor Pro Tern Carroll thanked staff and the applicant for including the Kestrel Homeowners Association documents for second reading. Councilor Hardy stated that her goal is to prioritize the people who live and work in Avon year- round while protecting the vibrancy of the neighborhood and not just favor short term gains. She stated there is no lodging shortage but a housing shortage that is made worse by an increase in short term rentals. She stated she believes this update in the overlay sets a negative precedent for developers and added her analysis of how each review criteria's staff response in pages 62 to 64 she considers to be flawed. She read the record remarks on why she considers that locals drive the economy and not just tourism. Councilor Hyatt stated he agrees with Councilor Hardy in many ways, but specifically for the Kestrel, these units are overpriced for most locals and an exception that can be approved as an outlier. Councilor Hardy wondered at what point this outlier will become the norm, and added she does not believe this development to be contiguous to the overlay. Councilor Stanley added she too does not believe this type of development is suited for locals, and Councilor Hardy stated that this type of precedent will incentivize more developers to continue to build luxury housing that is unattainable. Councilor Thuon added his thoughts on the complexity of the issue and thanked the developer for building such nice units. Mayor Underwood acknowledged that the concerns from Councilor Hardy's and Hyatt' concerns could be better addressed by reviewing the formula for updating the overlay at a later time. After deliberations, Councilor Carroll motioned to approve the second reading of Ordinance 25-10, including the findings outlined in the Report. Councilor Thuon seconded the motion. The motion was carried with a 5-1 vote of those present, with Councilor Hardy voting against. 6.4.First Reading of Ordinance 25-11: Updates to Avon Municipal Code Chapter 5: Contractor Licensing (Development Coordinator Emily Block) Video Start Time: 2:52:16 Development Coordinator Emily Block delivered a presentation related to the First Reading of Ordinance 25-11: Updates to Avon Municipal Code Chapter 5: Contractor Licensing. Councilor Thuon asked if Development Coordinator Block can speak of licensing requirements with the State, and she advised plumbers and electricians are licensed by the State and do not require a contractor license but still require a $25 dollar business license to perform work in Avon. Mayor Pro Tern Carroll asked questions around Section 5.18.050 and the inclusion of the words suspension and revocation and was advised by Town Manager Heil that he would like to keep the word suspension in this section of the Code amendment. He also asked questions about the appeal periods and timeframes. Mayor Underwood opened the floor of the public hearing to public comment, and no public comment was received in person nor virtually. Councilor Hardy commented that in her 4 AVON REGULAR MEETING MINUTES TUESDAY MAY 27, 2025 Avon HYBRID MEETING; IN -PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM COLORADO professional experience, Avon's website and how to get a contractor license is one of the easiest and she supports this Ordinance. Mayor Pro Tern Carroll asked that 15.18.050 title should change to 'Suspension and Revocation.' He added that the appeal periods of 90 days total are quite long for a contractor to be on hold. He encouraged staff to take a second look at the total days in these periods and also asked them to fine tune the language in Section 5.18.050 B)1.(v). Mayor Underwood asked that the second reading include a definition of Subcontractor and make sure it is a capitalized define term in the entirety of the document, correct a typo for Contractor Business Licenses, sole proprietor exemption. After deliberations, Mayor Pro Tern Carroll motioned to approve the first reading of Ordinance 25-11. Councilor Hardy seconded the motion. The motion carried unanimously with a 6-0 vote of those present. 7. WRITTEN REPORTS 7.1.May 5th Planning & Zoning Commission Abstract (Development Coordinator Emily Block) 7.2.Monthly Financials (Senior Accountant Dean Stockdale) 7.3.Food Truck Updates (Case Senior Coordinator Chelsea Van Winkle) * * Indicates topic will be discussed at future agenda's 8. MAYOR AND COUNCIL COMMENTS & MEETING UPDATES Video Start Time: 3:12:02 Councilor Thuon stated that one of his crews was going on the highway traveling westbound and saw a vehicle entering the highway going in the wrong direction which resulted in a terrible accident and was reminded of the importance of driving carefully. Mayor Pro Tern Carroll spoke of Core on 05/14 and there are now smart cards that are free to reload money, but replacement will cost $6. Also, the meetings will continue on at 12 pm. Councilor Hardy invited the public to attend Pride in the Park on 06/14, as hosted by Mountain Pride, and read remarks into the record on the event's importance, including a summary of the itinerary of events. Mayor Underwood stated 05/29 is the State of the River at CIVIC dinner at 5:15 hosted by ERWSD. Councilor Stanley stated she has had an abundance of meetings on her committees. Vail Valley Art Guild next Friday at 5pm at Seasons. Case Committee last week and art around Avon installed by 06/03. Health and Rec summer camps start 06/09 including field trips and invite the public to go to learn of activities offered by the Rec by visiting their website. s AVON REGULAR MEETING MINUTES A TUESDAY MAY 27, 2025 Av o n HYBRID MEETING; IN -PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM COLORADO 9. EXECUTIVE SESSION The Agenda was amended to remove the Executive Session from the Regular Council Meeting. Mayor Underwood requested a metion frern her fellow councilors to proceed Onto Executive -2SSiA- nrGA---- =real m.o-t+en e P-1 tA- retfrl�ntivSessien: 10. ADJOURN There being no further business before Council, Mayor Underwood moved to adjourn the regular meeting. The time was 8:24 p.m. These minutes are only a summary of the proceedings of the meeting. They are not intended to be comprehensive or to include each statement, person speaking or to portray with complete accuracy. The most accurate records of the meeting are the audio of the meeting, which is housed in the Town Clerk's office, and the video of the meeting, which is available at www.highfivemedio.org. RESPECTFULLY SUBMITTED: Miguel Jauregui Casanueva, Town Clerk APPROVED: Mayor Underwood Rich Carroll Ruth Stanley Lindsay Hardy Chico Thuon Kevin Hyatt GaFy eks A Avo n MEMORANDUM TO: Avon Town Council FROM: Tamra N. Underwood, Mayor DATE: June 6, 2025 RE: Town Manager's Amended and Restated Employment Agreement As you will recall, we held a Special Meeting on May 20, 2025 to conduct the annual performance review of Eric Heil, Avon Town Manager. Thank you for your valuable input. At our June 10, 2025 Regular Meeting, I will ask that you please approve the attached form of Amended and Restated Employment Agreement with the Town Manager. Please see the attached redline (the first attachment) which highlights these changes from 2024: changed dates, adding "...continue to..." to numerous provisions, deleting Section 3.6 (which was a one-time bonus of PTO granted in 2024), moving the Council's targeted annual performance review timing to May (from March) and, most substantively, granting the Town Manager a merit increase to his Base Salary of four percent (4%). We reviewed and discussed the Town Manager's salary at length on May 20t"; the chart of Comparator Salaries on page 2 of this memo was also reviewed then, among many other resources and much substantive discussion. The second attachment is a clean copy of this proposed updated Amended and Restated Employment Agreement with the Town Manager. I recommend approval. Thankyou. Page 1 of 2 TOWN MANAGER COMPENSATION; COMPARATOR COMMUNITY ANALYSIS - May 14, 2025 1 1 ► 1 i r i 1 1 Breckenridge $ 257,250.00 na $ - $1,0001month $ 12,000.00 17% ER $ 43,732.50 $ 312,982.50 Frisco* (last year's data) $ 219,440.00 house offered $ 42.000.00 town car $ 5,850.00 7% ER $ 15,360.80 $ 282,650.80 Silverthorne* (last year's data) $ 220,375.00 $ 24.000.00 $ - $750lmonth $ 9.000.00 10.5% ER $ 24,351.44 $ 277,726.44 Snowmass Village $ 208,228.00 house offered $ 42,000.00 $300lmonth $ 3,600.00 19% ER $ 39,563.32 $ 293,391.32 Telluride $ 208,000.00 housing stipend $ 30,000.00 town car $ - 10% ER + soc sec $ 20,800.00 $ 258,800.00 Vail $ 234,897.71 house offered $ 48,000.00 $5001month $ 6,000.00 11 % ER (up to 16%)- $ 26,191.09 $ 315,088.80 Average $ 224,698.45 $ 27,000.00 $ 6,075.00 $ 28,333.19 $ 286,106.64 VON current $ 246,200.00 $15001month $ 18,000.00 $5751month 1 $ 6,900.00 11 % ER 1 $ 27,082.00 $ 298,182.00 VON-4% Increase $ 256,100.00 $15001month $ 18,000.00 $5751month 1 $ 6,900.00 11% ER 1 $ 28,171.00 $ 309,171.00 MERIT 4% CommunitiesComparator Housing Auto Allowance Retirement Retirement 9 Housing Value Auto Value Match Match Value Carbondale $ 218,958.00 $ 14,175.00 $ - $ $ - 5% $ 10,947.90 2025 Total Comp $ 229,905.90 Gunnison $ 223,822.00 $ $ - $ $ - 10% ER (457) $ 22,382.20 $ 246,204.20 Steamboat %last year's data) $ 216,305.00 $ $ - $ 6,000.00 $ - 24% $ 51,913.20 $ 268,218.20 Eagle County $ 273.896.00 $ 12,000.00 $ $ - $ - 8% $ 21,911.68 $ 295,807.68 Mtn Village (includes legal) $ 288,947.00 $ 26,214.00 $ $ - $ - 9% max 3% actual $ 17,336.00 $ 332,497.00 Average 1 $ 244,385.60 1 Is I I $ - 1 1 $ 24,898.20 1 $ 269,283.80 Page 2 of 2 TOWN OF AVON TOWN MANAGER AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS TOWN MANAGER AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is originally effective April 9, 2019 and amended and restated as of June 101 202511, by and between Eric J. Heil, (the "Manager") and the Town of Avon, Colorado (the "Town"), a Home Rule municipality in the State of Colorado (individually, a "Party" and collectively, the "Parties"), and is made to set forth the terms and conditions of Manager's employment with the Town. WHEREAS, this Agreement shall replace and supersede the prior Agreement, dated June 11, 2024 2019 and all other prior agreements regarding employment prior to this Agreement. NOW, THEREFORE, in consideration of the mutual promises and payments herein contained, the Parties agree to the following terms and conditions: 1.0 EMPLOYMENT. Manager is employed as Town Manager of the Town for an indefinite period as an at -will employee, subject to: the terms and conditions of this Agreement; the Town of Avon Employee Policies, e€feetive june22, 2023 and the Avon Home Rule Charter, as each and all may be amended from time to time. 2.0 DUTIES. Manager is employed as Town Manager in a full-time capacity, with such duties and functions as are specified in the Town of Avon Home Rule Charter, as may be specified by ordinance or in the Avon Municipal Code, and as may be directed by the Town Council. 3.0 COMPENSATION. 3.1 BASE SALARY. The Town agrees to continue to pay Manager a base annual salary ("Base Salary") of TWO HUNDRED FORTY-SIX TD�IX THOUSAND TWOS# HUNDRED DOLLARS ($246,20023C�700.00), whie" shall be paid on a from January 1, 2025Ju4y—t,-4024, through June 30, 2025Deeember-1, 2024, and whichthen shall be increased to TWO HUNDRED FIFTY-SIXFO TY SIX THOUSAND ONETWO HUNDRED DOLLARS ($256,100246,2100.00) on July 1, 2025Janmai=y 1, 2 Payment of the Base Salary under this Agreement shall be made in equal installments on a biweekly basis during the term of this Agreement. The Base Salary shall be prorated for any calendar year in which the Manager is employed for fewer than 12 months. 3.2 AUTOMOBILE ALLOWANCE. Manager shall continue to receive FIVE HUNDRED SEVENTY-FIVE DOLLARS ($575.00) per month, effective July 1, 2023, as additional, taxable compensation in return for his use of his own, owned automobile in Town Manager Employment Agreement June 10, 2025'�,�'�o�-'�2-4 Page 1 of 16 conducting Town business, w-hiEh shall be paid on aa f July ' 2023. The Manager shall be expected to use his personal vehicle for travel to and from business meetings and on trips related to performance of Town Manager duties. The Manager shall, therefore, not be eligible for mileage reimbursement. 3.3 HOUSING ALLOWANCE. Manager shall continue to receive ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) per month, effective July 1, 2023, as additional, taxable compensation to defray the costs of maintaining a primary residence in Avon, Colorado. 3.4 RETIREMENT. Beginning on the Commencement Date, the Town shall contribute an amount into the Town of Avon Public Employees Money Purchase Pension Plan (the "401(a) Plan") equal to that amount the Manager defers into the 401(a) Plan. As of the Commencement Date, that amount is eleven percent (11%) of the Manager's Base Salary. The Town's matching contribution shall be paid into the 401(a) Plan in -biweekly installments. In addition to the 401(a) Plan, the Manager shall be eligible to participate in the Town's Section 457 Deferred Compensation Retirement Plan in accordance with the terms and conditions of that plan, and to the extent that the Town maintains that plan. 3.5 INSURANCE BENEFITS. The Town shall provide and pay that portion of the premiums for health, dental, vision, and term life insurance for Manager and his dependents that it pays on behalf of other full-time employees of the Town in accordance with Town of Avon Compensation & Benefits Programs, effective January 1, 2016, as may be amended from time to time (the "Insurance Benefits"). 3.6 PAID TIME OFF. The Manager shall be entitled to paid time off ("Paid Time Off') at the rate of an employee with ten (10) years of employment with the Town as of commencing on October 1, 2020. 3.7 [INTENTIONALLY OMITTED.jBON S. Manager- shall eeeive a one time iner-ease of Personal Time Off in the ame at of 60 he tition of work per-fofmed dufing the last r-eview period, ineluding bH4 not 1 d t A- wa_z__ on the Avon Downtown Development Au�ffior-ity, 3.8 OTHER BENEFITS. Manager shall be entitled to participate in any other benefits that are provided by the Town to other full-time, executive employees in accordance with the applicable participation requirements. 3.9 COMPENSATION ADJUSTMENT. The Compensation of the Manager may be adjusted based upon the Manager's annual performance evaluation, as set forth in Section 4 below, by the Town Council, subject to the Town Council's sole discretion. Any change in Compensation shall be effective on such date as Council may determine in its sole discretion. Compensation adjustments shall be made by motion and vote and do not require amendment of this Agreement. Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 2 of 16 4.0 PERFORMANCE REVIEW. The Town Council shall strive to complete the annual performance review of the Manager in May amh of each calendar year, unless the Town Council determines a different month during which to complete an annual performance review. The Town Council also may require a performance evaluation at any time a majority of the Council deems a review is necessary. The Town Council shall inform the Manager as to the Town Council's opinion and expectations regarding his performance as Town Manager based upon such performance criteria as the Town Council may utilize in its sole discretion. 5.0 COMMENCEMENT OF EMPLOYMENT AS TOWN MANAGER. The Effective Date of the Agreement is April 9, 2019, irrespective of the date or dates upon which the Parties execute it. Manager shall commence his duties as Town Manager on Monday, April 29, 2019, ("Commencement Date"). 6.0 FACILITIES. The Town shall furnish office facilities and assistance for Manager as the Town Council deems appropriate for the performance of Manager's duties. 7.0 LIMITATION ON EXTERNAL PROFESSIONAL ACTIVITIES. Manager shall not engage in any non -Town employment activities for compensation without the express written consent of the Town Council. It is the intent of the Parties that Manager's employment will require his full-time commitment. The following matters constitute written consent of Council for limited outside employment activities for compensation: 7.1 The Manager shall be permitted to pursue his occasional efforts as a professional musician, so long as they do not interfere with the performance of his Town duties. While the Manager may accept payment for musical engagements, he may not accept payment with respect to any engagement that the Town funds, directly or indirectly, in whole or in part. 7.2 The Manager shall be permitted to teach one political science course per semester at Colorado Mountain College, which shall be reviewed during the 2026242-5 annual performance review to determine if this outside employment activity negatively impacts Managers full-time commitment to the Town of Avon. 8.0 PARTICIPATION IN PROFESSIONAL ORGANIZATIONS. Participation in professional organizations and voluntary programs is encouraged, provided they are consistent with the responsibilities of the Town Manager and with the interests of the Town. The Town shall pay Manager's membership fees and reasonable costs of participation in the International City Manager's Association; the Colorado Bar Association; the American Planning Association; the Colorado Chapter of the American Planning Association; and other memberships and professional development activities the Town Council determines are consistent with his employment. The Town shall also pay those attorney registration fees and reasonable continuing legal education costs required for the Manager to maintain an active license to practice law in the State of Colorado. Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 3 of 16 9.0 CONFERENCE ATTENDANCE. The Town shall pay for all reasonable expenses related to Manager's attendance at: the International City Manager's Association annual conference; all Colorado Association of Ski Town monthly meetings; the Colorado Association of Ski Towns annual conference; the Colorado Municipal League annual conference; and at least one other out-of-state conference to be selected at the reasonable discretion of the Manager. Manager may propose additional job -related training, education, and professional memberships and participation, which shall be subject to review and approval by the Town Council. 10.0 TERMINATION WITH SEVERANCE. This Agreement may be terminated, and the Manager shall receive the below -defined Severance, in the event of the following: 10.1 The Town may terminate Manager's employment without Cause ("Cause," as defined below in Section 12), at any time, upon the vote of the majority of the Town Council, and nothing contained in this Agreement shall restrict any Town Council member from making a motion or voting to terminate Manager's employment without Cause at any regular or special meeting. 10.2 The Manager may terminate his employment by resigning the position of Town Manager for Good Reason. As used in this provision, "Good Reason" shall mean: 10.2.1 Upon receiving the recommendation that he resign from the Town Council, as represented by a majority of its members; or 10.2.2 Upon the Town's breach of any material provision of Section 3.0 that remains uncured for forty-five (45) consecutive days after Manager provides the Town Council written notice of the alleged breach and demand for cure. 11.0 SEVERANCE. 11.1 The Town shall provide the Manager a severance payment ("Severance," as defined below), if Manager's employment is terminated by the Town without Cause, or by the Manager for Good Reason, so long as the Manager executes the Severance, Waiver, and Release of Claims Agreement described below. 11.2 The Town shall not be obligated to pay Severance if Manager's employment is terminated for Cause, defined below in Section 12, or in the case that Manager resigns voluntarily without Good Reason, as set forth in Section 13. 11.3 The Severance payment shall equal four (4) months' Base Salary, at the Manager's then -current rate of pay, and the cost of Insurance Benefits as described in Section 3.5, above, for the same four -month period. 11.3.1 Severance payments shall be subject to and conditioned upon the Manager's execution of a Severance, Waiver, and Release of Claims Agreement, in a form Town Manager Employment Agreement June 10, 2025'��'�o�,-'�'=4 Page 4 of 16 substantially similar to that attached to this Agreement as Exhibit One. 11.3.2 The Severance payment shall be paid in a lump sum within twenty (20) days after the expiration of all applicable consideration and revocation periods provided for in the Severance, Waiver, and Release of Claims Agreement. 11.3.3 The Severance payment shall be reduced by all taxes and other withholdings required by law, and by the outstanding balance of any amount due and owing from the Manager to the Town. 11.3.4 Severance shall include reimbursement to Manager for his payment of premiums necessary to maintain Insurance Benefits through COBRA or other applicable laws or regulations providing continuation of coverage for four (4) months following the termination of his employment by the Town without Cause, or by the Manager for Good Reason. 12.0 TERMINATION FOR CAUSE WITHOUT SEVERANCE. This agreement may be terminated for Cause, at any time, upon the vote of the majority of the Town Council. 12.1 For the purpose of this Agreement, "Cause" shall consist of: 12.1.1 Conduct by Manager which is fraudulent or dishonest, including the Manager's intentional failure to provide known information to the Town Council that is material to Town Council actions; or 12.1.2 Manager's conduct that, if proven, would constitute a criminal offense evidencing poor character or judgment, or moral turpitude, where Town Council finds that there is reason to believe that such conduct occurred; or 12.1.3 Negligence, malfeasance, misfeasance, or nonfeasance in office; intentional or negligent violation of state or federal civil rights; or sexual harassment; or 12.1.4 Excessive use of alcohol or drugs, which renders Manager unfit or unable to perform his duties, as determined by the Town Council. 12.2 If the Town Council intends to consider termination of Manager's employment for Cause, the Town Council, at any time, upon the vote of the majority of such Council, shall give Manager written notification stating the Cause for termination ("Notice of Termination for Cause"). If the Manager desires to question whether the matters stated in the Notice of Termination for Cause are accurate, or whether they constitute Cause, Manager shall have the right to do so on written notice ("Notice of Appeal") to the Town Council given within ten (10) days after his receipt of the Notice of Termination for Cause. Upon receiving the Manager's Notice of Appeal, the Town Council shall provide the Manager a hearing before the Council within 15 business days. Such hearing shall be Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 5 of 16 conducted in accordance with rules of procedure reasonably established by the Town Council. The Town Council's determination, which shall be delivered to the Manager within five (5) business days of the Manager's appeal hearing, shall be final and shall not be subject to further review. 12.3 If the Manager resigns upon notice from the Town Council that it is considering terminating the Manager's employment for Cause, Town Council, in its sole discretion, may elect to treat such resignation as a termination for Good Reason, with Severance, in accordance with Section 10.2, above, or may elect to treat such resignation as a resignation without Good Reason in accordance with Section 13.0 below, in which case such resignation shall be effective immediately and Manager shall not be entitled to Severance. 13.0 RESIGNATION. As an at -will employee, if Manager voluntarily resigns Manager's position with the Town in a manner not contemplated by Section 10, Manager shall strive to provide a minimum of forty-five (45) days written notice, unless the Parties otherwise agree. Upon the effective date of resignation, Manager shall be entitled to no further compensation or benefits under this Agreement or otherwise, but will be compensated for accrued, but unused, Paid Time Off in accordance with the Town of Avon Compensation and Benefits Programs, effective January 1, 2016, as may be amended from time to time. 14.0 ARBITRATION. Whenever a dispute arises with respect to this Agreement, or as to any aspect of the Manager's employment or the termination thereof, that the Parties are unable to resolve through negotiation or other informal process, then, upon written demand of either Party, such dispute shall be submitted to binding arbitration conducted by the Judicial Arbiter Group, Inc. of Denver, Colorado, or its successor, or by such other arbitrator as the Parties may mutually select, pursuant to the rules and procedures determined by agreement of the Parties or, failing such agreement, by the arbitrator. The arbitration hearing shall be held within sixty (60) days of appointment of the arbitrator unless otherwise agreed by both Parties. Furthermore, each Party shall be entitled to one deposition. The Colorado Rules of Evidence shall not apply unless otherwise agreed by the Parties or determined by the arbitrator. Further, the arbitrator shall have discretion to determine whether any proffered evidence is sufficiently reliable and probative to be admitted. The determination of the arbitrator shall be final and absolute. The award of the arbitrator may be entered as a judgment in any court in the State of Colorado or elsewhere. If the Parties are unable to mutually agree on the selection of an arbitrator, then each Party shall select an arbitrator and the two arbitrators shall select a third arbitrator who shall make the determination, render final decisions, and issue an award. The Town shall bear the costs of any arbitration proceeding, however the Town and the Manager shall each bear their own attorney's fees. The Parties intend this arbitration agreement to be a full and complete waiver of their rights to seek redress in any dispute between them related to the Manager's Town employment from a court or before a jury. 15.0 INDEMNIFICATION. The Town shall defend, save harmless, and indemnify Manager against any and all losses, damages, judgments, interest, settlements, fines, court costs, and other Town Manager Employment Agreement June 10, 2025'�,�'�o�-'�2-4 Page 6 of 16 liabilities incurred by, imposed upon, or suffered by Manager in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of an alleged act or omission in the performance of Manager's duties as Town Manager or resulting from the Manager's exercise of judgment or discretion in connection with his proper performance of duties or responsibilities on behalf of the Town, except to the extent the act, omission, or exercise involves the Manager's reckless, willful, or wanton conduct; intentional misconduct; or, an act, omission or exercise that meets the definition of Cause. Manager may request the Town to provide independent legal representation acceptable to Manager at the Town's reasonable expense and the Town shall not unreasonably withhold approval. Legal representation provided by the Town for Manager shall extend until a final determination of the legal action including any appeals brought by either party. Any settlement of any claim must be made with prior approval of the Town in order for indemnification as provided in this Section to be available. 16.0 NOTICES. All written notifications contemplated in this Agreement shall be sent to the following addresses via U.S. Mail or nationally recognized overnight courier, provided that the Manager may amend the address for notification by providing written notice of such address change: If to the Town: If to ManaLyer: Mayor Eric J. Heil Town of Avon P.O. Box 152 100 Mikaela Way Avon, CO 81620 P.O. Box 975 Avon, CO 81620 With Copy to: Town Attorney 100 Mikaela Way P.O. Box 975 Avon, CO 81620 17.0 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Parties as to the subject matter hereof and may not be changed orally, but only by written agreement signed by both Parties. 18.0 BINDING EFFECT. The Agreement shall be binding upon the Town and Manager and, as applicable, upon their heirs, personal representatives, successors, and authorized assigns. 19.0 ASSIGNMENT. The rights and obligations of this Agreement are personal in nature and shall not be assigned or otherwise conveyed by a Party without the prior written consent of the other Party. 20.0 NO THIRD PARTY BENEFICIARY. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Town and Manager, and nothing contained in this Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 7 of 16 Agreement shall give or allow any such claim or right of action by any third person to this Agreement. It is the expressed intention of the Town and Manager that any person other than the Town or Manager receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 21.0 SEVERABILITY. The validity or partial invalidity of any provision of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties shall negotiate and diligently seek to reach agreement regarding the intent of the Parties concerning any such invalid provision. Accordingly, if any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to remain in full force and effect. 22.0 INDEPENDENT LEGAL ADVICE. The Manager acknowledges that the Town has advised him to obtain independent legal advice with respect to entering into this Agreement, and that he has obtained such independent legal advice to the extent he deemed appropriate. Manager further acknowledges that he is entering into this Agreement with full knowledge of the contents hereof, of the Manager's own free will, and with full capacity and authority to do so. 23.0 ARTICLE X, SECTION 20/TABOR. The Parties acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi -fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Town of Avon, and other applicable law. Upon the Town's failure to appropriate such funds, this Agreement shall be deemed terminated and the Manager shall be deemed terminated without Cause, unless such action is the result of a prior termination for Cause pursuant to Section 12. 24.0 COUNTERPART EXECUTION. This Agreement may be executed by the Parties in counterparts, which, together, shall form a single document. Signature Page Follows Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 8 of 16 The Town of Avon, evidenced by the signature of its authorized representative, has read and considered this Town Manager Employment Agreement, understands its terms and conditions, and hereby agrees to employ Eric J. Heil as Avon Town Manager on the terms and conditions set forth herein. TOWN OF AVON, COLORADO Tamra Nottingham Underwood A Phillips, Mayor Date ATTEST: Miguel Jauregui Casanueva, Town Clerk Date APPROVED AS TO FORM: Nina Williams, Town Attorney Eric J. Heil, as evidenced by his signature below, has read and considered this Town Manager Employment Agreement, understands its terms and conditions, and hereby agrees to serve as Avon Town Manager on the terms and conditions set forth herein. Signature Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 9 of 16 Date TOWN OF AVON TOWN MANAGER EMPLOYMENT AGREEMENT EXHIBIT ONE: Form of Severance, Waiver, and Release of Claims Agreement Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 10 of 16 TOWN of AVON, COLORADO SEVERANCE, WAIVER & RELEASE OF CLAIMS AGREEMENT THIS DOCUMENT IS INTENDED AS AN EXAMPLE ONLY AND DOES NOT CONSTITUTE A CURRENT OFFER OF SEVERANCE FROM THE TOWN OF AVON TO THE TOWN MANAGER. This Severance, Waiver, and Release of Claims Agreement (the "Agreement") is entered into by and between the undersigned Town Manager, Eric J. Heil ("You") and the Town of Avon, Colorado, and its respective elected officials, employees, agents, representatives, attorneys, and insurers (collectively the "Town"). You and the Town will be referred to collectively as the "Parties." 1. Your employment with the Town will conclude on ,20 (the "Separation Date"), irrespective of the date upon which You execute this Agreement. 2. By your signature below, You acknowledge and agree that, as of the Separation Date, You were paid all wages or salary, all accrued unused vacation time, characterized by the Town as Paid Time Off, and any other compensation due and owing to You through the Separation Date, less the applicable tax or other deductions required by law, or deductions authorized by You in writing. 3. By your signature below, You agree that You have returned or, within seven (7) days of the Separation Date, will return all the Town property, including all copies of Town documents, which You have had in Your possession, custody, or control at any time through the end of Your employment. Town property includes, but is not limited to, Town files, notes, records, financial information, computer hardware, cellular phones, credit cards, entry cards, identification badges, keys, and any tangible property or materials of any kind that contain any Town proprietary or confidential information. You further agree to return all relevant proprietary information related to the Town that is currently loaded on any hard drive, flash drive, lap top, compact disc, or other electronic medium in your control and You shall not maintain copies of such information after returning it to the Town. 4. If You execute this Agreement, and do not revoke it, the Town agrees to pay the "Separation Benefit," consisting of - (a) A single, lump sum payment in the amount of Dollars ($ ), which is equivalent to four (4) months' compensation at your regular rate of pay, less all applicable deductions and local, state, and federal taxes. If You execute this Agreement and do Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 11 of 16 not revoke your execution, this amount will be paid to You within twenty (20) days after the expiration of the revocation period provided for in this Agreement. (b) Reimbursement of amounts You pay to continue your Insurance Benefits for a period of four (4) months following the Separation Date. The Town will issue this reimbursement to You within thirty (30) days of receiving reasonable evidence that You paid the required monthly premium. 5. Should You make a claim for unemployment insurance benefits, the Town will not contest or oppose any award of such benefits, but will accurately respond to inquiries submitted to the Town by the Colorado Department of Labor and Employment. 6. Other than the continuation of health insurance benefits under COBRA, as of the Separation Date, You shall not be eligible to participate in any of the Town's health benefit plans, including, but not limited to, any plans or programs of medical, dental, or vision insurance. Likewise, as of your Separation Date, You shall not be eligible to participate in the Town's other employee benefit plans. Nothing in this Section shall prevent You from participating in a COBRA continuation coverage program or any similar state medical and dental insurance continuation coverage program ("COBRA continuation coverage"). 7. YOU SHALL BE RESPONSIBLE FOR TIMELY ELECTION OF COBRA CONTINUATION COVERAGE AND FOR ALL COBRA CONTINUATION COVERAGE PAYMENTS. YOUR FAILURE TO TIMELY ELECT COBRA CONTINUATION COVERAGE OR TO TIMELY REMIT COBRA CONTINUATION COVERAGE PREMIUMS SHALL CAUSE AN IMMEDIATE LOSS OF YOUR COBRA CONTINUATION COVERAGE WITHOUT FURTHER NOTICE. 8. You agree that You desire to receive the Separation Benefit, and that the amount offered to You is above and beyond that to which You would otherwise be entitled. You further acknowledge that: your decision to release the Town is entirely voluntary; You have not been pressured into accepting the Separation Benefit; and You have enough information about the Separation Benefit to decide whether to execute this Agreement. If, for any reason, You believe that your acceptance of the Separation Benefit is not entirely voluntary, or if You believe that You do not have enough information, then You should not execute this Agreement. 9. You acknowledge that You have read and that You understand this Agreement. 10. You agree that, to the maximum extent permitted by applicable law, by executing this Agreement, You hereby covenant not to institute any legal or administrative proceeding against the Town and are fully, finally and forever releasing any and all claims that You have or may have against the Town, to the maximum extent permitted by law, as follows: (a) You agree that by executing this Agreement, You intend to release and forever discharge, and in fact release and forever discharge, the Town and its past and present Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 12 of 16 trustees, officers, agents, insurers, attorneys, assigns, and other representatives of any kind (collectively the "Released Parties") from any and all claims, demands, rights, liabilities, and causes of action of any kind or nature, known or unknown, arising prior to or through the date that You execute this Agreement; and (b) You agree that your release includes, but is not limited to any and all claims, demands, rights, liabilities and causes of action arising or having arisen out of or in connection with your employment or termination of employment with the Town; and (c) With the exception of claims for the Separation Benefit payable to You and claims for any unemployment benefits to which You may be entitled, by your signature below, You intend to and do release and waive any claim or right to further compensation, benefits, damages, penalties, attorneys' fees, costs, or expenses of any kind from the Town; and (d) This release specifically includes, but is not limited to, a release of any and all claims pursuant to: (i) state or federal wage payment laws; (ii) the Colorado Anti -Discrimination Act; (iii) Title VII of the Civil Rights Act of 1964; (iv) the Rehabilitation Act of 1973; (v) the Reconstruction Era Civil Rights Acts, 42 U.S.C. §§ 1981-1988; (vi) the Civil Rights Act of 1991; (vii) the Americans with Disabilities Act & the Americans with Disabilities Amendments Act of 2008; (viii) Executive Order 11246; (ix) the Family Medical Leave Act of 1993 and any other state or federal family and/or medical leave acts; (x) the Consolidated Omnibus Budget Reconciliation Act of 1985; (xi) the Uniformed Services Employment and Reemployment Rights Act; (xii) the Genetic Information Nondiscrimination Act of 2008; (xiii) the Employee Retirement Income Security Act of 1974; and Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 13 of 16 (xiv) any other federal, state or local laws or regulations of any kind, whether statutory or decisional. This release also includes, but is not limited to, a release of any claims for wrongful termination, personal injury, breach of contract, defamation, misrepresentation, violation of public policy or invasion of privacy, and tortious interference with contract. This release covers claims that You know about as well as those You may not know about; and (e) To the extent allowed by applicable statutory and regulatory law, the release contained in the preceding paragraph includes a waiver of rights and claims which You may have arising under the federal Age Discrimination in Employment Act of 1967 (Title 29, United States Code, 621 et seq.) (the "ADEA"). Pursuant to the Older Workers Benefit Protection Act (Public Law 101-433;1990 S.1511), You acknowledge that this release is intended to apply to, and You expressly agree that it shall be effective as a waiver of, rights and claims arising under the ADEA; and (f) This release does not include any claims that cannot be released or waived by law. Nothing in this Agreement is intended to limit, restrict or interfere with your right to engage in any protected activity under the National Labor Relations Act. Further, by executing this Agreement, You do not waive rights and claims that may arise subsequent to the execution of this Agreement. Execution of this Agreement does not affect your ability to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the Colorado Civil Rights Division, or a comparable local agency. However, notwithstanding the foregoing, You agree to waive your right to recover monetary damages in any amount awarded in any charge, complaint, or lawsuit filed by You or by anyone else on your behalf, and (g) You agree that this Agreement is intended to be interpreted in the broadest possible manner in favor of the Town, to include all actual or potential legal claims that You may have against the Town, except as specifically provided otherwise in this Agreement; and (h) You further agree that You have not experienced any illness, injury, or disability compensable or recoverable under the worker's compensation laws of the State of Colorado that You have not reported to the Town and You agree that You will not file a worker's compensation claim asserting the existence of any such illness, injury, or disability; and (i) You agree that You have been and are hereby advised by The Town to consult with an attorney prior to executing this Agreement. 11. You agree that the Separation Benefit that You are accepting by signing this Agreement has value to you. You agree that You would not be entitled to the Separation Benefit without signing this Agreement. You acknowledge that You will receive the Separation Benefit in exchange for the benefit You are providing to the Town and the Released Parties by signing this Town Manager Employment Agreement June 10, 2025'��'�o�,-'�'=4 Page 14 of 16 Agreement. You also acknowledge and agree that the Town will withhold from the Separation Benefit all applicable deductions and federal, state and local taxes. 12. You agree that the Separation Benefit is the only benefit You are to receive by signing this Agreement, and that in signing this Agreement You did not rely on any information, oral or written, from anyone, including your supervisor, other than the information contained in this Agreement. 13. You represent that You have not previously assigned or transferred any of the legal rights and claims that You have waived by signing this Agreement. You agree that this Agreement also binds all persons who might assert a legal right or claim on your behalf, such as your heirs, personal representatives, and assigns. 14. You agree not to disparage the Town, its trustees, officers, employees, agents, or reputation. 15. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument. 16. You agree that: (a) this Agreement constitutes the entire agreement between You and the Town regarding its subject matter, without regard to any other oral or written information that You may have received about this Agreement; (b) if any part of this Agreement is declared to be unenforceable, all other provisions of this Agreement shall remain enforceable; and (c) this Agreement shall be governed by federal law and by the laws of the State of Colorado, irrespective of the choice of law rules of any jurisdiction. 17. You also agree that to the extent You are bound by a proprietary information agreement or confidentiality agreement, those agreements are not released hereby. 18. You have up to twenty-one (21) days after You receive this Agreement to consider whether to execute this Agreement (the "Deliberation Period"). During the Deliberation Period, You should consult with an attorney of your choosing and consider whether You wish to sign this Agreement. You agree that, after You have signed and delivered this Agreement to the Town, this Agreement will not be effective or enforceable until the end of a seven (7) day revocation period beginning the day that You deliver this Agreement to the Town (the "Revocation Period"). You understand that You will not receive the Separation Benefit as applicable until the Revocation Period has expired. During the Revocation Period, You may revoke this Agreement without condition and in your sole judgment, but You may do so only by delivering a written statement of revocation to the Town. If the Town does not receive a written revocation notice by the end of the Revocation Period, this Agreement will become legally enforceable and You may not thereafter revoke this Agreement. Remainder of page intentionally blank; signature page follows Town Manager Employment Agreement June 10, 2025'��'�o�,-'�2-4 Page 15 of 16 By signing below You: (a) acknowledge that You have read and understand this Agreement; (b) understand that it is a legally binding document that may affect your legal rights; and (c) have been advised to consult a lawyer of your choosing before signing this Agreement and have had an opportunity to do so to the extent you deem appropriate. ERIC J. HEIL Signature: Date: The Town of Avon, evidenced by the signature of its authorized representative, has read and considered this Town Manager Severance, Waiver, and Release of Claims Agreement, understands its terms and conditions, and hereby agrees to these terms and conditions with respect to the departure from employment of Eric J. Heil as Avon Town Manager on the terms and conditions set forth herein. TOWN OF AVON, COLORADO ATTEST: Mayor Town Clerk Town Manager Employment Agreement June 10, 2025'�'�o�,-4a,-202-4 Page 16 of 16 Date Date TO: Honorable Tamra N. Underwood and Council Members A FROM: Jim Shoun, Mobility Manager Avon RE: IGA for Avon Transit Planning Grant DATE: May 30, 2025 c 0 L 0 H A [J 0 SUMMARY: A State of Colorado Grant Amendment is presented to Council for consideration. The Town of Avon previously applied for and was awarded a $776,000.00 Federal 5339 grant by the Colorado Department of Transportation (CDOT) for an Electric Bus. This contract will be amended to an award for a Hybrid Diesel Bus instead. This contract amendment has been reviewed and approved by Town Attorney Nina Williams. When approved by Council, the contract will be sent, via DocuSign, to the mayor for signature. BACKGROUND: The original grant was applied for in September of 2022. Due to numerous delays, the contract was not signed until February of 2024. During that time, the cost of electric buses rose substantially. CDOT and the Town of Avon agreed that applying this award toward a Hybrid Diesel bus was the best course of action. AWARD: Total award for this agreement is as follows: Award $776,000.00 Minimum Local Contribution 20% $194,000.00 Total $970,000.00 PROPOSED MOTION: "I move to approve the amendment to a previous Intergovernmental Agreement between the State of Colorado and the Town of Avon." Thank you, Jim ATTACHMENT A: Intergovernmental Agreement 970-748-4113 jshoun@avon.org ATTACHMENT A: STATE OF COLORADO AMENDMENT (1) SIGNATURE AND COVER PAGE State Agency Agreement Performance Beginning Date Department of Transportation February 20, 2024 Subrecipient Current Agreement Expiration Date Town of Avon June 30, 2027 Original Subaward Agreement Number Current Fund Expenditure End Date 24-HTR-ZL-00264 June 30, 2027 Amendment Subaward Agreement Number Subaward Agreement Amount 24-HTR-ZL-00264-M0001 Initial Term Original Agreement $970,000.00 Amendment # 1 $0.00 Total for All Agreement Terms $970,000.00 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. Subrecipient Signature STATE OF COLORADO Town of Avon Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director By: Name: Title: Date: By: Name: Title: Date: In accordance with §24-30-202 C.R.S., this Amendment is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD Department of Transportation Effective Date: Page 1 of 7 Docusign Envelope ID: F8B6F3BD-F672-4419-89BC-9D789E10B41A PO# / SRM#: 491003548 Amendment Routing #: 24-HTR-ZL-00264-M0001 1) PARTIES This Amendment (the "Amendment") to the Original Subaward shown on the Signature and Cover Page for this Amendment (the "Subaward") is entered into by and between the Subrecipient, and the State. 2) TERMINOLOGY Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Subaward shall be construed and interpreted in accordance with the Subaward. 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 Subrecipient for any Work performed or expense incurred under this Amendment either before or after of 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 Subaward 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 Subaward. 4) PURPOSE The purpose for this Amendment is to extend the agreement and to revise the Statement of Work and Budget as described in Section 5 below. 5) MODIFICATIONS The Subaward and all prior amendments thereto, if any, are modified as follows: A. The Initial Agreement Expiration Date on the Grant Agreement's Cover Page is hereby deleted and replaced with the Current Agreement Expiration Date shown on the Signature and Cover Page for this Amendment. B. The Fund Expenditure End Date on the Grant Agreement's Cover Page is hereby deleted and replaced with the Current Fund Expenditure End Date shown on the Signature and Cover Page for this Amendment. C. Exhibit A of the Grant Agreement is hereby deleted and replaced with the attached Exhibit A.1. 6) LIMITS OF EFFECT This Amendment is incorporated by reference into the Subaward, and the Subaward and all prior amendments or other modifications to the Subaward, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the Subaward, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Subaward or any prior modification to the Subaward, 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 Subaward to the extent that this Amendment specifically modifies those Special Provisions. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 2 of 7 Docusign Envelope ID: F8B6F3BD-F672-4419-89BC-9D789E10B41A PO# / SRM#: 491003548 Amendment Routing #: 24-HTR-ZL-00264-M0001 EXHIBIT A.1, STATEMENT OF WORK AND BUDGET Project Description* 2023 FTA 5339R Town of Avon 1 Bus Replace Federal Awarding Agency Federal Transit Administration (FTA) Federal Regional Contact Cindy Terwilliger Federal Award Date** To Be Determined Project End Date June 30,2027 FAIN** To Be Determined CFDA # 20.526 CFDA Title Bus and Bus Facilities Grants Program Subrecipient Town of Avon UEID # R9Q7L4C1QKK5 Contact Name James Shoun Vendor # 2000101 Address 100 Mikaela Way PO Box 975 Avon, CO 81620-0975 Phone # (970) 949-1338 Email jshoun@avon.org Indirect Rate N/A WBS*** 23-39-08033.AVON.111 ALI 11.12.02 Total Project Budget $970,000.00 Federal FTA-5339 Funds (at 80% or less) $776,000.00 Local Funds (at 20% or more) $194,000.00 Total Project Amount Encumbered via this Subaward Agreement $970,000.00 *This is not a research and development grant. **The Federal Award Date and FAIN are not available at the time of execution of this Subaward Agreement. This information will be maintained in COTRAMS, CDOT's transit awards management system, and will be available upon request. *** The WBS numbers may be replaced without changing the amount of the grant at CDOT's discretion. A. Project Description Town of Avon shall use 2023 FTA-5339 funds, along with local matching funds, to purchase 1 bus as more fully described below. The purchase will support the goals of the Statewide Transit Plan. Town of Avon shall use capital funds to purchase the following ADA compliant vehicle: ALI QTY Fuel Type Description FTA Amount 11.12.02 1 Hybrid STD Bus 35 FT $776,000 The Capital Asset being purchased is replacing the following existing fleet vehicle: COTRAMS VIN Fleet ID Year Model Make Inventory 15GGB301471077856 855 INV-00004797 2007 LF35 HEV (G30B) GIL - Gillig Corporation Page 3 of 7 Docusign Envelope ID: F8B6F3BD-F672-4419-89BC-9D789E10B41A PO# / SRM#: 491003548 Amendment Routing #: 24-HTR-ZL-00264-M0001 B. Performance Standards 1. Project Milestones Milestone Description Original Estimated Completion Date Submit Procurement Concurrence Request (PCR) to CDOT Project Manager for 07/30/2025 Approval Submit Procurement Authorization (PA) and solicitation docs CDOT Project Manager 08/30/2025 for Approval Take Delivery of (First) Vehicle/Equipment/Project Property 05/01/2027 Take Delivery of and Accept All Vehicles/Equipment/Project Property 05/01/2027 Submit Reimbursement Request in COTRAMS 06/01/2027 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: June 30, 2027. 2. Town of Avon shall use the Capital Asset(s) purchased in its transit operations and shall perform regularly recurring maintenance with specific performance measures tied to Town of Avon's written maintenance plans, including manufacturer's recommendations and warranty program(s). Town of Avon will measure whether this project is successful and improves the efficiency, effectiveness, and safety of transportation. 3. Performance will be reviewed throughout the duration of this Subaward Agreement. Town of Avon 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 problems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. 4. Town of Avon must comply and submit all reimbursements and reports associated, including the assignment of "Colorado Department of Transportation" as the lienholder on the Capital Asset(s), as a condition of project closeout. C. Project Budget 1. The Total Project Budget is $970,000.00. CDOT will pay no more than 80% of the eligible, actual project costs, up to the maximum amount of $776,000.00. CDOT will retain any remaining balance of the federal share of FTA-5339 Funds. Town of Avon 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 $776,000.00 (80%) and matching Local Funds of $194,000.00 (20%), will be encumbered for this Subaward Agreement. 2. No refund or reduction of the amount of Town of Avon'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. Town of Avon may use eligible federal funds for the Local Funds share, but those funds cannot be from other Federal Department of Transportation (DOT) programs. Town of Avon's share, together with the Federal Funds share, must be enough to ensure payment of the Total Project Budget. 4. 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 Avon shall initiate and prosecute to completion all actions necessary to enable Town of Avon 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. Page 4 of 7 Docusign Envelope ID: F8B6F3BD-F672-4419-89BC-9D789E10B41A PO# / SRM#: 491003548 Amendment Routing #: 24-HTR-ZL-00264-M0001 D. Procurement Procurement of the Capital Asset(s) will comply with state procurement procedures, the DTR Quick Procurement Guide, as well as FTA's requirements and 2 CFR 200.320. In addition to the state requirements outlined below, state and FTA procedures (where applicable) for purchase of the Capital Asset(s) must be followed and will be outlined prior to purchase. 1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE). 2. The second step will be to obtain a Procurement Concurrence Request (PCR) approval from the CDOT Project Manager through COTRAMS. 3. Prior to entering into a purchasing agreement with the selected vendor, Town of Avon shall request a Purchase Authorization (PA), and submit a vendor quote for the Capital Asset(s) in COTRAMS. The PA must identify a manufacturer found on the FTA's certified transit vehicle manufacturer (TVM) list. Only those TVM's listed on FTA's TVM list, or that have submitted a goal methodology to FTA that has been approved or has not been disapproved, at the time of solicitation are eligible to bid on FTA funded vehicle procurements. 4. Upon delivery, Town of Avon shall be responsible for having the Capital Asset(s) inspected and accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the Capital Asset(s), Town of Avon will contact the vendor to resolve any defects and notify CDOT. 5. Town of Avon shall be responsible for reimbursing the selected vendor within forty-five (45) calendar days after acceptance of the Capital Asset(s). E. Reimbursement Eligibility Requests for reimbursement for eligible project costs will be paid to Town of Avon upon submission of a complete reimbursement packet in COTRAMS for those eligible costs incurred during the Subaward Agreement effective dates. Accepted reimbursement packets will include the following completed documents: • Independent Cost Estimate (ICE) • Procurement Concurrence Request (PCR) • Purchase Authorization (PA) • Signed Notice of Acceptance (NA) • Signed Security Agreement (SA) • Application for Title showing "Colorado Department of Transportation" as the lienholder • Invoice • Proof of Payment • Post Delivery Certifications Town of Avon must submit the final invoice within sixty (60) calendar days of acceptance of the Capital Asset(s), and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) calendar days of issuance of the final reimbursement payment. F. Federal Interest -Service Life The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is removed from revenue service. The minimum useful life in years refers to total time in transit revenue service, not time spent stockpiled or otherwise unavailable for regular transit use. The minimum useful life in miles refers to total miles in transit revenue service. Non -revenue miles and periods of extended removal from service do not count towards useful life. Changes in operating circumstances, including unforeseen difficulty maintaining vehicles, higher cost of fuel, and changes in local law limiting where vehicles can be operated are not exemptions from minimum useful life requirements. Page 5 of 7 Docusign Envelope ID: F8B6F3BD-F672-4419-89BC-9D789E10B41A PO# / SRM#: 491003548 Amendment Routing #: 24-HTR-ZL-00264-M0001 FTA maintains its share of the remaining federal interest upon disposition of federally assisted property before the end of its useful life or for a value greater than $5,000 after the useful life has been met, according to the provisions of FTA C 5010.E1 Chapter IV(4)(o)(1). Minimum useful life is determined by years of service or accumulation of miles, whichever comes first, in accordance with FTA C. 5010.E1 Chapter IV(4)(f)(2). Town of Avon shall not dispose or otherwise release the Capital Asset(s) to any other party while there is federal interest in the Capital Asset(s) without approval from the CDOT Project Manager. Town of Avon is responsible for making the request to the CDOT Project Manager in a timely manner, providing appropriate documentation, if indicated, when a lien release is being requested in order to allow CDOT to process the release of a lien. CDOT and Town of Avon will work in conjunction with Department of Revenue (DOR) to assure the lien is released according to state rules. G. Training In an effort to enhance transit safety, Town of Avon and any subrecipients and subcontractors shall make a good faith effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to date in appropriate certifications. In particular, Town of Avon shall ensure that driving personnel are provided professional training in defensive driving and training on the handling of mobility devices and transporting older adults and individuals with disabilities. H. Safety Data Town of Avon and any subrecipients shall maintain and submit, as requested, data related to bus safety. This may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth by CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee accidents, injuries, and incidents. I. Restrictions on Lobbying Town of Avon is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement. J. Special Conditions 1. Town of Avon will comply with all requirements imposed by CDOT on Town of Avon 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 Avon must permit CDOT and their auditors to have access to Town of Avon's records and financial statements as necessary, with reasonable advance notice. 3. Record retention shall adhere to the requirements outlined in 2 CFR 200.333 and FTA C 5010.1. 4. Except as provided in this Subaward Agreement, Town of Avon shall not be reimbursed for any purchase, issued purchase order, or leased capital equipment prior to the execution of this Subaward Agreement. 5. Town of Avon cannot request reimbursement for costs on this project from more than one Federal Awarding Agency or other federal awards (i.e., no duplicate billing). 6. Town of Avon must obtain CDOT approval, in writing, if FTA funds are intended to be used for payment of a lease or for third -party contracts. 7. Town of Avon shall document any loss, damage, or theft of FTA- or state -funded property, equipment, or rolling stock in COTRAMS. Page 6 of 7 Docusign Envelope ID: F8B6F3BD-F672-4419-89BC-9D789E10B41A PO# / SRM#: 491003548 Amendment Routing #: 24-HTR-ZL-00264-M0001 8. If receiving FTA 5311 funding, Town of Avon 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. 9. If receiving FTA 5311 funding, Town of Avon shall maintain and report annually all information required by the National Transit Database (NTD) and any other financial, fleet, or service data. 10. If receiving FTA 5311 or 5339 funding, Town of Avon will ensure subcontractors and subrecipients comply with FTA Drug and Alcohol Regulations. 11. Town of Avon 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 Avon 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 Avon will provide transportation services to persons with disabilities in accordance with Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq. 14. Town of Avon 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 Avon 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 Avon 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 Avon shall agree to produce and maintain documentation that supports compliance with the Americans with Disabilities Act to CDOT upon request. 17. Town of Avon shall provide CDOT with an equity analysis if the project involves choosing a site or location of a facility in accordance with FTA Circular 4702.1B. 18. Town of Avon shall update its Agency Profile in COTRAMS with any alterations to existing construction or any new construction in accordance with FTA Circular 4710.1. 19. Town of Avon will adopt a Transit Asset Management Plan that complies with regulations implementing 49 U.S.C. § 5326(d). 20. Town of Avon 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. 21. Meal delivery must not conflict with providing public transportation service or reduce service to public transportation passengers. Page 7 of 7 TO: Honorable Tamra N. Underwood and Council Members A FROM: Jim Shoun, Mobility Manager Avon RE: IGAs for CDOT Electric Bus Grants DATE: May 28, 2025 c o 1 o H. A Il SUMMARY: Two State of Colorado Grant is presented to Council for consideration. The Town of Avon has applied for and been awarded grants for two Gillig all electric transit buses. This Contract has been reviewed and approved by Town Attorney Nina Williams. When approved, the contracts will be sent, via DocuSign, to Mayor Underwood for signature. BACKGROUND: The grants for these buses were awarded in two parts. The first is a traditional Colorado Department of Transportation ("CDOT") grant using state Funding Advancements for Surface Transportation and Economic Recovery ("FASTER") funds and will cover the equivalent of two base diesel buses. The second is through the State's Clean Transit Enterprise ("CTE"). This award will fund the difference in cost between a diesel bus and an all -electric bus. AWARD: Total award for this agreement is as follows: CDOT FASTER FUNDING Award $1,085,280.00 Minimum Local Contribution (20%) $ 271,320.00 Total $1,356,600.00 CTE FUNDING Award $1,714,706.00 Minimum Local Contribution $ 0.00 Total $1,714,706.00 TOTAL FUNDING Award $2,802,986.00 Minimum Local Contribution $ 271,320.00 Total $3,071,306.00 PROPOSED MOTION: "I move to approve the Intergovernmental Agreement between the State of Colorado and the Town of Avon." Thank you, Jim ATTACHMENT A: CDOT Intergovernmental Agreement ATTACHMENT B: CTE Intergovernmental Agreement 970-748-4113 jshoun@avon.org ATTACHMENT A: STATE OF COLORADO GRANT AGREEMENT State Agency Department of Transportation Grantee Town of Avon Grant Agreement Amount FASTER Funds Maximum Amount State Fiscal Year Funds 2025 (80% or less) Local Funds (20% of more) Total for all State Fiscal Years COVER PAGE Agreement Number/PO Number Routing #: 25-HTR-ZL-00209 PO #: 491003921 Agreement Performance Beginning Date The Effective Date Initial Agreement Expiration Date June 30, 2027 Fund Expenditure End Date $1,085,280.00 June 30, 2027 Agreement Authority Authority to enter into this Agreement exists in $271,320.00 CRS §§43-1-106, 43-1-110, 43-1-117, 43-2- $1,085,280.00 101(4)(c), 43-4-811(2), S1318-001, SB17-228 and SB 17-267. Agreement Purpose The purpose of this Grant is for CDOT to disburse FASTER Program Funds to Grantee to conduct work within the provisions of this Grant. 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, Title VI -Civil Rights. 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, Title VI -Civil Rights. 2. Colorado Special Provisions in §17 of the main body of this Agreement. 3. The provisions of the other sections of the main body of this Agreement. 4. Exhibit A, Statement of Work and Budget. 5. Executed Option Letters (if any). Principal Representatives For the State: Erin Kelican Division of Transit and Rail 2829 W. Howard Place Denver, CO 80204 erin.kelican@state.co.us For Grantee: Jim Shoun Town of Avon 100 Mikaela Way PO Box 975 Avon, CO 81601 jshoun@avon.org Page 1 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 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. GRANTEE Town of Avon Tamra N Underwood, Mayor Date: STATE OF COLORADO Jared S. Polis, Governor Colorado Department of Transportation Shoshana M. Lew, Executive Director By_ Keith Stefanik P.E., Chief Engineer Date: In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an authorized delegate. LIM STATE CONTROLLER Robert Jaros, CPA, MBA, JD Department of Transportation Effective Date: Page 2 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 TABLE OF CONTENTS 1. PARTIES.................................................................................................................................................3 2. TERM AND EFFECTIVE DATE.......................................................................................................... 3 3. DEFINITIONS........................................................................................................................................ 4 4. STATEMENT OF WORK...................................................................................................................... 6 5. PAYMENTS TO GRANTEE................................................................................................................. 6 6. REPORTING - NOTIFICATION........................................................................................................... 8 7. GRANTEE RECORDS...........................................................................................................................8 8. CONFIDENTIAL INFORMATION - STATE RECORDS.................................................................... 9 9. CONFLICTS OF INTEREST...............................................................................................................10 10. INSURANCE........................................................................................................................................10 11. BREACH OF AGREEMENT............................................................................................................... 12 12. REMEDIES...........................................................................................................................................12 13. DISPUTE RESOLUTION.................................................................................................................... 13 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 Grantee named on the Cover Page for this Agreement (the "Grantee"), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the "State"). Grantee 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 Grantee for any Work performed or expense incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases, the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit A. 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 Grantee in a form substantially equivalent to 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, the State, at its discretion, upon written notice to Grantee 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 Page 3 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 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. 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 Grantee, which shall be governed by §12.A.i. i. Method and Content The State shall notify Grantee 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, Grantee 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 Grantee 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 Grantee for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursement shall not exceed the Grant Maximum Amount payable to Grantee hereunder. F. Grantee's Termination Under State Requirements Grantee may request termination of this Grant by sending notice to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee 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 agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. "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 Grantee, or the appointment of a receiver or similar officer for Grantee 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 Grantee 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. C. "Budget" means the budget for the Work described in Exhibit A. D. "Business Day" means any day other than Saturday, Sunday, or a legal holiday as listed in §24-11-101(1), C.R.S. E. "CORA" means the Colorado Open Records Act, § §24-72-200. 1, et seq., C.R.S. Page 4 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 F. "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 Grantee's Work that is intended to be delivered by Grantee. G. "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. H. "End of Term Extension" means the time period defined in §2.D. I. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. J. "Extension Term" means the time period defined in §2.C. K. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. L. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. M. "Grant Maximum Amount" means an amount equal to the total of Grant Funds for this Agreement. N. "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. O. "Initial Term" means the time period defined in §2.13. P. "Matching Funds" (Local Funds) means the funds provided by Grantee as a match required to receive the Grant Funds. Q. "Party" means the State or Grantee, and "Parties" means both the State and Grantee. R. "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. S. "Services" means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. T. "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 Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. U. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24- 30-202(13)(a), C.R.S. V. "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. Page 5 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 W. "State Records" means any and all State data, information, and records, regardless of physical form. X. "Subcontractor" means any third party engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub -grantees of Grant Funds. Y. "Work" means the Goods delivered and Services performed pursuant to this Agreement. Z. "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 Grantee 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 Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PAYMENTS TO GRANTEE A. Grant Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Grant Maximum Amount for that State Fiscal Year shown on the Cover Page of this Agreement as "FASTER Funds Maximum Amount". B. Payment Procedures i. Invoices and Payment a. The State shall pay Grantee in the amounts and in accordance with the conditions set forth in Exhibit A. b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and submission for advance payment is subject to State approval and must include approved documentation in the form and manner set forth and approved by the State. d. 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 Grantee 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 Grantee shall make all changes necessary to correct that invoice. e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables provided under this Agreement. 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. Grantee 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 Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will Page 6 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 review the information presented by Grantee 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 Grantee 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 Grantee 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. C. Matching Funds Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee 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. Grantee'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 Grantee and paid into Grantee's treasury or bank account. Grantee represents to the State that the amount designated "Grantee'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. Grantee 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 Grantee. If Grantee is a public entity, Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee's laws or policies. D. Reimbursement of Grantee Costs i. Any costs incurred by Grantee prior to the Effective Date shall not be reimbursed. ii. The State shall reimburse Grantee's allowable costs, not exceeding the Grant 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 Grantee may adjust the amounts between each line item of Exhibit A without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the Grant Maximum Amount of this Agreement or the Grant Maximum Amount for any 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 Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred.) iv. Grantee's costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. Grantee 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 Page 7 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 Grantee 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, Grantee shall submit to the State all Deliverables (including documentation) as defined in this Agreement and Grantee'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. 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, Grantee 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 Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee's ability to perform its obligations under this Agreement, Grantee 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 Grantee 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 Grantee's performance and the final status of Grantee's obligations hereunder. D. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 7. GRANTEE RECORDS A. Maintenance Grantee 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 "Grantee Records"). Grantee 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 Grantee 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 Grantee shall permit the State and any other duly authorized agent of the State to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee'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 Page 8 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 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 and any other duly authorized agent of the State, in its discretion, may monitor Grantee's performance of its obligations under this Agreement using procedures as determined by the State. 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 Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. D. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee's records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. 8. CONFIDENTIAL INFORMATION - STATE RECORDS A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee 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. Grantee shall provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State's Principal Representative identified on the Cover Page of this Agreement. B. Other Entity Access and Nondisclosure Agreements Grantee 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. Grantee 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. Grantee 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 Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Grantee shall provide the State with access, subject to Grantee'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, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, Grantee 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 Grantee can establish that Grantee, and its agents, employees, and Subcontractors are not the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee 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 Grantee shall make Page 9 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at Grantee's sole expense, require Grantee to engage the services of an independent, qualified, State -approved third party to conduct a security audit. Grantee shall provide the State with the results of such audit and evidence of Grantee's planned remediation in response to any negative findings. E. Data Protection and Handling Grantee shall ensure that all State Records and Work Product in the possession of Grantee 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 Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee 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. Grantee shall be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S., and shall maintain security procedures and practices consistent with §§24-73-101, et seq., C.R.S. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Grantee 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 Grantee under this Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee 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, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee 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. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Grantee 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 Grantee 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. Grantee 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. Grantee may also be subject to such penalties as are allowed by law. 10. INSURANCE Grantee 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 Page 10 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Grantee 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. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. E. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. F. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. 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 Grantee and Subcontractors. H. Primacy of Coverage Coverage required of Grantee and each Subcontractor shall be primary over any insurance or self-insurance program carried by Grantee or the State. I. 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 Grantee and Grantee shall forward such notice to the State in accordance with §14 within 7 days of Grantee's receipt of such notice. J. Subrogation Waiver All insurance policies secured or maintained by Grantee 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 Page 11 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. K. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), Grantee 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, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this Grantee, 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. L. Certificates For each insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State certificates evidencing Grantee's insurance coverage required in this Agreement prior to the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement prior to the Effective Date, except that, if Grantee's subcontract is not in effect as of the Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven Business Days following Grantee's execution of the subcontract. No later than 15 days before the expiration date of Grantee's or any Subcontractor's coverage, Grantee 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, Grantee 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 of Agreement to the other Party. If the notified Party does not cure the breach, 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 Grantee 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 Grantee 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 Grantee's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Grantee 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, Grantee 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, Grantee 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, Grantee shall assign to the State all of Grantee's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State's request, Page 12 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 Grantee shall return materials owned by the State in Grantee's possession at the time of any termination. Grantee 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 Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee'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, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee 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 Grantee's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee 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 Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee'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 Grantee's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property 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, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (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. Grantee's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, 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 Page 13 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 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 Grantee for resolution. B. Resolution of Controversies If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Grantee 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 Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee'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 Grantee 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 Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. 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 Grantee are the exclusive property of the State (collectively, "State Materials"). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee 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 Grantee Page 14 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Grantee 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 Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Grantee Property"). Grantee 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 Grantee'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 Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without providing notice to the State. The State may reject any such Subcontractor, and Grantee shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform any work after that Subcontractor's subcontract has been rejected by the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee 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. 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 Parry represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Parry'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. 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 Page 15 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 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 Grantee'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 Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in §16.A., this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee's industry, trade, or profession. S. Licenses, Permits, and Other Authorizations. i. Grantee 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 Page 16 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 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. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its sole expense, a certificate of authority to transact business in the State of Colorado and designate a registered agent in Colorado to accept service of process. T. Federal Provisions Grantee shall comply with all applicable requirements of Exhibit C 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. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee 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 Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee 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. Page 17 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee 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. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee 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 Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, 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] Grantee 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., Grantee 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 Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Grantee (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre- employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within three days if Grantee has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Grantee 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 Page 18 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 higher education or political subdivision may terminate this Agreement for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Grantee (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. Page 19 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 EXHIBIT A, STATEMENT OF WORK AND BUDGET Project Description 2025-FASTER: Two (2) 35' EV Bus Replacements (w/ 2025-CTE Funds) Project End Date June 30, 2027 Subrecipient Avon, Town of UEID # R9Q7L4C1QKK5 Contact Name Jim Shoun Vendor # 2000101 Address 100 Mikaela Way PO Box 975 Avon, CO 81620 Phone # (970) 748-4113 Email jshoun@avon.org Indirect Rate N/A WBS* 26882.10.50 ALI 11.12.02 Total Project Budget (FASTER and CTE Funds) $3,071,306.00 Total FASTER Budget $1,356,600.00 State FASTER Funds (at 80% or less) $1,085,280.00 Local Funds (at 20% or more) $271,320.00 CTE Funds (No Local Match) $1,714,706.00 Total Project Amount Encumbered via this Grant Agreement $1,085,280.00 *The WBS numbers may be replaced without changing the amount of the grant at CDOT's discretion. A. Project Description The Town of Avon shall use 2025 FASTER funds and 2025 CTE funds to purchase two (2) 35' buses as more fully described below. The purchase will support the goals of the Statewide Transit Plan. Town of Avon shall use capital funds to purchase the following ADA compliant vehicle(s) (Capital Asset(s)): ALI QTY Fuel Type Description FASTER Amount 11.12.02 2 Electric Battery Replacement Bus — STD 35 FT $1,085,280.00 The Capital Asset(s) being purchased is/are to replace the following existing fleet vehicle(s): COTRAMS VIN Fleet ID Year Make Model Inventory 15GGB271981077578 856 - 05-AS INV-00004798 2008 GIL - Gillig Corporation LF35 (G27B) 15GGE2712BI091935 857 - 05-AS INV-00004799 2011 GIL - Gillig Corporation LF29 BRT (G27E) B. Performance Standards Project Milestones Milestone Description Original Estimated Completion Date Submit Procurement Concurrence Request (PCR) in COTRAMS for Project Manager 6/1/2025 Approval Submit Purchase Authorization (PA) and solicitation docs in COTRAMS for Project 7/15/2025 Manager Approval Page 20 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 Take Delivery of (First) Vehicle/Equipment/Project Property 6/1/2026 Take Delivery of and Accept All Vehicles/Equipment/Project Property 8/1/2026 Submit Reimbursement Request in COTRAMS 9/15/2026 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 Grant Agreement: June 30, 2027. 2. The Town of Avon shall use the Capital Asset(s) purchased in its transit operations and shall perform regularly recurring maintenance with specific performance measures tied to Town of Avon's written maintenance plans, including manufacturer's recommendations and warranty program(s). The town of Avon will measure whether this project is successful and improves the efficiency, effectiveness, and safety of transportation. Performance will be reviewed throughout the duration of this Grant Agreement. Town of Avon 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 problems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. 4. The Town of Avon shall submit all required reimbursements and project documents, including the assignment of "Colorado Department of Transportation" as the lienholder on the Capital Asset(s), as a condition of project closeout. C. Project Budget 1. The Total Project Budget is $3,071,306.00 and is comprised of the following components: state share of $1,085,280 (80%) from 2025 FASTER with a local share of $271,320.00 (20%), with a secondary grant of $1,714,706.00 from 2025 CTE Funds. For CDOT accounting purposes, the FASTER Funds of $1,085,280.00 will be encumbered for this Grant Agreement. 2. CDOT will pay no more than 80% of the eligible, actual project costs, up to the maximum amount of $1,085,280.00. CDOT will retain any remaining balance of the state share of FASTER Funds. The town of Avon shall be solely responsible for all costs incurred in the project in excess of the amount paid by CDOT from FASTER Funds for the state share of eligible, actual costs. 3. No refund or reduction of the amount of the Town of Avon's share to be provided for the project will be allowed unless there is at the same time a refund or reduction of the state share of a proportionate amount. 4. The Town of Avon may use eligible federal funds for the Local Funds share. Town of Avon's share, together with the State FASTER Funds share, shall be enough to ensure payment of the Total Project Budget. Per the terms of this Grant Agreement, CDOT will have no obligation to provide state funds for use on this project. CDOT will administer FASTER funds for this project under the terms of this Grant Agreement, provided that the state share of FASTER funds to be administered by CDOT are made available and remain available. The Town of Avon shall initiate and prosecute to completion all actions necessary to enable Town of Avon 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. Procurement Procurement of the Capital Asset(s) by Town of Avon shall comply with state procurement procedures and the DTR Quick Procurement Guide. In addition to the state requirements outlined below, state and federal procedures for Page 21 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 purchase of the Capital Asset(s), including 2 CFR 200.320 (where applicable) shall be followed and outlined prior to procurement. 1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE). 2. The second step, and prior to soliciting a vendor, will be to obtain Procurement Concurrence Request (PCR) approval from the CDOT Project Manager through COTRAMS. The request for PCR approval must include a copy of the proposed solicitation documents and the ICE. 3. The third step, and prior to entering into a purchasing agreement or contract with the selected vendor, will be to obtain Purchase Authorization (PA) approval from the CDOT Project Manager through COTRAMS. The request for PA approval must include a copy of the final solicitation documents (e.g. documented quote, quick bid, response(s) to RFP/IFB). 4. Upon delivery, the Town of Avon shall be responsible for having the Capital Asset(s) inspected and accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the Capital Asset(s), the Town of Avon will contact the vendor to resolve any defects and notify CDOT. 5. Town of Avon shall be responsible for reimbursing the selected vendor within forty-five (45) calendar days of acceptance of the Capital Asset(s). E. Reimbursement Eligibility Requests for reimbursement for eligible project costs will be paid to Town of Avon upon submission of a complete reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement effective dates. Accepted reimbursement packets will include the following completed documents: • Independent Cost Estimate (ICE) • Procurement Concurrence Request (PCR) • Purchase Authorization (PA) • Signed Notice of Acceptance (NA) • Signed Security Agreement (SA) • Application for Title showing "Colorado Department of Transportation" as the lienholder • Invoice • Proof of Payment • Post Delivery Certifications Town of Avon shall submit the final request for reimbursement within sixty (60) calendar days of acceptance of the Capital Asset(s) and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) calendar days of issuance of the final reimbursement payment. F. State Interest -Service Life The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is removed from revenue service. The useful life in years refers to total time in transit revenue service, not time spent stockpiled or otherwise unavailable for regular transit use. The useful life in miles refers to total miles in transit revenue service. Non -revenue miles and periods of extended removal from service do not count towards useful life. Changes in operating circumstances, including unforeseen difficulty maintaining vehicles, higher cost of fuel, and changes in local law limiting where vehicles can be operated are not exemptions from useful life requirements. Minimum useful life is the minimum number of years or miles, whichever comes first, that must be accumulated in revenue service before the Capital Asset(s) can be disposed of, in accordance with the State Management Plan. Page 22 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 CDOT maintains its share of the remaining state interest upon disposition of the Capital Asset(s) before the minimum useful life has been met or for a fair market value greater than $5,000 after the minimum useful life has been met, according to the provisions of the State Management Plan. The Town of Avon shall not dispose or otherwise release the Capital Asset(s) to any other party while there is state interest in the Capital Asset(s) without prior approval from the CDOT Project Manager. Town of Avon is responsible for making the request to the CDOT Project Manager in a timely manner, providing appropriate documentation, if indicated, when a disposition and lien release is being requested in order to allow CDOT to process the release of any lien(s). CDOT and the Town of Avon will work in conjunction with the Department of Revenue to assure the lien is released according to state rules. G. Training In an effort to enhance transit safety, the Town of Avon and any subrecipients and subcontractors shall make a good faith effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to date in appropriate certifications. In particular, the Town of Avon shall ensure that driving personnel are provided professional training in defensive driving and training on the handling of mobility devices and transporting older adults and individuals with disabilities. H. Safety Data Town of Avon and any subrecipients and subcontractors shall maintain and submit, as requested, data related to bus safety. This may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth by CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee accidents, injuries and incidents. I. Restrictions on Lobbying The Town of Avon is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement. J. Special Conditions 1. The Town of Avon shall comply with all requirements imposed by CDOT on Town of Avon so that the state award is used in accordance with state statutes, regulations, and the terms and conditions of the state award. 2. The Town of Avon shall permit CDOT and their auditors to have access to Town of Avon's records and financial statements as necessary, with reasonable advance notice. 3. Except as provided in this Grant Agreement, the Town of Avon shall not be reimbursed for any purchase, issued purchase order, or leased capital equipment prior to the execution of this Grant Agreement. 4. The Town of Avon shall document any loss, damage, or theft of FTA- or state -funded property, equipment, or rolling stock in COTRAMS. 5. The Town of Avon 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. 6. The Town of Avon shall provide transportation services to persons with disabilities, in accordance with Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq. 7. The Town of Avon shall agree to maintain documentation that supports compliance with the Americans with Disabilities Act (ADA) and produce said documentation to CDOT upon request. Page 23 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 The Town of Avon 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 transit grant subrecipients. Page 24 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 EXHIBIT B, SAMPLE OPTION LETTER State Agency Option Letter Number Department of Transportation Insert the Option Number (e.g. " 1 " for the first option) Grantee Original Agreement Number Town of Avon Insert CMS number or Other Contract Number of the Original Contract Current Grant Agreement Amount Option Agreement Number FASTER Funds Maximum Amount Insert CMS number or Other Contract Number of Initial Term this Option State Fiscal Year 20xx $0.00 Extension Terms Agreement Performance Beginning Date State Fiscal Year 20xx $0.00 The later of the Effective Date or Month, Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Agreement Expiration Date State Fiscal Year 20xx $0.00 Month, Day, Year Local Funds $0.00 Total for All State Fiscal Years $0.00 1. OPTIONS: A. Option to extend for an Extension Term or End of Term Extension. 2. REQUIRED PROVISIONS: A. For use with Option 1W: In accordance with Section(s) 2.13/2.0 of the Original Agreement referenced above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert start date and ending on the current agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or whichever is later. STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director to Name: Title: Date: In accordance with §24-30-202, C.R.S., this Option Letter is not valid until signed and dated below by the State Controller or an authorized delegate. LIN STATE CONTROLLER Robert Jaros, CPA, MBA, JD Department of Transportation Option Letter Effective Date: Page 25 of 26 Version 10/30/19 Docusign Envelope ID: B68E6292-04E8-4B9D-B05B-CCED613A7B99 Routing #: 25-HTR-ZL-00209 PO #: 491003921 Associated PO #: 491003920 EXHIBIT C, TITLE VI - CIVIL RIGHTS Nondiscrimination Requirements The Parties shall 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. During the performance of this Agreement, the Grantee, for itself, its assignees and successors in interest (hereinafter referred to as the "Grantee") agrees as follows: (1) Compliance with Regulations: The Grantee shall comply with the Regulation relative to nondiscrimination in federally -assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. (2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in the selection and retention of subgrantees, including procurements of materials and leases of equipment. The Grantee shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Grantee for Work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subgrantee or supplier shall be notified by the Grantee of the Grantee's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin or sex. (4) Information and Reports: The Grantee shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Colorado Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Grantee is in the exclusive possession of another who fails or refuses to furnish this information the Grantee shall so certify to the Colorado Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the nondiscrimination provisions of this Agreement, the Colorado Department of Transportation shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (a) withholding of payments to the Grantee under the Agreement until the Grantee complies, and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Grantee shall take such action with respect to any subcontract or procurement as the Colorado Department of Transportation may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that, in the event a Grantee becomes involved in, or is threatened with, litigation with a subgrantee or supplier as a result of such direction, the Grantee may request the Colorado Department of Transportation to enter into such litigation to protect the interests of the Colorado Department of Transportation. Page 26 of 26 Version 10/30/19 ATTACHMENT B: STATE OF COLORADO GRANT AGREEMENT COVER PAGE State Agency Department of Transportation Subrecipient Town of Avon Agreement Maximum Amount State Clean Transit Enterprise (CTE) Funds (at 100% or less) Agreement Total Amount $1,714,706.00 $1,714,706.00 Agreement Number Routing #: 25-HTR-ZL-00208 PO# : 491003920 Agreement Performance Beginning Date The Effective Date Initial Agreement Expiration Date June 30, 2027 Fund Expenditure End Date June 30, 2027 Agreement Authority — Authority to enter into this Agreement Exists in CRS §§43- 1-106, 43-1-110, 43-1-701, 43-1-702, 43-4-1203, 24-1-105, and 24-77-108. Agreement Purpose The purpose of this Agreement is to provide funding for the Town of Breckenridge to purchase Two (2) 35' replacment buses to order to support the goals of the CTE 10 Year Plan and Statewide Transit Plan. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A, Statement of Work. 2. Exhibit B, Sample Option Letter. 3. Exhibit C, Title VI — Civil Rights 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, Title VI — Civil Rights 2. Colorado Special Provisions in § 18 of the main body of this Agreement. 3. The provisions of the other sections of the main body of this Agreement. 4. Exhibit A, Statement of Work. 5. Exhibit B, Executed Option Letters, if any. Principal Representatives For the State: For Grantee: Erin Kelican Jim Shoun Division of Transit and Rail Town of Avon Colorado Dept. of Transportation 100 Mikaela Way 2829 W. Howard Place Denver, CO 80204 Erin.kelican@state.co.us PO Box 975 Avon, CO 81620 jshoun@avong.org Page 1 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 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 Avon By: Tamra N Underwood, Mayor Date: STATE OF COLORADO In accordance with §24-30-202, C.R.S., this Agreement is not Jared S. Polis, Governor valid until signed and dated below by the State Controller or Department of Transportation an authorized delegate. Clean Transit Enterprise STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Craig Secrest, Program Administrator By: Department of Transportation Date: Page 2 of 32 Effective Date: Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 TABLE OF CONTENTS COVERPAGE.......................................................................................................................... I SIGNATURE PAGE.................................................................................................................2 1. PARTIES...................................................................................................................................3 2. TERM AND EFFECTIVE DATE.............................................................................................3 3. DEFINITIONS..........................................................................................................................5 4. STATEMENT OF WORK........................................................................................................7 5. PAYMENTS TO GRANTEE....................................................................................................7 6. REPORTING - NOTIFICATION............................................................................................. 9 7. GRANTEE RECORDS...........................................................................................................10 8. CONFIDENTIAL INFORMATION -STATE RECORDS......................................................11 9. CONFLICTS OF INTEREST..................................................................................................12 10. INSURANCE..........................................................................................................................13 11. BREACH OF AGREEMENT.................................................................................................15 12. REMEDIES.............................................................................................................................15 13. DISPUTE RESOLUTION.......................................................................................................17 14. NOTICES AND REPRESENTATIVES.................................................................................17 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION........................................18 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM.....................................................18 17. GENERAL PROVISIONS......................................................................................................18 18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3).......................22 1. PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the "Grantee"), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the "State"). Grantee 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 Signature and 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 Grantee 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 Page 3 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 "Extension Term"). In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to 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, the State, at its discretion, upon written notice to Grantee 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. 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 by Grantee, which shall be governed by 12.A.i. i. Method and Content The State shall notify Grantee 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, Grantee shall be subject to the rights and obligations set forth in §12.A.i.a12.A.i.a. iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Grantee 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 Grantee for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. F. Grantee's Termination Under Federal Requirements Grantee may request termination of this Grant 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 Grant is terminated in this manner, then Page 4 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 Grantee 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 agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. RESERVED 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 Grantee, or the appointment of a receiver or similar officer for Grantee 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 Grantee 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 C. E. "Business Day" means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. F. RESERVED G. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. H. "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 Grantee's Work that is intended to be delivered by Grantee. I. "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 for this Agreement. J. "End of Term Extension" means the time period defined in §2.D2.D. K. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. L. "Extension Term" means the time period defined in §2.C. M. RESERVED N. RESERVED O. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee 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. Page 5 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 Q. "Grant Maximum Amount" means an amount equal to the total of Grant Funds for this Agreement. R. "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. S. "Initial Term" means the time period defined in §2.B2.B. T. "Matching Funds" means the funds provided Grantee as a match required to receive the Grant Funds. U. "Party" means the State or Grantee, and "Parties" means both the State and Grantee. V. RESERVED W. "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; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. 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. "PII" shall also mean "personal identifying information" as set forth at § 24-74-102, et. seq., C.R.S. X. RESERVED Y. RESERVED Z. "Services" means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. AA. "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 Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. BB. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. Page 6 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 CC. "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. DD. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. EE. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub -grantees of grant funds. FF. RESERVED GG. RESERVED HH. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. II. "Work" means the Goods delivered and Services performed pursuant to this Agreement. JJ. "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 in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK Grantee 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 Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum for each State Fiscal Year shown on the Cover Page of this Agreement. B. Payment Procedures i. Invoices and Payment a. The State shall pay Grantee in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A. b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State. 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 Grantee and previously accepted by the State during the term that the invoice Page 7 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 covers. If the State determines that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Agreement. 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. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day's interest to be paid and the interest rate. iii. Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee'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 Grantee 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 Grantee 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 Grantee 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. C. Matching Funds Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee 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. Grantee's obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and Page 8 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee's treasury or bank account. Grantee represents to the State that the amount designated "Grantee'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. Grantee 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 Grantee. D. Reimbursement of Grantee Costs Only with prior written approval, the State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed. Grantee's costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and ii. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred). E. Close -Out Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee'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. 6. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee 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 Page 9 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee's ability to perform its obligations under this Agreement, Grantee shall, within ten 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 Grantee 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 Grantee's performance and the final status of Grantee's obligations hereunder. D. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the award. The State may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 7. GRANTEE RECORDS A. Maintenance Grantee 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 or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a period (the "Record Retention 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. 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, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Grantee 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 Grantee 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 Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee'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 will monitor Grantee's performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any other duly authorized Page 10 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 agent of a governmental agency, in its discretion, may monitor Grantee's performance of its obligations under this Agreement using procedures as determined by that governmental entity. 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 Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. D. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee's records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. 8. CONFIDENTIAL INFORMATION -STATE RECORDS A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee 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. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State's Principal Representative. B. Other Entity Access and Nondisclosure Agreements Grantee 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. Grantee 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. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee'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, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation Page 11 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 If Grantee becomes aware of any Incident, it 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 Grantee can establish that none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee 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 Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. E. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee 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. Grantee shall be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with § §24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor's employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit on an annual basis Contractor's duty and obligation to certify as set forth in Exhibit _ shall continue as long as Contractor has direct access to any State databases containing PII. If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Grantee 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 Grantee under this Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee 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, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Agreement. Page 12 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee 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. Contractor acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Contractor further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this Contract. 10. INSURANCE Grantee 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 Grantee 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 one 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. RESERVED E. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. F. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: Page 13 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. 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 Grantee and Subcontractors. H. Primacy of Coverage Coverage required of Grantee and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Grantee or the State. I. Cancellation All commercial 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 Grantee and Grantee shall forward such notice to the State in accordance with §14 within seven days of Grantee's receipt of such notice. J. Subrogation Waiver All commercial insurance policies secured or maintained by Grantee 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 Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. K. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIA"), Grantee 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, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this Grantee, 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. L. Certificates For each commercial insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State certificates evidencing Grantee's insurance coverage required in this Agreement within seven Business Days following the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within seven Business Days following the Effective Date, except that, if Grantee's subcontract is not in effect as of the Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven Business Days following Grantee's execution of the subcontract. No later than 15 days before the expiration date of Grantee's or any Subcontractor's coverage, Grantee 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, Grantee shall, within Page 14 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 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 of Agreement to the other Party. If the notified Party does not cure the breach, 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 Grantee 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 Grantee 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 In the event of Grantee's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Grantee 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, Grantee 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, Grantee 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, Grantee shall assign to the State all of Grantee's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State's request, Grantee shall return materials owned by the State in Grantee's possession at the time of any termination. Grantee 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 Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the Page 15 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 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, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee 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 Grantee's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee 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 Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. C. Deny Payment Deny payment for Work not performed, or that due to Grantee'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 Grantee'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. 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, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) Page 16 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 remove any infringing Work and refund the amount paid for such Work to the State. B. Grantee's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, 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 Grantee for resolution. B. Resolution of Controversies If the initial resolution described in § I3.A13.A fails to resolve the dispute within ten Business Days, Grantee 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. (the "Resolution Statutes"), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee'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 Grantee 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 below 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. Page 17 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product i. RESERVED ii. RESERVED iii. Assignments and Assistance Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee 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 Grantee Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Grantee 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 Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Grantee Property"). Grantee 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. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Grantee agrees to be governed by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of Agreement performance information in the State's Agreement management system ("Contract Management System" or "CMS"). Grantee's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 17. GENERAL PROVISIONS Page 18 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 A. Assignment Grantee'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 Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee 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. C. Binding Effect Except as otherwise provided in §17.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. 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 Page 19 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 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 Grantee'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 Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee 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 § 17.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 Page 20 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee's industry, trade, or profession. S. Licenses, Permits, and Other Authorizations Grantee 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. T. Indemnification i. General Indemnification Grantee shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Grantee, or its employees, agents, Subcontractors, or assignees in connection with this Agreement. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Grantee in violation of §8 may be cause for legal action by third parties against Grantee, the State, or their respective agents. Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred by the State in relation to any act or omission by Grantee, or its employees, agents, assigns, or Subcontractors in violation of §8. iii. Intellectual Property Indemnification Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim Page 21 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. iv. Accessibility Indemnification Grantee shall indemnify, save, and hold harmless the Indemnified Parties against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to Grantee's failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. U. RESERVED V. Accessibility Grantee shall comply with and the Work Product provided under this Agreement shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor's Office of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Grantee shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. The State may require Grantee's compliance to the State's Accessibility Standards to be determined by a third party selected by the State to attest to Grantee's Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. 18. 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 Page 22 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee 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 Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee 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 Grantee harmless; requires the State to agree to binding arbitration; limits Grantee's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee 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. Page 23 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 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. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. 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 Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. Page 24 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 EXHIBIT A: STATEMENT OF WORK AND CONDITIONS Project Description 2025-CTE: Two (2) 35' EV Bus Replacements (w/ 2025-FASTER) Project End Date June 30, 2027 Subrecipient Avon, Town of UEID # R9Q7L4C1QKK5 Contact Name Jim Shoun Vendor # 2000101 Address 100 Mikaela Way PO Box 975 Avon, CO 81620 Phone # (970) 748-4113 Email jshoun@avon.org Indirect Rate N/A WBS* 26850.10.50 ALI 11.12.02 Total Project Budget (CTE and FASTER Funds) $3,071,306.00 State CTE Funds (at 100% or less) $1,714,706.00 Local Funds (at 0% or more) $0.00 Total FASTER Budget $1,356,600.00 State FASTER Funds $1,085,280.00 Local Funds $271,320.00 Total Project Amount Encumbered via this Grant Agreement $1,714,706.00 *The WBS numbers may be replaced without changing the amount of the grant at CTE's discretion. A. Project Description The Town of Avon shall use 2025 CTE funds and 2025 FASTER funds to purchase two (2) 35' EV buses as more fully described below. The purchase will support the goals of the CTE 10 Year Plan and the Statewide Transit Plan. Town of Avon shall use capital funds to purchase the following ADA compliant vehicle(s) (Capital Asset(s)): ALI QTY Fuel Type Description CTE Amount 11.12.02 2 Electric Battery Replacement Bus - STD 35 FT $1,714,706.00 The Capital Asset(s) being purchased is/are to replace the following existing fleet vehicle(s): COTRAMS VIN Fleet ID Year Make Model Inventory 15GGB271981077578 856 - 05-AS INV-00004798 2008 GIL - Gillig Corporation LF35 (G27B) 15GGE2712BI091935 857 - 05-AS INV-00004799 2011 GIL - Gillig Corporation LF29 BRT (G27E) B. Performance Standards Project Milestones Milestone Description Original Estimated Completion Date Submit Procurement Concurrence Request (PCR) in COTRAMS for Project Manager 7/1/2025 Approval Page 25 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 Submit Purchase Authorization (PA) and solicitation does in COTRAMS for Project Manager Approval 8/1/2025 Take Delivery of (First) Vehicle/Equipment/Project Property 10/31/2026 Take Delivery of and Accept All Vehicles/Equipment/Project Property 10/31/2026 Submit Reimbursement Request in COTRAMS 12/31/2026 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 Grant Agreement: June 30, 2027. 2. The Town of Avon shall use the Capital Asset(s) purchased in its transit operations and shall perform regularly recurring maintenance with specific performance measures tied to Town of Avon's written maintenance plans, including manufacturer's recommendations and warranty program(s). The Town of Avon will measure whether this project is successful and improves efficiency, effectiveness, and safety of transportation. Performance will be reviewed throughout the duration of this Grant Agreement. The Town of Avon shall report to the CTE 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 problems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. 4. Town of Avon shall submit all required reimbursements and project documents, including the assignment of "Colorado Department of Transportation" as the lienholder on the Capital Asset(s), as a condition of project closeout. C. Project Budget 1. The Total Project Budget is $3,071,306.00 and is comprised of the following components: state share of $1,714,706 (100%) from 2025 CTE, with a secondary FASTER grant of $1,356,600.00, comprised of State FASTER Funds of $1,085,280.00 and Local Funds of $271,320.00. For CTE accounting purposes, the CTE Funds of $1,714,706.00 will be encumbered for this Grant Agreement. 2. CTE will pay up to the maximum amount of $1,714,706.00. CTE will retain any remaining balance of the state share of CTE Funds. The Town of Avon shall be solely responsible for all costs incurred in the project in excess of the amount paid by CTE from CTE Funds for the state share of eligible, actual costs. 3. No refund or reduction of the amount of the Town of Avon's share to be provided for the project will be allowed unless there is at the same time a refund or reduction of the state share of a proportionate amount. 4. The Town of Avon may use eligible federal or state funds for the Local Funds share. Town of Avon's share, together with the State CTE Funds share, shall be enough to ensure payment of the Total Project Budget. Per the terms of this Grant Agreement, CTE will have no obligation to provide state funds for use on this project. CTE will administer CTE funds for this project under the terms of this Grant Agreement, provided that the state share of CTE funds to be administered by CTE are made available and remain available. Town of Avon shall initiate and prosecute to completion all actions necessary to enable Town of Avon 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. Procurement Page 26 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 Procurement of the Capital Asset(s) by Town of Avon shall comply with state procurement procedures and the DTR Quick Procurement Guide. In addition to the state requirements outlined below, state and federal procedures for purchase of the Capital Asset(s), including 2 CFR 200.320 (where applicable) shall be followed and outlined prior to procurement. 1. The first step in the procurement process shall be to obtain an Independent Cost Estimate (ICE). 2. The second step, and prior to soliciting a vendor, shall be to obtain Procurement Concurrence Request PCR approval from the CTE Project Manager through COTRAMS. The request for PCR approval shall include a copy of the proposed solicitation documents and the ICE. 3. The third step, and prior to entering into a purchasing agreement or contract with the selected vendor, shall be to obtain Purchase Authorization (PA) approval from the CTE Project Manager through COTRAMS. The request for PA approval shall include a copy of the final solicitation documents (e.g. documented quote, quick bid, response(s) to RFP/IFB). 4. Upon delivery, the Town of Avon shall be responsible for having the Capital Asset(s) inspected and accepted within fifteen (15) calendar days of delivery. If defects prevent acceptance of the Capital Asset(s), the Town of Avon will contact the vendor to resolve any defects and notify CTE. 5. Town of Avon shall be responsible for reimbursing the selected vendor within forty-five (45) calendar days after acceptance of the Capital Asset(s). E. Reimbursement Eligibility Requests for reimbursement for eligible project costs will be paid to the Town of Avon upon submission of a complete reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement effective dates. Accepted reimbursement packets shall include the following completed documents: • Independent Cost Estimate (ICE) • Procurement Concurrence Request (PCR) • Purchase Authorization (PA) • Signed Notice of Acceptance (NA) • Signed Security Agreement (SA) • Application for Title showing "Colorado Department of Transportation" as the lienholder • Invoice • Proof of Payment • Post Delivery Certifications Town of Avon shall submit the final request for reimbursement within sixty (60) calendar days of acceptance of the Capital Asset(s) and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) calendar days of issuance of the final reimbursement payment. F. State Interest -Service Life The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is removed from revenue service. The useful life in years refers to total time in transit revenue service, not time spent stockpiled or otherwise unavailable for regular transit use. The useful life in miles refers to total miles in transit revenue service. Non - revenue miles and periods of extended removal from service do not count towards useful life. Changes in operating circumstances, including unforeseen difficulty maintaining vehicles, higher cost of fuel, and changes in local law limiting where vehicles can be operated are not exemptions from useful life requirements. Minimum useful life is the minimum number of years or miles, whichever comes first, that must be accumulated in revenue service before the Capital Asset(s) can be disposed of, in accordance with CDOT DTR's State Management Plan. Page 27 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 CDOT maintains CTE's share of the remaining state interest upon disposition of the Capital Asset(s) before the minimum useful life has been met or for a fair market value greater than $5,000 after the minimum useful life has been met, according to the provisions of CDOT DTR's State Management Plan. Town of Avon shall not dispose or otherwise release the Capital Asset(s) to any other party while there is state interest in the Capital Asset(s) without prior approval from the CTE Project Manager. Town of Avon is responsible for making the request to the CTE Project Manager in a timely manner, providing appropriate documentation, if indicated, when a disposition and lien release is being requested in order to allow CDOT to process the release of any lien(s). CDOT and Town of Avon will work in conjunction with the Department of Revenue to assure the lien is released according to state rules. G. Training In an effort to enhance transit safety, the Town of Avon and any subrecipients and subcontractors shall make a good faith effort to ensure that appropriate training of agency and contracted personnel is occurring and that personnel are up to date in appropriate certifications. In particular, the Town of Avon shall ensure that driving personnel are provided professional training in defensive driving and training on the handling of mobility devices and transporting older adults and individuals with disabilities. H. Safety Data Town of Avon and any subrecipients and subcontractors shall maintain and submit, as requested, data related to bus safety. This may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set forth by CTE, the number and extent of passenger injuries or claims, and the number and extent of employee accidents, injuries and incidents. I. Restrictions on Lobbying The Town of Avon is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement. J. Special Conditions 1. Town of Avon shall comply with all requirements imposed by CTE on Town of Avon so that the CTE award is used in accordance with state statutes, regulations, CTE rules, and the terms and conditions of the CTE award. 2. Town of Avon shall permit CTE and their auditors to have access to Town of Avon's records and financial statements as necessary, with reasonable advance notice. 3. Except as provided in this Grant Agreement, the Town of Avon shall not be reimbursed for any purchase, issued purchase order, or leased capital equipment prior to the execution of this Grant Agreement. 4. Town of Avon shall document any loss, damage, or theft of FTA- or state -funded property, equipment, or rolling stock in COTRAMS. 5. Town of Avon 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. 6. The town of Avon shall provide transportation services to persons with disabilities, in accordance with Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq. 7. The town of Avon shall agree to maintain documentation that supports compliance with the Americans with Disabilities Act (ADA) and produce said documentation to CTE upon request. 8. Town of Avon shall develop and maintain an ADA Program in accordance with 28 CFR Part 35, Page 28 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA Circular 4710.1, and any additional requirements established by CTE for transit grant subrecipients. Page 29 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 EXHIBIT B, SAMPLE OPTION LETTER State Agency Option Letter Number Department of Transportation Insert the Option Number (e.g. "1" for the first option) Grantee Original Agreement Number Town of Avon Insert CMS number or Other Agreement Number of the Original Contract Current Agreement Maximum Amount Option Agreement Number Initial Term Insert CMS number or Other Agreement Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Agreement Performance Beginning Date State Fiscal Year 20xx $0.00 Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Agreement Expiration Date State Fiscal Year 20xx $0.00 Month Day, Year Total for All State Fiscal Years $0.00 1. OPTIONS: A. Option to extend for an Extension Term 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current Agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or whichever is later. STATE OF COLORADO Jared S. Polis, Governor INSERT -Name of Agency or IHE INSERT -Name & Title of Head of Agency or IHE By: Name & Title of Person Signing for Agency or IHE Date: In accordance with §24-30-202, C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Name of Agency or IHE Delegate -Please delete if agreement will be routed to OSC for approval Page 30 of 32 Option Effective Date: Docusign Envelope ID: F08CB293-122F-4191-A639-EFE971DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 EXHIBIT C, TITLE VI — CIVIL RIGHTS Nondiscrimination Requirements The Parties shall 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. During the performance of this Agreement, the Grantee, for itself, its assignees and successors in interest (hereinafter referred to as the "Grantee") agrees as follows: (1) Compliance with Regulations: The Grantee shall comply with the Regulation relative to nondiscrimination in federally -assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the "Regulations'), which are herein incorporated by reference and made a part of this Agreement. (2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in the selection and retention of subgrantees, including procurements of materials and leases of equipment. The Grantee shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Grantee for Work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subgrantee or supplier shall be notified by the Grantee of the Grantee's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin or sex. (4) Information and Reports: The Grantee shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Colorado Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Grantee is in the exclusive possession of another who fails or refuses to furnish this information the Grantee shall so certify to the Colorado Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the nondiscrimination provisions of this Agreement, the Colorado Department of Transportation shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (a) withholding of payments to the Grantee under the Agreement until the Grantee complies, and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Grantee shall take such action with respect to any subcontract or procurement as the Colorado Department of Transportation may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however, that, in the event a Grantee becomes involved in, or is threatened with, litigation with a Page 31 of 32 Docusign Envelope ID: F08CB293-122F-4191 -A639-EFE971 DF5BD8 Routing #: 25-HTR-ZL-00208 PO# : 491003920 Associated PO# : 491003921 subgrantee or supplier as a result of such direction, the Grantee may request the Colorado Department of Transportation to enter into such litigation to protect the interests of the Colorado Department of Transportation. Page 32 of 32 TO: Honorable Tamra N. Underwood and Council Members FROM: Jim Shoun, Mobility Manager �� RE: IGA for Avon Transit Planning Grant DATE: May 8, 2025 c 0 L 0 H A [J 0 SUMMARY: A State of Colorado Grant is presented to Council for consideration. The Town of Avon has applied for and has been awarded a 5304 Planning Grant of $40,000.00. This Contract has been reviewed and approved by Town Attorney Nina Williams. When approved, the contract will be sent, via DocuSign, to the mayor for signature. BACKGROUND: The 5304 Planning Grant was applied for in 2023. The Mobility Department will release a Request for Proposals to find a consultant to study the Town's current transportation status and future needs. It will focus on the Town's fixed route system (Red and Blue Lines), capacity issues at Avon Station and options for expanding the Avon Transit footprint to cover all of Town limits. AWARD: Total award for this agreement is as follows: Award $40,000.00 Minimum Local Contribution 20% $10,000.00 Total $50,000.00 PROPOSED MOTION: "I move to approve the Intergovernmental Agreement between the State of Colorado and the Town of Avon." Thank you, Jim ATTACHMENT A: Intergovernmental Agreement 970-748-4113 jshoun@avon.org ATTACHMENT A: STATE OF COLORADO SUBAWARD AGREEMENT COVER PAGE State Agency Agreement Number / PO Number Department of Transportation 25-HTR-ZL-00218 / 491003930 Subrecipient Agreement Performance Beginning Date Town of Avon The Effective Date Initial Agreement Expiration Date March 31, 2027 Subaward Agreement Amount Federal Funds Fund Expenditure End Date Maximum Amount (80%) $40,000.00 March 31, 2027 Local Funds Agreement Authority Local Match Amount (20%) $10,000.00 Authority to enter into this Agreement exists in CRS §§43-1-106, 43-1-110, 43-1-117.5, 43-1-701, Agreement Total $50,000.00 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 §5304, the purpose of this Grant is to provide funding to support public transportation planning in rural and small urban areas. The work to be completed under this Grant by the Grantee 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: For Subrecipient: Erin Kelican Jim Shoun Division of Transit and Rail Town of Avon Colorado Dept. of Transportation 100 Mikaela Way 2829 W. Howard Place PO Box 975 Denver, CO 80204 Avon, CO 81620 erin.kelican@state.co.us jshoun@avon.org Page 1 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 STATE OF COLORADO Town of Avon Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director By: By: Name: Name: Title: Title: Date: Date: 2nd State or Subrecipient Signature if needed LEGAL REVIEW Philip J. Weiser, Attorney General By: Name: By: Assistant Attorney General Title: Date: 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: Page 2 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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, the 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. Page 3 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 any future modifications thereto. B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. C. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The 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. Page 4 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 Pages 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 Page 5 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables provided under this Agreement. Page 6 of 45 Version 10/23/19 ATTACHMENT A: ii. Interest Contract Number: 25-HTR-ZL-00218 / 491003930 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 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 Page 7 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Agreement. ii. The State shall reimburse Subrecipient's allowable costs, not exceeding the Subaward Maximum Amount shown on the Cover Page of this Agreement and on Exhibit A for all allowable costs described in this Agreement and shown in Exhibit A, except that Subrecipient may adjust the amounts between each line item of Exhibit A without formal modification to this 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 Work, shall not be reimbursable. Subrecipient shall initiate any payment request by submitting invoices to the State in the form and manner set forth and approved by the State. E. Close -Out Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the State all Deliverables (including documentation) as defined in this Agreement and Subrecipient's final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Cover Page for this Agreement due to Subrecipient's failure to submit required documentation, then Subrecipient may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 6. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer than three months, Subrecipient shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar 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 connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Subrecipient's ability to perform its obligations under this Agreement, Subrecipient shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's Principal Representative identified on the Cover Page for this Agreement. C. Performance and Final Status Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. D. Violations Reporting Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance Page 8 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 7. SUBRECIPIENT RECORDS A. Maintenance Subrecipient shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work and the delivery of 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. 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. Page 9 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Subrecipient shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Subrecipient shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State. C. Use, Security, and Retention Subrecipient shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Subrecipient shall provide the State with access, subject to Subrecipient's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Subrecipient shall return State Records provided to Subrecipient or destroy such State Records and certify to the State that it has done so, as directed by the State. If Subrecipient is prevented by law or regulation from returning or destroying State Confidential Information, Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Subrecipient can establish that Subrecipient and its agents, employees, and Subcontractors are not the cause or source of the Incident, Subrecipient shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Subrecipient shall make all modifications as directed by the State. If Subrecipient cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Subrecipient shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at Subrecipient's sole expense, require Subrecipient to engage the services of an independent, qualified, State -approved third party to conduct a security audit. Subrecipient shall provide the State with the results of such audit and evidence of Subrecipient's planned remediation in response to any negative findings. E. Data Protection and Handling Subrecipient shall ensure that all State Records and Work Product in the 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 consistent with §§24-73-101 et seq., C.R.S. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Subrecipient shall not engage in any business or activities or maintain any relationships that conflict in any way with the full performance of the obligations of Subrecipient under this Agreement. Such a conflict of interest would arise when a Subrecipient or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. Page 10 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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. 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 Page 11 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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, etseq., 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 entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this Agreement to the extent not terminated, if any. Page 12 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 a. Obligations and Rights To the extent specified in any termination notice, Subrecipient shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Subrecipient shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement's terms. At the request of the State, Subrecipient shall assign to the State all of Subrecipient's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve property in the possession of Subrecipient but in which the State has an interest. At the State's request, Subrecipient shall return materials owned by the State in Subrecipient's possession at the time of any termination. Subrecipient shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Subrecipient was not in breach or that Subrecipient's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State for any damages sustained by the State in connection with any breach by Subrecipient, and the State may withhold payment to Subrecipient for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Subrecipient is determined. The State may withhold any amount that may be due Subrecipient as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Subrecipient's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Subrecipient to an adjustment in price or cost or an adjustment in the performance schedule. Subrecipient shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Subrecipient after the suspension of performance. b. Withhold Payment Withhold payment to Subrecipient until Subrecipient corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Subrecipient's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Subrecipient's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property 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; Page 13 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 (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. 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 performance of Subrecipient's obligations in this Agreement without the prior written consent of the State. Upon termination Page 14 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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. 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. Page 15 of 45 Version 10/23/19 ATTACHMENT A: I. Modification Contract Number: 25-HTR-ZL-00218 / 491003930 Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Subrecipient's or a Subcontractor's website or any provision incorporated into any click -through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes such taxes on Subrecipient. Subrecipient shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in §16.A, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance 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 Page 16 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State of Colorado, shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at its sole expense, a certificate of authority to transact business in the State of Colorado and designate a registered agent in Colorado to accept service of process. T. 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. E. COMPLIANCE WITH LAW. Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Subrecipient harmless; requires the State to agree to binding arbitration; limits Subrecipient's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Subrecipient hereby certifies and warrants that, during the term of this Agreement and any extensions, Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Subrecipient is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. Page 17 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre -employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within three days if Subrecipient has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Subrecipient participates in the Department program, Subrecipient shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Subrecipient has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Subrecipient fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated, Subrecipient shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement Page 18 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 EXHIBIT A, STATEMENT OF WORK AND BUDGET Project Description* 2024-5304: Expanding Transit Service In Avon Core Federal Awarding Agency Federal Transit Administration (FTA) Federal Regional Contact David Beckhouse Year of Funding and Federal Funding Source FFY 2023 FTA-5304 CFDA Title Metropolitan Transportation Planning and State and Non -Metropolitan Planning and Research Program CFDA # 20.505 FAIN** 1130-2025-3 Federal Award Date** To Be Determined Project End Date March 31, 2027 Subrecipient Avon, Town of UEID # R9Q7L4C1QKK5 Contact Name Jim Shoun Vendor # 2000101 Address 100 Mikaela Way PO Box 975 Avon, CO 81620 Phone # (970) 748-4113 Email jshoun@avon.org Indirect Rate N/A WBS*** 23-04-2031.AVON.441 ALI 44.24.00 Total Project Budget $50,000.00 Federal FTA-5304 Funds (at 80% or less) $40,000.00 Local Funds (at 20% or more) $10,000.00 Total Project Amount Encumbered via this Subaward Agreement $50,000.00 *This is not a research and development grant. **The FAIN and/or Federal Award Date are not available at the time of execution of this Subaward Agreement. This information will be maintained in COTRAMS, CDOT's transit awards management system, and will be provided to Town of Avon there once obtained. ***The WBS numbers may be replaced without changing the amount of the grant at CDOT's discretion. A. Project Description Town of Avon shall use FTA-5304 Funds, along with Local Funds, to complete the Expanding Transit Service In Avon Core project. The project will support the goals of the Statewide Transit Plan. Town of Avon shall retain a qualified firm (vendor) to conduct an enhanced transit service study. Current transit service is stretched to maximum capacity. As the Town's population grows, service will either need to grow with it or the level of service will suffer. This project is expected to include research into expansion and enhancement of existing transit services and development of a plan for expanded route service in the Town of Avon due to increased ridership. The desired outcome of this project is a transit service plan that outlines an expansion plan to keep existing services robust and also serves new communities being built in the Town's core area. The project deliverable will be a final transit service plan. Page 19 of 45 Version 10/23/19 ATTACHMENT A: B. Performance Standards Contract Number: 25-HTR-ZL-00218 / 491003930 1. Project Milestones Milestone Description Original Estimated Completion Date Submit Procurement Concurrence Request (PCR) in COTRAMS for Project Manager Approval 8/1/2025 Submit Purchase Authorization (PA) and solicitation does in COTRAMS for Project Manager Approval 9/1/2025 Submit Initial Reimbursement Request in COTRAMS 12/15/2025 Submit Progress Reports to Project Manager Monthly Take Delivery of (First) Project Deliverable(s) 3/1/2026 Take Delivery of and Accept All Project Deliverable(s) 4/30/2026 Submit Final Reimbursement Request in COTRAMS 6/15/2026 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: March 31, 2027. 2. Performance will be reviewed throughout the duration of this Subaward Agreement. Town of Avon 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 problems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. 3. Town of Avon shall assist CDOT with Disadvantaged Business Enterprise (DBE) reporting to FTA by using the biannual FTA DBE Report in COTRAMS to report: a. Contracts awarded, payments made, and contracts completed between Town of Avon and prime contractors; and b. Contracts awarded, payments made, and contracts completed between Town of Avon's prime contractors and their subcontractors. 4. DBE Program Measure Reports shall be submitted in COTRAMS by Town of Avon on or before the following due dates: a. Quarter 4 —Quarter 1 (for October 1 —March 31) due April 28th; and b. Quarter 2 — Quarter 3 (for April 1 — September 30) due October 281h 5. Town of Avon shall submit all reimbursements and relevant project documents substantiating project completion as a condition of project closeout. C. Project Budget The Total Project Budget is $50,000.00. CDOT will pay no more than 80% of the eligible, actual project costs, up to the maximum amount of $40,000.00. CDOT will retain any remaining balance of the federal share of FTA-5304 Funds. Town of Avon 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 $40,000.00 (80%) and matching Local Funds of $10,000.00 (20%), will be encumbered for this Subaward Agreement. 2. No refund or reduction of the amount of Town of Avon'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. Town of Avon may use eligible federal funds for the Local Funds share, but those funds cannot be from other Federal Department of Transportation (DOT) programs. Town of Avon's share, together with the Federal Funds share, shall be enough to ensure payment of the Total Project Budget. Page 20 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Per the terms of this Subaward Agreement, CDOT will have no obligation to provide state funds for use on this project. CDOT will administer Federal Funds for this project under the terms of this Subaward Agreement, provided that the federal share of FTA funds to be administered by CDOT are made available and remain available. Town of Avon shall initiate and prosecute to completion all actions necessary to enable Town of Avon 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. Procurement Procurement by Town of Avon shall comply with state procurement procedures, the DTR Quick Procurement Guide, as well as FTA's requirements and 2 CFR 200.320. In addition to the state requirements outlined below, state and FTA procedures (where applicable) shall be followed and outlined prior to purchase. 1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE). 2. The second step, and prior to soliciting a vendor, will be to obtain Procurement Concurrence Request (PCR) approval from the CDOT Project Manager through COTRAMS. The request for PCR approval must include a copy of the proposed solicitation documents and the ICE. 3. The third step, and prior to entering into a purchasing agreement or contract with the selected vendor, will be to obtain Purchase Authorization (PA) approval from the CDOT Project Manager through COTRAMS. The request for PA approval must include a copy of the final solicitation documents (e.g. documented quote, quick bid, response(s) to RFP/IFB). 4. Town of Avon shall be responsible for reimbursing the selected vendor within forty-five (45) calendar days after acceptance of the final project deliverable(s). E. Allowable Costs Town of Avon shall agree to adhere to the provisions for allowable and unallowable costs cited in the following regulations: 2 CFR 200.420 through 200.476; FTA C 5010.1E 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 also be considered. F. Reimbursement Eligibility Requests for reimbursement for eligible project costs will be paid to Town of Avon upon submission of a complete reimbursement packet in COTRAMS for those eligible costs incurred during the Subaward Agreement effective dates. Accepted reimbursement packets will include the following completed documents: • Invoice • Proof of Payment • Independent Cost Estimate (ICE) (with the first reimbursement request) • Procurement Concurrence Request (PCR) (with the first reimbursement request) • Purchase Authorization (PA) (with the first reimbursement request) • Project progress report/statement (with periodic/monthly reimbursement requests) • Project deliverable(s) (with the last reimbursement request) Town of Avon shall submit the final request for reimbursement within sixty (60) calendar days of payment of the final invoice to the vendor and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within fifteen (15) calendar days of issuance of the final reimbursement payment. G. Restrictions on Lobbying Town of Avon is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement. Page 21 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 H. Special Conditions 1. Town of Avon shall comply with all requirements imposed by CDOT on Town of Avon 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 Avon shall permit CDOT and their auditors to have access to Town of Avon's records and financial statements as necessary, with reasonable advance notice. 3. Town of Avon shall comply with the record retention requirements outlined in 2 CFR 200.334 and FTA C 5010.1. 4. Except as provided in this Subaward Agreement, Town of Avon shall not be reimbursed for any purchase, issued purchase order, or leased capital equipment prior to the execution of this Subaward Agreement. 5. Town of Avon shall not request reimbursement for costs on this project from more than one Federal Awarding Agency or other federal awards (i.e., no duplicate billing). 6. Town of Avon shall obtain CDOT approval, in writing, if FTA funds are intended to be used for payment of a lease or for third -party contracts. 7. Town of Avon shall provide CDOT with an equity analysis if the project involves choosing a site or location of a facility, in accordance with FTA Circular 4702.1. 8. Town of Avon agrees to work cooperatively with CDOT to market and/or publicize this project as requested by CDOT. Such efforts may include ribbon cuttings, news articles, photos, and/or other media to be attended/responded to/supplied by Town of Avon, as appropriate. 9. Town of Avon shall ensure that it does not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color, national origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of 1964. 10. Town of Avon shall seek to ensure non-discrimination in its programs and activities by developing and maintaining a Title VI Program in accordance with the "Requirements for FTA Subrecipients" in CDOT's Title VI Program Plan and FTA Circular 4702.1, "Title VI Requirements and Guidelines for FTA Recipients." Town of Avon shall also facilitate FTA's compliance with Executive Order 12898 and DOT Order 5610.2(a) by incorporating the principles of environmental justice in planning, project development, and public outreach in accordance with FTA Circular 4703.1 "Environmental Justice Policy Guidance for Federal Transit Administration Recipients." 11. Town of Avon shall ensure that it does or will comply with the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local laws, rules and/or regulations. In any contract utilizing federal funds, land, or other federal aid, Town of Avon 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. 12. Town of Avon shall develop and maintain an Americans with Disabilities Act (ADA) Program in accordance with 28 CFR Part 35, Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA Circular 4710.1, and any additional requirements established by CDOT for FTA Subrecipients. 13. Town of Avon shall agree to maintain documentation that supports compliance with the ADA and produce said documentation to CDOT upon request. 14. Town of Avon 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. Page 22 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 EXHIBIT B, SAMPLE OPTION LETTER State Agency Option Letter Number Department of Transportation Insert the Option Number (e.g. "1" for the first option) Subrecipient Original Agreement Number Insert Subrecipient's Full Legal Name, including "Inc.", Insert CMS number or Other Contract Number of "LLC", etc... the Original Contract Subaward Agreement Amount Option Agreement Number Federal Funds Insert CMS number or Other Contract Number of Maximum Amount (%) $0.00 this Option Agreement Performance Beginning Date Local Funds Local Match Amount (%) $0.00 The later of the Effective Date or Month, Day, Year 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/2.0 of the Original Agreement referenced above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert start date and ending on the current agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or whichever is later. STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director By: Name: Title: Date: In accordance with §24-30-202, C.R.S., this Option Letter is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD Department of Transportation Option Letter Effective Date: Page 23 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 EXHIBIT C, FEDERAL PROVISIONS 1. 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients, including ensuring their subrecipients comply with federal statutes, Award Terms and Conditions, Treasury's Final Rule, and reporting requirements, as applicable. 1.3. Additionally, any subrecipient that issues a subaward to another entity (2nd tier subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and adhere to reporting requirements. 1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. "Award" means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non -Federal Entity receives or administers. 2.1.2. "Entity" means: 2.1.2.1. a Non -Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for -profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non -Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for -profit organization (for 2 CFR part 170 only). 2.1.3. "Executive" means an officer, managing partner or any other employee in a management position. 2.1.4. "Expenditure Category (EC)" means the category of eligible uses as defined by the US Department of Treasury in "Appendix 1 of the Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. 2.1.5. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 Page 24 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 2.1.6. "Grant" means the Grant to which these Federal Provisions are attached. 2.1.7. "Grantee" means the party or parties identified as such in the Grant to which these Federal Provisions are attached. 2.1.8. "Non -Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.9. "Nonprofit Organization" means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.9.2. Is not organized primarily for profit; and 2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.10. "OMB" means the Executive Office of the President, Office of Management and Budget. 2.1.11. "Pass -through Entity" means a non -Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.12. "Prime Recipient" means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.13. "Subaward" means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a Contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.14. "Subrecipient" or "Subgrantee" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. For SLFRF Grants, a subrecipient relationship continues to exist for Expenditure Category 6.1 Revenue Replacement. 2.1.15. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at hqp://www.sam.gov. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; 2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with Page 25 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above -market earnings on deferred compensation which is not tax - qualified; 2.1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.17. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.18. "Unique Entity ID Number" means the Unique Entity ID established by the federal government for a Grantee at https:Hsam.gov/content/home 3. COMPLIANCE. 3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3.2. Per US Treasury Final Award requirements, grantee programs or services must not include terms or conditions that undermine efforts to stop COVID-19 or discourage compliance with recommendations and CDC guidelines. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID SYSTEM (UEI) REQUIREMENTS. 4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Grantee shall review and update SAM information at least annually. 4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update Grantee's information in SAM.gov at least annually. Page 26 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 5. TOTAL COMPENSATION. 5.1. Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if. 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Grantee received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. 5.1.2.3 The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Grantee's obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. If the total award is below $30,000 no reporting required; if more than $30,000 and less than $50,000 then FFATA reporting is required; and, $50,000 and above SURF reporting is required. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in § 11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. [INTENTIONALLY DELETED] Page 27 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non -Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all Agreements and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass -through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with 2 CFR 200.507 (Program - specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. Page 28 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all Subcontractors entered into by it pursuant to this Grant. 12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements that meet the definition of "federally assisted construction Agreement" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60- 1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.2. [Applicable to on -site employees working on government -funded construction, alteration and repair projects.] Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). 12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into an Agreement with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Agreements and Cooperative Agreements," and any implementing regulations issued by the Federal Awarding Agency. Page 29 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Agreements and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal awardees to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A Agreement award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Agreement, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing "Never Contract with the Enemy" in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered Agreements, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 12.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. Page 30 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S. C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part of this Agreement or agreement. 13. CERTIFICATIONS. 13.1. Subrecipient Certification. Subrecipient shall sign a "State of Colorado Agreement with Recipient of Federal Recovery Funds" Certification Form in Exhibit E and submit to State Agency with signed grant agreement. 13.2. Unless prohibited by Federal statutes or regulations, Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass -through Entity, if a Non -Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass -through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; Page 31 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 15.2.3. By the Federal awarding agency or Pass -through Entity with the consent of the Non -Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non -Federal Entity upon sending to the Federal Awarding Agency or Pass - through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass -through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass -through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass -through Entity pursuant to termination provisions included in the Federal Award. Page 32 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES Section 3(1) — No Federal government obligations to third -parties by use of a disclaimer No Federal/State Government Commitment or Liability to Third Parties. Except as the Federal Government or CDOT expressly consents in writing, the Subrecipient agrees that: (1) The Federal Government or CDOT does not and shall not have any commitment or liability related to the Underlying Agreement, to any Third party Participant at any tier, or to any other person or entity that is not a party (FTA, CDOT or the Subrecipient) to the underlying Agreement, and (2) Notwithstanding that the Federal Government or CDOT may have concurred in or approved any Solicitation or Third party Agreement at any tier that may affect the underlying Agreement, the Federal Government and CDOT does not and shall not have any commitment or liability to any Third Party Participant or other entity or person that is not a party (FTA, CDOT, or the Subrecipient) to the underlying Agreement. Section 4(f) — Program fraud and false or fraudulent statements and related acts False or Fraudulent Statements or Claims. (1) Civil Fraud. The Subrecipient acknowledges and agrees that: (a) Federal laws, regulations, and requirements apply to itself and its Agreement, including the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq., and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR part 31. (b) By executing the Agreement, the Subrecipient certifies and affirms to the Federal Government the truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or representation that the Subrecipient provides to the Federal Government and CDOT. (c) The Federal Government and CDOT may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, and other applicable penalties if the Subrecipient presents, submits, or makes available any false, fictitious, or fraudulent information. (2) Criminal Fraud. The Subrecipient acknowledges that 49 U.S.C. § 5323(�(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, leases, third party contracts, arrangements, other third party agreements of any type, and supporting materials related to those records. (b). Retention Period. The Subrecipient agrees to comply with the record retention requirements in the applicable U.S. OT Common Rule. Records pertaining to its Award, the accompanying underlyingAgreement, and any Amendments thereto must be retained from the day the underlying Agreement was signed by the authorized FTA (or State) official through the course of the Award, the accompanying Agreement, and any Amendments thereto until three years after the Subrecipient has submitted its last or final expenditure report, and other pending matters are closed. (c) Access to Recipient and Third party Participant Records. The Subrecipient agrees and assures that each Subrecipient, if any, will agree to: (1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit records and information related to its Award, the accompanying Agreement, and any Amendments thereto to the U.S. Secretary of Transportation or the Secretary's duly authorized representatives, to the Comptroller General of the United States, and the Comptroller General's duly authorized representatives, and to the Subrecipient and each of its Subrecipients, (2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any information related to its Award under the control of the Subrecipient or Third party Participant within books, records, accounts, or other locations, and (3) Otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the applicable U.S. DOT Common Rules. (d) Access to the Sites of Performance. The Subrecipient agrees to permit, and to require its Third party Participants to permit, FTA and CDOT to have access to the sites of performance of its Award, the accompanying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with State and the U.S. DOT Common Rules. (e) Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of the Master Agreement. Page 33 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 3(G) — Federal Changes Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees to comply with all applicable federal requirements and federal guidance. All standards or limits are minimum requirements when those standards or limits are included in the Recipient's Agreement or this Master Agreement. At the time the FTA Authorized Official (or CDOT) awards federal assistance to the Subrecipient in support of the Agreement, the federal requirements and guidance that apply then may be modified from time to time and will apply to the Subrecipient or the accompanying Agreement, except as FTA determines otherwise in writing. 12 — Civil Rights (c) Nondiscrimination — Title VI of the Civil Rights Act. The Subrecipient agrees to, and assures that each Third party Participant, will: (1) Prohibit discrimination on the basis of race, color, or national origin, (2) Comply with: (i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.; (ii) U.S. DOT regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR part 21; and (iii) Federal transit law, specifically 49 U.S.C. § 5332; and (3) Follow: (i) The most recent edition of FTA Circular 4702.1, "Title VI Requirements and Guidelines for Federal Transit Administration Recipients," to the extent consistent with applicable federal laws, regulations, requirements, and guidance; (ii) U.S. DOJ, "Guidelines for the enforcement of Title VI, Civil Rights Act of 1964," 28 CFR § 50.3; and (iii) All other applicable federal guidance that may be issued. (d) Equal Employment Opportunity. (1) Federal Requirements and Guidance. The Subrecipient agrees to, and assures that each Third Party Participant will prohibit discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin, and: (i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.; (ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.; (iii) Facilitate compliance with Executive Order No. 11246, "Equal Employment Opportunity" September 24, 1965 (42 U.S.C. § 2000e note), as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs; (iv) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of the Master Agreement; (v) FTA Circular 4704.1 "Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients;" and (vi) Follow other federal guidance pertaining to EEO laws, regulations, and requirements. (2). Specifics. The Subrecipient agrees to, and assures that each Third Party Participant will: (i) Affirmative Action. Take affirmative action that includes, but is not limited to: (A) Recruitment advertising, recruitment, and employment; (B) Rates of pay and other forms of compensation; (C) Selection for training, including apprenticeship, and upgrading; and (D) Transfers, demotions, layoffs, and terminations; but (ii) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of "Employer," and (3) Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking "construction" as recognized by the U.S. Department of Labor (U.S. DOL), with: (i) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR chapter 60; and (ii) Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. (h) Nondiscrimination on the Basis of Disability. The Subrecipient agrees to complywith the following federal prohibitions against discrimination on the basis of disability: (1) Federal laws, including: Page 34 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 (i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs, Projects, or activities; (ii) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: (A) For FTA Recipients generally, Titles I, 11, and III of the ADA apply; but (B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of "employer;" (iii) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; (iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination; and (v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance, including: (i) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR part 37; (ii) U.S. DOT regulations, `Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 CFR part 27; (iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR part 1192 and 49 CFR part 38; (iv) U.S. DOT regulations, "Transportation for Individuals with Disabilities: Passenger Vessels," 49 CFR part 39; (v) U.S. DOJ regulations, `Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 CFR part 35; (vi) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 CFR part 36; (vii) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR part 1630; (viii) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities," 47 CFR part 64, Subpart F; (ix) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 CFR part 1194; (x) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 CFR part 609; (x) FTA Circular 4710.1, "Americans with Disabilities Act: Guidance;" and (xi) Other applicable federal civil rights and nondiscrimination regulations and guidance. Incorporation of FTA Terms — 16.a. (a) Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees: (1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements; (2) To comply with the applicable U.S. DOT Common Rules; and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, "Third Party 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, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6321 et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, "Requirements for Energy Assessments," 49 CFR part 622, subpart C. Page 35 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Applicable to Awards exceeding $10,000 Section 11. Right of the Federal Government to Terminate. (a) Justification. After providing written notice to the Subrecipient, the Subrecipient agrees that the Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the Award i£ (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 Project or related activities and each Project or related activities funded with "no year" funds can receive FTA assistance to the extent FTA deems appropriate. Applicable to Awards exceeding $25,000 From Section 4. Ethics. (a) Debarment and Suspension. The Subrecipient agrees to the following: (1) It will comply with the following requirements of 2 CFR part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR part 1200. (2) It will not enter into any "covered transaction" (as that phrase is defined at 2 CFR §§ 180.220 and 1200.220) with any Third Party Participant that is, or whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by- (i) U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 CFR part 1200; (ii) U.S. OMB regulatory guidance, "Guidelines to Agencies on Government -wide Debarment and Suspension (Nonprocurement)," 2 CFR part 180; and (iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended Subrecipients or Third Party Participants. (3) It will review the U.S. GSA "System for Award Management — Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs," if required by U.S. DOT regulations, 2 CFR part 1200. (4) It will that its Third Party Agreements contain provisions necessary to flow down these suspension and debarment provisions to all lower tier covered transactions. (5) If the Subrecipient suspends, debars, or takes any similar action against a Third Party Participant or individual, the Subrecipient will provide immediate written notice to the: (i) FTA Regional Counsel for the Region in which the Subrecipient is located or implements the underlying Agreement, (ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or (iii) FTA Chief Counsel. Applicable to Awards exceeding the simplified acquisition threshold ($100,000-see Note) Note: Applicable when tangible property or construction will be acquired Section 15. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA's U.S. domestic preference requirements and follow federal guidance, including: Buy America. The domestic preference procurement requirements of 49 U.S.C. § 53230), and FTA regulations, "Buy America Requirements," 49 CFR part 661, to the extent consistent with 49 U.S.C. § 53230). Page 36 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Section 39. Disputes, Breaches, Defaults, and Litigation. (a) FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or disagreement involving the Award, the accompanying underlying Agreement, and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise. (b) Notification to FTA; Flow Down Requirement. If a current or prospective legal matter that may affect the Federal Government emerges, the Subrecipient must promptly notify the FTA Chief Counseland FTA Regional Counsel for the Region in which the Subrecipient is located. The Subrecipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a "covered transaction" according to 2 C.F.R. §§ 180.220 and 1200.220. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government's interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government's administration or enforcement of federal laws, regulations, and requirements. (3) Additional Notice to U.S. DOTInspector General. The Subrecipient must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Subrecipient is located, if the Subrecipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Subrecipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Participant of the Subrecipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Subrecipient. In this paragraph, "promptly" means to refer information without delay and without change. This notification provision applies to all divisions of the Subrecipient, including divisions tasked with law enforcement or investigatory functions. (c) Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for the Agreement. Notwithstanding the preceding sentence, the Subrecipient may return all liquidated damages it receives to its Award Budget for its Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Subrecipient receives FTA's prior written concurrence. (d) Enforcement. The Subrecipient must pursue its legal rights and remedies available under any third party agreement, or any federal, state, or local law or regulation. Applicable to Awards exceeding $100,000 by Statute From Section 4. Ethics. a. Lobbying Restrictions. The Subrecipient agrees that neither it nor any Third Party Participant will use federal assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a member of Congress, or officer or employee of Congress on matters that involve the underlying Agreement, including any extension or modification, according to the following: (1) Laws, Regulations, Requirements, and Guidance. This includes: (i) The Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352, as amended; (ii) U.S. DOT regulations, "New Restrictions on Lobbying," 49 CFR part 20, to the extent consistent with 31 U.S.C. § 1352, as amended; and (iii) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal assistance for any activity concerning legislation or appropriations designed to influence the U.S. Congress or a state legislature; and (2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such lobbying activities described above may be undertaken through the Subrecipient's or Subrecipient's proper official channels. Page 37 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 Section 26. Environmental Protections — Clean Air and Clean Water (d) Other Environmental Federal Laws. The Subrecipient agrees to comply or facilitate compliance, and assures that its Third Parry 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, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to "Protection of Wetlands," and Executive Order No. 11988, as amended, "Floodplain Management." Applicable with the Transfer of Property or Persons Section 15. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to comply with FTA's U.S. domestic preference requirements and follow federal guidance, including: (a) Buy America. The domestic preference procurement requirements of 49 U.S.C. § 53230), and FTA regulations, `Buy America Requirements," 49 CFR part 661, to the extent consistent with 49 U.S.C. § 53230); (c) Cargo Preference. Preference — Use of United States -Flag Vessels. The shipping requirements of 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, "Cargo Preference — U.S.-Flag Vessels," 46 CFR part 381; and (d) Fly America. The air transportation requirements of Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services Administration (U.S. GSA) regulations, "Use of United States Flag Air Carriers," 41 CFR §§ 301-10.131 — 301-10.143. Applicable to Construction Activities Section 24. Employee Protections. a. Awards Involving Construction. The Subrecipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the underlying Agreement, including the: (1) Prevailing Wage Requirements of- (i) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA's "Davis -Bacon Related Act"); (ii) The Davis -Bacon Act, 40 U.S.C. §§ 3141 — 3144, 3146, and 3147; and (iii) U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 CFR part 5. (2) Wage and Hour Requirements of- (i) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq.; and (ii) U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 CFR part 5. (3) "Anti -Kickback" Prohibitions of- (i) Section 1 of the Copeland "Anti -Kickback" Act, as amended, 18 U.S.C. § 874; (ii) Section 2 of the Copeland "Anti -Kickback" Act, as amended, 40 U.S.C. § 3145; and (iii) U.S. DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States," 29 CFR part 3. (4) Construction Site Safety of: (i) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq.; and (ii) U.S. DOL regulations, "Recording and Reporting Occupational Injuries and Illnesses," 29 CFR part 1904; "Occupational Safety and Health Standards," 29 CFR part 1910; and "Safety and Health Regulations for Construction," 29 CFR part 1926. Page 38 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 From Section 16 (n) Bonding. The Subrecipient agrees to comply with the following bonding requirements and restrictions as provided in federal regulations and guidance: (1) Construction. As provided in federal regulations and modified by FTA guidance, for each Project or related activities implementing the Agreement that involve construction, it will provide bid guarantee bonds, contract performance bonds, and payment bonds. (2) Activities Not Involving Construction. For each Projector related activities implementing the Agreement not involving construction, the Subrecipient will not impose excessive bonding and will follow FTA guidance. From Section 23 (b) Seismic Safety. The Subrecipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. § 7701 et seq., and U.S. DOT regulations, "Seismic Safety," 49 CFR part 41, specifically, 49 CFR § 41.117. Section 12 Civil Rights D(3) Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking "construction" as recognized by the U.S. Department of Labor (U.S. DOL), with: (i.) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR chapter 60, and (ii) Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. Applicable to Nonconstruction Activities From Section 24. Employee Protections (b) Awards Not Involving Construction. The Subrecipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing wage and hour protections for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 CFR part 5. Applicable to Transit Operations a. Public Transportation Employee Protective Arrangements. As a condition of award of federal assistance appropriated or made available for FTA programs involving public transportation operations, the Subrecipient agrees to comply and assures that each Third Party Participant will comply with the following employee protective arrangements of 49 U.S.C. § 5333(b): (1) U.S. DOL Certification. When its Awarded, the accompanying Agreement, or any Amendments thereto involve public transportation operations and are supported with federal assistance appropriated or made available for 49 U.S.C. §§ 5307 — 5312, 5316, 5318, 5323(a)(1), 5323(b), 5323(d), 5328, 5337, 5338(b), or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal Government, U.S. DOL must provide a certification of employee protective arrangements before FTA may provide federal assistance for that Award. The Subrecipient agrees that the certification issued by U.S. DOL is a condition of the underlying Agreement and that the Subrecipient must comply with its terms and conditions. (2) Special Warranty. When its Agreement involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The Subrecipient agrees that its U.S. DOL Special Warranty is a condition of the underlying Agreement and the Subrecipient must comply with its terms and conditions. (3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310. The Subrecipient agrees, and assures that any Third Party Participant providing public transportation operations will agree, that although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317, FTA has determined that it was not "necessary or 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. Page 39 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 CFR part 604, any other Federal Charter Service regulations, federal requirements, or federal guidance. (b) Exceptions. Apart from exceptions to the Charter Service restrictions in FTA's Charter Service regulations, FTA has established the following additional exceptions to those restrictions: (1) FTA's Charter Service restrictions do not apply to equipment or facilities supported with federal assistance appropriated or made available for 49 U.S.C. § 5307 to support a Job Access and Reverse Commute (JARC)- type Project or related activities that would have been eligible for assistance under repealed 49 U.S.C. § 5316 in effect in Fiscal Year 2012 or a previous fiscal year, provided that the Subrecipient uses that federal assistance for FTA program purposes only, and (2) FTA's Charter Service restrictions do not apply to equipment or facilities supported with the federal assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom -type Project or related activities that would have been eligible for federal assistance under repealed 49 U.S.C. § 5317 in effect in Fiscal Year 2012 or a previous fiscal year, provided the Subrecipient uses that federal assistance for program purposes only. (c) Violations. If it or any Third Party Participant engages in a 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 CFR part 604, appendix D, or barring it or the Third Party Participant from receiving federal assistance provided in 49 U.S.C. chapter 53, 23 U.S.C. § 133, or 23 U.S.C. § 142. Section 29. School Bus Operations. (a) Prohibitions. The Subrecipient agrees that neither it nor any Third Party 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 CFR part 605, and any other applicable federal "School Bus Operations" laws, regulations, federal requirements, or applicable federal guidance. (b) Violations. If a Subrecipient or any Third Party Participant has operated school bus service in violation of FTA's School Bus laws, regulations, or requirements, FTA may require the Subrecipient or Third Party Participant to take such remedial measures as FTA considers appropriate, or bar the Subrecipient or Third Party Participant from receiving federal transit assistance. From Section 35 Substance Abuse c. Alcohol Misuse and Prohibited Drug Use. (1) Requirements. The Subrecipient agrees to comply and assures that its Third Party Participants will comply with: (i) Federal transit laws, specifically 49 U.S.C. § 5331; (ii) FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 CFR part 655; and (iii) Applicable provisions of U.S. DOT regulations, "Procedures for Transportation Workplace Drug and Alcohol Testing Programs," 49 CFR part 40. (2) Remedies for Non -Compliance. The Subrecipient agrees that if FTA determines that the Subrecipient or a Third Party Participant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49 CFR part 655, the Federal Transit Administrator may bar that Subrecipient or Third Party Participant from receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive. Applicable to Planninz, Research, Development, and Documentation Proiects Section 17. Patent Rights. a. General. The Subrecipient agrees that: (1) Depending on the nature of the Agreement, the Federal Government may acquire patent rights when the Subrecipient or Third Party Participant produces a patented or patentable invention, improvement, or discovery; (2) The Federal Government's rights arise when the patent or patentable information is conceived or reduced to practice with federal assistance provided through the underlying Agreement; or (3) When a patent is issued or patented information becomes available as described in the preceding section 17(a)(2) of this Master Agreement, the Subrecipient will notify FTA immediately and provide a detailed report satisfactory to FTA. Page 40 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 determined as provided in applicable federal laws, regulations, requirements, and guidance, including any waiver thereof, and (2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any Third Party Participant as a large business, small business, state government, state instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, or individual, the Subrecipient will transmit the Federal Government's patent rights to FTA, as specified in 35 U.S.C. § 200 et seq., and U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 CFR part 401. c. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Agreement are program income and must be used in compliance with applicable federal requirements. Section 18. Rights in Data and Copyrights. (a) Definition of "Subject Data. " As used in this section, "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Agreement. Examples of "subject data" include, but are not limited to computer software, standards, 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 underlying Agreement. (b) General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Agreement: (1) Prohibitions. The Subrecipient may not publish or reproduce any subject data, in whole, in part, or in any manner or form, or permit others to do so. (2) Exceptions. The prohibitions do not apply to publications or reproductions for the Subrecipient's own internal use, an institution of higher learning, the portion of subject data that the Federal Government has previously released or approved for release to the public, or the portion of data that has the Federal Government's prior written consent for release. (c) Federal Rights in Data and Copyrights. The Subrecipient agrees that: (1) General. It must provide a license to its "subject data" to the Federal Government that is royalty -free, non- exclusive, and irrevocable. The Federal Government's license must permit the Federal Government to reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject data provided those actions are taken for Federal Government purposes, and (2) U.S. DOT Public Access Plan — Copyright License. The Subrecipient grants to U.S. DOT a worldwide, non- exclusive, non -transferable, paid -up, royalty -free copyright license, including all rights under copyright, to any and all Publications and Digital Data Sets as such terms are defined in the U.S. DOT Public Access plan, resulting from scientific research funded either fully or partially by this funding agreement. The Subrecipient herein acknowledges that the above copyright license grant is first in time to any and all other grants of a copyright license to such Publications and/or Digital Data Sets, and that U.S. DOT shall have priority over any other claim of exclusive copyright to the same. (d) Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical Assistance, and Special Studies Programs. In general, FTA's purpose in providing federal assistance for a research, development, demonstration, deployment, technical assistance, or special studies program is to increase transportation knowledge, rather than limit the benefits of the Award to the Subrecipient and its Third Party Participants. Therefore, the Subrecipient agrees that: (1) Publicly Available Report. When an Award providing federal assistance for any of the programs described above is completed, it must provide a report of the Agreement that FTA may 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. Page 41 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 (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. (f) Hold Harmless. Upon request by the Federal Government, the Subrecipient agrees that if it intentionally violates any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify, save, and hold harmless against any liability, including costs and expenses of the Federal Government's officers, employees, and agents acting within the scope of their official duties. The Subrecipient will not be required to indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by applicable state law. (g) Restrictions on Access to Patent Rights. Nothing in this section of this Master Agreement (FTA MA(23)) pertaining to rights in data either implies a license to the Federal Government under any patent, or may be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. (h) Data Developed Without Federal Assistance or Support. The Subrecipient agrees that in certain circumstances it may need to provide to FTA data developed without any federal assistance or support. Nevertheless, this section generally does not apply to data developed without federal assistance, even though that data may have been used in connection with the Award. The Subrecipient agrees that the Federal Government will not be able to protect data developed without federal assistance from unauthorized disclosure unless that data is clearly marked "Proprietary," or "Confidential." (i) Requirements to Release Data. The Subrecipient understands and agrees that the Federal Government may be required to release data and information the Subrecipient submits to the Federal Government as required under: (1). The Freedom of Information Act (FOIA), 5 U.S.C. § 552, (2) The U.S. DOT Common Rules, (3) U.S. DOT Public Access Plan, which provides that the Subrecipient agrees to satisfy the reporting and compliance requirements as set forth in the U.S. DOT Public Access plan, including, but not limited to, the submission and approval of a Data Management Plan, the use of Open Researcher and Contributor ID (ORCID) numbers, the creation and maintenance of a Research Project record in the Transportation Research Board's (TRB) Research in Progress (RiP) database, and the timely and complete submission of all required publications and associated digital data sets as such terms are defined in the DOT Public Access plan. Additional information about how to comply with the requirements can be found at: http://ntl.bts.gov/publicaccess/howtocomply.html, or (4) Other federal laws, regulations, requirements, and guidance concerning access to records pertaining to the Award, the accompanying Agreement, and any Amendments thereto. Miscellaneous Special Requirements From Section 12. Civil Rights. (e) Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws, regulations, or requirements, the Subrecipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as "Disadvantaged Business Enterprises" (DBEs), in the Agreement as follows: (1) Statutory and Regulatory Requirements. The Subrecipient agrees to comply with: (i) Section 11101(e) of IIJA; (ii) U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs," 49 CFR part 26; and (iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement. (2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating assistance and that will award prime third party contracts exceeding $250,000 the requirements of 49 CFR part 26. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that: (i) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 CFR part 26; and Page 42 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 (ii) Reporting TVM Awards. Within 30 days of any third party contract award for a vehicle purchase, the Subrecipient must submit to FTA the name of the TVM contractor and the total dollar value of the third party contract, and notify FTA that this information has been attached to FTA's electronic award management system. The Subrecipient must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing. (4) Assurance. As required by 49 CFR § 26.13(a): (i) Recipient Assurance. The Subrecipient agrees and assures that: (A) It must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT -assisted contract, or in the administration of its DBE program or the requirements of 49 CFR part 26; (B) It must take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of U.S. DOT -assisted contracts; (C) Its DBE program, as required under 49 CFR part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement; and (D) Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of this Master Agreement. (ii) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Subrecipient agrees and assures that it will include the following assurance in each subagreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs: (A) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT -assisted subagreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 CFR part 26; (B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of U.S. DOT -assisted subagreements, third party contracts, and third party subcontracts, as applicable; (C) Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of subparagraph 12.e(4)(b) (of FTA MA(23)) is a material breach of their subagreement, third party contract, or third party subcontract, as applicable; and (D) The following remedies, or such other remedy as the Subrecipient deems appropriate, include, but are not limited to, withholding monthly progress payments; assessing sanctions; 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 CFR part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq. From Section 12. Civil Rights. (h) Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following federal prohibitions against discrimination on the basis of disability: (1) Federal laws, including: (i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs, Projects, or activities; (ii) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: (A) For FTA Recipients generally, Titles I, II, and III of the ADA apply,;but (B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of "employer;" (iii) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; (iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination; and (v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. Page 43 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 (2) Federal regulations and guidance, including: (i) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR part 37; (ii) U.S. DOT regulations, `Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 CFR part 27; (iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR part 1192 and 49 CFR part 38; (iv) U.S. DOT regulations, "Transportation for Individuals with Disabilities: Passenger Vessels," 49 CFR part 39; (v) U.S. DOJ regulations, `Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 CFR part 35; (vi) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 CFR part 36; (vii)U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR part 1630; (viii) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities," 47 CFR part 64, Subpart F; (ix) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 CFR part 1194; (x) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 CFR part 609, (xi) FTA Circular 4710.1, "Americans with Disabilities Act: Guidance;" and (xii)Other applicable federal civil rights and nondiscrimination regulations and guidance. Section 16. Procurement. (a) Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees: (1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements; (2) To comply with the applicable U.S. DOT Common Rules; and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, "Third Party Contracting Guidance," to the extent consistent with applicable federal laws, regulations, 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. Page 44 of 45 Version 10/23/19 ATTACHMENT A: Contract Number: 25-HTR-ZL-00218 / 491003930 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 be ore 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. Page 45 of 45 Version 10/23/19 TO: Honorable Mayor Underwood and Council Members FROM: Matt Pielsticker, Community Development Director RE: Resolution 25-10, Accepting Conveyance of Tract H1 and Tract I Avon DATE: May 29, 2025 A ITTIII� SUMMARY: Council is asked to approve Resolution 25-10 ("Attachment A") on Consent Agenda. Approving this Resolution accepts the conveyance of Tract H1 and Tract I by Special Warranty deeds "Attachment B"). Tract H1 includes portions of East Beaver Creek Boulevard, which was constructed in 2022. Tract I includes Cresent Hill road, constructed in 2024. The Consolidated, Amended and Restated Annexation and Development Agreement ("CARADA") provides in Section 3.3(b)(iii) that public roads can be conveyed by dedication on a plat or by special warranty deed. These road segments are first conveyed to Traer Creek Metropolitan District, then conveyed from Traer Creek Metropolitan District to the Town of Avon. This sequence works with requirements of the bond issuance by Traer Creek Metropolitan District and for warranty of the roadways. 970-748-4413 matt@avon.org RECOMMENDATION: I recommend Council approve of Resolution 25-10 on Consent Agenda. The title exceptions and exclusions have been reviewed by legal staff and all matters are in order for action and acceptance. PROPOSED MOTION: "I move to approve the Resolution 25-10, accepting the conveyance of Tract H1 and Tract I from Traer Creek Metropolitan District to the Town of Avon." Thank you, Matt ATTACHMENTA: Resolution 25-10 ATTACHMENT B: Special Warranty Deeds ATTACHMENT C: Title Exception Report Page 2 of 2 ATTACHMENT A A .von COLORADO RESOLUTION 25-10 APPROVING CONVEYANCE OF TRACT HI AND TRACT I FROM TRAER CREEK METROPOLITAN DISTRICT TO THE TOWN OF AVON WHEREAS, Traer Creek Metropolitan District has prepared a Special Warranty Deed for the conveyance of property to the Town of Avon; and WHEREAS, the Town of Avon has the authority to accept real property pursuant to Avon's Home Rule Charter, Sections 2.1(b) and 4.9, Colorado Revised Statue §31-15-101(1)(d), and other applicable authority; and WHEREAS, The Avon Town Council finds that the acceptance of the following property will provide for orderly development and circulation of pedestrian and vehicular traffic through Town: Tract H1, Fourth Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, the Plat of which was recorded March 13, 2024, at Reception No. 202402670; Tract I, Fourth Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, the Plat of which was recorded March 13, 2024, at Reception No. 202402670;and WHEREAS, The Avon Town Council finds that the acceptance of the following property will promote the health, safety and general welfare of the Avon Community: NOW, THEREFORE, BE IT RESOLVED BY THE TOWN OF AVON, the Avon Town Council hereby accepts conveyance of Tract H1 and Tract I by Special Warranty Deed. ADOPTED JUNE 10, 2025 by the AVON TOWN COUNCIL By: Attest: Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk Resolution 25-10 June 10, 2025 Page 1 of 1 ATTACHMENT B After recording return to: Town of Avon Attn: Avon Town Clerk P.O. Box 975 No Documentary Fee Required 100 Mikaela Way Exempt under C.R.S. 39-13-102(2)(a) Avon, Colorado 81620 (Consideration less than $500.00) SPECIAL WARRANTY DEED (Tract H1) THIS DEED, dated May , 2025, is made between TRAER CREEK METROPOLITAN DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado ("Grantor"), and the TOWN OF AVON, a Colorado home rule municipality ("Grantee"), whose address is P.O. Box 975, 100 Mikaela Way, Avon, Colorado 81620. WITNESS, that Grantor, for and in consideration of the sum of $10.00, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto Grantee, its successors and assigns forever, all the real property, together with improvements, if any, situated, lying and being in the County of Eagle and State of Colorado, described as follows: See Exhibit A, attached hereto and incorporated herein by this reference (the "Property") TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances BUT EXCEPTING AND EXCLUDING all of those certain rights and privileges related to the Property set forth on Exhibit B, attached hereto and incorporated herein by this reference (the "Exclusions"); TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, but EXCEPTING AND EXCLUDING the Exclusions, unto Grantee, its successors and assigns forever. Grantor does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of Grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under Grantor, except for those items listed on Exhibit C, attached hereto and incorporated herein by this reference (the "Title Warranty Exceptions"). [Signature and notary on following page] 4798362.3 IN WITNESS WHEREOF, the Grantor has hereunto set its hands the day and year first above written. GRANTOR: TRAER CREEK METROPOLITAN DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado By: Print Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of May, 2025, by , as the of the Traer Creek Metropolitan District. Witness my hand and official seal. My commission expires: Notary Public Signature Page to Special Warranty Deed 4798362.3 Exhibit A LEGAL DESCRIPTION OF PROPERTY Tract H1, Fourth Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, the Plat of which was recorded March 13, 2024, at Reception No. 202402670 Town of Avon County of Eagle State of Colorado A-1 4798362.3 Exhibit B EXCLUSIONS A. Any and all right, title and interest in and to subsurface estates and mineral rights located in, upon and/or under the Property, including, without limitation, any rights to explore for and/or extract, or to be paid royalties in connection therewith, oil, natural gas, and hydrocarbon products; provided however, that Grantor, on behalf of itself, its successors and assigns, and any party acting by, through or on behalf of Grantor, irrevocably waives and relinquishes any and all rights to enter upon or utilize the surface of the Property to a depth five hundred (500) feet below the finished grade of the Property in any manner for the purpose of exploring for, extracting or developing the foregoing reserved mineral rights; and further provided, that Grantor and its successors or assigns, and any party acting by, through or on behalf of Grantor, will not undermine the lateral and subjacent support of the surface of the Property or any improvements located thereon in connection with their respective exploration, extraction or development of the foregoing reserved mineral rights; B. To the extent appurtenant to or historically used in connection with the Property, any and all right, title and interest in and to tributary, nontributary and not-nontributary water rights that Grantor or its parents or affiliates, including, but not limited to, Traer Creek LLC and Traer Creek -RP LLC, own or may own, whether decreed or undecreed, including, without limitation, all groundwater underlying the Property, all surface water located within or used in connection with the Property, and/or ditch shares or ditch rights used in connection with the Property. C. Any legal entitlement of Grantor or any parent or affiliate of Grantor, including, but not limited to, affiliates Traer Creek LLC and Traer Creek -RP LLC, to collect reimbursement or other payment (but this exclusion is limited to reimbursement or other payment and does not exclude other rights or benefits) arising out of permits, entitlements, approvals and other privileges now existing or hereafter entered into and inuring to the benefit of the Property for qualified public improvements that have been, or are to be, either constructed within the Property or anywhere else within The Village (at Avon), or otherwise constructed in connection with development of the Property and located anywhere within The Village (at Avon), as the same may be amended, reissued, or otherwise modified from time to time, including, without limitation, the following: (1) that certain Incremental Sewer Tap Fee Agreement recorded December 7, 1998, at Reception No. 679009 and Resolution recorded December 26, 2001, at Reception No. 780922 of the Eagle County, Colorado real property records, and all amounts payable and receivable thereunder; (2) that certain Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) recorded August 1, 2014 at Reception No. 201412777 of the Eagle County, Colorado real property records (together with all future amendments thereto, the "CARADA"), and, including, without limitation, all agreements related to developer advances for infrastructure improvements and all amounts payable and receivable thereunder; and (3) that certain Notice of Water Service Agreements recorded November 15, 1999, at Reception No. 714779 and Resolution recorded December 26, 2001, at Reception No. 780923 of the Eagle County, Colorado real property records, and all amounts payable and receivable thereunder. B-1 4798362.3 D. Any legal entitlement of Grantor or any parent or affiliate of Grantor, including, but not limited to, affiliates Traer Creek LLC and Traer Creek -RP LLC, to exercise declarant or other development approval rights or to collect reimbursement or other payments (but this exclusion is limited to exercise of declarant and other development approval rights and to collect reimbursements or other payments and does not exclude other rights or benefits) with respect to the Property or the remaining portions of The Village (at Avon), as the same may be amended, reissued, or otherwise modified from time to time, including, without limitation, the following: (1) that certain Declaration of Master Design Review Covenants for The Village (at Avon) recorded May 8, 2002 at Reception No. 795011, as amended by First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded June 10, 2008 at Reception No. 200812112, Assignment of Declarant's Rights recorded August 24, 2009 at Reception No. 200918640, and Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded September 16, 2010 at Reception No. 201018341 of the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (2) that certain Easements with Covenants and Restrictions Affecting Land recorded May 8, 2002 at Reception No. 795009, as amended by Amendment to Easements with Covenants and Conditions Affecting Land recorded July 7, 2003 at Reception No.839304, Second Amendment to Easements with Covenants and Conditions Affecting Land recorded October 31, 2008 at Reception No. 200823449, and Third Amendment to Easements with Covenants and Conditions Affecting Land recorded August 13, 2010 at Reception No. 201015934 of the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (3) that certain Amended and Restated Declaration of Covenants for the Village (at Avon) Commercial Areas recorded on May 29, 2019 at Reception No. 201907781, First Amendment thereto recorded August 15, 2019 at Reception No. 201913096, Second Amendment thereto recorded October 1, 2020 at Reception No. 202017385, and the Third Amendment thereto recorded September 12, 2024 at Reception No. 202410726 in the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (4) that certain Amended and Restated Conveyance of Roadways, Parkland and Easement recorded January 27, 2005 at Reception No. 904568, First Amendment recorded June 7, 2013 at Reception No. 201311801, Second Amendment recorded August 15, 2013 at Reception No. 201316728, and Partial Assignment of Amended and Restated Conveyance of Roadways, Parkland and Easements recorded August 1, 2014, at Reception No. 201412795 of the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (5) that certain Consolidated Amended and Restated Annexation and Development Agreement recorded August 1, 2014 at Reception No. 201412777 of the Eagle County, Colorado real property records, together with all future amendments thereto; (6) All matters shown on the Final Plat, The Village (at Avon) Filing 1, recorded May 8, 2002 at Reception No. 795007; Amended Final Plat, The Village (at Avon) Filing 1, recorded November 18, 2004 at Reception No. 898173; Second Amended Final Plat, B-2 4798362.3 The Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded August 1, 2014 at Reception No. 201412782; Third Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 recorded August 15, 2019 at Reception No. 201913092; and Fourth Amended Final Plat, Amended Final Plat, the Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded March 13, 2024 at Reception No. 202402670; (7) The Village (at Avon) Second Amended and Restated PUD Guide, as approved by Town of Avon Ordinance 18-14, Approving A Final PUD Application, An Amendment to the Village (at Avon) Planned Unit Development (PUD) recorded October 10, 2018 at Reception No. 201817341 (together with all amendments thereto, collectively the "PUD Guide"); and (8) Public Improvements Agreement (East Beaver Creek Boulevard Phase II) dated August 23, 2023, and recorded August 24, 2023 at Reception no. 202311739. E. Grantor expressly reserves for the exclusive benefit of Traer Creek LLC the exclusive right to install, own, operate, maintain, repair and control access to all conduit, sleeving for, and the installations contained within the Property, telephone, fiber optic, and similar "dry" utilities located or to be located within the Property; provided, however that such activities shall be coordinated with the Town of Avon and all such dry utilities shall be located in such a manner as to comply with Town requirements regarding separation from public utilities located or to be located within the Property. F. Except as allocated to the Property by Traer Creek LLC, as Master Developer, and the Town of Avon, by separate instrument, any right to "potable water allocation" and "raw (non - potable) water allocation" from the Water Bank pursuant to and in accordance with Section 3.4 of the CARADA. Any excess portion of such allocation shall be returned to the Water Bank pursuant to Section 3.4(b) of the CARADA. G. Any and all tangible personal property that Grantor owns, leases or in which Grantor otherwise has an interest, and which is presently located on the Property, if any. B-3 4798362.3 Exhibit C TITLE WARRANTY EXCEPTIONS Taxes and assessments for the year 2024 and subsequent years, a lien, but not yet due or payable. Water rights and claims of title to water in, on or under the Property. Incremental Sewer Tap Fee Agreement recorded December 7, 1998, at Reception No. 679009 and Resolution of the Traer Creek Metropolitan District, Town of Avon, Eagle County, Colorado, Regarding the Establishment of Incremental Sewer Tap Fees for Residential and Commercial Properties recorded December 26, 2001, at Reception No. 780922. Notice of Water Service Agreements recorded November 15, 1999, at Reception No. 714779 and Resolution of the Traer Creek Metropolitan District, Town of Avon, Eagle County, Colorado, Regarding the Establishment of a Water Development Fee for Residential and Commercial Properties recorded December 26, 2001, at Reception No. 780923. Final Plat of The Village (at Avon) Filing 1, recorded May 8, 2002 at Reception No. 795007; Amended Final Plat, The Village (at Avon) Filing 1, recorded November 18, 2004 at Reception No. 898173; Second Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded August 1, 2014 at Reception No. 201412782; Third Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 recorded August 15, 2019 at Reception No. 201913092; and Fourth Amended Final Plat, The Village (at Avon) Filing 1, recorded on March 13, 2024 at Reception No. 202402670. Easements with Covenants and Restrictions Affecting Land recorded May 8, 2002 at Reception No. 795009, Amendment to Easements with Covenants and Conditions Affecting Land recorded July 7, 2003 at Reception No. 839304, Second Amendment to Easements with Covenants and Conditions Affecting Land recorded October 31, 2008 at Reception No. 200823449, and Third Amendment to Easements with Covenants and Conditions Affecting Land recorded August 13, 2010 at Reception No. 201015934. Declaration of Master Design Review Covenants for The Village (at Avon) recorded May 8, 2002 at Reception No. 795011, First Amendment recorded June 10, 2008 at Reception No. 200812112, Assignment of Declarant's Rights recorded August 24, 2009 at Reception No. 200918640, and Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded September 16, 2010 at Reception No. 201018341. Amended and Restated Declaration of Covenants for The Village (at Avon) Commercial Areas recorded May 29, 2019 at Reception No. 201907781, First Amendment thereto recorded August 15, 2019 at Reception No. 201913096, Second Amendment thereto recorded October 1, 2020 at Reception No. 202017385, Third Amendment thereto recorded September 12, 2024 at Reception No. 202410726 and Amended and Restated Notice of Fees and Delinquency Costs recorded August 15, 2019 at Reception No. 201913098 and First Amendment thereto recorded October 1, 2020 at Reception No.202017387. C-1 4798362.3 Radius Declaration recorded May 8, 2002, at Reception No. 795018 and the Amended and Restated Radius Declaration recorded January 24, 2003, at Reception No. 821384, and First Amendment thereto recorded October 31, 2008, at Reception No. 200823450. Amended and Restated Conveyance of Roadways, Parkland and Easements recorded January 27, 2005, at Reception No. 904568, First Amendment recorded June 7, 2013, at Reception No. 201311801, Second Amendment recorded August 15, 2013, at Reception No. 201316728 and Partial Assignment of Amended and Restated Conveyance of Roadways, Parkland and Easements recorded August 1, 2014, at Reception No. 201412795. Ordinance 18-14 Approving A Final PUD Application, An Amendment To The Village (At Avon) Planned Unit Development (PUD) recorded October 10, 2018, at Reception No. 201817341, which ordinance approves The Village (at Avon) Second Amended and Restated PUD Guide. Sewer Easement Agreements recorded January 2, 2019, at Reception No. 201900043 and Reception No. 201900048. Water Easement Agreement recorded January 2, 2019, at Reception No. 201900053. Gas Easement recorded June 29, 2011, at Reception No. 201112313, and recorded September 4, 2012, at Reception No. 201217617. Underground Right -of -Way Easement recorded June 19, 2002, at Reception No. 799224, Trench, Conduit, and Vault Agreements recorded July 5, 2002, at Reception No. 800610 and recorded July 5, 2002, at Reception No. 800611 and recorded April 7, 2005, at Reception No. 911468. Reservations, Exclusions and Exceptions set forth in the Special Warranty Deed recorded July 31, 2019, at Reception No. 201912058. Consolidated Amended and Restated Annexation and Development Agreement recorded August 1, 2014, at Reception No. 201412777. Public Improvements Agreement recorded August 24, 2023, at Reception No. 202311739 and Public Improvements Agreement recorded March 13, 2024, at Reception No. 202402671. C-22 4798362.3 After recording return to: Town of Avon Attn: Avon Town Clerk P.O. Box 975 No Documentary Fee Required 100 Mikaela Way Exempt under C.R.S. 39-13-102(2)(a) Avon, Colorado 81620 (Consideration less than $500.00) SPECIAL WARRANTY DEED (Tract 1) THIS DEED, dated May , 2025, is made between TRAER CREEK METROPOLITAN DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado ("Grantor"), and the TOWN OF AVON, a Colorado home rule municipality ("Grantee"), whose address is P.O. Box 975, 100 Mikaela Way, Avon, Colorado 81620. WITNESS, that Grantor, for and in consideration of the sum of $10.00, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto Grantee, its successors and assigns forever, all the real property, together with improvements, if any, situated, lying and being in the County of Eagle and State of Colorado, described as follows: See Exhibit A, attached hereto and incorporated herein by this reference (the "Property") TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances BUT EXCEPTING AND EXCLUDING all of those certain rights and privileges related to the Property set forth on Exhibit B, attached hereto and incorporated herein by this reference (the "Exclusions"); TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, but EXCEPTING AND EXCLUDING the Exclusions, unto Grantee, its successors and assigns forever. Grantor does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of Grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under Grantor, except for those items listed on Exhibit C, attached hereto and incorporated herein by this reference (the "Title Warranty Exceptions"). [Signature and notary on following page] 5655219.3 IN WITNESS WHEREOF, the Grantor has hereunto set its hands the day and year first above written. GRANTOR: TRAER CREEK METROPOLITAN DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado By: Print Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of May, 2025, by , as the of the Traer Creek Metropolitan District. Witness my hand and official seal. My commission expires: Notary Public Signature Page to Special Warranty Deed 5655219.3 Exhibit A LEGAL DESCRIPTION OF PROPERTY Tract I, Fourth Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, the Plat of which was recorded March 13, 2024, at Reception No. 202402670 Town of Avon County of Eagle State of Colorado A-1 5655219.3 Exhibit B EXCLUSIONS A. Any and all right, title and interest in and to subsurface estates and mineral rights located in, upon and/or under the Property, including, without limitation, any rights to explore for and/or extract, or to be paid royalties in connection therewith, oil, natural gas, and hydrocarbon products; provided however, that Grantor, on behalf of itself, its successors and assigns, and any party acting by, through or on behalf of Grantor, irrevocably waives and relinquishes any and all rights to enter upon or utilize the surface of the Property to a depth five hundred (500) feet below the finished grade of the Property in any manner for the purpose of exploring for, extracting or developing the foregoing reserved mineral rights; and further provided, that Grantor and its successors or assigns, and any party acting by, through or on behalf of Grantor, will not undermine the lateral and subjacent support of the surface of the Property or any improvements located thereon in connection with their respective exploration, extraction or development of the foregoing reserved mineral rights; B. To the extent appurtenant to or historically used in connection with the Property, any and all right, title and interest in and to tributary, nontributary and not-nontributary water rights that Grantor or its parents or affiliates, including, but not limited to, Traer Creek LLC and Traer Creek -RP LLC, own or may own, whether decreed or undecreed, including, without limitation, all groundwater underlying the Property, all surface water located within or used in connection with the Property, and/or ditch shares or ditch rights used in connection with the Property. C. Any legal entitlement of Grantor or any parent or affiliate of Grantor, including, but not limited to, affiliates Traer Creek LLC and Traer Creek -RP LLC, to collect reimbursement or other payment (but this exclusion is limited to reimbursement or other payment and does not exclude other rights or benefits) arising out of permits, entitlements, approvals and other privileges now existing or hereafter entered into and inuring to the benefit of the Property for qualified public improvements that have been, or are to be, either constructed within the Property or anywhere else within The Village (at Avon), or otherwise constructed in connection with development of the Property and located anywhere within The Village (at Avon), as the same may be amended, reissued, or otherwise modified from time to time, including, without limitation, the following: (1) that certain Incremental Sewer Tap Fee Agreement recorded December 7, 1998, at Reception No. 679009 and Resolution recorded December 26, 2001, at Reception No. 780922 of the Eagle County, Colorado real property records, and all amounts payable and receivable thereunder; (2) that certain Consolidated, Amended and Restated Annexation and Development Agreement for The Village (at Avon) recorded August 1, 2014 at Reception No. 201412777 of the Eagle County, Colorado real property records (together with all future amendments thereto, the "CARADA"), and, including, without limitation, all agreements related to developer advances for infrastructure improvements and all amounts payable and receivable thereunder; and (3) that certain Notice of Water Service Agreements recorded November 15, 1999, at Reception No. 714779 and Resolution recorded December 26, 2001, at Reception No. 780923 of the Eagle County, Colorado real property records, and all amounts payable and receivable thereunder. B-1 5655219.3 D. Any legal entitlement of Grantor or any parent or affiliate of Grantor, including, but not limited to, affiliates Traer Creek LLC and Traer Creek -RP LLC, to exercise declarant or other development approval rights or to collect reimbursement or other payments (but this exclusion is limited to exercise of declarant and other development approval rights and to collect reimbursements or other payments and does not exclude other rights or benefits) with respect to the Property or the remaining portions of The Village (at Avon), as the same may be amended, reissued, or otherwise modified from time to time, including, without limitation, the following: (1) that certain Declaration of Master Design Review Covenants for The Village (at Avon) recorded May 8, 2002 at Reception No. 795011, as amended by First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded June 10, 2008 at Reception No. 200812112, Assignment of Declarant's Rights recorded August 24, 2009 at Reception No. 200918640, and Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded September 16, 2010 at Reception No. 201018341 of the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (2) that certain Easements with Covenants and Restrictions Affecting Land recorded May 8, 2002 at Reception No. 795009, as amended by Amendment to Easements with Covenants and Conditions Affecting Land recorded July 7, 2003 at Reception No.839304, Second Amendment to Easements with Covenants and Conditions Affecting Land recorded October 31, 2008 at Reception No. 200823449, and Third Amendment to Easements with Covenants and Conditions Affecting Land recorded August 13, 2010 at Reception No. 201015934 of the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (3) that certain Amended and Restated Declaration of Covenants for the Village (at Avon) Commercial Areas recorded on May 29, 2019 at Reception No. 201907781, First Amendment thereto recorded August 15, 2019 at Reception No. 201913096, Second Amendment thereto recorded October 1, 2020 at Reception No. 202017385, and the Third Amendment thereto recorded September 12, 2024 at Reception No. 202410726 in the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (4) that certain Amended and Restated Conveyance of Roadways, Parkland and Easements recorded January 27, 2005 at Reception No. 904568, First Amendment recorded June 7, 2013 at Reception No. 201311801, Second Amendment recorded August 15, 2013 at Reception No. 201316728, and Partial Assignment of Amended and Restated Conveyance of Roadways, Parkland and Easements recorded August 1, 2014, at Reception No. 201412795 of the Eagle County, Colorado real property records, and all amounts payable and receivable and declarant rights thereunder; (5) that certain Consolidated Amended and Restated Annexation and Development Agreement recorded August 1, 2014 at Reception No. 201412777 of the Eagle County, Colorado real property records, together with all future amendments thereto; (6) All matters shown on the Final Plat, The Village (at Avon) Filing 1, recorded May 8, 2002 at Reception No. 795007; Amended Final Plat, The Village (at Avon) Filing 1, recorded November 18, 2004 at Reception No. 898173; Second Amended Final Plat, B-2 5655219.3 The Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded August 1, 2014 at Reception No. 201412782; Third Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 recorded August 15, 2019 at Reception No. 201913092; and Fourth Amended Final Plat, Amended Final Plat, the Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded March 13, 2024 at Reception No. 202402670; (7) The Village (at Avon) Second Amended and Restated PUD Guide, as approved by Town of Avon Ordinance 18-14, Approving A Final PUD Application, An Amendment to the Village (at Avon) Planned Unit Development (PUD) recorded October 10, 2018 at Reception No. 201817341 (together with all amendments thereto, collectively the "PUD Guide"); and (8) Public Improvements Agreement (East Beaver Creek Boulevard Phase II) dated August 23, 2023, and recorded August 24, 2023 at Reception no. 202311739. E. Grantor expressly reserves for the exclusive benefit of Traer Creek LLC the exclusive right to install, own, operate, maintain, repair and control access to all conduit, sleeving for, and the installations contained within the Property, telephone, fiber optic, and similar "dry" utilities located or to be located within the Property; provided, however that such activities shall be coordinated with the Town of Avon and all such dry utilities shall be located in such a manner as to comply with Town requirements regarding separation from public utilities located or to be located within the Property. F. Except as allocated to the Property by Traer Creek LLC, as Master Developer, and the Town of Avon, by separate instrument, any right to "potable water allocation" and "raw (non - potable) water allocation" from the Water Bank pursuant to and in accordance with Section 3.4 of the CARADA. Any excess portion of such allocation shall be returned to the Water Bank pursuant to Section 3.4(b) of the CARADA. G. Any and all tangible personal property that Grantor owns, leases or in which Grantor otherwise has an interest, and which is presently located on the Property, if any. B-3 5655219.3 Exhibit C TITLE WARRANTY EXCEPTIONS Taxes and assessments for the year 2024 and subsequent years, a lien, but not yet due or payable. Water rights and claims of title to water in, on or under the Property. Incremental Sewer Tap Fee Agreement recorded December 7, 1998, at Reception No. 679009 and Resolution of the Traer Creek Metropolitan District, Town of Avon, Eagle County, Colorado, Regarding the Establishment of Incremental Sewer Tap Fees for Residential and Commercial Properties recorded December 26, 2001, at Reception No. 780922. Notice of Water Service Agreements recorded November 15, 1999, at Reception No. 714779 and Resolution of the Traer Creek Metropolitan District, Town of Avon, Eagle County, Colorado, Regarding the Establishment of a Water Development Fee for Residential and Commercial Properties recorded December 26, 2001, at Reception No. 780923. Final Plat of The Village (at Avon) Filing 1, recorded May 8, 2002 at Reception No. 795007; Amended Final Plat, The Village (at Avon) Filing 1, recorded November 18, 2004 at Reception No. 898173; Second Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded August 1, 2014 at Reception No. 201412782; Third Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 recorded August 15, 2019 at Reception No. 201913092; and Fourth Amended Final Plat, The Village (at Avon) Filing 1, recorded on March 13, 2024 at Reception No. 202402670. Easements with Covenants and Restrictions Affecting Land recorded May 8, 2002 at Reception No. 795009, Amendment to Easements with Covenants and Conditions Affecting Land recorded July 7, 2003 at Reception No. 839304, Second Amendment to Easements with Covenants and Conditions Affecting Land recorded October 31, 2008 at Reception No. 200823449, and Third Amendment to Easements with Covenants and Conditions Affecting Land recorded August 13, 2010 at Reception No. 201015934. Declaration of Master Design Review Covenants for The Village (at Avon) recorded May 8, 2002 at Reception No. 795011, First Amendment recorded June 10, 2008 at Reception No. 200812112, Assignment of Declarant's Rights recorded August 24, 2009 at Reception No. 200918640, and Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded September 16, 2010 at Reception No. 201018341. Amended and Restated Declaration of Covenants for The Village (at Avon) Commercial Areas recorded May 29, 2019 at Reception No. 201907781, First Amendment thereto recorded August 15, 2019 at Reception No. 201913096, Second Amendment thereto recorded October 1, 2020 at Reception No. 202017385, Third Amendment thereto recorded September 12, 2024 at Reception No. 202410726 and Amended and Restated Notice of Fees and Delinquency Costs recorded August 15, 2019 at Reception No. 201913098 and First Amendment thereto recorded October 1, 2020 at Reception No.202017387. C-1 5655219.3 Radius Declaration recorded May 8, 2002, at Reception No. 795018 and the Amended and Restated Radius Declaration recorded January 24, 2003, at Reception No. 821384, and First Amendment thereto recorded October 31, 2008, at Reception No. 200823450. Amended and Restated Conveyance of Roadways, Parkland and Easements recorded January 27, 2005, at Reception No. 904568, First Amendment recorded June 7, 2013, at Reception No. 201311801, Second Amendment recorded August 15, 2013, at Reception No. 201316728 and Partial Assignment of Amended and Restated Conveyance of Roadways, Parkland and Easements recorded August 1, 2014, at Reception No. 201412795. Ordinance 18-14 Approving A Final PUD Application, An Amendment To The Village (At Avon) Planned Unit Development (PUD) recorded October 10, 2018, at Reception No. 201817341, which ordinance approves The Village (at Avon) Second Amended and Restated PUD Guide. Wet Well Easement Agreement recorded August 1, 2014, at Reception No. 201412797 and First Amendment to Wet Well Easement Agreement recorded April 25, 2018, at Reception No. 201806496. Sewer Easement Agreements recorded January 2, 2019, at Reception No. 201900043 and Reception No. 201900048. Water Easement Agreement recorded January 2, 2019, at Reception No. 201900053. Gas Easement recorded June 29, 2011, at Reception No. 201112313, and recorded September 4, 2012, at Reception No. 201217617. Underground Right -of -Way Easement recorded June 19, 2002, at Reception No. 799224, Trench, Conduit, and Vault Agreements recorded July 5, 2002, at Reception No. 800610 and recorded July 5, 2002, at Reception No. 800611 and recorded April 7, 2005, at Reception No. 911468. Reservations, Exclusions and Exceptions set forth in the Special Warranty Deed recorded July 31, 2019, at Reception No. 201912058. Consolidated Amended and Restated Annexation and Development Agreement recorded August 1, 2014, at Reception No. 201412777. Public Improvements Agreement recorded August 24, 2023, at Reception No. 202311739 and Public Improvements Agreement recorded March 13, 2024, at Reception No. 202402671. C-22 5655219.3 ATTACHMENT C ' in American Commitment for Title Insurance Colorado - 2021 v. 01.00 (07-01-2021) Transaction Identification Data, for which the Company assumes no liability as set forth in Commitment Condition 5.e.: Issuing Agent: First American Title Insurance Company National Commercial Services Issuing Office: 1380 17th Street, Denver, CO 80202 Issuing Office's ALTA@ Registry ID: 1105402 Commitment Number: NCS-1219511-CO Issuing Office File Number: NCS-1219511-CO Property Address: Vacant Land - Lots I and H1, , CO Revision Number: Escrow Officer Name: Nichole Segura Escrow Officer Number: (303)876-1112 Escrow Officer Email: nsegura@firstam.com Escrow Assistant Name: Ellen Bentson Escrow Assistant Number: (720)812-3985 Escrow Assistant Email: ebentson@firstam.com Title Officer Name: Maximilian Parmenter Title Officer Number: (303)304-3692 Title Officer Email: mparmenter@firstam.com Title Assistant Name: Emma Philipp Title Assistant Number: (412)789-7613 Title Assistant Email: ephilipp@firstam.com SCHEDULE A Commitment Date: May 16, 2024 at 5:00 P.M. 2. Policy to be issued: a. ALTA@ Owner's Policy (7-1-21) Proposed Insured: Town of Avon, a Colorado home rule municipality Proposed Amount of Insurance: $1,000.00 The estate or interest to be insured: See Item 3 below 3. The estate or interest in the Land at the Commitment Date is: Fee Simple 4. The Title is, at the Commitment Date, vested in: Traer Creek Holdings No. 1, LLC, a Colorado limited liability company The Land is described as follows: See Exhibit A attached hereto and made a part hereof This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 1 of 14 First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) Commitment No. NCS-1219511-CO EXHIBIT A The Land referred to herein below is situated in the County of Eagle, State of Colorado, and is described as follows: Tracts I and H1, Fourth Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, according to the plat thereof recorded March 13, 2024 at Reception No. 202402670, County of Eagle, state of Colorado. For informational purposes only: APN(s): 2103-073-30-011 and 2103-073-30-008 This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 2 of 14 ' First American Y Commitment for Title Insurance lv-e} r Colorado - 2021 v. 01.00 (07-01-2021) Commitment No. NCS-1219511-CO SCHEDULE B, PART I —Requirements All of the following Requirements must be met: The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. Payment of all taxes and assessments now due and payable as shown on a certificate of taxes due from the County Treasurer or the County Treasurer's Authorized Agent. NOTE: Tax certificate(s) must be ordered by or provided to the Company at least one week prior to closing. 6. Evidence that all assessments for common expenses, if any, have been paid. 7. Final Affidavit and Agreement executed by Owners and/or Purchasers must be provided to the Company. 8. Local ordinances may impose inchoate liens on the Land for unpaid water, sewer, stormwater drainage, or other utilities charges. If this transaction includes a sale of the Land, a Utilities Agreement and/or escrow is required. 9. Receipt by the Company of an ALTA/NSPS Land Title Survey, certified to First American Title Insurance Company, and in form and content satisfactory to the Company. The Company reserves the right to make further requirements and/or exceptions upon review of this survey. 10. Receipt by the Company of the following documentation for Traer Creek Holdings No. 1, LLC, a Colorado limited liability company: Operating Agreement, and all amendments thereto, if any. NOTE: The Company reserves the right to make further requirements and/or exceptions upon review of the above item(s). This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 3 of 14 First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) 11. Receipt by the Company of a Corporate Resolution executed by the officers of Town of Avon, a Colorado home rule municipality, authorizing the transaction herein contemplated and setting forth the names and authority of those authorized to sign for the corporation. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 4 of 14 First American Y Commitment for Title Insurance lv-e} r Colorado - 2021 v. 01.00 (07-01-2021) Commitment No. NCS-1219511-CO SCHEDULE B, PART II —Exceptions Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This Commitment and the Policy treat any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document will be excepted from coverage. The Policy will not insure against loss or damage resulting from the terms and conditions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 2. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 3. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown in the Public Records. 5. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I —Requirements are met. Note: Exception number 5 will be removed from the policy provided the Company conducts the closing and settlement service for the transaction identified in the commitment. 6. Any and all unpaid taxes, assessments and unredeemed tax sales. 7. Any water rights, claims or title to water, in, on or under the Land, whether or not the matters excepted are shown by the Public Records. 8. Any existing leases or tenancies. 9. Terms, conditions, provisions, obligations and agreements as set forth in the Incremental Sewer Tap Fee Agreement recorded December 7, 1998 at Reception No. 679009 and in Resolution of the Traer This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 5 of 14 ' First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) Creek Metropolitan District, Town of Avon, Eagle County, Colorado, Regarding the Establishment of Incremental Sewer Tap Fees for Residential and Commercial properties recorded December 26, 2001 at Reception No. 780922. 10. Terms, conditions, provisions, obligations and agreements as set forth in the Notice of Water Service Agreements recorded November 15, 1999 at Reception No. 714779 and in Resolution of the Traer Creek Metropolitan District, Town of Avon, Eagle County, Colorado, Regarding the Establishment of a Water Development Fee for Residential and Commercial Properties recorded December 26, 2001 at Reception No. 780923. 11. Easements, notes, covenants, restrictions and rights -of -way as shown on the plat of The Village (at Avon) Filing 1, recorded May 8, 2002 at Reception No. 795007 and on the plat of Amended Final Plat, The Village (at Avon) Bing 1, recorded November 18, 2004 at Reception No. 898173 and on the plat of Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded August 1, 2014 at Reception No. 201412782 and on the Third Amended Final Plat, Amended Final Plat, The Village (at Avon) Filing 1, a Resubdivision of Lot 1 recorded August 15, 2019 at Reception No. 201913092. 12. Covenants, conditions, restrictions, provisions, easements and assessments as set forth in Easement with Covenants and Restrictions affecting Land ("ECR") recorded May 8, 2002 at Reception No. 795009, and amended by Amendment to Easements with Covenants and Conditions Affecting land ("Amendment") recorded July 7, 2003 at Reception No. 839304, and Second Amendment to Easements with Covenants and Conditions Affecting Land recorded October 31, 2008 at Reception No. 200823449, and Third Amendment to Easements with Covenants and Conditions Affecting Land recorded August 13, 2010 at Reception No. 201015934„ but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin, and any and all amendments, assignments, or annexations thereto. 13. Covenants, conditions, restrictions, provisions, easements and assessments as set forth in Declaration of Master Design Review Covenants for The Village (at Avon) recorded May 8, 2002 at Reception No. 795011, and First Amendment recorded June 10, 2008 at Reception No. 200812112, and Assignment of Declarant's Rights recorded August 24, 2009 at Reception No. 200918640, and Second Amendment and Ratified First Amendment to Declaration of Master Design Review Covenants for The Village (at Avon) recorded September 16, 2010 at Reception No. 201018341, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin, and any and all amendments, assignments, or annexations thereto. 14. Covenants, conditions, restrictions, provisions, easements and assessments as set forth in Amended and Restated Declaration of Covenants for The Village (at Avon) Commercial Areas recorded recorded May 29, 2019 at Reception No. 201907781, and the First Amendment thereto recorded August 15, 2019 at Reception No. 201913096, and the Second Amendment thereto recorded October 1, 2020 at Reception No. 202017385 and the Amended and Restated Notice of Fees and Delinquency Costs recorded August 15, 2019 at Reception No. 201913098 and the First Amendment thereto recorded October 1, 2020 at 202017387, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin, and any and all amendments, assignments, or annexations thereto. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; and Schedule B, Part II -Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 6 of 14 First American Y Commitment for Title Insurance lv-e} r Colorado - 2021 v. 01.00 (07-01-2021) 15. Covenants, conditions, restrictions, provisions, easements and assessments as set forth in Amended and Restated Declaration of Covenants for The Village (At Avon) Mixed -Use Areas recorded recorded May 29, 2019 at Reception No. 201907752, and the First Amendment thereto recorded August 15, at Reception No. 201913097 and the Second Amendment thereto recorded October 1, 2020 at Reception No. 202017384 and the Amended and Restated Notice of Fees and Delinquency Costs Recorded August 15, 2019 at Reception No. 201913099 and the First Amendment thereto recorded October 1, 2020 at Reception No. 202017386, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin, and any and all amendments, assignments, or annexations thereto. 16. Terms, conditions, provisions, obligations and agreements as set forth in the Radius Declaration recorded May 8, 2002 at Reception No. 795018 and the Amended and Restated Radius Declaration recorded January 24, 2003 at Reception No. 821384, and First Amendment thereto recorded October 31, 2008 at Reception No. 200823450. 17. An easement for underground electric transmission or distribution line and incidental purposes granted to Holy Cross Energy, a Colorado corporation, as set forth in an instrument recorded June 19, 2002 at Reception No. 799224. 18. An easement for Holy Cross Energy, a Colorado corporation and incidental purposes granted to Holy Cross Energy, a Colorado corporation, as set forth in an instrument recorded June 5, 2002 at Reception No. 800610. 19. An easement for Holy Cross Energy, a Colorado corporation and incidental purposes granted to Holy Cross Energy, a Colorado corporation, as set forth in an instrument recorded June 5, 2002 at Reception No. 800611. 20. An easement for underground electric transmission or distribution line and incidental purposes granted to Holy Cross Energy, a Colorado corporation, as set forth in an instrument recorded April 7, 2005 at Reception No. 911468. 21. An easement for gas pipelines and incidental purposes granted to Public Service Company of Colorado, as set forth in an instrument recorded June 29, 2011 at Reception No. 201112313, and recorded September 4, 2012 at Reception No. 201217617. 22. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Wet Well Easement Agreement recorded August 1, 2014 at Reception No. 201412797 and the First Amendment to Wet Well Easement Agreement recorded April 25, 2018 at Reception No. 201806496. 23. Terms, conditions, provisions, obligations and agreements as set forth in Ordinance 18-14 Approving A Final PUD Application, An Amendment To The Village (At Avon) Planned Unit Development (PUD) recorded October 10, 2018 at Reception No. 201817341,which ordinance approves The Village (at Avon) Second Amended and Restated PUD Guide. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 7 of 14 First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) 24. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Sewer Easement Agreement recorded January 2, 2019 at Reception No. 201900043. 25. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Sewer Easement Agreement recorded January 2, 2019 at Reception No. 201900048. 26. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Sewer Easement Agreement recorded January 2, 2019 at Reception No. 201900053. 27. Terms, conditions, restrictions, provisions, obligations and agreements as set forth in the Special Warranty Deed recorded July 31, 2019 at Reception No. 201912058. 28. Terms, conditions, provisions, obligations and agreements as set forth in the Consolidated Amended and Restated Annexation and Development Agreement recorded August 1, 2014 at Reception No. 201412777. 29. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Amended and Restated Conveyance of Roadways, Parkland and Easement recorded January 27, 2005 at Reception No. 904568, and First Amendment recorded June 7, 2013 at Reception No. 201311801, and Second Amendment recorded August 15, 2013 at Reception No. 201316728, and Partial Assignment of Amended and Restated Conveyance of Roadways, Parkland and Easements recorded August 1, 2014 at Reception No. 201412795. 30. Terms, conditions, provisions, obligations and agreements as set forth in the Public Improvements Agreement recorded August 24, 2023 at Reception No. 202311739. 31. Easements, notes, covenants, restrictions and rights -of -way as shown on the plat of Fourth Amended Final Plat, Amended Final Plat, the Village (at Avon) Filing 1, a Resubdivision of Lot 1, recorded March 13, 2024 at Reception No. 202402670. 32. Terms, conditions, provisions, obligations and agreements as set forth in the Public Improvements Agreement recorded March 13, 2024 at Reception No. 202402671. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 8 of 14 ' First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) DISCLOSURE STATEMENT Pursuant to C.R.S. 30-10-406(3)(a) all documents received for recording or filing in the Clerk and Recorder's office shall contain a top margin of at least one inch and a left, right and bottom margin of at least one-half of an inch. The Clerk and Recorder will refuse to record or file any document that does not conform to the requirements of this section. NOTE: If this transaction includes a sale of the property and the price exceeds $100,000.00, the seller must comply with the disclosure/withholding provisions of C.R.S. 39-22-604.5 (Nonresident withholding). NOTE: Colorado Division of Insurance Regulations 8-1-2 requires that "Every title insurance company shall be responsible to the proposed insured(s) subject to the terms and conditions of the title commitment, other than the effective date of the title commitment, for all matters which appear of record prior to the time of recording whenever the title insurance company, or its agent, conducts the closing and settlement service that is in conjunction with its issuance of an owner's policy of title insurance and is responsible for the recording and filing of legal documents resulting from the transaction which was closed. Pursuant to C.R.S. 10-11-122, the company will not issue its owner's policy or owner's policies of title insurance contemplated by this commitment until it has been provided a Certificate of Taxes due or other equivalent documentation from the County Treasurer or the County Treasurer's authorized agent; or until the Proposed Insured has notified or instructed the company in writing to the contrary. The subject property may be located in a special taxing district. A Certificate of Taxes due listing each taxing jurisdiction shall be obtained from the County Treasurer or the County Treasurer's authorized agent. Information regarding special districts and the boundaries of such districts may be obtained from the Board of County Commissioners, the County Clerk and Recorder, or the County Assessor. C.R.S. 10-11-122 (4), Colorado Notaries may remotely notarize real estate deeds and other documents using real-time audio -video communication technology. You may choose not to use remote notarization for any document. NOTE: Pursuant to CRS 10-11-123, notice is hereby given: This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. A. That there is recorded evidence that a mineral estate has been severed, leased, or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. NOTE: Pursuant to Colorado Division of Insurance Regulations 8-1-2, Affirmative mechanic's lien protection for the Owner may be available (typically by deletion of Exception no. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 9 of 14 ' First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) A. The land described in Schedule A of this commitment must be a single family residence which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or material -men for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against un-filed mechanic's and material-men's liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and or the contractor; payment of the appropriate premium, fully executed Indemnity Agreements satisfactory to the company, and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. NOTE: Pursuant to C.R.S. 38-35-125(2) no person or entity that provides closing and settlement services for a real estate transaction shall disburse funds as a part of such services until those funds have been received and are available for immediate withdrawal as a matter of right. NOTE: C.R.S. 39-14-102 requires that a real property transfer declaration accompany any conveyance document presented for recordation in the State of Colorado. Said declaration shall be completed and signed by either the grantor or grantee. NOTE: Pursuant to CRS 10-1-128(6)(a), It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies. Nothing herein contained will be deemed to obligate the company to provide any of the coverages referred to herein unless the above conditions are fully satisfied. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 10 of 14 ' First American Commitment for Title Insurance Colorado - 2021 v. 01.00 (07-01-2021) ALTA COMMITMENT FOR TITLE INSURANCE issued by FIRST AMERICAN TITLE INSURANCE COMPANY NOTICE IMPORTANT —READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I —Requirements; Schedule B, Part II —Exceptions; and the Commitment Conditions, First American Title Insurance Company, a Nebraska Corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Amount of Insurance and the name of the Proposed Insured. If all of the Schedule B, Part I —Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company's liability and obligation end. FIRST AMERICAN TITLE INSURANCE COMPANY Kenneth D. DeGiorgio, President z� Lisa W. Cornehl, Secretary This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 11 of 14 ' First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) COMMITMENT CONDITIONS 1. DEFINITIONS a. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. b. "Knowledge" or "Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. C. "Land": The land described in Item 5 of Schedule A and improvements located on that land that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. d. "Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. e. "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. f. "Proposed Amount of Insurance": Each dollar amount specified in Schedule A as the Proposed Amount of Insurance of each Policy to be issued pursuant to this Commitment. g. "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. h. "Public Records": The recording or filing system established under State statutes in effect at the Commitment Date under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. i. "State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. i. "Title": The estate or interest in the Land identified in Item 3 of Schedule A. 2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company's liability and obligation end. 3. The Company's liability and obligation is limited by and this Commitment is not valid without: a. the Notice; b. the Commitment to Issue Policy; C. the Commitment Conditions; d. Schedule A; e. Schedule B, Part I —Requirements; and f. Schedule B, Part II —Exceptions; and g. a counter -signature by the Company or its issuing agent that may be in electronic form. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 12 of 14 ' First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) 4. COMPANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company is not liable for any other amendment to this Commitment. S. LIMITATIONS OF LIABILITY a. The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: i. comply with the Schedule B, Part I —Requirements; ii. eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or iii. acquire the Title or create the Mortgage covered by this Commitment. b. The Company is not liable under Commitment Condition 5.a. if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. C. The Company is only liable under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. d. The Company's liability does not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Condition 5.a. or the Proposed Amount of Insurance. e. The Company is not liable for the content of the Transaction Identification Data, if any. f. The Company is not obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I —Requirements have been met to the satisfaction of the Company. g. The Company's liability is further limited by the terms and provisions of the Policy to be issued to the Proposed Insured. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT; CHOICE OF LAW AND CHOICE OF FORUM a. Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. b. Any claim must be based in contract under the State law of the State where the Land is located and is restricted to the terms and provisions of this Commitment. Any litigation or other proceeding brought by the Proposed Insured against the Company must be filed only in a State or federal court having jurisdiction. C. This Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. d. The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. e. Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. f. When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 13 of 14 ' First American Y Commitment for Title Insurance � } r Colorado - 2021 v. 01.00 (07-01-2021) 7. IF THIS COMMITMENT IS ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for closing, settlement, escrow, or any other purpose. S. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. CLAIMS PROCEDURES This Commitment incorporates by reference all Conditions for making a claim in the Policy to be issued to the Proposed Insured. Commitment Condition 9 does not modify the limitations of liability in Commitment Conditions 5 and 6. 10. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS COMMITMENT, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS COMMITMENT, ANY BREACH OF A COMMITMENT PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS COMMITMENT, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING. ANY POLICY ISSUED PURSUANT TO THIS COMMITMENT WILL CONTAIN A CLASS ACTION CONDITION. 11. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Amount of Insurance is $2,000,000 or less may be arbitrated at the election of either the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration rules at http://www.alta.org/arbitration. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I —Requirements; and Schedule B, Part II —Exceptions; and a counter -signature by the Company or its issuing agent that may be in electronic form. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Form 50210508 (7-19-23) Page 14 of 14 TO: Honorable Mayor Underwood and Council Members FROM: Matt Pielsticker, Community Development Director RE: Assignment and Assumption of Conceptual Design Agreement Slopeside Housing I Ulysses Development Group, LLC ,avo n DATE: May 29, 2025 C O 1 O H 4 0 SUMMARY: Council is asked to approve the attached Assignment and Assumption of Conceptual Design Agreement ("Attachment A") on Consent Agenda. At the February 25, 2025, Council meeting, a Conceptual Design Service Agreement ("Attachment B") was approved between the Town of Avon and Ulysses Acquisition LLC. Services have commenced and an introductory joint work session with the Planning and Zoning Commission meeting was held at the May 12, 2025. ASSIGNMENT: Section IX of the Conceptual Design Service Agreement ("Attachment B") addresses assignability of rights and obligations as follows: "This Agreement and all rights and obligations of the Parties hereunder are personal to the Parties and may not be transferred or assigned without the prior written consent of the other Party. Avon agrees to review in good faith and agrees to not unreasonably withhold approval of any proposed assignment by the Developer of Developer's rights and obligations in this Agreement to a wholly owned subsidiary of the Developer or to a new entity under the same ownership and control of the Developer." The assignment of responsibilities will go to Ulysses Development Group, LLC from Ulysses Acquisition, LLC. Both entities are under the same ownership and control. The organization documents and assignment have been reviewed by the Town Attorney. FINANCIAL CONSIDERATIONS: No changes to the budget ($105,000) are contemplated. Budget is allocated from the Community Housing fund. RECOMMENDATION: I recommend Council approve the Assignment and Assumption of Conceptual Design Agreement with Ulysses Development Group, LLC. PROPOSED MOTION: 'I move to approve the Assignment and Assumption of Conceptual Design Agreement to recognize Ulysses Development, LLC." Thank you, Matt ATTACHMENTA: Assignment and Assumption of Conceptual Design Agreement ATTACHMENT B: Conceptual Design Agreement, dated May 25, 2025 970-748-4413 matt@avon.org ATTACHMENT A ASSIGNMENT AND ASSUMPTION OF CONCEPTUAL DESIGN AGREEMENT This ASSIGNMENT AND ASSUMPTION OF CONCEPTUAL DESIGN AGREEMENT (this "Assignment") is entered into and effective as of June 10, 2025 (the "Effective Date"), by and between ULYSSES ACQUISITION LLC, a Delaware limited liability company ("Assignor"), ULYSSES DEVELOPMENT GROUP LLC, a Delaware limited liability company ("Assignee") and the Town of Avon, a Colorado home -rule municipality ("Avon"). Recitals A. Assignor and Avon are parties to a Conceptual Design Agreement dated as of February 25, 2025 (the "Agreement"). B. Assignor desires to assign its rights and obligations under the Agreement to Assignee and Avon is willing to approve such assignment. Agreement NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Assignor and Assignee agree as follows: 1. Assignor hereby transfers, assigns and conveys to Assignee all of the Assignor's right, title and interest under the Agreement. 2. Assignee, for itself and its successors and assigns, hereby assumes all right, title and interest of Assignor under the Agreement and agrees to be bound by and promptly perform and discharge all of the terms, conditions, obligations and restrictions of the Agreement. 3. Avon hereby consents to the assignment of the Agreement from Assignor to Assignee and agrees to look to the Assignee for the performance and discharge of all of the terms, conditions, obligations and restrictions of the Agreement. 4. This Agreement may be executed in counterparts and pdf or electronic signatures shall be deemed originals. Date. IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective ASSIGNOR: ULYSSES ACQUISITION LLC, a Delaware limited liability company Name: Connor Larr Title: Authorized Signatory ASSIGNEE: ULYSSES DEVELOPMENT GROUP LLC, a Delaware limited liability company Name: Connor Larr Title: Authorized Signatory AVON: TOWN OF AVON, COLORADO Title: ATTEST: an 2 ATTACHMENT B CONCEPTUAL DESIGN AGREEMENT This CONCEPTUAL DESIGN AGREEMENT ("Agreement") is made and entered into on February 25, 2025 ("Effective Date"), by and between TOWN OF AVON, a Colorado home - rule municipality ("Avon") and ULYSSES ACQUISITION LLC, a Colorado limited liability company ("Developer"). Avon and the Developer are sometimes referred to herein as the "Parties" and individually as a "Party." RECITALS A. Avon is pursuing an affordable housing redevelopment project (the "Project") on an approximate 4.0-acre parcel of land adjacent to the westbound off -ramp of 1-70 at the Avon Road interchange referred to as the "Slopeside Parcel" (the "Property"). The Property is identified on the map attached as EXHIBIT A: PROJECT AREA hereto. B. On July 15, 2024, Avon and the Avon Housing Authority ("Authority") published a Request for Qualifications ("RFQ") from interested developers, and in response to the RFQ, the Developer submitted its qualifications for the Project. C. On September 3, 2024, Avon published a bequest for Proposals ("RFP") from the respondents of the RFQ, and in response to the RFP, Developer submitted its proposal for the Project dated September 27, 2024 (the "Developer Proposal"). D. Following additional procurement process steps, including interviews and meetings participated in by Avon staff, Avon staff recommended Developer to the Avon Town Council ("Council") as the preferred Developer for the Project. Avon staff notified the Developer of its selection on October 8, 2024, and representatives from Avon staff and the Developer met on October 10, 2024 to discuss preparation of this Agreement and a subsequent developer services agreement. E. The Parties desire to enter into this Agreement on the terms set forth below to address the Parties' obligations related to the provision of conceptual design services and the negotiation of a developer services agreement ("DSA") related to the Project. F. The Parties intend that the DSA will address the developer services that Developer will provide to Avon during the period of the DSA to further define the Project and also will set forth the steps and agreements required for the Developer ultimately to ground lease the Property and construct, own and operate the Project during the term of the ground lease. AGREEMENT NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows: 1. Conceptual Desimn A. Developer shall prepare conceptual designs to present up to three separate options for consideration by Avon Planning and Zoning Commission ("Avon PZC") and Council. Conceptual designs shall depict building locations, size, massing, types of units and general floor plans, general architectural design and parking configuration. Conceptual Conceptual Design Agreement DRAFT: February 25, 2025 Page 1 of 9 designs may include a mixture of building types and sizes in response to the highly visible entrance to Avon. B. The Conceptual Design process shall include the following: 1. Introductory joint work session with Avon Planning and Zoning Commission and Council to review project goals, discuss site challenges and opportunities, and discuss optimizing density balanced with appearance of entry to Town of Avon. Avon staff will provide guidance on list of project goals and design considerations. 2. Initial presentation of at least two conceptual designs to Avon PZC and Council. Avon PZC and Council will provide direction and comment on conceptual designs. 3. Prepare revised and preferred conceptual design for presentation to Avon PZC and Council_ Avon PZC and Council will provide direction and comment to finalize the preferred conceptual design. 4. Submit final revised conceptual design to Avon. C. Developer shall charge a fee of $105,000.00 for preparing conceptual designs. Avon shall pay in accordance with the following schedule: 1. $30,000 due within thirty (30) days after preparing materials and attending the joint work session described in Section LB.1 above. 2. $30,000 due within thirty (30) days after preparing materials and attending the initial presentation of at least two conceptual designs before Avon PZC and Council as described in Section 1.13.2 above. 3. $30,000 due within thirty (30) days after preparing materials and presenting a revised preferred conceptual design to Avon PZC and Council as described in Section 1.5.3. above. 4. $15,000 due within thirty (30) days after providing the final revised conceptual design to Avon. 5. Additional meeting attendance and additional conceptual design work shall be charged to Avon at direct cost, including hourly rates, '/2 hourly rate for travel time to and from Avon, and direct expenses without mark-up. Developer shall provide reasonable estimates of the cost of extra work upon request by Avon. Hourly rates and expenses are depicted in EXHIBIT B: RATES. D. Developer shall order property reperts ("Property Reports") required to create Conceptual Designs, including but not limited to Phase I Environmental Study, geotechnical study, and addition to survey work. Avon shall reimburse costs for reports which shall be charged without mark-up by Developer subject to Avon's prior review and approval of cost quotes and scope of work and provided that total costs for such reports does not exceed $25,000 without Avon's prior written consent. E. Ownership of Documents. Upon payment as provided in sub -section I.C. above, the conceptual design materials provided to Town and any Property Reports paid for by the Town under sub -section I.D. shall be deemed work made for hire and made in the course of the conceptual design work performed under this Agreement and will be the exclusive Conceptual Design Agreement DRAFT: )February 25, 2025 Page 2 of 9 property of the Town. Town will have unlimited right to use the conceptual design materials and Property Reports, in whole or in part, in the Town's sole discretion. Developer warrants that prior to beginning any work on the conceptual designs, it will have enforceable written agreements with all of its personnel and subcontractors to be involved in performing the conceptual design work that assign to Developer ownership of all patents, copyrights, and other proprietary rights created in the course of their employment or engagement. H. Exclusive Negotiations A. Concurrently with the Conceptual Design process, Avon and Developer shall negotiate exclusively and in good faith with each other concerning the terms and conditions of the DSA and the ultimate development of the Project. B. Each Party shall continue to use commercially reasonable efforts to cooperate in all respects as reasonably necessary to negotiate the terms and conditions of the DSA, including but not limited to, directing staff to attend scheduled meetings, direct its respective consultants to cooperate with the other Parry, to provide information to the other Party that may be reasonably necessary to further completion of the DSA, and to promptly review and return with comments all correspondence, reports, documents, or agreements received from the other Party that require such comments. C. The Parties shall continue to use commercially reasonable efforts to ensure those staff, principals, and consultants that each respective Party identifies as authorized to speak responsibly and authoritatively for each Party participate in meetings and communications by and among the Parties. D. Avon will not negotiate with any other person or entity concerning the development of the Project as described in the Developer Proposal. III. A,2reement Term A. The "Agreement Term" will commence on the Effective Date and terminate August 151 2025, provided, however, if on the final day of the Agreement Term, the Developer has executed the DSA and submitted it to the Town Council for approval, this Agreement shall not terminate until the Town Council either approves or rejects the DSA. B. Either Party may terminate this Agreement at any time following consultation with the other Party and upon fifteen (15) days' advance written notice if such Party determines in its reasonable discretion that (i) the other Party is not negotiating the DSA in good faith or fulfilling its obligations under this Agreement or (ii) despite the Parties negotiating in good faith, the Parties cannot agree on the terms of the DSA. In addition, the Parties may mutually agree to terminate this Agreement if they determine, after consultation with each other, that the Project is not financially feasible. Alternatively, this Agreement shall automatically terminate if the Council rejects the DSA as executed by the Developer or requires amendments which are not acceptable to the Developer. C. Unless the Parties otherwise agree in writing, except for the costs described in Section I(C)(5) above which will be charged to Avon, any amounts expended by each Party Conceptual Design Agreement DRAFT: )February 25, 2025 Page 3 of 9 during the Agreement Term shall be that Party's expense and shall not be reimbursed by the other Party. IV. Performance During Agreement Term. A. During the Agreement Term, the Parties shall use good faith, commercially reasonable efforts to reach agreement on the terms of the DSA. The Parties intend that the DSA will address, without limitation, the following obligations of the Parties: 1. The development services that the Developer will provide, or cause consultants to provide, to Avon related to the Proj ect, which services will include, but not be limited to, preparing documents for and coordinating a pre -application meeting with Avon staff, conceptual design review and a major development plan application (the "Development Services"). 2. Avon's commitment to pay the costs identified by the Developer and approved by Avon for the Development Services. 3. The obligations of the Parties to work together on the terms of a ground lease, restrictive covenant and related agreements to enable the Developer to develop and operate the Project. 4. Such other terms and conditions that the Parties deem appropriate for the DSA. B. Any public announcements concerning the Project will be handled by Avon unless otherwise agreed. Avon shall strive to coordinate with the Developer on any public announcements concerning the Project. All negotiations between the Parties under this Agreement shall be confidential to the extent permitted by law. V. Further Duties and Obligations. Except as expressly provided herein, neither Party shall have any obligation or duty to the other Party in the event the Parties fail for any reason to timely execute and deliver the DSA. Nothing herein shall be construed as a binding commitment by either Party to proceed with the Project. VI. Amendment; Attornevs' Fees; Time. This Agreement may not be amended except in writing signed by the Parties. Each Party is responsible for its own attorney's fees and costs in the event of any dispute or legal action related to this Agreement. VII. General. If any provision of this Agreement is held invalid or unenforceable in accordance with its express terms in any legal proceeding, such invalidity or unenforceability shall not affect the validity and enforceability of any other part of this Agreement. Nothing contained in this Agreement shall be deemed to constitute a joint venture or partnership relationship or any other arrangement, business, financial or otherwise, between Avon and the Developer. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. VIII. Remedies; Termination. Termination of this Agreement shall be the sole and exclusive remedy in the event of default. In the event of a default under this Agreement, the non - defaulting Party shall provide written notice (a "Default Notice") to the defaulting Party, and the defaulting Party will have fourteen (14) days from receipt of the Default Notice to cure the default. During such time period, the Parties will work diligently with one another to help mutually cure the default, including meeting at least two (2) times to Conceptual Design Agreement DRAFT: )February 25, 2025 Page 4 of 9 discuss and seek to resolve the issues associated with the Default Notice. If after such meetings and the end of such 14-day cure period, the Parties are unable to reach agreement regarding the subject default, either Party may terminate this Agreement by written notice to the other Party. IX. Assignment. This Agreement and all rights and obligations of the Parties hereunder are personal to the Parties and may not be transferred or assigned without the prior written consent of the other Party. Avon agrees to review in good faith and agrees to not unreasonably withhold approval of any proposed assignment by the Developer of Developer's rights and obligations in this Agreement to a wholly owned subsidiary of the Developer or to a new entity under the same ownership and control of the Developer. X. Notices. All notices required or permitted hereunder shall be in writing and shall be delivered in person or by email (which shall be deemed received when acknowledged by the recipient) by overnight courier, or by registered or certified mail, postage prepaid, return receipt requested, to such Party at its address shown below, or to any other place designated in writing by such Party: Avon: Town of Avon Town Manager 100 Mikaela Vijay Avon, CO 81620 (970) 748-4004 townmana ger(a7 avon. org With a copy to: Town of Avon Town Attorney 100 Mikaela Way Avon, CO 81620 (303) 376-8512 townattorney a,ayon.org ninagwwfdlaw.com Developer: Kevin Knapp, Vice President c/o Ulysses Development Group LLC 210 University Blvd, Suite 460 Denver, CO 80206 (720) 615-1010 Kevin. Knapp@ulyssesdevelopment.com With a copy to: Sarah Rockwell, General Counsel Ulysses Development Group LLC 210 University Blvd., Ste. 460 Denver, CO 80206 (720) 615-1010 Sarah.rockwell@ulyssesdevelopment. cam Conceptual Design Agreement DRAFT: February 25, 2025 Page 5of9 Any such notice shall be deemed received upon delivery, if delivered personally, upon acknowledgement of receipt by the recipient of an email, one (1) day after delivery to the courier, if delivered by courier, and three (3) days after deposit into the United States mail, if delivered by registered or certified mail. [EXECUTION PAGE FOLLOWS] Conceptual Design Agreement DRAFT: February 25, 2025 Page 6 of 9 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. AVON: TOWN OF AVON, COLORADO M. ��tc tferG Eric Heil (Mar7, 202506:55 MST) Title: Town Manager ATTEST: By: Avon Town Clerk Conceptual Design Agreement DRAFT: February 25, 2025 Page 7 of 9 DEVELOPER: ULYSSES ACQUISITION LLC, a Colorado limited liability company By: C:� Title: Authorized Simato EXHIBIT A PROJECT AREA The "Project Area" is depicted below as two parcels outlined in blue and orange adjacent to Swift Gulch Road and the 1-70 west bound off -ramp to the Avon Road interchange: d X r Y F A-1 EXHIBIT B - RATES Ulysses Development Groun ■ Developer: $300/hour • Associate Developer: $200/hour • Counsel: $3001hour ■ Paralegal: $2001hour Architect ■ Principal: $3001hour • Lead Designer: $2001hour • Associate: $150/hour Engineer Principal: $3001hour Cost Estimator Principal: $2001hour M. Slopeside - Conceptual Design Agreement - 03.06.2025 Final EXE Final Audit Report Created: 2025-03-07 By: Miguel Jauregui Casanueva (mjauregui@avon.org) Status: Signed Transaction ID: CBJCHBCAABAAOZHjg6-ea7-twswDYvMO200C7oTGyyg6 2025-03-07 "Slopeside - Conceptual Design Agreement - 03.06.2025 Final E XE" History Document created by Miguel Jauregui Casanueva (mjauregui@avon.org) 2025-03-07 - 1:03:14 AM GMT CY Document emailed to eheil@avon.org for signature 2025-03-07 - 1:04:28 AM GMT Agreement modified by Miguel Jauregui Casanueva (mjauregui@avon.org) 2025-03-07 - 1:20:08 AM GMT Agreement modified by Miguel Jauregui Casanueva (mjauregui@avon.org) 2025-03-07 - 1:28:32 AM GMT Email viewed by eheil@avon.org 2025-03-07 - 1:54:36 PM GMT 3,9 Agreement modified acknowledged by eheil@avon.org 2025-03-07 - 1.54.44 PM GMT a Signer eheif@avon.org entered name at signing as Eric Heil 2025-03-07 - 1.-55.08 PM GMT &0 Document e-signed by Eric Heil (eheil@avon.org) Signature Date. 2025-03-07 - 1:55:10 PM GMT - Time Source: server O Agreement completed. 2025-03-07 - 1:55:10 PM GMT a Adobe Acrobat Sign TO: Honorable Mayor Underwood and Council Members FROM: Will Kearney, Senior Engineer Avon RE: Easement Agreement for Eagle River Water & Sanitation District 8" Water Main C o 1 o H A. 1] o DATE: May 30, 2025 SUMMARY: This report presents draft language for approving an easement with Eagle River Water and Sanitation District, for construction and maintenance of water main facilities at Eaglebend Park, 5415 Eaglebend Dr, Avon CO 81620. DISCUSSION: Eagle River Water & Sanitation District (ERWSD) currently has a Water Easement (RN 202213560) that contains an existing 8" water main that supplies water to the McGrady Acres subdivision located on Post Blvd. This 8" water main connects to an existing ERWSD 16" water main that runs directly through the Eaglebend Pocket Park (Eaglebend Lot 1) under utility easement RN 791066. This easement agreement is to donate approximately 600 square feet of Town of Avon land to connect the two utility easements which allow ERWSD to service and maintain their water mainline. FINANCIAL CONSIDERATIONS: Eagle River Water and Sanitation District is not requiring payment for granting the easement agreement. RECOMMENDATION: I recommend Council approve the Easement Agreement for Eagle River Water & Sanitation District 8" Water Main at Eaglebend Park, 5415 Eaglebend Dr. PROPOSED MOTION: " I move to approve the Easement Agreement for Eagle River Water and Sanitation District 8" Water Main at Eaglebend Park, 5415 Eaglebend Dr." Thank you, Will Attachment A: Easement Agreement. 970-390-2014 ewilson@avon.org ATTACHMENT A FORM C6: WATER EASEMENT- UPPER EAGLE REGIONAL WATER AUTHORITY WATER EASEMENT- UPPER EAGLE REGIONAL WATER AUTHORITY THIS EASEMENT is made this day of , 20_, by and between (hereinafter referred to as "Grantor"), and it's successors and assigns, and the Upper Eagle Regional Water Authority, a quasi -municipal corporation of the State of Colorado within the County of Eagle, (hereinafter referred to as "Authority"). WITNESSETH, that for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by the Authority to Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, convey and transfer unto the Authority, its successors and assigns, a perpetual easement and right to construct, install, remove, replace, add to, maintain, repair, operate, change or alter underground water lines and all underground and surface appurtenances related thereto such as valve boxes, meter vaults and manholes (hereinafter "water lines"), together with any and all water lines situate therein, all necessary rights -of -way for convenient ingress and egress thereto and therefrom, and the right to occupy and use, from time to time, as much of the adjoining land of the Grantor as may be reasonably necessary for any of the aforesaid purposes, over, under and across the following described premises, situate in the County of Eagle, State of Colorado, to -wit: See EXHIBIT A attached hereto and incorporated herein by reference. Grantor warrants that the Grantor has the lawful right to grant and convey such easement, rights -of -way, and water lines. Further, Grantor warrants that the water lines are free and clear of all liens and encumbrances. Grantor will at no time permit, place or construct any structure, building or improvement of any kind, temporary or permanent, on any part of the above -described premises. Any structure, building or improvement located on the above -described premises as of the date of this Easement, may be removed by the Authority without liability for damages arising therefrom. Following the completion of the purpose of any entry by the Authority upon such easement for any of the aforesaid objects, the Authority shall restore the premises to substantially the same condition existing at the time of the entry thereon, except for shrubs, plants, sidewalks, driveways or parking areas thereon located or damaged thereby. All provisions of the Easement, including all benefits and burdens, shall run with the land and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, subject to the provisions hereof. Page 1 of 2 FORM f'C-- 1"14TER EASEMENT- UPPER EAGLE REGIONAL WATER AUTHORITY IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first above written. GRANTOR: (Name of Grantor) STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing Easement was subscribed and sworn to before me this day of , 20_, by WITNESS my hand and official seal. (S E A L) Notary Public My commission expires: ACCEPTED by the Authority this day of 120_. in General Manager Page 2 of 2 EXHIBIT A PROPERTY DESCRIPTION That part of Lot 1, A Resubdivision of Lots 1, 2, 3, 4 and 5, McGrady Acres according to the map thereof recorded at Reception No. 791066 in the office of the Eagle County, Colorado, Clerk and Recorder, described as follows: Beginning at a point on the southeasterly line of said Lot 1, whence the most easterly corner of said Lot 1 bears N45°53'00" 71.86 feet; thence continuing along said line S45'53'00"W 20.00 feet; thence departing said line N43°27'12"W 30.00 feet to the easterly line of an existing forty foot wide Utility Easement recorded at Reception No. 791066; thence along said easterly line N45°53'00"E 20.00 feet; thence departing said easterly line S43°27'12"E 30.00 feet to the Point of Beginning, containing 600 square feet, more or less. 00*aMmej'... o�P00 L / C4*F�4�*, ---- -------- Ma,--on L.3T97y ;Nlirado P.L.S. 3823� A* N1 L L ANC 0I **ftimmos♦ EAGLE BEND FILING NO. 2 (RN 545967) HOC 5 0' 30' 6 0' go, �2 s EXISTING / -,40' UTILITY / EASEMENT / (RN 791066) 40.0' / LOT 1 (RN 791066) P.O.B. �Gj<0 /L2 4.25' \ Ot` \� ,b0• \�897 q0 \ I L1 N 45°53'00" E 1 114.34' L2 S 87°33'33" W 1 19.03' Ss. 3� 101096 422 TRACT 0-2 (RN 202213560) WATER / SEWER / ELECTRIC EASEMENT (RN 202213560) C1 36`47'14" 1 50.00' 1 32.10' 1 16.63' 1 31.55' 1 S 74°02'50" E C2 35°06'54" 1 50.00' 1 30.64' 1 15.82' 1 30.17' 1 S 38°05'46" E 41199 HIGHWAY 6 & 24, EAGLE-VAIL P.O. BOX 1230 EDWARDS, CO. 81632 (970)949-1406 JOB NO. 1862.06 TO: Honorable Mayor Underwood and Council members FROM: Nicole Mosby, Senior Engineer �� RE: Notice of Award —Public Works Garage Photovoltaic System DATE: June 5,2024 c0L0HA[J0 SUMMARY: This report provides an update on the Photovoltaic (PV) system forAvon's Public Works (PW) Garage and requested Council approval of funding for a PV system. Staff requests Council authorization to issue a Change Order to Baker Constructors, the General Contractor on the PW Garage project, for the installation of a PV and battery system at the PW Garage. The PV System will convert solar energy into battery storage that can be utilized to run the electrical systems, including the electric boilers, during high energy cost hours and power the PW Garage operations during power outages. Staff request Council approval of the installation of the PW Garage PV System with 24-kWs of photovoltaic panels, one 60-kWh battery, and a concrete pad developed for installation of a future second battery. This supports an alternative to the Sustainability Department's goal of a PV & Battery Design for Swift Gulch Campus. BACKGROUND: The Avon PW Garage, approved by Council May 28, 2024, is currently under construction with an anticipated completion date of October 31, 2025. Council approved the Public Works Garage to be built as an all -electric facility on August 27, 2024. As a result, the in -floor radiant heat system was transitioned to an electric boiler system, in place of a natural gas system. A 24 kW PV array was initially planned for the project at a cost of $68,802, to help support these electrical loads. However, the PV array was subsequently removed from the PW Garage contract in hopes of Avon securing a grant through DOLA's Energy/Mineral Impact Assistance Fund (EIAF) for the installation of a Swift Gulch Campus -wide PV system. As that grant application was unsuccessful, Staff are now requesting $200,000 to fund a 24-kW PV array with a battery storage system to provide a renewable energy source of power and support reducing the energy costs of electrical loads at the PW garage. ANALYSIS: With the decision to go all -electric at the Avon PW Garage, two 60-kW electric boilers will be installed to provide heat to the facility alongside the standard electrical systems in the facility. Based on the August 27, 2024 Council Report Analysis (Attachment A), the energy costs of the all -electric garage are estimated to be $22,500 higher per year than the natural gas system. Holy Cross Energy provides the power supply to the facility, and Avon utilizes their "operational time of use" rate structure to receive reduced rates during "off-peak" hours, at $0.0675 per kWh. However, their "on -peak" rate apply daily from 4pm to 9pm at a substantially higher of $0.245 per kWh. Due to the high electric consumption of the 60-kW electric boiler heating system, Staff believe that installation of a PV array with a battery storage system will help alleviate energy consumption during the 5- hour window of high "on -peak" energy costs, reduce peak consumption charges, and provide emergency backup power. Working with local suppliers, Avon was provided with several options (in Attachment B) including a 24-kW PV array, inverter, either one or two 60-kWh batteries for energy storage, and other elements of a complete system. The 60-kW electric boilers are sized for one boiler to supply adequate heat for the building while the other acts as a backup. They operate in 25% increments (i.e. at 25%, 50%, 75%, or 100% capacity). As the on -peak energy rate is a 5-hour window, one battery would only provide 50% of the required power for 4 hours or 100% for 1 hour. While a second battery would provide twice the capacity, each battery costs over $50,000, and there are alternatives systems that Staff believe may be worth investigating prior to making that additional investment. 970-748-4076 NMosby@avon.org For example, investigation of a heat pump system during construction of the PW Garage proved to be excessively costly but may become more cost effective in the near future. Additionally, the August 27, 2024, Council Report Analysis (Attachment A) discusses the limited examples of garage type of uses and loading on an electric boiler system, and the difficulty of estimating the loading and usage of the system. After a season of winter usage, the heating system usage and costs can be better assessed to implement the most energy cost-effective and sustainable heating solution. Active Energies has assured Avon that it is unlikely that the Federal reimbursement on batteries for commercial storage will go away in 2025 or 2005. Additionally, Active Energies has assured that the batteries are "plug and play." Equipment installed under the General Contractor's contract is subject to a 5% markup with additional bond and insurance fees. A second battery can easily be purchased and installed without those markups as long as the concrete pad is built to house it. Staff have analyzed these options and suggest the installation of the 24-kW PV array, the concrete battery pad for two batteries, and installation of one 60-kWh battery at this time. FINANCIAL CONSIDERATIONS: This request is for approval of a Change Order to Baker Constructor's contract for the Avon Public Works Garage construction, proposal provided as Attachment B. The system installed under this contract is subject to additional markups by the General Contractor, but the system is also covered by the comprehensive two-year warranty in the Construction Contract. The direct cost of the PV array and one 60-kWh battery installation is $140,310, while two batteries are $190,460. Per Active Energies proposal (included in Attachment B), the PV System is eligible for rebates from Holy Cross Energy and Federal reimbursements, but these are applied for after system installation. 24.3 kW System - PV + 1 Battery 24.3 kW System - PV + 2 Batteries Holy Cross Rebate -$3,330.00 -$3.330.00 Federal Cash Pavrnent -$41,094,00 -$56.139.00 Total $89,830.00 $130.991.00 Adding in the costs of overhead, electrical work, conduit installation, concrete pads, and bollards; the proposed upfront cost of installation of the recommended one battery system is $197,036. Therefore, Staff are requesting an increase to the Avon PW Garage Budget of $200,000 for the PV and Battery change order and any minor contingency cost that may arise during the installation. RECOMMENDATION: I recommend Council approve installation of a PV System for the PW Garage with a 24-kW of photovoltaic array and one 60-kWh battery with the infrastructure developed for a future second battery and increase the budget of the Avon PW Garage by $200,000. TOWN MANAGER RECOMMENDATION: I recommend proceeding with this change order. The shift to an all -electric public works garage required more design and integration of both solar and battery capacity to optimize the electrical heating system. PROPOSED MOTION: `9 move to approve an increase to the Avon PW Garage Budget of $200,000 and authorize the Mayor to sign the Change Order to the Avon PW Garage Contract to install a complete 24-kW PV System with one 60-kWh battery and space to add a second battery." Thank you, Nicole and Eric ATTACHMENT A: August 27, 2024 Town Council Report: All -Electric Public Works Garage and update on Photovoltaics and Battery Storage for Swift Gulch ATTACHMENT B: Baker Constructors PV Change Order Proposal Page 2 of 2 ATTACHMENT A TO: Honorable Mayor Amy Phillips and Council members FROM: Charlotte Lin, Sustainability Manager Eric Heil, Town Manager RE: Approval of All -Electric Public Works Garage and update on Avon Photovoltaics and Battery Storage for Swift Gulch DATE: August 19, 2024 c 0 L o n A D 0 SUMMARY: This report provides a recommendation to approve an all -electric public works garage based on new information received from the Town of Vail and provides an update on our efforts to research photovoltaic and battery storage for the Swift Gulch Campus. BACKGROUND: In May 2024, Staff presented options for the new Public Works Garage between a high - efficiency natural gas boiler or an electric boiler for the new public works garage (Attachment A). Initial review favored a high -efficiency natural gas boiler due to the estimated five times higher operating cost of an electric boiler. Council requested more research into the potential for an all -electric system to support our climate action goals, to lead on all electric buildings as public agency, and to set a precedent for new construction. RESEARCH ON ALL -ELECTRIC PUBLIC WORKS GARAGE: The May 28 report estimated that electricity could cost five times more than gas. This estimate was based on advice from our architects on the project. We have not been able to identify an all -electric snowplow garage, so there is no data we can find on electric bills for an all -electric garage. However, since the May 28 Council meeting, we have gathered information from Town of Vail's outdoor snowmelt system which was recently converted to an all -electric system. Vail's data shows that the cost of electricity has been 3.34 times higher than with gas. We believe an outdoor snowmelt system is the most inefficient method of heating and that heating of a garage structure, even with doors opening and closing regularly, will be more efficient than an outdoor snow melt system. Based on our research, we estimate that the comparative electric cost will be closer to 2.5 times that of natural gas. The Public Works Garage is designed to use an in -floor heating system which does not lose heat as rapidly when garage doors are open and therefore should be more efficient to heat than the Avon Regional Transit Facility. Our revised estimate of an all -electric garage is $22,500 per year more than natural gas, which is down from our previous estimate of $60,000 additional cost per year. The revised five year cost estimate is $112,500 more cost for all -electric compared to gas boiler, which is down from our previous five year estimate of $300,000. The updated project costs are as follows: Base Construction Cost Contingency (5%) All -Electric Cost New Electric Transformer Total Project Cost: Estimated Gas/Electric Utility Costs Option 1: Gas Boiler $3,964,038 $200,000 $4,164, 038 $15,000/yr Option 2: All -Electric $3,964,038 $200,000 $89,000 $35,000 $4,288,038 $37, 500/yr 970.748.4004 eric@avon.org SWIFT GULCH CAMPUS: We are continuing to research a larger scale installation of photovoltaics combined with batter storage to maximize the use of on -site renewable energy generation. This will include a comprehensive evaluation of the entire Swift Gulch campus (including the Avon Regional Transit Facility, Fleet building, and new Public Works Garage). The goal is to maximize the use of PV solar and battery storage across this campus to achieve the following outcomes: (1) Minimize or eliminate electric bills for all three buildings; (2) Install a flexible system where electric can be provided where and when needed (e.g. ARTF will have increased overnight electric demands as electric bus fleet grows); (3) Establish an energy independent public building campus that can function in the event of catastrophic emergency and disruption of Holy Cross Energy grid (e.g. wildfire event); (4) Secure net metering and battery lease agreements with Holy Cross Energy that reduce electric bills and/or generate revenues; (5) Maximize any federal rebates (currently at 40% of cost of equipment) and pursue all relevant grant funding (there is significant federal money available under the Infrastructure Act); and (6) Achieve a reasonable rate of return and time frame for the investment (i.e. 7-12 years) We are currently working with Active Energies, Holy Cross Energy, and consulting with energy engineers and experts from CORE and REG Engineering. We also hope to involve the National Energy Research Labs (Tamra was able to provide introductions to this resource). There are many interrelated complexities in evaluating a large-scale renewable energy system. Holy Cross Electric limits the amount of solar generated electricity that can be sold back to Holy Cross Energy. Holy Cross Energy also increases prices for electricity usage during the peak time of 4pm to 9pm, when photovoltaic electricity is not being generated. A campus wide solution that maximizes photovoltaics and pairs with appropriately sized battery storage could amount to a $2 million project. Federal rebates, grants and partnership agreements with Holy Cross Energy could reduce this cost by 50% to 75%. There is A LOT more research to do, but we think we are pointing the right direction. We think it is appropriate to defer the installation of any photovoltaics or batter storage on the Public Works Garage until we have an evaluation and comprehensive plan for the entire Swift Gulch Campus. The Public Works Garage will be constructed "electric ready" per our building code, so installation of photovoltaics at a later date will not be more difficult than installing as part of the current project. RECOMMENDATION: We recommend the Council approve the Public Works Garage as an all -electric facility. MOTION: " I move to approve switching the construction of the Public Works Garage to an all -electric heating system." Thank you, Charlotte and Eric Page 2 of 2 Baker Constructors 5560 Iris Parkway ATTACHMENT B Frederick, CO 80504 720.491.3427 CHANGE PROPOSAL Project Name: Avon Public Works -Storage building Baker Project #: 24-1011 PCO# 15 CP Description: Photovoltaic System Scope Description: 1). Demo Asphalt for Conduit 2). Prep Equipment pad, instal[ 6" class 6" base 3). Excavate 5'+ trench and install six each 1" conduits and two each 2" conduits 4). Install Equipment Pad and base (assumes #4 bar @ 18" on center 5). Install Bollards & Bollard Sleeves 6). Prep and patch asphalt as needed 7). Install Breaker Kit to convert Panel A into a Main Breaker Panel 8). Provide and install Photovoltaic system and Battery storage system. Excludes Moving the snow guards. (Rich is confident he can fit the panels above) Holy Cross or Federal Cash Payment (These will need to be applied for by the Owner) Acceptance of this Proposal extends the Contract Completion date to October 31, 2025. The total cost to provide the Scope of Work described (breakdown below): COST BREAKDOWN BAKER CONSTRUCTORS Date: Source: N/A Initiating Document: Informal Request Schedule Impact: 10/3 Add Amount: $197,036.00 Cost Code: Subcontractor Name: Description: Amount: Allowance Sawcut Asphalt (assumes 40 LF) - (Previously approved) 292 Allowance Asphalt Removal allowance (Assumes 100 Sq Feet) (Prev appr) 120 Silverback Prep Equipment Pad, install 6" of class 6" base (PrevAppr) 2,525 Trinity Asphalt Disposal (Previously Approved) 750 Adkins Electric Service Provide Deept Trenching, conduits, and Panel conversion P/A) 23,263 Baker Industrial Fabricatioi Provide 8 each 6" x 72" Bollards (Previously approved) 2,400 Baker Concrete Solutions Install Equipment Pad and Bollards (Previously Approved) 8,580 U Line Bollard Sleeves (Previously Approved) 400 Active Energies PVsystem +1Battery -NEW 140,310 Allowance Provide location & Elevation of Equipment Pad (P/A) 2,100 Allowance Compaction Test Allowance (Previously Approved) 1,000 Allowance Paving Patch Allowance (assume 100 sq feet) (P/A) 1,067 Cost of Work 182,807 Margin & Overhead (5%) 9,141 Subtotal 191,948 Insurance Premium(.9%) 1,728 P&P Bond Premium(1.75%)i 3,360 Totall 197,036 Baker Constructors Director of Construction Title Q4- f"-2S Date Town of Avon Signature Nicole Mosby Print Name Town Engineer Title Date Notwithstandingany provisionto the contrary, by signing this Change Request.Owner represents and agrees that : (1) Ownerapproves the pricing set forth herein; (2) this Change Requet shall automatically become parlor the Contract Documents; (3) Baker and/or its subontractors and/orsuppliers are directed to proceed with the changed and/or extra work defined herein and the supporting documentation; (4) Owner Is obligated to pay for such work In accordance with the Contract Documents; and (5) Contractor is not responsible for anydesign errors oromissions resulting from such change. M( I T 1 N I "j NEI*%' I P]S SOLA I: ].I.. Active Energies Solar, LLC. PO BOX 7627 Avon, CO 81620 Phone: (970) 306-4233 Fax: (866) 403-3485 info@activeenergies.com www.activeenergies.com ROT" "ke JII: f- ❑c Active Energies Solar A` a IF F -� - i :allation_ Breckenridge, CO WHO WE ARE Active Energies Solar, LLC was founded in 2006 with the vision to provide renewable energy solutions that positively impact our environment and have solid financial returns for our customers - both residential and commercial. By pursuing that vision, we have become one of the most experienced solar companies in the Colorado High Country. We are a locally owned small business, and are a proud member of our community. We have helped hundreds of families and businesses become more energy efficient and environmentally friendly As part of our mission, we feel it is necessary to address energy efficiency and usage at all levels. For solar installations, we encourage a high level of energy efficiency be achieved prior to installing renewable energy resources. Our Solar Installation team will work directly with our Energy Audit partners to optimize performance of both the PV System and your new home. Solar Design and Installation: Active Energies Solar, LLC is dedicated to promoting energy efficiency in our communities. We provide complete, turn -key solar solutions with all aspects of system design, installation, project management, permitting, rebate assistance and warranty management included. Active Energies is committed to serving you, and our installation experts will be there every step of the way to provide you one-on-one service and answer all of your questions. Our Team: Our team is made up of a group of individuals with a passion for sustainability and green technology. We have over a decade of experience in design, sales and installation of beautiful, clean solar projects. Our professional design team will maximize the production of your system, with a keen eye to the beauty and aesthetics of building the perfect system for your home. Our team of professional installers will make sure that the design vision is realized, and that the project site is safe, clean, and done right! COMPANY VISION We help our customers realize the benefits of renewable energy, such as solid financial returns and a positive impact on the environment, through our unique "Commitment to Solar, Commitment to You" approach. Which means our in-house installation and customer support teams make the process easy and convenient. How it Works A typical Solar 5yslem Is made up of the folkywing components; Solar Panels - change sunllghl Info diiscl ctwenl (DQ electriclly Suppara Slruciure - arraches the solar panals to =r or 4ullCding_ Wiring - provides a rx" foF electril'ihv to ftw ( Inverter - changes DC to AC _ } electriclly used in residemes & other b+u"ngx Meter - provides dala about the energy (kWh) produced, used, or senl to the LAIN i FIGURE 1: SOURCE: SANYO Grid -Tied Solar A grid -tied solar PV system consists of an array of photovoltaic panels connected via an inverter (or micro -inverters) to provide power for your home. During the day, any excess production feeds into the grid, spinning the meter backwards. At night when the solar modules are not producing electricity, the electricity comes from the grid. If enough energy is exported during the day, it will balance or exceed the amount you draw from the grid at night. Grid -tied solar does not have a backup energy source in the event of a grid outage, unless batteries are added to the system. Commercial -grade photovoltaic systems are uniquely positioned for higher -than -average utilization of power conversion and control equipment resulting in a faster rate of financial return on investment. Photovoltaic System Design PV System Design - Avon Public Works Garage (New Construction) The following quotation is for the design and installation of a roof mounted, grid -tied, photovoltaic (PV) system to be located on the southerly facing 6:12 sloped roof section of a new commercial space located at 500 Swift Gulch Road, Avon, CO 81620. Proposed Layout - 24.3kW 60 Solar Panels 34,395 kW-h *Unknown % System Size �O\ Annual Energy Production Energy Offset I -h ESS Bank 120kW Outdoor SolArk 30k Inverter - Outdoor ESTOP -Outdoor Panel "A" -Indoor E AP Smart RSD-PLC - Outdoor] Inverter Disconnect (200A) - Outdoorl IVIDB 1200A - Outdoor I *___4Net Billing Meter - Outdoor 24.3kW -DC ARRAY 1 Arl 0111111"-I 'A Y�` _ 4P NOT TO SCALE Revision: Avon Public Works 3ACTIVELO System: Equipment Site Plan Site Address: 500 Swift Gulch Rd. Avon, CO 81620 Design: IRS -L.-.z ir, Yzo ]IV, S > Mailing Address: 500 Swift Gulch Rd. Avon, CO 81620 Approve: RS 0— S0EAn Utility: Holy Cross Energy Date: 05/1212025 ,,1LC Photovoltaic & Battery System Design PV + 1 BATTERY Equipment: Panels: 60 Trina Solar TSM-405DEG15MC.20(II) Premium Bi-Facial solar panels @ 405 watts (or equivalent) Inverter: 1 x Sol -Ark 30-k-3P-208V Inverter w/AP Smart Rapid Shutdown Batteries: 1 x Sol -Ark L3-HVR-60kWh Outdoor HV Battery (60kW of total storage capacity) Mounting Equipment: Ironridge Racking Equipment. Monitoring: Sol -Ark Monitoring 3M Financials: Complete System Cost $140,310.00 Holy Cross Rebate $(3,330.00) Federal Cash Payment* $(41,094.00) Net Cost $95,886.00 Photovoltaic System Design OPTION 2 - PV + 2 BATTERIES Equipment: Panels: 60 Trina Solar TSM-405DEG15MC.20(II) Premium Bi-Facial solar panels @ 405 watts (or equivalent) Inverter: 1 x Sol -Ark 30-k-3P-208V Inverter w/AP Smart Rapid Shutdown Batteries: 2 x Sol -Ark L3-HVR-60kWh Outdoor HV Batteries (120kW of total storage capacity) Mounting Equipment: Ironridge Racking Equipment. Monitoring: Sol -Ark Monitoring Financials: Complete System Cost $190,460.00 Holy Cross Rebate $(3,330.00) Federal Cash Payment* $(56,139.00) Net Cost $130,991.00 Photovoltaic System Financials • Design and full installation of functional, code compliant system, including all required equipment and labor • Full system documentation including permitting, invoices, instructions and warranty information provided during system installation • AC electrical connections of Solar to be performed by project Electrician • All DC electrical work overseen by NABCEP certified staff • All applicable local, county and state taxes • Permit procurement and payment • Facilitation of applicable rebate processes • Remote Monitoring System • Financing options are available • References available upon request Logistics: Upon acceptance of this proposal, Active Energies Solar LLC requires the completion of an installation agreement with a down payment due at signing. This will begin product procurement, permitting and rebate processes. When equipment has been received Active Energies will then install your system according to all applicable codes and complete the AC connection to the grid. At this point the final payment is to be made. The final steps include inspection and approval, net meter installation by the utility company, and final rebate processing. Now, your system is operational and you can start feeding the grid! Payment Schedule 24.3 kW System - PV + 1 Battery 24.3 kW System - PV + 2 Batteries Down Payment $70,155.00 $95,230.00 Final Payment $70,155.00 $95,230.00 Holy Cross Rebate -$3,330.00 -$3,330.00 Federal Cash Payment*** -$41,094.00 -$56,139.00 Total $89,830.00 $130,991.00 *Please confirm pricing and panel availability prior to contracting* Net Metering: Holy Cross Energy offers net metering; when more electricity is being produced by your PV system, power is fed to the electrical grid. Your bill is then netted, the electricity you consumed and the electricity feed back into the grid, so you only pay the net amount. If there is a positive yearend balance, Holy Cross Energy will write you a check for the average wholesale cost of electricity for the prior 12-month period. HCE will require approval of an Interconnection Agreement document to receive their rebate and connect to the grid. Customer Insurance Requirements: The Interconnection Agreement with your utility company, which is signed before net metering installation, requires proof of insurance. This insurance shall be "liability insurance with a combined single limit for bodily injury and property damage of not less than $300,000 (under 10kW) or $1,000,000 (over 10kW) per occurrence." This is a standard coverage limit and only a copy of the coverage is required. Please contact your insurance carrier to verify and provide proof of coverage. Warranty & Insurance: There is a 3-year warranty on installation and workmanship, 12-year warranty on inverters and 25-year warranty on the panels and optimizers. A more complete warranty statement is available during contracting. Active Energies Solar LLC carries liability insurance on all work and employees. Assumptions: • The electrical service for the structure is 120/208V 3 phase. • The 2021 IFC Code for the structure will allow for 4ft fire setbacks along the perimeter of the parapet and tilted roof sections. • The flat/tapered roof aspects or of a generally southerly aspect. • Structrual Assessment will be done by the Customer, and will ensure that the rood will be able to accommodate an additional 5psf load BEYOND snow load requirement • AES will perform the AC interconnections for the solar and/or batteries Non -Financial Benefits of Solar: A 24.3 kW PV system each year (www.solarenergy.org): • prevents 21.9 tons of coal from being mined I prevents 43.7 tons of CO2 from entering the atmosphere • keeps 30,618 gallons of water from being consumed c e • offsets 64,468 miles from Rebeing driven ;;1% • is equivalent to planting 146 trees ►\ • keeps NO and S02 from being released into the environment v • Knowing that you are taking another step in protecting the environment! Help free yourself from the utility company by limiting your exposure to increasing energy costs. Own your electricity instead of renting it. By 2090, the EPA estimates some Colorado ski areas will see seasons shortened by as much as 80 percent from present-day levels.! This snowpack is essential for our drinking water and recreational snow. We all can do our part to stop the global warming trends. You have the power to reduce your electrical usage, reducing stress on our electrical grid and emitting fewer greenhouse gases. Thank you again for choosing Active Energies Solar LLC. Our goal is to save you money on your utility bills, while lessening impacts on our fragile environment. With this in mind, please let us know if there is any way we can better serve you. Best Regards, 1:zlc,kpr� CL�tb�v�,e Owner Active Energies Solar, LLC rich(tactiveenereies.com www.activeenergies.com F"—iO -- Single Cabinet Foen 1— Foundation Detail NOTE: This design contains two battery units. Distance from last unit to end of slab - 24". �a -u 1'-8", T P. A � I t i I 1 i I I Figure 5 Side V—ofF—d--fogpgn 8) 20" Q POST•INs rALLED ANCHORS CAsr•IN PLACE ANCHORS At.]mm[I.En] HEX RJf HEAW HIX LWK TLISIEA tals n[f.Yn] IOCK lGClf WISHER M1 1O51EP I MI WA ER IXeLnm [55 ] ".W. • • • • • • WA•rm [Lfi,] BS/B' ASN r15% M. >8 iHffAOfD ROD EPOM WO rDEfOT*N r/ Htn Xs/e' ASIy fi56X HEW RIX NW TA']l RR-Hv me v3. - i EPFEU 'E OR M W.RDO YtIR� Rl �� WaMMaO, *M&LAT04 & SPDCIEL bSPECnOX PER MUFUNRER SPECS NO ICE ESR-4848. M. Fastners Avon Public Works System: Foundation Utility: Holy Cross Energy Inverter Conduit Entry oC= Oo 00000000 000000000 00000000 000000000 00000000 000000000 Revision: 3 Site Address: 500 Swift Gulch Rd. Avon, CO 81620 Design: IRS Mailing Address: 500 Swift Gulch Rd. Avon, CO 81620 Approve: IRS Date: 05/12/2025 q56 [53-4I 18' 8" 9' 6" 18"� I I V 24" I I I I I I �" _I 24" 30" II I I I II I I I II I I I Gufter ESS IP55 Unit 2 ESS IP55 Unit 1 Inverter 24" - - - 44" NOTE: 8" x 8" x 24" Gun Recommended All conduit to be routed in boundary of gutter. NOTE: 12" Slab thickness. See rehar schedule on page PV-6. Recommended Slab Lmtoul-2 Unite ACTIVE �NERGIES i SOLAR. ,ILC 0- PSol Ark Modular Solutions L3 HV-40: Stack up to 10 inverters / 160 battery cabinets for 300kWac / 6.4MWh Efficient and Flexible Increase business uptime and reliability with industry leading backup power. L3 HVR-60: Stack up to 6 Reduce utility demand charges inverters / 36 battery cabinets for with integrated peak shaving 180kWac / 2.2MWh control. Sell excess energy back to the grid or participate in DER programs. Scalable and Cost Effective Maximize ROI on your investment with industry leading cost per kWh. Reduce wiring costs and integrate electric vehicle charging stations using the GEN port. Combine renewable energy sources. Innovative Integrated controls, 200A transfer relays, AC and DC coupling Reduce installation costs with built-in module and cabinet fire suppression Integrated four channel MPPT's allow for maximum charging efficiency FSol Ark Perfect for Light Commercial Simplifies adding energy storage to small commercial buildings. Native 120/208 3P output simplifies installation removing the need for bulky step-down transformers AC/DC Coupling Capability Modular & Scalable Energy Seamless Backup Power Enabling seamless integration Modular and flexible design Helps met your corporate with existing grid -tied PV allowing for easy installation renewable energy goals and systems and expansion. decarbonization efforts Allows for efficient DC coupling Accommodates a range of Blazing fast 5ms transfer time using the integrated 4x channel system sizes with outputs with 200A grid relay allows for MPPT charge controller. starting from 30kW going to business continuity during grid 300 kW outages. / i / BOLLARDS SPACED 5'-0" EXISTING ASPHALT LOT SEE ARCHITECTURAL PLANS / \ ; FOR DETAIL = 3.0' STANDARD CLEARANCE EXISTING ASPHALT LOT I RF\" DI I lvly F F\vlvi U L.0 F\D TO 1.5' CURB IN 5 LF i CONCRETE APRON NOTE: 8" THICK SLAB —ON —GRADE, OVER 2 FEET OF RE —COMPACTED, NON —EXPANSIVE STRUCTURAL FILL. SCARIFY GROUND SURFACE 12" BELOW, MOISTURE CONDITION AND COMPACT TO 95% MODIFIED PROCTOR. REFER TO GEOTECHNICAL REPORT FOR ADDITIONAL REQUIREMENTS. REINFORCE W/ #6 0 12" O.C. EA. WAY. LOCATE REINFORCING 3" FROM SUPPORTING SOILS (BOTTOM OF SLAB) USING APPROPRIATE SUPPORT CHAIRS. CONCRETE TO BE A MINIMUM 4,500 PSI, WITH A MINIMUM W/C RATIO OF 0.5 BASED ON AN ASSUMED S2 SULFATE CONCENTRATION. CONTRACTOR TO PROVIDE FINAL SULFATE CONCENTRATIONS. CONCRETE IS AN F2 FREEZE THAW CLASSIFICATION. CONTRACTOR TO PROVIDE FINAL CONCRETE MIX DESIGN BASED ON ADDITIONAL TESTING AS PROVIDED BY CONTRACTOR. LEGEND EXISTING PROPOSED PROPERTY LINE EASEMENT BUILDINGS /5775 5775 �5774\ CONTOURS 774 ASPHALT LOT ASPHALT DRIVE CONCRETE A °a RETAINING WALL ROOF OVERHANG CHANNEL/SWALE CENTERLINE PROJECT BENCHMARK: BASIS OF ELEVATION: USGS NAVD 88 BENCHMARK "D-47" EL=7499.36'. BASIS OF PROPERTY LINE LOCATION: FOUND MONUMENTS ON PARCELS, AS SHOWN AND DESCRIBED ON PARTIAL TOPOGRAPHIC SURVEY & ELEVATION EXHIBIT LOTS 1A & 1B, SWIFT GULCH ADDITION BY EAGLE VALLEY SURVEYING, INC DATED 9/2020. EXISTING UTILITY LOCATIONS: COLLINS ENGINEERS INC. ASSUMES NO RESPONSIBILITY FOR EXISTING UTILITY LOCATIONS (HORIZONTAL OR VERTICAL). THE EXISTING UTILITIES SHOWN ON THIS DRAWING HAVE BEEN PLOTTED FROM THE BEST AVAILABLE INFORMATION. IT IS HOWEVER THE RESPONSIBILITY OF THE CONTRACTOR TO FIELD VERIFY THE LOCATION OF ALL UTILITIES PRIOR TO THE COMMENCEMENT OF ANY CONSTRUCTION ACTIVITIES. BUILDING AND COLUMN GRID NOTE: PROPOSED BUILDING OUTLINE AD COLUMN GRID PROVIDED BY GSG, IN FILE NAME "2237 AVON PUBLIC WORKS FACILITY (08-15-23)—SHEET — A3-10 — FLOOR PLAN" RECEIVED 08/15/2023. SEE ARCHITECTURAL PLANS FOR EXACT BUILDING DIMENSIONS. ALL BUILDING INFORMATION SHOWN ON THIS PLAN IS FOR REFERENCE ONLY. SCALE: 1 " = 10' 10 8 6 4 2 0 5 10 (1)zo L z z .�■■� z � V Q J a d o w W 0 >: Z) w U) W w L U W Lu w a Q 2 U C U ❑ Q � om O U U 22 O W �a�vm m mM i c to rH V u Z W No. Revision Description Date Lu Q Q0 N (0 r 00 W 0 u Z 6 00 0 u SIEMENS m 0 LL0 J � m s u z a 0 z� 0 > U) o Q PROJECT #: 2237 DATE: 03/15/2024 DRAWN BY: KNA CHECKED BY: BMF GO SITE PLAN Cl no U) U N C`3 Q E ro U w o_ N M LO N O N LO s POLE LTS (VIA TC) MOUNT UNDER EAVE ON NW CORNER, AIM NORTH UNSWITCHED _ 120V CIRCUIT IN C1 C PANEL 'A' C 1 TO SPARE PANEL 'A' LIGHTING CIRCUITS QUANTITY AS REQUIRED BLDG LTS (VIA PC) C2L TO PANEL 'A' LIGHTING CIRCUITS QUANTITY AS REQUIRED 0 PHOTOCELL TORK #2101 OR EQUAL ASTRONOMICAL TIME CLOCK. TORK #DWZ100B OR EQUAL. C1 COORDINATE TIME SETTINGS WITH OWNER. OFF - 11:00 PM, ON - 1 HOUR BEFORE START OF BUSINESS COORDINATE WITH OWNER C 1 30A ELECTRICALLY HELD LIGHTING CONTACTOR. 4 POLE SQUARE D CLASS 8903 OR EQUAL. C 2 30A ELECTRICALLY HELD LIGHTING CONTACTOR. 4 POLE SQUARE D CLASS 8903 OR EQUAL. SPARE EXTERIOR LIGHTING CONTROL ONE —LINE N.T.S. TYPE BB - SINGLE HEAD .HAMFER DGE TONE AND RUB .ONCRETE FINISH AFG 1:1•_1919 I T IN AND OUT )W GRADE )F #6 )TTOM BASE POLE BASE MOUNTING DETAIL TYPE 'BB' N.T.S. ELECTRICAL SITE PLAN 1 " = 20'-0" TYPICAL J—BOX FOR FUTURE EV CHARGER MOUNTING DETAIL N.T.S. REFER TO SOLAR INSTALLER DRAWINGS FOR EQUIPMENT LOCATIONS, CONNECTIONS, AND CONDUIT SIZING. SPACE FOR SOLAR INVERTER SPACE FOR SOLAR METER 200/3 DISCONNECT FOR PANEL'A' (SOLAR CONNECTION) AA ,0--i ' [A-1] (CART) O AA a [A-1] (PART) O UG NEW BUILDING ELECTRICAL PLANS, SEE SHEET E3.10 A-1 (PART) O1 4 \UG U i A-3 � 2"C ON ROOF TO ABOVE MDB FOR SOLAR BY OTHERS MDB CT/PT CABINET DATA CABINET UG A-1 / EV-2,4 (PART) EV-2 I � O 4UG EV-10,12 UG �,6> rwj'P -U � �UG 2 / EV-6,8 UG J 5 j r T J WPO EV-14,1 APPROXIMATE LOCATION OF EXISTING UTILITY TELEPHONE PEDESTAL APPROXIMATE LOCATION OF EXISTING UTILITY PAD MOUNT TRANSFORMER 0 10 20 40 a Scale: 1 "=20' NORTH 1 1 FLAG NOTES - THIS SHEET ONLY iOLOCATE EXISTING UNDERGROUND CONDUITS PRIOR TO GRADING. RELOCATE, EXTEND AND REPAIR AS REQUIRED TO ACCOMMODATE THE NEW BUILDING LOCATION. COORDINATE WORK WITH CIVIL, PRIOR TO STARTING ANY WORK. NOTIFY ENGINEER OF DISCREPANCIES. O2 PROVIDE RED WARNING TAPE WITH TRACER WIRE 12" ABOVE. OPROVIDE YELLOW WARNING TAPE WITH TRACER WIRE 12" ABOVE. O4 EXTERIOR LIGHTING CONTROLLED VIA TIMECLOCK AND CONTACTOR, REFER TO EXTERIOR LIGHTING CONTROL, THIS SHEET FOR FURTHER INFORMATION. O5 (PULLCORD) 2"C FOR FUTURE EV CHARGING STATION INSTALLED BY OWNER, WP J-BOX MOUNTED TO UNI-STRUT POST. SEAL CONDUIT TO PREVENT ENTRY OF MOISTURE AND RODENTS. COORDINATE FINAL LOCATION AND POWER REQUIREMENTS WITH ARCHITECT/OWNER PRIOR TO ROUGH -IN. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. ODUAL EV CHARGING STATION, COORDINATE FINAL LOCATION AND POWER REQUIREMENTS WITH ARCHITECT PRIOR TO ROUGH -IN. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. OEXTERIOR LIGHTING CONTROLLED VIA PHOTOCELL AND CONTACTOR, REFER TO EXTERIOR LIGHTING CONTROL, THIS SHEET FOR FURTHER INFORMATION. 4 L L z z rn �J Z } Q � J Z Q 0 w W ■� s� o �} J Z) W W Lu L U } W W W - Lu 2 U Cl) U CD ❑ Q J w J z CO wya W � � r 0 F< Q �`�0 _ w U ow 1 (n 0 � U m � 3 w w �w w cf) Q od a� 1 No. Revision Description Date 7 AS #04 05/14/25 >0 Q 0 N um T W 0 �e V z cc n 6 O 0 0 Q n 0 LL0 J � m s � a 0Z 4'd O W 0 Q Y+ PROJECT #: 2237 DATE: 03/15/2024 DRAWN BY: CAD CHECKED BY: WMC ELECTRICAL SITE PLAN El mOO 0 EM 2 C AA 17 o_ 0 co LO N O N LO s +36",GFI [A-6] �' 14 �'%^%o' L. 14 [M-7] Q [M-9] I r1 [M-81 GF� 16 GF 1 ENLARGED MECHANICAL ROOM POWER PLAN - ALTERNATE #1 1 /4" = V-0" 0 5' 10' Scale: 1 /4"=V-0" 4 '5 7 7 rA V —� 11 C 2 S Is Is VS [A-14] [A-14] [A-14] MEZZANINE LIGHTING PLAN 1/8" = 1'-0" 2 PRIMARY 2 DAYLIGHT 2 (TYPICAL) D dl [A-10] [A-10] P) A A dl dl (P) (P) (P) (S) SECONDARY DAYLIGHT 2 (TYPICAL) VS HB [A-10] FIRST FLOOR LIGHTING PLAN 1/8" = 1'-0" PUMP CONTROLLER 120V, 6A ZONE VALVE CONTROLLER 120V, 11 A 4 POLE AMP 120 E AL1VOLT ELECTRICALLY HELD CONTACTOR. AL NEMA 1 ENCLOSURE 120V CIRCUIT C DWH-1 120 VOLT CONTROL CIRCUIT SPARE 120 VOLT UNSWITCH CIRCUIT RED MUSHROOM HEAD TYPE PUSH BUTTON WITH PLEXIGLASS FLIP UP COVER NAME P 3" X 5" F HIGH WI PROVIDE BOILER EPO (EMERGENCY POWER OFF) SWITCH. LOCATE INSIDE ROOM AT BOILER EXIT. 120/277 VOLT, SINGLE POLE RED MUSHROOM HEAD SWITCH. PROVIDE COVERPLATE FOR SWITCH AND LABEL/ENGRAVE "EMERGENCY BOILER SHUT DOWN". LOCATE AT EXIT DOOR FROM BOILER ROOM —46 DWH-1 SHUT DOWN CONTROL DETAIL 5 &+24", +24"+24" -14j GFI [A-24] GF� [A-26] GFI MEZZANINE POWER PLAN 1/8" = 1'-0" N.T.S. EV RESTROOM STORAGE CHARGING 101 STATI4 EV R777 5 c 1 EV CHARGING 2 EV CHARGING � STATION CHARGING 4 5 102 V MECHANICAL SPACE FOR SOLAR STATION STATION WH 103 ATS/INVERTER 4<4 2 a_ - _ d +24", +24", 2 SOLAR METER �� +24", GFI [A-2] J A- ]GFI J J J 3F 1 PANEL'EV' [A-2] GFI C S S S S GFI [EV-1,3] 13 J J [EV-5,7] [EQ-11,13 [EV-9,11] -13,15 TO AN L A'PANEL'M' 1 200/3 DISCONNECT FOR PANEL'A' [A-4] 13 A-30] [ ] 71-- 1 A-14 19 O[]B (SOLAR CONNECTION) P +24", OJ O CONNECT TO TIF7 AC, O2 O �i [A-1�}] [A-14] [A-14] [A-14] 2"C FROM ROOF TO [P'-5] WP, GFI [M-24,26] LOCAL LTG CIRCUIT GFI[A-14] ABOVE MDB FOR^v EFER TO MEZZANINE Q7 [A-6]@ 15SOLAR BY OTHERS OWER PLAN, THIS SHEET EV[A-10] REFERTO [A-12] [A-12] MDBAMEZZANIN A A L CHARGING J WHLIGHTING PLAN, CT/PT STATION [EV-17,19 M-16] 1dl THIS SHEEt dl dl CABINET cJ cJ cJ EWC O(P) (P) (P) M[A-9] 124[A-7] 12 [A-11] [A-13][A-8] 10 12 o 0 12 +24GFI STORAGEVS HB VS [A-4] EUH 102[EQ-6,8] 5 TO EF [ASO[M-12] 1 B [A-21]+24", GFI [EQ-10,12] 6 [A-34,36,38] MOTORIZED OVERHEAD DOOR 18 FLAG NOTES - THIS SHEET ONLY +48", UP/DOWN/STOP CONTROL STATION FURNISHED WITH DOOR. EC TO INSTALL AND CONNECT. CONNECT TO UNSWITCHED PORTION OF LOCAL LIGHTING CIRCUIT FOR EM OPERATION. PROTECTED BY GFI BREAKER. FUTURE 208V, 1 PH RECEPTACLE, EC TO VERIFY LOCATION AND POWER REQUIREMENTS WITH OWNER PRIOR TO STARTING ANY WORK. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. HOTSY, 208V, 1 PH, 42A, BASIS OF DESIGN. EC TO VERIFY LOCATION WITH OWNER AND POWER REQUIREMENTS WITH MANUFACTURER. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. AIR COMPRESSOR, 208V, 1 PH, 30A BASIS OF DESIGN. EC TO VERIFY LOCATION WITH OWNER AND POWER REQUIREMENTS WITH MANUFACTURER. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. SEE TYPICAL LIGHTING CONTROL DETAILS, SHEET E7.0 FOR FURTHER INFORMATION. NOT USED. FLUID STATION, 208V, 1 PH, 10A BASIS OF DESIGN. EC TO VERIFY LOCATION WITH OWNER AND POWER REQUIREMENTS WITH MANUFACTURER PRIOR TO ROUGH -IN. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. DATA CABINET, DOUBLE DUPLEX RECEPTACLE MOUNTED INSIDE DATA CABINET. PROVIDE ALL REQUIRED HARDWARE AND ACCESSORIES FOR A FULLY FUNCTIONING SYSTEM. NEMA 3R ENCLOSURE. 11 MOUNT LOW VOLTAGE SWITCH TO WALL. 12 CORD REEL, REFER TO CORD REEL DETAIL SHEET E7.00 FOR FURTHER INFORMATION. COORDINATE FINAL LOCATION WITH ARCHITECT/OWNER PRIOR TO ROUGH -IN. PROVIDE J-BOX AND CONDUIT FOR MECHANICAL LOW VOLTAGE CONTROLS. EC TO COORDINATE LOCATION, MOUNTING HEIGHTS, CONDUIT SIZE, AND REQUIREMENTS WITH MECHANICAL PRIOR TO ROUGH -IN. TO MDB, REFER TO ELECTRICAL ONE -LINE, SHEET E5.0 FOR FURTHER INFORMATION. EPO FOR GAS -FIRED WATER HEATER, COORDINATE FINAL LOCATION AND INSTALLATION WITH MECHANICAL PRIOR TO ROUGH -IN. REFER TO DWH-1 SHUT DOWN CONTROL DETAIL, THIS SHEET FOR FURTHER INFORMATION. 16 NOT USED. SHOWN FOR REFERENCE ONLY, REFER TO ELECTRICAL SITE PLAN, SHEET E1.00 FOR CIRCUITING INFORMATION. MOTORIZED OVERHEAD DOOR, BASIS OF DESIGN RAYNOR CONTROL HOIST STANDARD, 208V, 3PH, 3/4HP PER ARCHITECTURAL SPECIFICATIONS 08 36 13. EC TO COORDINATE POWER REQUIREMENTS WITH MANUFACTURER PRIOR TO ROUGH -IN. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. ig J-BOX FOR ROOF HEAT TRACE, EC TO COORDINATE FINAL LOCATION AND INSTALLATION WITH ARCHITECT PRIOR TO ROUGH -IN. NOTIFY ENGINEER OF DISCREPANCIES. HB VEHICL /EQUIPMENT STOORAGE [A-10] [A-10] [A-12] A A AOdOOddl (S) dl (S) (S) [A-10] VS HB Ddl [A-12] (P) Adl (P) VHB [A-12] A dl (P) 2 w -EM AA FIRST FLOOR POWER PLAN 1/8" = 1'-0" v DOOR180 5' 10'aScale:1/8"=V-0" NORTH L ANEL 'EQ' O[A-32] GFI ' MECHANICAL 7 EWH 103 3 REFER TO cJ ENLARGED MECHANICAL ROOM [A-15] POWER PLAN, THIS SHEET EF 1 A +24, GFI ° [EQ-19,21] 4 Y CJ [EQ-9] +48", GFI [EQ-7] TOOLS AND fEQ-5 RADIOS EQ-3� CHARGING [EQ-1] OUT / 9 J [A-23] �cJ +24" GFI Z t� i z Z Q � J Z a 0 w W ■� I s o �U } J Z) w w Lu L v>_ W W Lu w CL -U) 0 a 2 U Cl) U CD Q J w J z 2 r2 0 0< w J F =`8 a � U w�� ow (n N D m i 3 w w 1 � a od �w w aO 0 1 No. Revision Description Date 1 Revision 1 3 ASI #3 02/15/24 10/11/24 4 PR 01 5 RFI #20 12/06/24 03/13/25 6 CONFORMED SET 7 AS #04 04/28/25 05/14/25 >0 Q 0 N um T W 0 �e L) z cc n 6 O 0 0 Q n 0 J � LL0 s W � a 0Z 4'd O cn 0 Q 0 Y+ PROJECT #: 2237 DATE: 03/15/2024 DRAWN BY: CAD CHECKED BY: WMC FIRST FLOOR ELECTRICAL PLANS Ell 0 Source Data NODE= XFMR TO CTC " Source Impedence $CA= - 41000 Zl= VLNISCA= 0.002929 XIRl= 12 x1= Z1(sin(arctan()UR1)) 0.002919 Vet= 208 R1= X1/(X/R1) 0.000243 VuF 120 Conductor Data Conductor Impedence Conductor = 4 Runs 0350 CU Rc = 0.001555 Xc (per 100')= O.OD311 Xc= 0.001555 Rc (per 10D')= 0.00311 RZ= Rc+R1= 0.001798 Conductor per phase 4 x2= XC+X2= 0.004474 Length of Cond. (ft) 200 Results Z=SQRT(R2^2+X2^2)= O.DD48217 SCA=VLH/Z: 24906 ---SCA XIR= 2,49 Source Data NODE= CT CABINET TO MDB Source Impedence SCA= 24906 Zl= VLNISCA = 0.004822 XIRI= 2 x1= Z1(sin(arctan(X/R1)) 0.004474 VLL=2 R1= x1/(x/R1) 0.001798 VLrc= 120 Conductor Data Conductor = 3 Runs #300 Cif Rc = 0.000241333 Xc (per 100')= 0.00314 xr= 0.000209333 Rc (per 1DD')= 0.00362 R2= Rc+R1= O-OD2040 Conductor per phase 3 X2= xC+x2= O-OD4683 Length of Cond. (ft] Results Z=SQRT(R2^2+X2^2)= 0.0D51081 SCA=VLWZ= 23510 c ----- SCA XIR= 2.30 Source Data NODE= MDB TO PANEL A DISC Source Impedence SCA= 23510 Z7= VLNISCA= 0.005108 X/Rl= 2.30 x1= Z1(sin(arctan()UR1)) 0.004683 VLL= ` 208 R1= X1/()UR1) 0.002040 VLn= 120 Conductor Data Conductor Impedence Conductor = 9310 CU Rc = 0.000668 Xc (per 100')= D.004 xc= 0.0004 Rc {per 100')= 0.00668 R2= Rc+R7= O-OD2708 Conductor per phase 1 X2= XC+X2= 0.005083 Length of Cond. (11) 10 Results Z=SQRT(R2^2+X2^2)= O.DD57593 SCA=VLWZ= 2D851 < ----- SCA I = 1 88 Source Data NODE='MJ)B TO PANEL A Source Impedence SCA= 20851 Z1= VLNISCA 0.005759 XIR1= 1.88 x1= Z1(sin(arctan(X/R1)) 0,005083 Vll. 208 Rl= Xll(X/R1) 0.002708 WR= 120 Conductor Data Conductor Impedence Conductor = 0310 CU Rc = O.OD6012 Xc (per 100')= 0.004 xc= 0.0036 Rc (per 1DD')= 0.DO668 R2= Rc+R1= O.OD8720 Conductor per phase 1 X2= xC+x2= 0.008683 Length of Cond. (ft] 90 Results Z=SQRT(R2^2+X2^2)= 0.0123057 SCA=VIWZ= 9759 ¢---SCA XIR= 1. DD Source Data NODE= MDB TO PANEL EQ Source Impedence SCA= 23510 Zl= VLNISCA = 0.005108 x/R1= 2.30 x1= Z1(sin(arctan(X/R1)) 0.004683 VLL= 208 R1= Xll(X/Rl) 0.002040 VuK- 120 Conductor Data Conductor = #310 CU Rc 0.006346 Xc (per 100')= 0.004 Xc= 0.0038 Rc (per 10D')= 0.00668 R2= Rc+Rl= 0.008386 Conductor per phase 1 x2= Xc+X2= 0.008483 Length of Cond. (ft) 95 Results Z=SQRT(R2^2+X2^2)= 0.0119282 SCA=VLWZ= IW68 ---SCA XIR= 1.01 Source Data NODE= MDB TO PANEL EV Source Impedence SCA= 23510 Z1= VLNISCA = 0.005108 XIR1= 2.30 x1= Z1(sin(arctan(X/R1)) 0,004683 VLL= 208 R1= X1/(X/R1) 0.002040 VGrr- 120 Conductor Data Conductor Impedence Conductor = #310 CU Rc = D.00334 Xc (per 100')= 0.004 Xc- 0.002 Rc (per 1DD')= 0.00668 R2= Rc+R1= O.OD5380 Conductor per phase 2 X2= xC+x2= O.OD6683 Length of Cond. (n) 100 Results Z=SQRT(R2^2+x2^2)= 0.0D85793 SCAWLNiZ= 13997 <---SCA XIR= 1.24 Source Data NODE=' Source Impedence SCA:-- Zl= VLNISCA = 0.005108 XIR1= F x1= Z1(sin(arctan(X/R1)) 0.004683 VLL= _ J R1= x1/(x/R1) 0.002040 VLn= 120 Conductor Data Conductor = #310 CU Rc O-OD3507 Xc (per 100')= p Xc= 0.0021 Rc (per 100')= 0.[ Wt RZ= Rc+R7= O.OD5547 Conductor per phase Z. X2= XC+X2= O.OD6783 Length of Cond. (ft) 10 Results Z=SQRT(R2A2+X2^2)= O.DD87622 SCA=VudZ= 137D5 c----- $CA XIR= 1.22 Source Data NODE=!1 -W- FT7.= Source Impedence SCA= Z7- VLNISCA = 0.005108 )UR1= IN Vw x1= Z1(sin(arctan(X/R1)) 0,004683 VL4= Rl= Xll(X/R1) 0.002040 Wt 120 Conductor Data Conductor = 0310 CU Rc = 0.003006 Xc (per 100')= Xr= 0.0018 Rc (per 1DD')= R2= Rc+R1= 0.005046 Conductor per phase X2= XC+x2= 0.006483 Length of Cond. (ft] Lr, Results Z=SQRT(R2^2+X2A2)= 0.0D82152 SCA=VLWZ= 14618 <---SCA XIR= 1.28 Source Data NODE= MDB TO EUH-Z" Source Impedence SCA:-- 23510 Zl= VLNISCA= 0.005108 XIR1= 2.30 x1= Z1(sin(arctan(X/R1)) 0.004683 V"= 208 R1= X1/(X/R1) 0.002040 VuF 120 Conductor Data Conductor = #310 CU Rc = 0.004342 Xc (per 100')= D.004 Xc - 0.0026 Rc(per 10D')= 0.00668 R2= Rc+Rl= 0.006382 Conductor per phase 1 x2= XC+X2= 0.007283 Length of Cond. (ft) 65 Results Z=SQRT(R2^2+X2^2]= O.DD96835 SCA=VLWZ= 124D1 ---SCA XIR= 1.14 Source Data NODE= MDB TO B-1 ALT#1 Source Impedence SCA= U�Q.. Zl= VLNISCA= 0.005108 XIRI= x1= Z1(sin(arctan(X/R1)) 0,004683 VLL= R1= x1/(x/R1) 0.002040 VLrc= i20 Conductor Data Conductor = #410 CU Rc = O.OD6346 Xc (per 100')= ¢ xr= 0.0038 Rc (per 1DD')= RZ= Rc+R1= 0.008386 Conductor per phase X2= xc+x2= 0.008483 Length of Cond. (ft] r, Results Z=SQRT(R2^2+X2^2)= 0.0119282 SCA=VLWZ= 10068 <---SCA XIR= 1.01 Source Data NODE= MOB TO B-2 ALT #1 Source Impedence SCA:-- 23510 Z1= VLNISCA= 0.005108 XIRl= 2.30 x1= Z1(sin(arctan()UR1)) 0.004683 VLL= ` 208 R1= X1/()UR1) 0.002040 VuF 120 Conductor Data Conductor = #410 CU Rc = D.00668 Xc (per 100')= D.004 Xc= 0.004 Rc {per 100')= 0.00668 R2= Rc+Rl= 0.008720 Conductor per phase 1 X2= XC+X2= 0.008683 Length of Cond. (11) 100 Results Z=SQRT(R2^2+X2^2]= 0.0123057 SCA=VLN/Z= 9759 a ----- SCA XIR= 1.00 Note. All conductor impedence data values taken from ANSMEEE Std 242-1986 0 co LO N O N LO s EXISTING PAD MOUNT TRANSFORMER T � 1 SCA = 41,000 1 O M � - (PULL CORD) 1 1/4"C. , SCA = SCA = 23,510 , 24,906 1 CT/PT CABINET t� 2 REFERENCE GROUND BAR LOAD SUMMARY - ELECTRIC BOILERS PANEL 'A' = 18.64 kW PANEL 'EQ' = 17.96 kW PANEL'EV' = 58.10 kW PANEL 'M' = 24.04 kW FUTURE ELECTRIC BOILER #1/B-1 ALTERNATE #1 = 60.00 kW FUTURE ELECTRIC BOILER #2/B-2 ALTERNATE #1 = 60.00 kW TOTAL PANEL'MDB' = 238.74 kW @ 80% P.F. = 298.4 kVA @a 208V 3PH = 829 AMPS 20% SPARE = 166 AMPS NEW TOTAL MDB = 995 AMPS PNL 'A' 0 3 SPD 11 O200/3 MCB SCA = 9,759 67 200A FRN-R PNL PNL PNL = 200/3 'EQ' 'EV' 'M' SCA 5NEMA3R EUH E2H20,85 77 SOLAR ATS/00A,INVER 08V,3PH SCA= SCA= SCA= SCA= SCA= SCA= 1 A SCA= 100 ,68 13,997 13,705 14,618 12,401 10,068 9,759R 2A SPD 1 OTYPE 1 4 1200/3 MCB I 60/3 T `r (2) 3/4" X 10'-0" COPPER GROUND RODS RAIN R'-fl" APART - L - - - -1 - Y5_ - - - I - - - FLAG NOTES - THIS SHEET ONLY 1O INTEGRAL SPD SHALL BE SQUARE D TVS41MA240 - 277/480V, 3PH, 4W, WYE, OR APPROVED EQUAL BY ASCO, LEA, OR GEAR MANUFACTURER. O2 EC TO CONFIRM XFMR kVA AND SCA SHOWN WITH UTILITY PRIOR TO SHOP DRAWING SUBMITTAL, NOTIFY ENGINEER OF DISCREPANCIES. OEC TO COORDINATE CONDUIT STUB UP FOR FUTURE SOLAR, LOCATION WITH OWNER PRIOR TO ROUGH -IN. SEAL CONDUIT TO PREVENT ENTRY OF MOISTURE AND RODENTS. O4 PROVIDE WITH NEC REQUIRED ARC FLASH REDUCTION CONTROLS. 5 COORDINATE ATS REQUIREMENTS WITH SOLAR INSTALLER PRIOR TO ORDER. NOTIFY ENGINEER OF DISCREPANCIES IMMEDIATELY. OSPD SHALL BE SQUARE D EMB #EMB22F - 120/208V, 3PH, 4W, WYE OR APPROVED EQUAL BY ASCO, LEA, OR PANELBOARD MANUFACTURER. - - - - - - - - - -� T -1 1 1 T (4) 100/3 200/3 200/3 400/3 400/3 ) 200/3 ) 200/3 ) 225/3 ) 225/3 SPACES -G - - - G - - -G - - -G - - G - - G - - GG- - - - � PANEL'MDB', 120/208V, 3PH, 4 WIRE, 1200A MCB, 1200A FULL BUS, 65,000 AIC 2 2 SERVICE ENTRANCE RATED, NEMA 3R 4 BLDG COLD STEEL WATER PIPE UFER GROUND PER NEC 250.52A-3 ELECTRICAL ONE -LINE N.TS. SECONDARY VOLTAGE 120/208V, 3PH, 4W, WYE FEEDER SCHEDULE Oi 4 RUNS [(4 #350 KCMIL XHHW-2 CU) 3"C.] O2 (0/0 CU GRD) 3/4"C. O (#6 CU GRD) 3/4"C. O4 (#4 CU GRD) 3/4"C. O (4 #3/0 THWN CU & #6 CU GRD) 2 1/2"C. O (4 #3/0 THWN CU & #6 CU GRD) 2 1/2"C. O 2 RUNS [(4 #3/0 THWN CU & #6 CU GRD) 2 1/2"C.] O 2 RUNS [(4 #3/0 THWN CU & #6 CU GRD) 2 1/2"C.] O (PULL CORD) 21/2"C. Q 10 REFER TO MECHANICAL EQUIPMENT SCHEDULE, SHEET E6.0. 11 (4 #10 THWN CU & #10 CU GRD) 1 "C. Z tD i z z z � Q � J Q AMRw _ � 2 W V) ■� s o �U } U) w J w LU L 0 >_ W W LU w Z IU) a 0 2 U Cl) U ❑ 0� Q J z (n w H o a ¢N Q �=o 0 w W t� i 3w w 1 U Q od a No. Revision Description Date 4 PR 01 6 CONFORMED SET 12/06/24 04/28/25 7 AS #04 05/14/25 >0 Q 0 N um C/) 0 �e L) z cc n 6 O 0 0 L 0 LL J � s 0 z am 0 4-d O W 0 Q0 L0 PROJECT #: 2237 DATE: 03/15/2024 DRAWN BY: CAD CHECKED BY: WMC ELECTRICAL ONE -LINE E5mOO TO: Honorable Mayor Underwood and Council Members A FROM: Eva Wilson, Engineering Director Avo n RE: Notice of Award — US6 Safety and Mobility Improvements DATE: June 5, 2025 c o l C H A I] o SUMMARY: Staff requests Council authorization to issue Notices of Awards (NOAs) for the following Agreements in support of the US6 Safety and Mobility Improvements project, as approved in the Town of Avon's 2025 Capital Improvement Program: 1. Agreement for the construction of the US6 Safety and Mobility Improvements project — The agreement covers all construction activities associated with the US6 Safety and Mobility Improvements Project. 2. Agreement for Construction Management and Materials Testing Services for the US6 Safety and Mobility Improvements Project — The agreement provides for third -party oversight, quality control, and materials testing throughout the project's duration. Construction is scheduled to take place from mid -July 2025 through March 2026, with substantial completion anticipated by November 2025. PROJECT: The absence of pedestrian crossings along US6 has been a longstanding safety concern for both residents and the Avon Town Council. US6 serves as a major transit corridor for CORE Transit, with bus stops located on both sides of the highway. The US6 Safety and Mobility Improvements Project will address these concerns by installing a new traffic signal at Stonebridge Drive, along with traffic -calming landscaped medians, sidewalks, crosswalks, streetlights, and pedestrian -activated flashing beacons. These improvements are designed to enhance pedestrian safety, improve traffic flow, and support multi -modal transportation options through this busy corridor. 970-390-2014 ewilson@avon.org Selection Process: 1. Construction Agreement: The project was advertised for competitive bidding on bidnetdirect.com from May 9 to May 30, 2025. Four (4) bids were received: • JARCCO Construction - $4,083,945.92 • Phoenix Industries - $4,543,126.91 • Morton Electric — $5,125,023.98 • Gould Construction — $5,463,069 The low bidder, JARCCO Construction, was deemed responsive and responsible. The company successfully completed the Fawcett Road Overlay Project for the Town of Avon in 2023. 2. Construction Management and Materials Testing Services Agreement: A Request for Statements of Qualification was issued on BidNet Direct from April 8 to May 2, 2025. Two (2) consulting firms responded: • AECOM • Rocksol Consulting Group Following a qualifications -based evaluation process, the selection committee recommended AECOM. Construction Schedule: Construction is scheduled to take place from mid -July 2025 to March 2026. The project is expected to be substantially complete by November 2025. FINANCIAL CONSIDERATIONS: The US6 Safety and Mobility Improvements Project was approved in the Town of Avon's 2025 Capital Improvement Program with a total project budget of $6,100,000. Project Budget: 1. Revitalizing Main Street Grant $2,000,000 2. MMOF Grant 1 $1,000,000 3. MMOF Grant 11 $1,600,000 4. Eagle County Contribution (2023) $200,000 5. Eagle County Contribution (2025) up to... $535,000 6. Avon Local Match up to... $735,000 Total Budget $6,070,000 Project Expenses: 1. Design (Stolfus and Associates) $1,000,000 2. Construction Management (AECOM) $498,000 3. Design Support During Construction (Stolfus and Associates) $40,000 4. Construction (JARRCO Construction) $4,083,946 5. Continaencv 5448.054 Total Expense $6,070,000 Page 2 of 3 RECOMMENDATIONS: 1. Construction Agreement: I recommend Council approve the Notice of Award to JARRCO Construction for the construction of the US6 Safety and Mobility Improvement project in the amount of $4,083,946. 2. Construction Management and Materials Testing Services Agreement: I recommend Council approve the Notice of Award to AECOM for construction management and materials testing services in support of the US6 Safety and Mobility Improvement project in the amount of $498,000. PROPOSED MOTIONS: 1. Construction Agreement: `I move to approve the Notice of Award for the construction of the US 6 Safety and Mobility Improvements Project to JARCCO Construction in the amount of $4,038,946." 2. Construction Management and Materials Testing Services Agreement: "I move to approve the Notice of Award for construction management and materials testing services in support of the US 6 Safety and Mobility Improvements Project to AECOM in the amount of $498,000." Thank you, Eva Page 3 of 3 TO: Honorable Mayor Tamra Underwood and Council members A FROM: Paul Redmond, Chief Finance Officer Avo n RE: Interviews and Appointments to Finance Committee DATE: May 29, 2025 c 0 1 0 H A D 0 SUMMARY: Resolution 24-27, adopted on November 12, 2024, permanently extended the Finance Committee members' terms, (Attachment A). The past resolutions extended the Finance Committee to 2 years. On January 14t", Council reappointed the five returning committee members. The Committee consists of nine (9) seats with four (4) seats currently vacant. The Finance Committee is advisory in nature, reviews, research, and studies the Town's tax and fee structure and sources of revenue, including but not limited to: (i) comparisons to both incorporated and unincorporated peer communities, (ii) potential volatility associated with various revenue sources, and (iii) determining the percentage of revenues attributable to residents, second homeowners, visitors and businesses. Their role is more defined in Resolution 19-15 adopted July 9, 2019, and amended in Resolution 22-14 on June 14, 2022. QUALIFICATIONS: Resolution 19-15 requires appointed members of the Finance Committee to be residents of the Town, property owners of the Town, or an owner or employee of a business in the Town, provided that he/she resides in Eagle County. Appointments shall be made by the Council. FINANCE COMMITTEE COMPOSITION: Provided in the table below is a summary of the current committee members along with their professions and term expiration date: Finance Committee Voting Members Committee Member Qualifications Term Expiration Date Profession John Widerman FirstBank Avon December 31, 2026 Assistant Vice President, FirstBank Avon. Degrees in economics & business Steve Coyer Resident December 31, 2028 administration. Experience and involvement with the Mountain Star HOA, YouthPower365, VVF and ERWSD. Markian Walking Mountain December 31, 2026 President of Walking Mountains Science Feduschak Center. Lisa Post Resident December 31, 2028 Former Internal Auditor, Senior Analyst, Vail Resorts. Clark Rogers Resident December 31, 2028 Retired Finance Professional Ex-Officio Non -Voting Members Lindsay Hardy Avon Town Council Kevin Hyatt Avon Town Council (970) 748-4088 predmond@avon.org SELECTION PROCESS: The applicants will be brought into the Council meeting, one -by -one, in the order applications were received, as follows (Attachment B): 1. Gregg Cooper —Avon Resident. Currently serving as an Avon DDA Board Member and Former Oil & Gas Professional. 2. Cathy Krajicek — Avon Property Owner. Former Vice President at Marathon Oil Corporation and Audit Committee member for Oil & Gas Companies. 3. Rick Sudekum III — Avon Property Owner. Attorney. After a brief introduction by each applicant and a summary of their interest to serve, Council will have time to ask each applicant questions prior to appointments. Up to 5 minutes per applicant is scheduled. After the three (3) applicants have had a chance to address the Council, there will be time for Council discussion. Sample questions to ask the candidates: 1. What are your greatest strengths and weaknesses, and how do they align with the needs of the Finance Committee? 2. How would you ensure that the Finance Committee's recommendations are transparent and accountable to the public? 3. What motivates you to serve on a municipal committee? Staff will then request that each Council member mark their selected candidates on the provided voting card. These will be provided to Miguel Jauregui Casanueva, Town Clerk for counting. The results from each Council member will be read into the record, as well as the selected candidates. The final appointment/s are made by a formal motion appointing the candidates. This proposed motion is below. RECOMMENDATION: I recommend the appointment of these three (3) applicants for three (3) of the four (4) open seats on the Finance Committee so that overall the Finance Committee has broader financial representation; there will be up to eight (8) voting members to attend the committee meetings. PROPOSED MOTION: " I move to appoint Gregg Cooper, Cathy Krajicek and Rick Sudekum III to two (2) year terms Avon Finance Committee." Thank you, Paul ATTACHMENTS: Attachment A — Resolution 24-27 Extending Terms Permanently and amending Resolution 19-15 Approving the Avon Finance Committee Attachment B — Applicant Information (970) 748-4088 predmond@avon.org ATTACHMENT A A Avon caconnno RESOLUTION 24-27 ESTABLISHING THE FINANCE COMMITTEE AS A PERMANENT COMMITTEE WHEREAS, the Town of Avon, Colorado t"Town") is a home rule municipality and political subdivision of the State of Colorado organized and existing under a home rule charter (the "Charter") pursuant to Article XX of the Constitution of the State; and WHEREAS, Section 11.2 of the Charter states that Council may create any boards or commissions including an advisory committee; and WHEREAS, the Town Council finds that the Ad Hoc Finance Committee provides valuable important review, research and advisory functions with regard to the financial understanting of the Avon community; and WHEREAS, the Town Council finds that the Ad Hoc Finance Committee has promoted citizen understanding and involvement in the Town financial matters and will thereby promote the health, safety and general welfare of the Avon community. Option A: NOW THEREFORE, the Town Council, hereby RESOLVES to modify the existing ad hoc committee into a permanent Finance Committee by amending Resolution 19-15, as follows: �rr.� r. ram •�e!rnrr Option B: NOW THEREFORE, the Town Council, hereby RESOLVES to extend Resolution 22-05 Extending Resolution No. 19-15 Approving an Ad Hoc Finance Committee until January 31, 2026, with the following amendments: Section 16. Expiration. The Finance Committee is a temporary, non -permanent advisory board and shall automatically expire on January 31, 242-4 2026 unless terminated earlier by Town Council resolution or unless the expiration date is extended by Town Council by resolution. ADOPTED November 12, 2424 by the AVON TOWN COUNCIL Miguel Jauregui Resolution 24-27 Establishing Finance Committee as a Permanent Committee November 12, 2024 Page 1 of 1 ,�A OF 11 Town Option B: NOW THEREFORE, the Town Council, hereby RESOLVES to extend Resolution 22-05 Extending Resolution No. 19-15 Approving an Ad Hoc Finance Committee until January 31, 2026, with the following amendments: Section 16. Expiration. The Finance Committee is a temporary, non -permanent advisory board and shall automatically expire on January 31, 242-4 2026 unless terminated earlier by Town Council resolution or unless the expiration date is extended by Town Council by resolution. ADOPTED November 12, 2424 by the AVON TOWN COUNCIL Miguel Jauregui Resolution 24-27 Establishing Finance Committee as a Permanent Committee November 12, 2024 Page 1 of 1 ,�A OF 11 Town A Avon RESOLUTION NO. 19-15 APPROVING AN AD HOC FINANCE COMMITTEE WHEREAS, the Town of Avon, Colorado (the "Town") is a home rule municipality and political subdivision of the State of Colorado (the "State") organized and existing under a home rule charter (the "Charter") pursuant to Article XX of the Constitution of the State; and WHEREAS, Section 11.2 of the Town's Home Rule Charter authorizes the Town Council to create advisory boards and does not prohibit Town Council members from serving on non- pennanent advisory boards as ex-officio members; and WHEREAS, the Town Council finds that an Ad Hoc Finance Committee will provide valuable important review, research and advisory functions with regard to the Town's financial structure and local economy; and WHEREAS, the Town Council finds that the establishment of an Ad Hoc Finance Committee will promote citizen understanding and involvement in the Town's financial structure, serve to grow trust with the Town's government, assure transparency, and will thereby promote the health, safety and general welfare of the Avon community. NOW THEREFORE, the Town Council, hereby RESOLVES to create the Ad Hoc Finance Committee, as follows: Section 1. Establishment, Purpose and Duties. There is hereby established the Ad Hoc Finance Committee ("Finance Committee") of the Town. The purposes and duties of Finance Committee are as follows: (a) To review, research and study the Town's tax and fee structure and sources of revenue, including but not limited to: (1) comparisons to both incorporated and unincorporated peer communities, (ii) potential volatility associated with various revenue sources, and (iii) determining the percentage of revenues attributable to residents, second home owners, visitors and businesses; (b) To review, research and study the Town's economy as it relates to the Town's finances; (c) To prepare reports as appropriate to assist the Town Council and the general public to better- understand the Town's finances; (d) To make recommendations to the Town Council consist with this Resolution; and, (e) To perform such other tasks related to the Town's finances as the Town Council may request. Section 2. Membership. Finance Committee shall be composed of five (5) to nine (9) appointed by the Town Council and who shall shall be eligible to cast votes as voting members on the Finance Committee ("Voting Members") and two (2) ex-officio non -voting members of Council ("Ex-Officio Non -Voting Members") appointed by Town Council. Page 1 of 3 Section 3. Qualification of Voting Members. Residents of the Town, property owners in the Town, and owners and employees of a business located in the Town are eligible to be appointed as Voting Members. Appointments shall be made jointly by the Mayor and Mayor - Pro Tem after posting notice of a vacancy for at least twelve (12) days. Section 4. Qualification of Ex-Officio Non -Voting Members. Council members shall be eligible for appointment to the two (2) Ex-Officio Non -Voting Members. Appointments shall be made by Town Council. The term of office for Ex-Officio Non -Voting Members shall coincide with each appointed Town Council member's tenn or the expiration of the Finance Committee, whichever is shorter. Ex-Officio Non -Voting Members shall have the equal right to participate at Finance Committee meetings and equal right to receive all Finance Committee materials and notices of Finance Committee meetings, but shall not have any right to vote on recommendations, advisory matters, or other actions of Finance Committee. Section 5. Quorum. Three (3) Voting Members of Finance Committee shall constitute a quorum for the transaction of business, but in the absence of a quorum, a lesser number may adjourn any meeting to a later time or date, In the absence of all Voting Members, any staff member may adjourn any meeting to a later time or date. Section b. Term. The term of office for a Voting Member shall be temporary and indefinite for the duration of the Finance Committee. A Voting Member of Finance Committee who ceases to possess the qualifications for office that the Voting Member possessed at the time of appointment may be permitted by the Town Council to serve until the end of the appointed term, provided that the Finance Committee member continues to reside in Eagle County. Any member of Finance Committee may be removed by Town Council pursuant to Section 8 - Removal from Office, below. Section 7. Vacancies. A vacancy on Finance Committee shall occur whenever a member of Finance Committee is removed by the Council, dies, becomes incapacitated and unable to perfonn the required duties for a period of ninety (90) days, resigns, ceases to meet the qualifications of Finance Committee and is not pennitted by Council to serve until the end of the existing terns or is convicted of a felony. In the event a vacancy of a Voting Member occurs, the Mayor and Mayor Pro Tem shall jointly appoint a successor to fill the vacancy who shall serve the remainder of the term of the former member after posting notice of such vacancy to solicit interest from qualified persons. Council shall appoint Council members to fill any vacancy in an Ex-Qfficio Non -Voting seat. Section 8. Removal from Office. Any member of Finance Committee may be removed for just cause at the pleasure of the Town Council by a majority vote of the entire Town Council in office at the time the vote is taken. Just cause shall include misconduct, conduct unbecoming of a Town official, violation of the Town Code of Ethics, inefficiency or more than two (2) unexcused absences within a twelve-month period. Prior to removal, Town Council shall conduct a hearing and shall provide written notice to the Finance Committee member stating the grounds for removal at least three (3) days prior to the hearing. Section 4. Officers. Finance Committee shall select its own Chairperson and Vice - Chairperson. The Chair or, in the absence of the Chair, the Vice -Chair, shall be the presiding officer of its meeting. In the absence of both the Chair and the Vice -Chair from a meeting, the Voting Members present shall appoint a Voting Member to serve as Acting Chair at the meeting. Page 2 of 3 Section 10. Compensation. All members of Finance Committee shall serve with compensation and benefits, if any, as may be established by the Town Council and shall be reimbursed for all authorized personal expenses incurred while performing duties as a Finance Committee member. Section 11. Staff. The Town Manager shall designate Town staff to serve as the staff of Finance Committee and shall provide for the service of a recording secretary who shall act in the capacity of secretary for Finance Committee. Section 12. Rules and Regulations. Finance Committee shall operate in accordance with its own rules of procedure; provided, however, that Finance Committee shall submit its proposed rules or any amendment to the rules to the Town Council, which by motion shall approve the rules or amendment and direct their adoption by Finance Committee or disapprove the proposal with directions for revision and resubmission. The rules shall incorporate and comply with the Colorado Open Meetings Law, Colorado Open Records Act, and the Colorado Municipal Records Retention Schedule as such are adopted and implemented by the Town. The rules shall be filed with the Town Clerk and maintained in the records of the Town and shall be subject to public inspection. Finance Committee may provide for certain variances, exceptions and exemptions from the requirements of its rules and regulations. Section 13. Meetings. Finance Committee shall meet in accordance with the rules of procedure governing Finance Committee and otherwise upon the call of the Chairperson or, in the absence of the Chair, by the Vice -Chairperson. All meetings shall be field at the offices of the Town, unless otherwise specified, with adequate notice given to all interested parties. Section 14. Appropriation Authority. Finance Committee shall not have authority to appropriate or spend Town funds. Finance Committee may provide recommendations to the Town Manager and/or Town Council with regard to the annual budget for financial studies. Section 15. Council Amendments. Town Council reserves the right to amend, increase, reduce or change any or all of the powers, duties and procedures of Finance Committee. Section 16. Expiration. The Finance Committee is a temporary, non-pennanent advisory board and shall automatically expire on January 31, 2022 unless terminated earlier by Council resolution or unless the expiration date is extended by Council by resolution. ADOPTED July 9, 2019 by the AVON TOWN COUNCIL By:MA Attest: arah Smith Hymes, rayor Torres, Town Page 3 of 3 ATTACHMENT B Gregg Cooper 126 Riverfront Lane, 216 Avon, CO 81620 Mobile: +1 (832) 216-4710 Summary Mailing: 448 W. 19t' Street, 308 Houston, TX 77008 8322164710gc(cDgmai Isom National planning, shareholder representation, investment management, company management, economic growth, international M&A, divestitures, and EBITDA improvement. Fifty countries. Languages: Native English, basic Russian, basic Spanish. Achievements Saudi Aramco Investment Committee — Finance, presenter for investment decisions Finance Shareholder Representative for Saudi Aramco to Johns Hopkins International Joint Venture (JHAH) Finance Shareholder Representative for Saudi Aramco to Saudi Aramco Aviation Company Saudi Aramco Aviation Company Interim CFO (pre -establishment) Interim CEO / CFO for Mexico aviation company; 14% EBITDA improvement and sale of company Interim CEO CFO for Mississippi lease acquirer raising capital and establishing NewCo Interim CFO PE firm (acquired a subsidiary and establishing NewCo Recent Economic Initiatives • Housing • Education • Medical • Community Banking • Aviation • Solar • Hydrogen by-products market Professional Affiliations Eagle County (political party) Central Committee Board of Directors, 2023 to present Town of Avon Downtown Development Authority, 2024 to present Eagle County School District Accountability & Advisory Committee, 2024 to present 73R, LLC Board of Directors, 2002 to present, President 2018 to present Energy Capital Credit Union, Board of Directors, 2024 to present Mount St. Vincent, Board of Directors, starting 2025 Denver Academy Board of Trustees, 2011 to 2017, (Finance Committee Chair 2012 to 2013) Education Thunderbird, School of Global Management, with honors The American University, Washington, D.C. Gregg Cooper Mobile: (832) 216-4710 E-mail: 8322164710gc(@gmail.com Experience Retired, MPC Affordable Home Ownership 2024 — Present Working with Town of Gypsum and Eagle County to introduce affordable home ownership Retired, 73R Family Business May 2023 — Present Transaction with retail gas company in Weld County, CO Saudi Aramco Oil Company 2014 — 2023 Saudi Aramco, Mergers & Acquisitions Advisory Finance Investment Committee stewarding, four transactions per week, three capital investment decisions. Saudi Aramco, Saudi Aramco Johns Hopkins International JV (JHAH) — Shareholder Representative Steward JV and JV C-Suite on behalf of Shareholder to design and achieve growth • Partner negotiations • Board of Managers redesign including independent directors and Partner ownership changes • 15% cost reductions, 45% reduction in access time, safety standards unchanged Saudi Aramco, Saudi Aramco Aviation Company, Finance Shareholder Representative Leading carve -out effort for stand-alone entity. Served briefly as interim CFO. Saudi Aramco, Group Treasury Affiliate Treasury cash optimization and Financial Advisor alignment (Financial Institutions) CBIZ, Financial Advisory Services, Head of National Practice 2012 — 2014 • Led seventh largest National Practice • Interim CEO -CFO for a Mississippi lease acquirer raising capital and establishing NewCo • Interim CFO for a PE firm acquiring a $160mm revenue subsidiary. Established NewCo Sirius Solutions, Director / Practice Lead - Transaction Advisory Service 2006 — 2012 • Interim CEO and CFO for Mexico aviation company leading 14% EBITDA improvement and sale • Transaction advisory practice lead • Twenty-six due diligence and valuation projects in five years • Advised aviation company operations in Aberdeen, Lagos, London, and Perth Lyondell Chemical Company, Manager 2004— 2006 • European based — December 2004 to December 2005 • Led European divestiture team evaluating plants and sites to be sold, closed, or those requiring additional capital requirements. Sites included France, The Netherlands, and Brussels. ($4B total assets (2005 values)) Jefferson Wells International, Manager 2003 — 2004 Various IPO valuations, treasury risk programs for a $6113 portfolio Enron Corporation 2000 — 2001 Manager $1.5B hedge book for US / Canada wholesale power, natural gas, coal, weather, and interest rates Page 2 of 3 Gregg Cooper Mobile: (832) 216-4710 E-mail: 8322164710gc(@gmail.com Exxon Mobil / Exxon Company International, MBA Rotational Program 1998 — 2000 • Exxon Sub -Committee member for the ExxonMobil merger, designing US gas marketing strategy • Reviewed operations (>$1B) for Yemen, Angola, Kazakhstan, Russia, California, Guyana, Brazil, Sao Tome, Chad / Cameroon and Nigeria Professional Affiliations 73R, LLC Board of Directors, 2002 to present, President 2018 to present Energy Capital Credit Union, Board of Directors, 2024 to present Town of Avon Downtown Development Authority, 2024 to present Eagle County Board of Education Accountability & Advisory Committee, 2024 to present Eagle County Republican Central Committee Board of Directors, 2023 to present GCO Capital, Inc. Board of Directors, 2013 to present Seasons at Avon, Board of Directors, 2021 to 2024 Denver Academy Board of Trustees, 2011 to 2017, (Finance Committee Chair 2012 to 2013) Post Oak Community Association Board of Trustees, 2014 Vail Resorts, Mountain Host, 2024 to Present Dhahran Tennis Association, Board of Directors 2021 to 2023, Treasurer and League Chair Arabian Kennel Club, Board of Directors, 2015 to 2018, Secretary Education Thunderbird, School of Global Management, with honors Masters in International Management Robert D. Foglesong Scholarship Recipient The American University, Washington, D.C. Bachelor of Business Administration, Communications, Law, Economics, and Government, Minor in Soviet Studies Client List Anadarko Atlas Fluid Controls Bristow Group Cardtronics CITGO Duke Energy Field Services Energy Partners Limited Flotek Global Infrastructure Partners Grant PrideCo Heliservicio Campeche SV Houston Exploration Company Icahn Enterprises Independence Contract Drilling Leap Wireless Marathon Oil Maritime International Merrill Lynch Commodities Microsoft Next Decade, LLC Os ka Oil PSC, LLC PSC Metals Quanex Red Oak Ri Net Rockwater Ryan Family Trust Spinnaker Exploration Sterling Construction Washington Mutual WestPoint Home Xtreme Coil Drilling References (relevant for this purpose) Tom Edwards, Gypsum, CO Mayor Pro Tern Matt Scherr, Eagle County Commissioner Kanika D. Boute, ECCU CEO Page 3 of 3 Paul Redmond From: Elizabeth Wood Sent: Thursday, February 20, 2025 2:28 PM To: Paul Redmond Cc: Info Subject: FW: Avon Seeks Community Members to Serve on the Finance Committee Attachments: Gregg Cooper.pdf Hi Paul, Please find Gregg Cooper's resume attached. He is interested in the Finance Committee. Let me know if you need anything else. Thanks, Elizabeth Wood Communications & Marketing Manager 0.970.748.40871 M. 970.471-0378 ewood(o)avon.ora A Avon From: 8322164710gc@gmail.com <8322164710gc@gmail.com> Sent: Thursday, February 20, 2025 2:02 PM To: Info <Info@avon.org> Subject: FW: Avon Seeks Community Members to Serve on the Finance Committee Good afternoon, Per below, I am submitting this letter of interest and resume for Town of Avon Finance Committee. don't think of myself as a finance person but am well versed how to implement financial strategies to achieve strong community benefits and reduce taxpayer costs. Creation of art centers (or similar) and the DDA financing mechanism are solid examples. The resume is attached. As with all positions, I seek to serve only if of help and not to overstep on a current incumbent seeking reelection. Thank you for the time, Gregg Gregg Cooper 126 Riverfront Lane, 216 Avon, CO 81620 832 216 4710 8322164710gcPgmail.com From: Town of Avon <listserv@civicplus.com> Sent: Tuesday, January 14, 2025 12:08 PM 1 To: coopergm@netl.net Subject: Avon Seeks Community Members to Serve on the Finance Committee For Immediate Release I January 14, 2025 Avon Seeks Community Members to Serve on the Finance Committee Applications will be accepted through February 28 Avon, CO - The Town of Avon is seeking community members to join the Finance Committee. The Committee is comprised of five to nine voting members and two non -voting members of the Avon Town Council. Council established the Committee in 2019, which was designated with a two-year term. In November, Council permanently extended the Committee. The five existing voting members all expressed interest in continuing to serve on the committee and there are four voting member vacancies. Positions are appointed by the Avon Town Council. Duties of the volunteer advisory committee include, but are not limited to: o To review, research and study the Town's tax and fee structure and sources of revenue, including, but not limited to (1) comparisons to both incorporated and unincorporated peer communities; (2) potential volatility associated with various revenue sources; and (3) determining the percentage of revenues attributable to residents, second homeowners, visitors and businesses. o To review, research and study the Town's economy as it relates to the Town's finances. o To prepare reports as appropriate to assist the Council and the general public to better understand the Town's finances. o To make recommendations to the Council consistent with Resolution 19-15. o To perform other tasks related to the Town's finances as the Town Council may request. To be considered, candidates must be residents of the Town, property owners of the Town, or an owner or employee of a business in the Town, provided that they reside in Eagle County. Interested candidates can learn more about the purpose and duties of the Finance Committee and review Town of Avon Resolution Adopting the Finance Committee at the Town's website www.avon.org. Applications will be accepted through February 28. Interested candidates should provide a letter of interest along with a resume. These can be emailed to info .avon.org, or dropped off at Avon Town Hall in the secure drop box of the entrance foyer and located at 100 Mikaela Way, Avon, or mailed to P.O. Box 975, Avon, CO 81620. Fci9%3 ❑Share on Facebook ❑Share on Twitter Copyright © 2024 Town of Avon, Colorado. All Rights Reserved. 100 Mikaela Way, Avon, Colorado 81620 If you no longer wish to receive emails from us, you may Unsubscribe. Email not displaying correctly? View it in your browser. ❑Share via Email Powered b 1616 Fountain View Dr., Apt. 604 +1 (713) 302-9543 (mobile) Houston, TX 77057 USA cathykrajicek@gmail.com caffwdrw (CeMy) Kmjicek PROFESSIONAL EXPERIENCE 03/25 — Present Hunting PLC London, England Independent Non -Executive Director Committees: Nominations, Ethics & Sustainability, Remuneration, Audit & Risk 10/24 — Present Gulf Keystone Petroleum Bermuda Independent Non -Executive Director Committees: Safety & Sustainability (Chair), Technical, Audit, Remuneration 7/19 — 6/23 Cairn Energy PLC Edinburgh, Scotland Independent Non -Executive Director Committees: Audit (2020-2023), Nomination & Governance (2021-2023), ESG (2022-2023), Chair of the Audit Committee's Reserves Subcommitee (2023) 9/16 — 4/18 Marathon Oil Corporation Houston, TX Vice President — Conventional Vice President for conventional assets with operations in Equatorial Guinea, Libya, the Kurdistan Region of Iraq, the U.K., and Oil Sands Mining (OSM) in Alberta, Canada. Also responsible for corporate Health, Environment, Safety and Security (HES&S). 12/15 — 8/16 Marathon Oil Corporation Houston, TX Vice President — Technology & Innovation Vice president of Technology and Innovation included responsibility for Information Technology, Advanced Analytics, Corporate Health, Environment, Safety and Security, Corporate Reserves and Business Process Optimization. 1/15 —11/15 Marathon Oil Corporation Houston, TX Vice President— Health, Environment, Safety & Security Leadership of health, environment, safety, security, regulatory compliance and corporate social responsibility functions. Responsible for effectively developing, implementing and administering the enterprise -level HES&S management system (ROMS), associated policies and standards, and comprehensive and effective programs for the ongoing improvement of HES performance and metrics. 7/11-12/14 Marathon Oil (International Production) Equatorial Guinea Regional Vice President — Equatorial Guinea Management of Marathon Oil Company's interests at the Punta Europa industrial complex on Bioko Island. Line management of offshore platform complex, onshore gas plant and marine terminal export facilities producing, processing and exporting 1 bcfpd and 70,000 bpd of liquids (200,000 boepd) gross with 2014 combined capital and expenses of $600 million. Responsible for management of Marathon's overall interests in Equatorial Guinea including development of new business opportunities and oversight of Marathon's participating interests in joint venture 3.7 mtpa LNG and 1.1 mtpa methanol facilities co -located on the Punta Europa complex. Management of the health, emergency response and residential services of the Punta Europa camp with approximately 600 resident expatriate and 1,400 non-resident national employees and contractors. 2/10 — 6/11 Marathon Oil (North American Production) Houston, TX Asset Manager — Gulf of Mexico Management of Marathon's Gulf of Mexico operations, producing 50,000 boepd net to Marathon, operated and non -operated. Responsible for implementing post-Macondo regulatory requirements and response plans for GOM operations. 2010 combined capital and expenses of $500 million. 10/08 — 1/10 Marathon Oil (North American Production) Houston, TX Senior Project Manager — Droshky Field Development Project Management of the execution phase of the Droshky subsea oil development project in deepwater Gulf of Mexico (GC 244). Project sanctioned for $1.3 billion and was Marathon's first Gulf of Mexico major development in more than 10 years. Managed construction, fabrication and installation of subsea oil facilities; drilling and completion of 4 development wells and worked with host platform Shell Bullwinkle (GC 65) to implement necessary topsides modifications and negotiate commercial agreements for production handling. Completed on -time and 35% under -budget. 9/07 — 9/08 Marathon Oil (North American Production) Houston, TX Asset Manager - Bakken Asset Manager for Marathon's new entry in the Bakken Shale play in the Williston Basin of North Dakota. Marathon acquired 200,000 acres in 9 separate prospect areas in 2007. Ran a 6-rig program that drilled 70 wells during 2008, appraised all areas and high -graded to 4 major core areas. Developed a strategic acreage acquisition and disposition program that consolidated and increased the acreage to 320,000 acres by 3Q 2008. 6/06 — 8/07 ConocoPhillips (Latin America) Houston, TX Asset Manager— Plataforma Deltana Block 2/Delta Caribe LNG Project Managed ConocoPhillips' position in the Chevron -operated Plataforma Deltana Block 2 license area and the Delta Caribe LNG project (offshore eastern Venezuela). Block contained 4.5 tcf designated by the Venezuelan government as baseload for the country's first LNG project. Prior to ConocoPhillips' 2007 country exit, project planned as an $8 billion development of offshore facilities, 300 km pipeline and onshore LNG plant on the Paria Peninsula. ConocoPhillips representative to the Operating Committee and responsible for partner interface, positions with respect to government issues, project governance, technical and commercial development planning and budgeting. 10/03 — 5/06 ConocoPhillips (Indonesia) Jakarta, Indonesia Senior Asset Manager — ConocoPhillips Indonesia Leadership of multi -discipline teams with oversight of all Indonesian assets in development or production. Accountability for strategy and business plan development; partner/government stakeholder management; procurement of all corporate, partner and major government approvals (including Plans of Development) to develop projects and maintain ongoing operations. Responsible for all Indonesia -based activities associated with crude and condensate scheduling and marketing, including entitlement/nomination forecasting, tanker scheduling, interface with government marketing groups, new terminal set-up, and support to the crude marketing group. 10/01 — 9/03 Conoco (Indonesia) Jakarta, Indonesia Asset Manager - South Natuna Sea Block B PSC Asset Manager responsible for the 15-year, $5 billion, development of 15 fields in the Natuna Sea Block B PSC containing 3 tcf and 500 million bbls and supporting two long-term international gas contracts to Singapore. Responsible for insuring appropriate and timely development of asset strategy, LRP and business plan development; annual work plan and budget development and implementation; partner/government stakeholder management; and procurement of corporate, partner and government approvals to develop projects and maintain ongoing operations. 10/99 — 9/01 Conoco (Global Power) Houston, TX Asset Manager- SRW Cogeneration Limited Partnership Asset Manager during construction and commissioning phase of the first power generation facility developed, constructed and operated by Conoco, a $260 million cogeneration facility located within the DuPont Sabine River petrochemical complex. Responsibilities included negotiating and closing the $182 million non -recourse projecting financing and ongoing management of the loan facility; negotiating and closing the sell -down of 50% of the project; and creation of systems/processes for the operational readiness of the facility. 3/97 — 9/99 Conoco (Lobo Pipeline Co.) Houston, TX Director of Business Development/T&E/Gas Control Responsible for commercial and scheduling activities associated with the newly -acquired South Texas Lobo Pipeline system. 3/96 — 2/97 Conoco (Natural Gas) Houston, TX Coordinator- Specialized Markets Responsible for marketing 3 million barrels per year of butanes and natural gasoline on the Conoco owned mid-continent Cherokee pipeline system. 10/95 — 2/96 Conoco (E & P - North America) Lafayette, LA Coordinator- Commercial Development Member of group responsible for identifying and creating new business opportunities, providing economic and commercial analyses, and coordination of corporate project approvals for activity in the Gulf of Mexico. 6/92 — 9/95 Conoco (E & P - North America) Lafayette, LA Coordinator- Business Development Member of group responsible for creating and implementing strategy development, portfolio management and capital allocation processes for the Gulf of Mexico business unit after a major reorganization. 4/91 — 5/92 Conoco (E & P - North America) New Orleans, LA Engineering Staff Supervisor Supervised reservoir engineers responsible for major field studies of Gulf of Mexico assets. 3/89 — 3/91 Conoco (E & P - North America) Senior Reservoir Engineer 5/87 — 2/89 Conoco (E & P - Technology) Engineer (Reservoir) 4/85 — 4/87 Conoco (E & P - North America) Associate Engineer (Reservoir) EDUCATION 5/83 — 3/85 Colorado School of Mines M.S., Petroleum Engineering, graduated May 1989 Thesis on comparison of hydrostatic and triaxial rock compressibility measurements. 9/79 — 5/83 Colorado School of Mines B.S., Petroleum Engineering, graduated May 1983 New Orleans, LA Houston, TX Midland, TX Golden, CO Golden, CO From: Cathy Krajicek <cathykrajicek@gmail.com> Sent: Friday, April4, 2025 10:22 AM To: Info <Info@avon.org> Cc: Cathy Krajicek <cathykrajicek@gmail.com> Subject: Application to Join the Town of Avon Advisory Committee - Catherine Krajicek RE: APPLICATION TO JOIN THE FINANCE ADVISORY COMMITTEE (also sent by USPS) Dear Town Council Members, I am writing to express my interest in joining the Town of Avon's Finance Advisory Committee. I am a Colorado native: I grew up in Fort Collins and attended the Colorado School of Mines where I received a Bachelor of Science and Master of Science in Petroleum Engineering. My husband and I have owned a home in Wildridge since 2010, and since retiring in 2018 after a 35-year career in the oil and gas industry, we spend approximately 6 months a year in Avon. With extensive experience in finance, operations, and governance acquired over my career in the energy sector, I am well -prepared to contribute to the Committee's critical mission of reviewing, benchmarking, and evaluating the Town's revenue sources, costs, and overall financial health. As an Independent Non -Executive Director at Hunting PLC and Gulf Keystone Petroleum and in my past role as an Independent Non -Executive Director at Capricorn PLC, I have served on or chaired committees focused on ethics, sustainability, and financial matters. My experiences serving on the Audit Committees at Capricorn, Gulf Keystone, and Hunting have equipped me with a comprehensive understanding, at the enterprise level, of financial forecasting and budgeting, auditing processes, revenue streams, and risk management — essential skills that I can bring to the Finance Advisory Committee. As Vice President at Marathon Oil Corporation, I managed diverse teams and complex operations across multiple regions worldwide. These roles required a detailed understanding of financial performance metrics, strategic resource allocation, and organizational compliance. My ability to synthesize data and present clear reports helped stakeholders make informed decisions and understand the financial implications of operational activities. What excites me about this opportunity is the chance to apply my expertise to support Avon's financial health and resilience. I am particularly interested in collaborating with the Committee to assess the diverse influences on the Town's revenue streams and provide actionable recommendations that align with the community's needs and growth objectives. Thank you for considering my application. With Best Regards, Catherine Krajicek cathykrajicek@gmail.com 713-302-9543 Frederick ("Rick") J. Sudekum, III 312-925-2831 fjs@scslegal.com Physical address 38460 US 6, Unit 402 Avon, CO 81620 June 1, 2025 predmond a�von.org Paul Redmond Chief Financial Officer Town of Avon 100 Mikela Way PO Box 975 Avon, CO 81620 Mr. Redmond: Mailing address PO Box 2891 Avon, CO 81620 would greatly appreciate being considered for a position on the Finance Committee. To that end, please find attached my current resume. While I am a relatively new resident of Avon, I seekto serve my new community. My motivation to serve is the result of the fact I have successfully transitioned from the roles of senior partner, president of our firm and full-time attorney to "of counsel" status. This transition allows me time. I also have a great deal of energy to pursue activities that interest me. Because we now live fulltime in Avon, I want to help the Town of Avon cc continue to be a wonderful place to live, work and play. While my resume sets forth a lot of my experience, I would like to emphasize a few points. As part of my participation in the Leveraging Local Leaders program which the Vail Valley Partnership sponsored I am working on an proposal to make composting more available to residents of Avon. I have met with Sarah Smith Hymes to get her feedback and advice on this project. I was also recently appointed as a member of the Planning and Zoning Commission. Thank you for consideration of my application to serve on the Finance Committee. Please write back or call with any questions. All the best, A" - Frederick J. Sudekum cc: Sarah Smith Hymes via email Frederick ("Rick") J. Sudekum, III 312-925-2831 fjs@scslegaLcorn Physical address Mailing address 38460 US 6, Unit 402 PO Box 2891 Avon, CO 81620 Avon, CO 81620 Goal: To serve my community as a member of the Avon Finance Committee. Background: I have been a lifelong and dedicated skier. Meg, my wife, and I visited Vail and Beaver Creek many times over more than 30 years. In December of 2023, we realized our dream of movingto the Vail Valley. We now are fulitime residents of Avon, Colorado. Work Experience: I have been practicing law since October of 1980. My first law job as the law clerk to the Honorable James A. Pudlowski of the Missouri Court of Appeals, Eastern District in St. Louis, Missouri, (1979 to 1981). 1 was an associate attorney with Epton, Mullen, Segal and Druth, Ltd., Chicago, Illinois (1981 to 1986). 1 was then an associate attorney and later a partner with the law firm of Querrey & Harrow, Ltd., Chicago, Illinois (1 986to 1993). In 19931 founded, with 2 other attorneys, the law firm of Sudekum, Cassidy & Shulruff, Chtd. located in Chicago, Illinois. I practiced law as a trial attorney specializing in property damage and insurance coverage. I also previously worked as a ski instructor at Wilmot Mountain, Wilmot, Wisconsin, for 3 years. I was trained and certified in- house before Vail Resorts, Inc. bought Wilmot Mountain. I worked as a ski instructorwhile our 2 sons trained and raced with the Wilmot Ski Team. Athletes from the Wilmot Ski Team compete in Wisconsin and Illinois Junior Alpine Racing Association ("WIJARA") and United States Ski and Snowboard ("USSA") and FIS events. I also assisted with course work and other duties at WIJARA and USSA events. I helped found the Wilmot Ski Team and served on its board of directors. I am also a dedicated cyclist. Education: University of Missouri, Columbia (1977), Bachelor of Arts in Political Science, Phi Beta Kappa and Magna Cum Laude. Ran trackfor 2 years specializing in the 800 meters. Saint Louis University School of Law (1980), luris Doctorate and served as a judicial intern to the Honorable James A. Pudlowski of the Missouri Court of Appeals, Eastern District in St. Louis, Missouri. (1978 to 1979). Volunteer Activities: Town of Avon, Planning and Zoning Commission, appointed by the Avon Town Council to a two year term commencing on May 12, 2025. Vail Valley Partnership and Leveraging Local Leaders (1-3), participating in the L3 program since January 2025, due to graduate in June. As part of this program, I am working on an initiative to make composting more available to Avon residents. Vail Valley Foundation: Birds of Prey Course Security November and December 2024; GoPro Mountain Games, working on the cycling events, 2025. Colorado Department of Transportation, Adopt -A -Highway, Spruce -Up Colorado, Team Leader for picking -up trash on the side of US 6, between mileposts 165 and 167. References: Graham Frank, Breckenridge Grand Vacations, Chief Development Officer, 100 S. Main St., Breckenridge, CO 80424, 970-453-8883. Jeffrey Malehorn, 1650 Lionsridge Loop, Vail, CO 81657, 312-802-1419. Zachary Povey, 38460 US 6, Unit 308, Avon, CO 81642, 970-390-2151. TO: Honorable Mayor Underwood and Council members A FROM: Emily Dennis, Special Events Coordinator ,nv o n RE: Public Hearing for Outdoor Use of Amplified Sound Permit DATE: May 27, 2025 c o L Q H A D o SUMMARY: The Town Council is asked to consider approving or approving with modifications, an Outdoor Use of Amplified Sound Permit for applicant Jake Cacciatore, representing Bravo! Vail. The applicant has requested an Amplified Sound Permit to utilize a speaker array from the Avon Pavilion rigging for the Sinf6nica de Mineria orchestral performance on Thursday, June 26 between the hours of 8:00 a.m. and 10:00 P.M. BACKGROUND: As outlined by Avon Municipal Code ("AMC') 5.24.020, a public hearing is required on Outdoor Use of Amplified Sound for events that will be using amplified sound systems in Nottingham Park before 9:00 a.m. or after 10:00 p.m. on Thursday through Saturday. The applicant has requested the permit be issued for the timeframe of 8:00 a.m. until 10:00 pm. The applicant will utilize amplification sound for the purpose of sound checking equipment and to amplify the sound of the orchestral performance on the Avon Pavilion stage. Please note the public notice was posted on Friday, May 30 for the public hearing on June 10, 2025. The $25 processing fee for the Amplified Sound Permit has been waived as outlined in Section 7 of the Bravo! Vail Special Event Agreement provided as ATTACHMENT C. The "Administrative Procedures" adopted with Ordinance No. 15-07 provide the framework for issuing this type of permit. The Council may consider some of the following in making its decision to issue the Amplified Sound Permit: 1. Comments by the public. 2. Whether the potential adverse impacts of the sound and noise generated upon the community and surrounding neighborhood are unreasonable for if the negative impacts exceed the potential benefits to the community of permitting the event. 3. Proximity of the proposed location to residential neighborhoods. 4. Proposed direction of sound projection. 5. Screening of sound from neighboring properties. 6. Compatibility with other uses and activities in the vicinity. RECOMMENDATION: Staff have reviewed the application and supporting documents and find that the location and usage of amplified sound will present a minimal impact and enhance the orchestral performance for guests. Therefore, staff recommend approving the request for Outdoor Use of Amplified Sound for the requested date and times. OPTIONS: The Town Council may prescribe any condition or requirement deemed necessary to minimize adverse effects upon the community or surrounding neighborhood. PROPOSED MOTION: " I move to approve the Outdoor Use of Amplified Sound Systems for Thursday, June 26 between the hours of 8:00 a.m. and 10:00 p.m. as requested by applicant, Jake Cacciatore of Bravo! Vail." Thank you, Emily ATTACHMENT A — Bravo! Vail Permit Application for Outdoor Use of Sound Amplification Systems ATTACHMENT B — Bravo! Vail Sound Projection Map ATTACHMENT C - Bravo! Vail Special Event Agreement 970-748-4037 edennis@avon.org ATTACHMENT A Avon COLORADO PERMIT APPLICATION FOR OUTDOORS USE OF SOUND AMPLIFICATION SYSTEM 1 2 3 4 NAME OF APPLICANT: Jake Cacciatore REPRESENTING BUSINESS/ORGANIZATION: Bravo Vail Music Festival ADDRESS AND/OR MAILING ADDRESS: 2271 N Frontage Rd W, Ste C, Vail CO 81657 ADDRESS OF PREMISE OR LOCATION WHERE SOUND IS TO BE PRODUCED: Nottingham Park Stage in Avon 420 W Beaver Creek Blvd, Avon, CO 81620 5. TELEPHONE NUMBER: 978-290-1125 6. EMAIL ADDRESS: Jacciatore@bravovail.org 7. PURPOSE FOR OUTDOOR USE OF SOUND AMPLIFICATION SYSTEM: Orchestral Concert as part of Bravo's festival programming in partnership with town of Avon DATE/S OF PROPOSED USE: 6/25, 6/26/25 TIME/S OF PROPOSED USE: 9am-10pm 8am - 10pm 8. ATTACH A MAP OR DIAGRAM DEPICTING THE PROPOSED LOCATION OF SOUND AMPLIFICATION EQUIPMENT, DIRECTION OF SOUND PROJECTION AND POTENTIAL SOUND PROJECTION DISTANCE. 9. DESCRIPTION OF SOUND AMPLIFYING EQUIPMENT: Flown speaker array from stage rigging. Large format line array, Main and tills. Subs provided or Avon Live on 0 4/18/25 SIGNATURE OF APPLICANT DATE THE PERMIT APPLICATION IS APPROVED BY THE TOWN OF AVON AS NOTED BY THE SIGNATURES BELOW. THE APPLICANT MUST COMPLY WITH CHAPTER 5.24 OF THE AVON MUNICIPAL CODE AS OUTLINED ON THE BACK OF THIS APPLICATION. TOWN CLERK DATE SPECIAL EVENTS STAFF DATE AVON POLICE CHIEF OR DESIGNEE DATE 1 Permit Application & Municipal Code for Outdoor Use of Amplified Sound Systems PROCEDURES FOR PERMIT APPLICATION FOR OUTDOOR USE OF AMPLIFIED SOUND EQUIPMENT AN ORDINANCE AMENDING THE MUNICIPAL CODE OF THE TOWN OF AVON TO REGULATE AMPLIFIED SOUND SYSTEMS AND PROVIDING PENALTIES FOR THE VIOLATION HEREOF (Ordinance No. 15-07) BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. Amendment Title 5 of the Municipal Code of the Town of Avon is amended by the addition of a Chapter 5.24 as follows: 5.24.010 Amplified Sound Permit Reauired a. These regulations concerning amplified sound systems are adopted to prevent noise nuisance in the Town of Avon while allowing for amplified sound for public and private events, establish minimum standards for the permitting of amplified sound, and adopt procedures for public notification and input for certain categories of amplified sound. These regulations shall be interpreted and applied so as not to infringe upon the reasonable constitutional rights of free speech and right of assembly b. The following activities and uses of amplified sound shall not require an Amplified Sound Permit: i. Amplified sound related to any governmental emergency building, vehicle or response activity; ii. Use of amplified sound by an officer, employee or agent of any local, state or federal government; iii. In Nottingham Park, including the Avon Performance Pavilion, for the Salute to the USA held on July 3 of each year; and, iv. Small low wattage personal sound amplification devices that do not disturb others. c. Unless expressly exempt as set forth in Sub -Section (b) above, an Amplified Sound Permit shall be required and shall be obtained prior to the use and operation of amplified sound outdoors in the Town of Avon, including use and operation of a loudspeaker or sound -amplifying equipment in a fixed or movable position or mounted upon any sound truck or other mobile vehicle or equipment. d. It is unlawful for any person to use or operate amplified sound outdoors in the Town without an Amplified Sound Permit when and Amplified Sound Permit is required. 5.24.020 Administrative Approval a. The Town Manager may approve an Amplified Sound Permit for outdoor use of amplified sound use at following locations and times: i. In Nottingham Park, including the Avon Performance Pavilion, on Sunday through Wednesday between the hours of 9:00 a.m. and 8:00 p.m. and on Thursday through Saturday between the hours of 9:00 a.m. and 10:00 p.m. ii. In any non-commercial zone (including any planned unit development area allowing non-commercial use, but not including Town properties, park, and the Main Street Mall) between the hours of 9:00 a.m. and 8:00 p.m. iii. In any commercial zone (including any planned unit development area allowing commercial, but not including Town properties, park, and the Main Street Mall) between the hours of 8:00 a.m. and 10:00 p.m. 2 Permit Application & Municipal Code for Outdoor Use of Amplified Sound Systems b. No public hearing shall be required prior to review and approval of an administrative approval of an Amplified Sound Permit. The Town Manager may elect to solicit public comments or may refer an Amplified Sound Permit application to the Avon Town Council to be considered after conduction a public hearing in accordance with Section 5.24.030 below. c. Any outdoor use of amplified sound outside the hours and in the locations established in this Section shall require review and approval by the Avon Town Council. d. An applicant for an Amplified Sound Permit can appeal the decision of the Town Manager to the Avon Town Council. An appeal must be submitted by an applicant in writing to the Town Clerk within fourteen (14) days the date of the decision by the Town Manager. The Town Council shall conduct a public hearing within forty-five (45) days of receipt of a written request for appeal. Written notice of the public hearing date, time and location shall be mailed to the appellant via first-class U.S. mail at least ten (10) days prior to the public hearing, unless the appellant agrees to a shorter time frame and a different notification method. The Town Council shall review an appealed Amplified Sound Permit application de novo. 5.24.030 Town Council Approval a. Any Amplified Sound Permit application that is not subject to administrative approval or that is referred by the Town Manager to the Town Council shall be subject to review and approval by Town Council after conducting a public hearing. b. A public hearing for an Amplified Sound Permit shall be posed and published at least six (6) days in advance of the public hearing on the Town's website; in a newspaper of general circulation in Avon; at the Avon Town Hall, Avon Library and Avon Recreation Centers; and, with regards to an Amplified Sound Permit on the Main Street Mall, posted at the proposed location of the amplified sound. 5.24.040 Amplified Sound Permit Applications a. An application for an Amplified Sound Permits shall be submitted to the Town Manager on forms established by the Town Manager, which shall include the minimum information set for the in this Section 5.24.040 and which shall include an application fee determined by the Town Manager not to exceed $100.00. b. Name, physical address, mailing address and email address, phone number. c. Proposed location for the amplified sound event(s). d. Proposed dates and times for the amplified sound events(s). e. Map or diagram depicting the location of the sound amplifying equipment, proposed direction of sound projection, and potential sound projection distance. f. Description of sound amplifying equipment g. Description of any sound screening or other measures to mitigate the adverse impacts of amplified sound. h. Description of event and purpose of sound amplification. i. Amplified Sound Permit applications shall be submitted at least sixty (60) days prior to the proposed events(s) using outdoor amplified sound provided that the Town may waive or reduce this minimum application submittal deadline at the Town's sole discretion. 5.24.050 Amplified Sound Permit Applications - Amplified Sound Permit applications shall be evaluated according to the following review criteria: a. Whether the proposed amplified sound, date, time, and associated event is compatible with other uses and activities in the vicinity. 31 Permit Application & Municipal Code for Outdoor Use of Amplified Sound Systems b. Whether the potential adverse impacts of the sound and noise generated upon the community and surrounding neighborhood are unreasonable for if the negative impacts exceed the potential benefits to the community of permitting the event. c. The approving person or body may prescribe any conditions, limitations, requirements or mitigation deemed necessary to minimize the potential adverse impacts on the community and/or surrounding neighborhood, which include but are not limited to limiting the time and/or duration of amplified sound, determining the direction of the amplified sound, and requiring sound screening. d. Amplified Sound Permits may be granted for a specific event, which shall include designation of the date or dates of the event or may be granted for re -occurring events provided that such approval shall not exceed duration of one year. e. Amplified Sound Permits shall be subject to suspension and revocation for any violation of the terms and conditions set forth in the Amplified Sound Permit. The Town Manager may summarily suspend an Amplified Sound Permit based upon a preponderance of evidence that the terms and conditions of the Amplified Sound Permit have been violated and shall refer the permit to the Town Council for a public hearing and consideration of revocation. The Town Manager may refer an Amplified Sound Permit to the Town Council for a hearing and consideration of revocation based upon probable cause that the terms and conditions of the Amplified Sound Permit have been violated. At least three (3) days written notice shall be provided to the Amplified Sound Permit holder prior to the hearing, which notice may be emailed to the email address provided in the permit application and which notices shall state the nature of the violation of the terms and conditions. 5.24.060 Penalty Any person violating any of the provisions of this Chapter shall be deemed to have committed a civil infraction for each and every day or portion thereof during which any infraction is committed, continued or permitted shall be subject to the penalties contained in Chapter,.og of this Code. 4 Permit Application & Municipal Code for Outdoor Use of Amplified Sound Systems 0 e4 F �.- --.- . MW g o t & . 60,000 �Aw 0 e 4 I._ :-1 KjL f ry 0 WE ATTACHMENT C A Avon COLORAOO 2025 TOWN OF AVON SPECIAL EVENT AGREEMENT FOR THE BRAVO! VAIL THIS AGREEMENT ("Agreement") is made and entered into on May 7, 2025, by and between the Town of Avon ("Avon"), a Colorado home rule municipality, and Bravo! Vail (Producer") (individually referred to as a "Party" and collectively referred to as the "Parties"). In consideration of the mutual promises and agreements herein contained and for other good and valuable consideration, and on behalf of themselves, their successors and assigns, the Parties hereto agree as follows: RECITALS WHEREAS the Producer shall produce the Bravo! Vail Sinfonica de Mineria ("Event"), and the Avon CASE Committee desires to engage the producer for 2025, and recommended dates and/or funding for the Event to the Avon Town Council; and, WHEREAS it is the Parties' intention that this Agreement defines the duties, obligations, and conditions with respect to the production of the Event so that it is conducted in a manner and direction to be established by both Parties, and so that this Agreement is consistent with and governed by the provisions of the Avon Municipal Code, as may be applicable. NOW, THEREFORE, for good and valuable consideration, including the mutual promises contained herein, the sufficiency of which is acknowledged and accepted by the Parties, the Parties agree as follows: TERMS AND CONDITIONS: 1. SPECIAL EVENT PERMIT. Execution of this Agreement shall constitute issuance of a Special Event Permit. Avon waives the $100 application fee pursuant to Avon Municipal Code Section 9.40.040. A. The Premises for the Event as described in Exhibit A: Description of Premises. B. This Permit grants Producer the right, and imposes the duty, to use the Premises as defined in this Agreement for the purpose of producing the Event, as is more specifically described in Exhibit B: Event Description, subject to compliance with the terms and conditions of this Agreement. The dates and hours of use of the Premises are described in Exhibit B. C. Producer is in receipt of the Producer Toolkit, which includes State, County and Bravo! Vail - 2025 May 7, 2025 Page 1 of 19 Avon policies, procedures, permit applications, requirements, and numerous other resource documents for Producers to assist them when planning and producing an Event in Avon. By signing this Agreement, Producer acknowledges they have reviewed, understand, and agrees to abide by all requirements, policies, etc. provided for in the Producer Toolkit. The Producer Toolkit can be found at www.avon.org/specialevents. D. The Chief Cultural Officer ("CCO") for Avon is Danita Dempsey, who shall be the primary contact for Avon. All references to the CCO in this Agreement may also include the CCO's designee(s). The CCO has the authority to reduce any stated minimum timeframe for receipt of documents or Event plans. E. Producer may request, as a result of weather, unforeseen circumstances or catastrophic events, a change to any stated time in this Agreement and/or a change to the Premises, which request shall be subject to written approval by CCO in CCO's sole discretion. 2. PREMISES INSPECTION & USAGE. A. Pre -Event Inspection. Producer and the CCO shall jointly perform and document a pre -Event inspection of the Premises not later than Wednesday, June 25, 2025, at 10:00 p.m. before the Premises are released to Producer. Producer acknowledges and agrees that Avon is permitting Producer to use the Premises, including the Avon Pavilion (the "Pavilion"), in its "as is" condition and the Avon shall be under no obligation to replace, upgrade or otherwise modify the facilities. B. Premises Usage. The following guidelines shall be observed for usage of the Premises: (1) Producer shall not install, place, inscribe, paint, or otherwise attach and shall not permit any banner, sign, advertisement, notice, marquis, or awning on or within the Pavilion, without the prior review and consent of Avon in each instance. (2) Producer shall, at its own expense, provide and maintain in first-class condition all permitted signs and shall, upon the expiration of this Agreement, at its own expense, promptly remove all such permitted signs and repair any damage caused by such installation and/or removal. Avon shall have the right to remove all non -permitted signs without notice to Producer, at the expense of the Producer. (3) Producer shall not drive locates and/or stakes into the ground along any pathways, athletic fields, parking lots or grassy areas with underground sprinkler systems without prior permission from the CCO. (4) Producer shall not make alterations, additions, or improvements on or to the Pavilion without the prior written consent of Avon, to include, but not limited to Bravo! Vail - 2025 May 7, 2025 Page 2 of 19 tenting, catering equipment and portable facilities. All such work permitted by Avon shall be performed in a good, safe, and workmanlike manner. (5) By order of the Eagle River Fire Protection District, Producer will ensure that NO THEATRICAL SMOKE, without approval, is blown on the Pavilion and NO PYROTECHNICS OF ANY SORT are to be detonated. Decorative open flame, fire pits, patio -style heaters and/or fire performers are only permissible if permitted through and approved by Eagle River Fire Protection District. Cooking of any sort by hot plate, open flame, grill, etc. is not allowed in the Green Room (including the restroom). (6) To the extent licensed personnel, such as electricians, medical, emergency response or health official, are required to conduct certain services or inspections, Producer shall abide by these local and State requirements. (7) Producer agrees to use its best efforts to retain volunteers and paid staff from qualified persons residing in the Town of Avon or Eagle County. C. Post -Event Inspection. Producer and the CCO shall jointly perform and document a post -event inspection of the Premises not later than Friday, June 27, 2025, at 9:00 a.m. before the Premises are returned to Avon. Producer shall promptly notify the CCO of any problems or damage that may have occurred during the Event during the post -event inspection. Producer shall be liable for any damage to the Premises and any adjacent Avon property caused by the installation or removal of any alteration, addition, or improvement. Avon may act to repair and restore any damage caused by Producer and Producer shall be liable for such costs, including reasonable attorneys' fees and costs to enforce this Agreement. 3. SECURITY SERVICES. Producer shall assure the Event will be operated in a safe and secure manner and provide for all security needs for the Event. Contracts for services with the Producer's security agency(s) and procedural documents, if any, shall be provided to the CCO forty-five (45) days prior to the first date of the Event. Security requirements shall meet the audience profile. Security service requirements include, but are not limited to, security needs for alcohol sales, enforcement of marijuana restrictions, crowd management including lighting for ingress and egress, lost children protocol, lost and found protocol, entry gate security checks, trespassing, weather incident, and a communication protocol for law enforcement and emergency response agencies, including a chain of command. When necessary, security for traffic management may be required, including external support from the Colorado Department of Transportation, Colorado Highway Patrol and/or Eagle County Sheriff's office. The CCO shall review the contract(s) for security services (generally within fifteen (15) business days of receipt by Avon) and shall provide notice to the Producer of any concerns. Avon, in its sole discretion, shall determine the number of law enforcement officers Avon will provide for the Event. Avon law enforcement costs may be included, in part or in whole, in the in -kind services provided by Avon, if applicable. If not provided as an in -kind service, in part or in whole, Producer shall be responsible for all costs associated with Avon providing law enforcement Bravo! Vail - 2025 May 7, 2025 Page 3 of 19 officers for the Event. The Event Action Plan ("EAP") Template can be found on the Producer's Toolkit. 4. MEDICAL AND EMERGENCY RESPONSE SERVICES. Producer shall ensure the Event shall provide for on -site medical and emergency needs and response requirements of the Event, unless waived by the CCO. Contracts for services with the Producer's emergency response agencies and procedural documents, if any shall be provided to the CCO forty-five (45) days prior to the first date of the Event. On -site medical and emergency personnel must be able to address on -site response for attendees who are experiencing heat exhaustion, dehydration, severe intoxication and/or are under the influence of drugs, are injured on site, safety lighting at paths of ingress and/or egress, weather incident or any other medical need. The CCO shall review the contract(s) for service (generally within fifteen (15) business days of receipt by Avon) and provide notice to the Producer of any concerns. The Event Action Plan Template can be found on the Producer's Toolkit. 5. SANITATION & RESOURCE RECOVERY. Producer shall provide for the sanitation facilities (restrooms and handwashing), resource recovery (trash, composting, and recycling), cleanliness and cleaning needs of the Event. Contracts for services with the Producer's sanitation and resource recovery agencies and procedural documents, if any shall be provided to the CCO forty-five (45) days prior to the first date of the Event. Contract services shall cover refuse management, recycling, composting and diversion reporting, portable restrooms, grounds and Pavilion cleaning and all parking lots included in the defined Premises. The CCO shall review the contracts for service (generally within fifteen (15) business days of receipt by Avon) and shall notify the Producer of any concerns. The Producer acknowledges receipt of Avon's Vendor Sustainability Guidelines and agrees to disseminate the Policies to event personnel, vendors, performers, etc. as needed. The Vendor Sustainability Guidelines can be found on the Producer's Toolkit. 6. PARKING. The Producer shall provide parking for the Event in accordance with the table below. If Producer utilizes a private parking lot to satisfy the required parking, Producer shall be responsible to pay any fees to such private parking lot owner and shall provide a copy of a license agreement or Temporary Use Permit indicating Producer's permission to use such private parking lot at least forty-five (45) days prior to the Event. The CCO shall review the contracts for parking (generally within fifteen (15) business days of receipt by Avon) and shall notify the Producer of any concerns. The Producer acknowledges receipt of Avon's Paid Parking Regulations and agrees to disseminate the Regulations to event personnel, vendors, performers, etc. as needed. The Paid Parking Regulations can be found on the Producer's Toolkit. Bravo! Vail - 2025 May 7, 2025 Page 4 of 19 %of Non- Parking Stall Vehicle #of Persons Per #of Parking Needs Attendance Attendees Vehicle Attendees2 Estimate 1,500 or fewer pers ons 70% 2.5 450 180 1,501- 2,000 persons 70% 2.5 600 240 2,001- 3,000 70% 2.5 900 360 3,001 orgreater 70% 2.5 'IBD 'IBD I Attendees walking, riding, resident, or lodging 2 Uses largest number 7. AMPLIFIED SOUND. Producer acknowledges that sound checks, performances and announcements may require Avon Town Council approval pursuant to Section 5.24.030 of the Avon Municipal Code and as outlined in the Outdoor Use of Amplified Sound Systems can be found on the Producer's Toolkit. Avon agrees to waive the $25 Application fee associated with the Amplified Sound Permit. Producer shall abide by the following requirements for amplified sound: A. Sound Checks: Sound checks may generally occur within four (4) hours of the start of the performance. B. Performance Times: Dates and times of all performances and/or announcements will be provided to Avon as soon as available and listed on Event website and marketing collateral as applicable. C. Sound Volume: Producer agrees the volume for any sound check and performance times will be moderated to achieve the sound quality needed for the Event and shall be considerate of the surrounding neighborhoods. The CCO has the authority to require the volume to be reduced at any time during the Event. D. Sound Penalty: Producer acknowledges and agrees that strict adherence to the sound check, and performance times approved in the Sound Permit are a material term of this Agreement. Producer shall pay a penalty of one hundred dollars ($100.00) per minute for music, public address announcements, sound check, or any other amplified sound that occurs before or after any time period in which amplified sound is permitted or which occurs after the CCO has required the volume to be reduced. Producer acknowledges and agrees to pay the sound penalty assessed via the release of the damage deposit or release of the Events final payment in accordance with Section 12.A.(3), if applicable. 8. VENDOR LICENSING & SALES TAXES. Producer shall provide a list of vendors to the CCO by not later than fourteen (14) business days prior to the first day of the Event; and shall update the list of vendors up to the date of the Event and shall follow up after each Event to verify what vendors were in attendance for sales tax purposes. The list shall include: All vendors, exhibitors, sponsors, and non -profits, engaged in selling food, beverage, merchandise, wares, admissions, etc. during the Event. The vendor list will include: The business names/dba, physical address, mailing address, phone number, email Bravo! Vail - 2025 May 7, 2025 Page 5 of 19 address, contact, and type of activity. Producer shall register for a Sales Tax License with the Town of Avon; there is no fee assessed for this license. Producer will be required to collect and remit sales tax for any vendor engaged in business at the special event. The Producer acknowledges receipt of Avon's Special Event Vendor Policies and agrees to disseminate the Policies to event personnel, vendors, performers, etc. as needed. The Special Event Vendor Policies can be found on the Producer's Toolkit. 9. SPECIAL EVENT LIQUOR PERMIT. Producer shall be solely responsible for identifying a local non-profit to acquire a Special Event Liquor Permit for the Event and is asked to consider one or more of the local non -profits as the Liquor Permit applicant. Application for the Liquor Permit and all insurance and indemnification requirements pursuant to Avon Municipal Code 5.08.170 shall be the responsibility of Producer and its non-profit. An overview of process and Colorado Special Event Liquor Permit Application can be found in the Producer Toolkit. Producer shall submit to the Town Clerk a complete Special Event Liquor Permit Application including insurance requirements by not later than 5:00 p.m., forty-five (45) days prior to the Event date. 10. ADMISSION TICKET FEE. N/A 11. MARKETING. A. Producer Responsibility. Producer shall ensure the Event is well branded and marketed and shall provide the Event Marketing Plan to the CCO upon execution of this Agreement. no later than sixty (60) days prior to the Event. (1) Producer shall advertise in all media notification to attendees the alcohol and recreational marijuana restrictions, resource recovery priorities, parking and transportation systems, no dogs except registered service dogs on a leash not to exceed five (5) feet at the Event and all other matters deemed necessary by the CCO for the advanced informational needs of Event attendees. (2) If Producer desires to produce a digital sign and/or vinyl banners for promotional purposes, Avon shall provide size requirements, install/remove the banners as part of the in -kind services in the following locations: Digital Sign - Avon Road and Avon Road light poles at roundabouts (up to 8 light poles) and are based on availability. Producer and Avon shall mutually agree on the number (up to 8), location and installation of such banners as well as removal dates. (3) Producer agrees to provide Avon, by not later than sixty (60) days after the Event, not fewer than five (5) professional quality reproducible photographs and not less than ninety (90) seconds of edited video from the 2024 Event for use by Avon in any and all Avon marketing and or promotions, which may include, but is not limited to print, web, social media channels, etc. B. Avon Responsibility. Bravo! Vail - 2025 May 7, 2025 Page 6 of 19 (1) Avon will post on its website, content, provided by the Producer, within fifteen (15) business days after receipt of "posting ready" materials from the Producer. Content may include a high -resolution Event logo and up to five (5) professional quality reproducible photographs and edited video, not to exceed ninety (90) seconds. (2) Avon shall disseminate Producer -prepared press releases and like and/or share Facebook and Instagram postings, as soon as possible, once received from the Producer. (3) Avon will list the Event on its website on the Special Event landing page and/or Events at a Glance landing page sixty (60) days after execution of this Agreement. (4) In addition to the "Exempt Admissions" authorized by Resolution 15-18, Avon will make available up to three hundred (300) additional "Exempt" single -day admissions (Complimentary Media) to the Producer specifically for, and strictly limited to, marketing purposes. 12. AVON CASH AND IN -KIND SERVICES. A. Payment Schedule. Cash funding of Twenty Thousand Dollars ($20,000.00) was appropriated by the Avon Town Council to support the Event. Funds will be released as follows: (1) Fifty percent (50%) within thirty (30) days of execution of this Agreement by both Parties. (2) Thirty percent (30%) within thirty (30) days of implementing (1) the Event Marketing Plan and (2) receipt of service contracts and procedural documents, if any, invoices, and receipts for expenses incurred, including Producer's profit. (3) Twenty percent (20%) after (1) post -Event Inspection, (2) post -Event Debrief and (3) receipt post -Event Survey Report as outlined in Section 14. B. In -Kind Support. Avon shall provide in -kind support to Producer as shown in Exhibit D: Avon In -Kind Support, in an amount not to exceed Six Thousand Five Hundred Dollars ($6,500.00). The CCO shall track the in -kind expenses and notify the Producer at any time the award level is approached. 13. AVON BENEFITS AS A SPONSOR. A. Complimentary Advertising. Producer shall provide a complete list of sponsor benefits at a level commensurate to other Event sponsors and list of fulfillment benefits, which Avon shall receive within forty-five (45) days of execution of this Agreement. Should Avon be entitled to complimentary advertising, photography, or other media exposure in any of the Event program or other informational materials, Bravo! Vail - 2025 May 7, 2025 Page 7 of 19 Producer shall provide Avon with all production specifications and deadlines a minimum of sixty (60) days in advance of the publication. Marketing and Promotional Benefits: • Verbal recognition from stage at sponsored concert on June 26 • Social media recognition when June 26 concert is mentioned • Recognition in 2025 Annual Program Book on all appropriate pages for level of contribution, including logo on Corporate & Government Support page • Inclusion in related press releases and feature articles written by Bravo! Vail • Logo and website link listed on www.bravovail.org • Logo and website link included on marketing emails to 19,000 of Bravo! Vail's subscribers • Listing in end -of -season Annual Report (distributed in Fall 2025) • Right to use the Bravo! Vail name or logo in any pre -approved marketing campaigns C. Complimentary Admissions. Producer shall provide complimentary admission for the following attendees: (1) Avon staff providing services, in -kind and/or paid, as approved by the Event Manager. (2) Transferable VIP Pass for the Avon Town Council and Town Attorney, plus one guest for each of them, for a total of sixteen (16) VIP passes. (3) Transferable general admission passes for the CASE Committee, plus one guest for a total not to exceed twenty (20) passes. (4) Transferable general admission passes for Town of Avon, plus one guest for a total of four (4) passes to be administered at Event Manager's discretion. (5) VIP All Access Pass Admission and credential (if applicable) for the Town Manager, Event Manager and Event Coordinator. La Bravo! Vail will provide additional complimentary tickets to be used by the Town of Avon throughout the 2025 Bravo! Vail Music Festival: 6 complimentary Tier 2 Tickets to Orchestral Series concerts at Gerald R. Ford Amphitheater (valid for Chamber Orchestra of Europe, Dallas Symphony Orchestra, or The Philadelphia Orchestra performances) 0 4 Transferable lawn passes for Bravo! Vail concerts at the Gerald R. Ford Amphitheater (valid for any Bravo! Vail concert at GRFA, pending availability) o Access to additional complimentary tickets, when available o Opportunity to purchase additional tickets at a discounted rate F. Bravo! Vail - 2025 May 7, 2025 Page 8 of 19 Summer 2025 Donor Event Invitations The Town of Avon will receive 2 invitations to attend the following BravoI Vail donor events: + Winter Appreciation Event and Apr& Ski Party (Winter/Spring 2025) Platinum Circle Soir6e (Summer 2025) Four (4) Pre -Concert Opening Night Receptions in the Borgen Patrons Plaza (Summer 2025) ■ Four (4) Post -Concert Opening Night Champagne Tcasts (Summer 2025) a Four (4) Pre -Concert Closing Night receptions at Betty Ford Alpine Gardens Rooftop Terrace (Summer Z025) ■ Three (31 Post -Concert Dessert Receptions (Summer 2025) a Open Rehearsal (Summer 2025) 14. SURVEY. Producer shall conduct an on -site intercept survey or a post -event survey via email. The survey instrument questions, and final report shall be provided to Avon within thirty (30) days of the last day of the Event. If Avon includes the Event in either an on -site intercept survey or a post -event survey via email, Producer shall grant access to Avon's survey firm. Avon shall retain and have ownership of the data collected by Avon; and the survey instrument questions, and final report shall be provided to the Producer within sixty (60) days of Avon receiving the final report. 15. POST EVENT DEBRIEF. The CCO and Producer, and respective key staff and other Avon representatives, shall meet on Tuesday, July 8, 2025, at 10:00 a.m., in the Avon Town Hall to review the Event. The meeting date may be changed with agreement by the Parties. 16. DAMAGE DEPOSIT. Producer shall pay a damage deposit or other security instrument of One Thousand Dollars ($1,000.00) payable to the Town of Avon no later than ten (10) business days prior to the approved Event load -in date/time. Avon shall return the damage deposit within thirty (30) days after the Event, less any repair costs, clean-up costs, or other costs incurred by Avon unless Avon determines that funds need to be retained longer to evaluate the intended uses of the funds. 17. AVON TRADEMARKS. The Town of Avon's symbols, logos, graphics, fonts, and colors, including such marks associated with the Event (collectively referred to as "Marks"), are set forth in the Brand Guidelines available in the Producer's Toolkit. Avon's Marks are and shall remain the sole and exclusive property of Avon. Producer shall not hold itself out as having any ownership rights with respect to Avon's Marks or, except as may be specifically granted hereunder, any other rights herein. Any and all goodwill associated with any such rights shall inure directly and exclusively to the benefit of Avon. Subject to the terms and conditions of this Agreement, Avon hereby grants to Producer a non-exclusive, non -transferable, revocable, and limited license to reproduce Avon's Marks in connection with (1) the Events; and (2) carrying out any other Producer obligations under this Agreement. Except as expressly permitted hereunder, Producer hereby covenants and agrees that it will make no use of Avon's Marks. Producer shall have no right to sublicense its rights under this license. Producer's use of Avon's Marks shall be strictly subject to the prior written approval of the CCO, which approval may be granted or Bravo! Vail - 2025 May 7, 2025 Page 9 of 19 withheld at the CCO's discretion. Notwithstanding any provisions hereof to the contrary, prior to the printing or reproduction of any Avon Marks pursuant to this Agreement, Producer shall provide Avon with samples of all such materials for Avon's review and approval or disapproval. Any trademarks, logos or other intellectual property developed by Avon or by Producer in connection with Avon's Events services provided hereunder shall be the property of Avon. 18. MORALITY CLAUSE. Producer acknowledges that the Town of Avon's image is of immeasurable value to the Avon community. If at any time the Producer, its performers or artists, or the sub -contractors hired to serve or support the event, has an incident, occurrence or public disclosure concerning a statement or action that tends to shock, insult or offend the Avon community or public morals or decency, including but not limited matters involving discrimination, sexual harassment, or alleged felony acts, which Avon perceives as reflecting negatively on Avon's image, then Avon may restrict Producer from using such performer, artist or sub -contractor, or in the case of a matter involving the Producer, Avon may demand assignment of the Event to another producer or may elect to deem such occurrence by Producer as a material breach of this Agreement and may elect to cancel the Event in accordance with Section 22 Event Cancellation after providing notice and opportunity for cure. 19. INDEMNIFICATION. Producer agrees to indemnify the Town of Avon, its officers, agents, and employees, and to hold them harmless against any and all claims, actions, demands or liabilities, including attorney fees and court costs, for injury, death, damage, or loss to person(s) or property arising out of or directly or indirectly resulting from Producer's actions or omissions in connection with the conduct of the Event. 20. INSURANCE. Producer shall obtain general liability insurance coverage within the minimum limits set below naming Avon as an additional insured; and, insuring Avon and its officers, agents, and employees against any and all liability and damages which may arise, directly or indirectly, from the conduct of the Event. Producer shall provide a certificate of additional insured to Avon for its review and records. The policy dates shall include the entire range of dates for which Town of Avon property is used. The minimum limits and requirements of the coverage for less than 1,000 in attendance shall include: $1,000,000 per occurrence primary coverage, and $2,000,000 annual aggregate; 30 days' written notice of cancellation; host and general liquor liability insurance in the same amounts listed above if applicable; $1,000,000 personal and advertising injury coverage; and $50,000 fire damage. For attendance greater than 1,000, the requirements are as follows: Attendance Limits Per Occurrence/ Requirements Aggregate Host Liquor Liability Personal & Advertising Injury Fire Automobile 1,000-2,000 $1M $3M $1M $1M $50,000 $1M 2,001-3,000 $1 M $4M $1 M $1 M $50,000 $1 M 3,001 $1 M $5M $1 M $1 M $50,000 $1 M Bravo! Vail - 2025 May 7, 2025 Page 10 of 19 Producer shall provide to Avon proof of Comprehensive Automobile Liability insurance for any motor vehicles owned or hired by Producer or its officers, agents, or employees that are used as part of the Event. The insurance policy shall provide that it is primary insurance and that its coverage will apply prior to utilization of Avon's general liability coverage. Producer shall provide written evidence of all insurance coverage required in this Section to the CCO no later than thirty (30) days prior to the first day of the Event. All required insurance policies shall be non -cancellable without thirty (30) days prior written notice to Avon. Producer shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Section of this Agreement by reason of its failure to procure or maintain insurance or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. All subcontractors of Producer shall be required to list the Town of Avon, its elected officials, officers, and employees as additional insured and provide the appropriate certificate of insurance to Avon upon request. 21. RELEASE OF LIABILITY. Avon assumes no responsibility whatsoever for any non - municipal property placed in said Premises. Producer hereby expressly releases Avon from any and all liabilities for any loss, injury or damages to any person or property of Producer, its employees, agents, concessionaires, performer, attendee, spectator, or other invitee that may be sustained by reason of the occupancy of the Premises under this Agreement, except for the negligent acts of Avon or its officers, agents, employees. To the fullest extent permitted by law, Producer shall indemnify, defend and hold harmless Avon, its members, affiliates, officers, directors, partners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of the performance of this Agreement, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Producer, anyone directly or indirectly employed by Producer or anyone for whose acts Producer may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. In the event the Premises or any part thereof is damaged by fire or other natural causes or if for any other reason, including strikes, failure of utilities, which results in cancellation of the Event, or which in the judgment of the CCO, renders the fulfillment of this Agreement by Avon impossible, Producer hereby expressly releases and discharges Avon and its officers, agents and employees from any and all demands, claims, liabilities, and causes of actions arising from any of the causes aforesaid. 22. EVENT CANCELLATION. The CCO or Producer may cancel the Event if material terms of this Agreement are not substantially fulfilled in a timely manner which is foreseen to result in an event which may compromise public safety or which will negatively impact the reputation of the Town of Avon, or in the event of an unforeseeable event beyond the reasonable control of the CCO or Town of Avon, including, without limitation, acts of nature (including weather events that render a stage performance unsafe or unfit for an orchestral performance), fire, explosion, lightning, labor disputes, strikes, acts of terror, epidemics or pandemics, material shortages or unavailability, government laws or regulations, or war or civil disorder (each a "Force Majeure Event"). Should Avon deem any term or terms of this Agreement unfulfilled or in material breach, Avon shall give Producer written notice and Producer shall have five (5) business days (or such longer time as mutually agreed by the Parties) to cure such breach. Should Producer cure, this Agreement shall continue in full Bravo! Vail - 2025 May 7, 2025 Page 11 of 19 force and effect. If Producer cancels the Event, if the Producer is not able to cure and Avon elects to terminate the Event, or if the CCO or Town of Avon cancels the Event due to a Force Majeure Event, then (A) Avon shall remit to Producer all deposits less any Event related expenditure incurred by Avon; (B) all funds provided by Avon for the Event shall be returned in full; and (C) if Avon has dedicated resources toward production and cancellation in less than ninety (90) days prior to the first day of the Event, Producer shall pay Avon five thousand dollars ($5,000) as liquidated damages within ten (10) days, provided, however, that in the case of a Force Majeure Event, Producer shall not be required to pay Avon any payment as liquidated damages; and all such funds shall be provided to the other Party within thirty (30) days of the cancellation. Any funds not returned to and received by Avon shall bear interest at the rate set forth in Avon Municipal Code Chapter 3.32 — Interest on Past Due Accounts. Neither Party shall be liable to the other for any lost profits, lost revenues, consequential or special damages as a result of cancellation. 23. MUNICIPAL ADDENDUM. This Agreement is subject to the Municipal Addendum attached here to as Addendum A and made part of this Agreement, the terms of which shall apply and supersede any conflicting term in the body of this Agreement. 24. NOTICES. Any notice to either Party under this Agreement shall be in writing and shall be sent to the addresses designated below. Notices by e-mail shall be deemed received when acknowledged by the recipient. Producer: Elli Monroe, Director of Artistic Operations 2271 NFrontage Rd W, Suite C Vail, Colorado 81657 970.827.5700 emonroe@bravovail.org Avon: Danita Dempsey, Chief Cultural Officer P.O. Box 975 100 Mikaela Way Avon, CO 81620 (970) 748-4065 ddempsey@avon.org COPY TO: Nina Williams, Town Attorney nwilliams@avon.org Bravo! Vail - 2025 May 7, 2025 Page 12 of 19 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. TOWN OF AVON By and Through Its Chief Cultural Officer Date: Danita Dempsey, Chief Cultural Officer PRODUCER By: Date: [signature] Name: [print] Title: Bravo! Vail - 2025 May 7, 2025 Page 13 of 19 ADDENDUM A: MUNICIPAL PROVISIONS. A.I. Addendum A Controls: In the event the terms and conditions of this Addendum A conflict in whole or in part with the terms and conditions of the Agreement, the terms and conditions of this Addendum A shall control. A.2. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to Avon, its officials, employees, contractors, or agents, or any other person acting on behalf of Avon and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. A.3. Affirmative Action: Producer will not discriminate against any employee or sub- contractor for employment because of race, color, religion, sex, or national origin. Producer will take affirmative action to ensure applicants are employed, and 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. A.4. Article X, Section 20/TABOR: The Parties understand and acknowledge that Avon is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi -fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of Avon are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Avon's current fiscal period ending upon the next succeeding December 31. Financial obligations of Avon payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. A.5. Employment of or Contracts with Workers without authorization. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. This paragraph shall not apply to any services falling under the exceptions provided for in C.R.S. 8-17.5-101(b)(I)-(V). Contractor shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement. Contractor shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any workers without authorization. By entering into this Agreement, Contractor certifies as of the date Bravo! Vail - 2025 May 7, 2025 Page 14 of 19 of this Agreement it does not knowingly employ or contract with a worker without authorization who will perform work under the public contract for services and that the Contractor will participate in the e-verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. The Contractor is prohibited from using either the e-verify program or the department program procedures to undertake pre- employment screening of job applicants while this Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with a worker without authorization, the Contractor shall be required to notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with a worker without authorization. The Contractor shall terminate the subcontract if the subcontractor does not stop employing or contracting with the worker without authorization within three (3) days of receiving the notice regarding Contractor's actual knowledge. The Contractor shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with a worker without authorization. The Contractor is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If the Contractor violates this provision, the Town may terminate this Agreement, and the Contractor may be liable for actual and/or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. A.6. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. Avon's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by Avon except in writing. A.7. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. A.8. Limitation of Damages: The Parties agree that Producer's remedies for any claims asserted against Avon shall be limited to proven direct damages in an amount to exceed amounts due under the Agreement and that Town shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits. A.9. No Third -Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with cause of action in favor of, or claim for relief for, any third party, including any agent, sub -consultant, or sub -contractor of Producer. Absolutely no third -party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. Bravo! Vail - 2025 May 7, 2025 Page 15 of 19 A.10. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. Other than this Addendum A, which shall trump all other documents, if there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. A.11. Survival of Terms and Conditions: The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. A.12. Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by Producer without the express written consent of Avon. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by Avon. No assignment shall release the Producer from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. A.13. Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. Bravo! Vail - 2025 May 7, 2025 Page 16 of 19 EXHIBIT A: DESCRIPTION OF PREMISES 1. Harry A. Nottingham Park — Portion of the Main Athletic Field 2. Avon Pavilion 3. Avon Town Hall Parking Lot i�� Bravo! Vail - 2025 May 7, 2025 Page 17 of 19 � f � i• u1s]L•] •R EXHIBIT B: EVENT DESCRIPTION An enchanting evening with the world-renowned orchestra, Sinf6nica de Mineria! Bravo! Vail Music Festival is proud to present Sinf6nica de Mineria for a second year in a special concert, and a Bravo! Vail first, at Nottingham Park. Performing in the awe-inspiring setting at the Avon Pavilion, we invite you to join us for an unforgettable night under the stars where nature's beauty showcases Hispanic and Latin works with the special flare and joy the ensemble is known for internationally. As part of this exciting engagement, Bravo! Vail endeavors to partner with community organizations to enhance the experience and more deeply engage its audiences with a pre -concert Community Fair from 4:00 p.m. to 6:00 p.m., before the concert starts on June 26. Eagle Valley Community Foundation (EVCF) is invited to utilize this opportunity to celebrate its 10-year Anniversary by showcasing the impact of EVCF's work including the MIRA Bus and introducing its newly acquired 2nd MIRA bus, The Community Market, and the Elevar entrepreneurship program. This opportunity will allow EVCF to participate in curating pre - concert activities. Through this collaboration, we can foster a deeper connection between the arts, culture, and the diverse communities we serve. This event is free but requires a ticket reservation. Reservations will be available beginning on March 11, 2025, at BravoVail.org. 1. NON-EXCLUSIVE USE: Producer is granted the non-exclusive use of the Premises for the sole purposes of: a. Event set-up on Wednesday, June 25, 2025, from 10:00 p.m. to 11:00 p.m.; and Thursday, June 26, 2025, from 7:00 a.m. to 4:00 p.m. b. Event break -down and site clean-up on Thursday, June 26, 2025, from 9:00 p.m. to 11:00 P.M. 2. EXCLUSIVE USE: Producer is granted an exclusive use of the premises: a. Thursday, June 26, 2025, from 4:00 p.m. to 9:00 p.m. for the Event. Bravo! Vail - 2025 May 7, 2025 Page 18 of 19 Medium Radio Print (media) Print(internal) Outdoor Digital Misc EXHIBIT C: MARKETING PLAN Vendor Product I Impressions (est.) Janua I FebruaryI March I April May June Festival brand commercials on,select stations. Focus on 6.26 with La Nueva M x Vail Daily See link right to run sheet dates Vail Daily Vail Beaver Creek Magazine r Back Cover Summer/Fall 25 1111111111111111111111111 • V Mill Ful I Page Trade de Organic ' '. r,. ' . , .. Other Festival Event photo overage Bobby Bank (Vail Valley hotels) (season brochure Bravo! Vail - 2025 May 7, 2025 Page 19 of 19 EXHIBIT D: IN -KIND SUPPORT In -Kind Services Services Description Estimated In- Kind Value Cost Explanation Avon Performance Cleaning of green room (before and Janitorial Services Pavilion following event). $100.00 $50/per hour Town Electrician to review power Based on hours Hourly staff rate at Power Consultation needs, identify location of panels, requested $58.67/per hour distribution, and output capacity. Power Assets Installation Buildings staff to install, distribute and Hourly staff rate at & Removal (based on remove all Town owned power assets. $1,155.84 $48.16/per hour; 24-man availability) hours Avon Road Light Pole Public Works staff time for installation Hourly staff rate at 8- Banner Placement and removal of light pole banners. Up $1,466.65 man hours of work $45.83/per hour. Est. 32- (based on availability) to eight (8) total locations. man hours Personnel to assist with set-up and/or removal of barricade fencing, up to 10 portable restrooms and 4 hand Hourly staff rate per man Labor: Public Works washing stations; and the delivery of $2,749.80 hour of work $45.83/per (based on availability) event assets to include but not limited hour; 60-man hours to (15) TOA tents, water monster, event signage, chairs, banquet, and cocktail tables. Labor: Public Works Personnel to set-up and remove eight Hourly staff rate per man (based on availability) (8) Meridian Vehicle Barricades $91.66 hour of work $45.83/per hour; 2-man hours Sanitation & Resource Portable restrooms and landfill, $495.00 Approximately $495 / No Recovery Assets recycling, and compost dumpsters. up charge Third -Party Parking Lot Rental fee for leasing Beaver Creek $400.00 $400 per day / No Rental Resort Company Bear Lot upcharge TOTAL: $6,458.95 In -Kind Service Total: $6,500.00 Bravo! Vail - 2025 May 7, 2025 Page 20 of 19 TO: Honorable Mayor Underwood and Council members A FROM: Matt Pielsticker, Community Development Director Avon RE: Wildwood Townhomes Deed Restriction Replacement DATE: May 29, 2025 c o L a R a D o SUMMARY: Before Avon Town Council ("Council") for action is a draft Deed Restriction replacement for the price -capped Wildwood North and Wildwood South (collectively referred to herein as "WWTH") properties. The draft Deed Restriction ("Attachment A") was developed alongside the form replacement agreement for other deed restricted properties. The attached Deed Restriction replacement was included in a previous Town Council packet for consideration in September 2024. Action was delayed at the request of WWTH owners. Minor changes were made to the draft Deed Restriction agreement since September 2024. The changes are noted in redline strikethrough format in Attachment A. Council approved the replacement deed restriction for Brookside Lodge, Chapel Square, Grandview, and Sheraton Mountain Vista on April 8, 2025. The most notable difference between the WWTH replacement and that used for other properties is the upward (re)adjustment of Base Sales price. BACKGROUND: WWTHs were constructed in 1990-1991 and are Avon's first deed restricted units. Home ownership is enjoyed by 17 units, with 12 units in Wildwood South and 5 units in Wildwood North. Ownership composition is diverse, with some units occupied by the original owners, and other units that have resold multiple times over the years. WWTHs has a two -document system; a recorded Deed Restriction ("Attachment B") and the Town of Avon Housing Guidelines, or its substitute. The Town of Avon Housing Guidelines were found to be outdated; they were replaced by the Avon Community Housing Policies ("ACHP"), as provided for in the Deed Restriction. In the event an owner elects to retain the original Deed Restriction, where any conflict between the original Deed Restriction and the ACHP occurs, the Deed Restriction prevails. The Town has been approached over the last several years with concerns by WWTH residents and potential buyers. Concerns have been raised over the original construction quality, condition of the units and HOA common areas, compliance issues, resale controls, increased maintenance requirements due to the original roof design, and inability to pay for needed replacement reserve expenditures. Each concern is addressed in a separate subsection below: Original Construction: The Avon Housing Authority contracted to construct the project in 1990-1991. Records indicate that Colorado First Construction completed the project and units received certificates of occupancy. All of the units were sold to qualified buyers. After Deed Restrictions were signed and the units were conveyed, the Town's involvement and oversight of the project was limited to the deed restriction, including buyer qualifications and maximum sales price verifications. The ownership and management of the project was turned over to the Homeowner's Association. Condition of Units: Owners have expressed concern that their Maximum Sale Price ("MSP") values are not high enough. Citing the low MSP as a deterrent for making regular maintenance and improvements to the units. The allowance for capital improvements is capped at 10% of the value of the unit at the time of the owner's purchase. For original owners, that amount may be only $7,800 total. For unit owners 970-748-4413 matt@avon.org considering making improvements beyond the allowable amount, they have encountered difficulty obtaining a home equity loan for necessary improvements because the value of the unit is not high enough. Common Area Maintenance: Town Staff advised that common areas are the Homeowners Association's responsibility to assess and pay for. In 2018, the Town agreed to pay for a replacement reserve study to assist the WWTH with understanding the needs and costs of maintaining a property and its common elements. The WWTH South unit owners replaced roof/siding using a special assessment. The WWTH North unit owners did not perform any improvement projects as an association. Some WWTH North owners have elected to improve their siding/roofing, while others have not. Compliance: In 2018, the Town collaborated with The Valley Home Store ("TVHS") to facilitate Annual Compliance Recertification of all deed restricted units in Avon. Annual Compliance Recertification continues to be required by all deed restricted unit owners in Avon. The process is formalized in the ACHP. The process includes providing backup documentation verifying employment (or retirement) and residency. Resale Controls: The original WWTH Deed Restriction allows an owner to select a buyer. The replacement Deed Restriction and the ACHP have a clear, neutral process for buyer selection. The purpose is to provide equal opportunity for any Eligible Buyer to participate in Deed Restricted housing and prevent extortion by sellers who have requested money outside of the Maximum Sale Price from buyers. Concerns from several owners at WWTHs remain. Several owners desire to sell their units to the buyer of their choice when the time comes. Price Disparity: The units that have resold multiple times experienced a higher Maximum Sale Price compared to units that have not resold multiple times. This is due to the simple interest appreciation calculation, over 33 years. The calculation allows for 3% simple interest to accrue based on the sales price the owner purchased the unit for. A unit that resold multiple times includes the prior appreciation in the sale price, and is now calculating at a higher simple interest amount. For example, an original owner may have purchased a unit for $92,000 and receives $2,880 per year in appreciation. A similar unit may have resold for $150,000 and receives $4,500 per year in appreciation. This has caused price disparity across the units. OUTREACH: Staff met with WWTH owners in November 2023, May 2024, and March 2025. Additional concerns with the replacement deed restriction were raised by WWTH owners at the meetings. In addition to the concerns raised above, owners stated that the Town Council meeting format for public comment was not conducive to a collaborative process. The upward adjustment of the Base Price was still not acceptable. No recommended changes to the form of Deed Restriction replacement has been provided to Staff from WWTH owners. BASE PRICE ADJUSTMENT: Staff recommends adjusting all unit base prices upward to the most recent sale price of the equivalent unit type (2- or 3- bedroom). Since those sales may have occurred a few years ago, the adjustment is based on the Base Price value of that most recent value as of January 1, 2024. Staff then rounded to the next whole number, allowing all owners to equitably benefit from this adjustment. This adjustment is to the Base Price, before capital improvements are added to the Maximum Sales Price. Staff continues to use the January 1, 2024 date as this was the original date used when we embarked on 970-748-4413 matt@avon.org this project. The Proposed Base Price Adjustment of value as of January 1, 2024 would be $200,000 for 2 bedroom units, and $250,000 for 3 bedroom units. The following table demonstrates the price disparity between units, proposed reset of Base Price, and resulting valuations. Proposed 2025 Base Value 2025 Base Porposed Original Reset Value Non Value Reset Purchase Jan 2024 (effective Jan Reset Special Depreciable with Beds Sq Ft Price Base Value 2024) Increase Update Assessment Improvements Improvements 3 1266 $ 97,500 $ 236,149 $ 250,000 $ 13,851 $ 261,363 $ 34,173 $ 295,536 2 1020 $ 77,300 $ 189,113 $ 200,000 $ 10,887 $ 209,090 $ 27,533 $ 236,623 2 1020 $ 76,800 $ 192,836 $ 200,000 $ 7,164 $ 209,090 $ 27,533 $ - $ 236,623 2 1020 $ 80,100 $ 194,863 $ 200,000 $ 5,137 $ 209,090 $ 27,533 $ 236,623 2 1020 $ 78,400 $ 153,211 $ 200,000 $ 46,789 $ 209,090 $ 27,533 $ 236,623 3 1266 $ 94,700 $ 185,139 $ 250,000 $ 64,861 $ 261,363 $ 34,173 $ 5,773 $ 301,309 3 1266 $ 96,700 $ 246,352 $ 250,000 $ 3,648 $ 261,363 $ 34,173 $ 295,536 2 1020 $ 77,300 $ 166,110 $ 200,000 $ 33,890 $ 209,090 $ 27,533 $ 236,623 2 1020 $ 77,100 $ 182,399 $ 200,000 $ 17,601 $ 209,090 $ 27,533 $ 236,623 2 1020 $ 78,100 $ 192,662 $ 200,000 $ 7,338 $ 209,090 $ 27,533 $ 236,623 2 1020 $ 80,100 $ 179,324 $ 200,000 $ 20,676 $ 209,090 $ 27,533 $ 236,623 3 1266 $ 95,800 $ 185,373 $ 250,000 $ 64,627 $ 261,363 $ 34,173 $ 295,536 3 1266 $ 95,500 $ 186,685 $ 250,000 $ 63,315 $ 261,363 $ - $ 261,363 2 1020 $ 77,300 $ 167,704 $ 200,000 $ 32,296 $ 209,090 $ - $ 209,090 2 1020 $ 77,600 $ 159,030 $ 200,000 $ 40,970 $ 209,090 $ - $ 209,090 2 1020 $ 77,500 $ 183,314 $ 200,000 $ 16,686 $ 209,090 $ - $ 209,090 3 1266 $ 97,5001 $ 214,271 1 $ 250,0001 $ 35,7291 $ 261,363 $ - $ 43,7791 $ 305,142 OPTIONS: Council has the following options: • Continue action to a specific date • Approve the replacement deed restriction, as drafted • Approve the replacement deed restrictions, with revisions • Table discussion RECOMMENDATION: I recommend Council approve and authorize use of the attached form to replace the WWTH deed restrictions. Owners can elect to not change their individual Deed Restriction or move forward with the draft form ("Attachment A"). In the event an owner retains the original form of deed restriction, the Town will change the agreement upon resale. The WWTH form brings Base Prices into closer alignment, allows a more generous capital improvement policy, moves to compounding interest appreciation, standardizes resale process, and format/content fall into closer alignment with other approved price capped Deed Restrictions in Town. Administration of Deed Restrictions becomes more efficient with parallel deed restriction requirements. The Deed Restriction replacement is offered as an individual owner decision and is not contingent upon all owners signing on. Owners may want to consult individually with Town Staff or their own attorney, and therefore Staff recommends the timeline to execute a replacement deed be extended through July 1, 2026 for the Base Price Adjustment to be effective. If owners choose not to sign onto the replacement deed 970-748-4413 matt@avon.org restriction, the replacement Deed Restriction will be used at the time of a resale, but without adjustment to the Base Price. PROPOSED MOTION: "I move to authorize the use of the replacement Wildwood Townhomes Price - Capped Replacement Form attached to Staffs report." Thank you, Matt ATTACHMENT A: Wildwood Price Capped Replacement Form ATTACHMENT B: Current Deed Restriction Form 970-748-4413 matt@avon.org ATTACHMENT A AV o n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION PRICE CAPPED DEED RESTRICTION THIS TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION ("Deed Restriction") is entered into on 20 (the "Effective Date") by and between the Town of Avon, Colorado, a Colorado home rule municipality, with an address of 100 Mikaela Way, P.O. Box 975, Avon, Colorado 81620 ("Town"), and [hereinafter known as "Owner"], (each individually a "Party" and collectively the "Parties"). WHEREAS, Owner owns the real property and the improvements situated thereon, located at , Avon, Colorado 81620, and more particularly described in Exhibit A hereto ("Property"); and WHEREAS, the Property was originally purchased on _ day of , and subject to The Town of Avon's Occupancy and Resale Deed Restriction, Agreement, and Covenant recorded on day of with Eagle County Clerk and Recorder; and WHEREAS, with voluntary agreement by the Owner, the Town has agreed to replace the Town of Avon's Occupancy and Resale Deed Restriction, Agreement, and Covenant with this Deed Restriction, WHEREAS, in consideration of recordiniz this deed restriction, the Initial Sales Price of the Unit is reset effective the date of this recording and WHEREAS, the Town has agreed to place certain restrictions on the ownership and resale of the Property for the benefit of the Town by requiring ownership and resale of the Property as set forth in this Deed Restriction and Avon Community Housing Policies ("ACHP"), and as they may be amended from time to time; and WHEREAS, the Town declares that the restrictive covenants set forth in this Deed Restriction are covenants running with the land and are binding upon all owners of the Property; and WHEREAS, the Town has authority as a home rule municipality to enter into the Deed Restriction and to exercise all rights, remedies and administrative oversight in this Deed Restriction. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is mutually acknowledged, the Parties agree as follows: COVENANTS Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 1 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION 1. Property Subject to Deed Restriction. The Property, as more particularly described in Exhibit A hereto, is hereby burdened with the covenants and restrictions specified in this Deed Restriction. The ownership, use and sale of the Property shall be restricted as specified in this Deed Restriction. 2. Definitions. The following definitions shall apply to terms used in the Deed Restriction: A. "Annual Compliance Recertification' means an annual recertification under oath by the Owner to the Town stating the Property has maintained occupancy by an Eligible Household in accordance with this Deed Restriction and the ACHP, and any other deed restriction monitoring or certifications required by the Town from time to time. B. "Avon Community Housing Policies" or "ACHP" means the Avon Community Housing Policies, as may be amended from time to time. which may include similar housing policies of another local or regional government housing authority serving the Avon community in the event that this Deed Restriction is assigned by Avon to such housing authority, and as they may be amended from time to time. C. "Eligible Household" means Households that (i) will use the Property as their Primary Residence, (ii) meet the employment qualification criteria below, and (iii) comply with the restriction on owning other real estate ownership below. Each of the criteria are further defined below: i. Employment Qualification: At least one primary member of the Household must meet one or more of the following criteria: (1) an employee working a total average of at least thirty (30) hours per week on an annual basis for a business(es) or employer(s) located within Eagle County; or (2) earns seventy-five percent (75%) or more of his or her income and earnings at a business(es) or employer(s) located within Eagle County, as documented with the United States Internal Revenue Service; or (3) has a qualified employment contract, that has been accepted by the Town, with an employer(s) within Eagle County on a permanent basis to work at least an average of thirty (30) hours per week on an annual basis, or (4) Employment qualifications may include classifications of workers (e.g.: retirees, disabled) in accordance with the Avon Community Housing Policies, as may be amended from time to time, and as approved by the Town. ii. Primary Residence. The Property will be used as the sole and exclusive place of residence as defined herein. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 2 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION W. Restriction on Owning Other Real Estate: (1) As of the date of purchase of the Property, during ownership of the Property and during any period of time the Property is occupied by an Eligible Household, no member of such Eligible Household, including, but not limited to, spouses and children under 18 years of age, may own any interest, alone or in conjunction with others, anywhere in any improved residential real property(ies), which may be subject to exceptions provided in the Avon Community Housing Policies. (2) A member of an Eligible Household that owns commercial property for business use or vacant land may request an exemption from this requirement, which may be granted at the sole written discretion of the Town or its assign. (3) Real estate that is owned by a prospective or current Eligible Household shall not be deeded to a corporation or other person or entity except for a fair market value, nor shall real estate be deeded to a corporation or other legal entity in which any Household member has any financial interest in order to meet the requirements in this subsection. iv. Title of the Property shall be held in the name of the natural person(s) who are members of the Eligible Household and who qualifies under criteria above. For example, title may be held jointly in the name of spouses who are members of an Eligible Household. (1) Notwithstanding the foregoing, an Eligible Household may seek a variance to allow title of the Property to be held in trust for the benefit of a natural person who also meets the definition and qualifications of an Eligible Household, as stated herein in Section 2.B. Such ownership in trust may only occur in the circumstances provided herein and at the sole written discretion of the Town, or its assign. To request a variance, the applicant shall submit a letter to the Town, or its assign, requesting a special review and a determination that title of the Property may be held in trust as set forth herein. (2) To be eligible for a variance, the following conditions must be met: (i) The beneficiary of the trust may not own other real property; and (ii) The beneficiary of the trust must be of the age of majority to qualify for this variance. (3) Upon receipt of a request for a special review for a variance and any requested information and documentation, the Town, or its assign, may grant the request, in writing, with or without conditions. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 3 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING • PRICE CAPPED DEED RESTRICTION D. "Household" means all individual(s) who will occupy the Property regardless of legal status or relation to the owner or lessee. E. "Initial Sales Price" means the maximum price for which a Price Capped For - Sale Housing unit may be initially sold. It also refers to the amount paid by an Owner in a subsequent sale. F. "Maximum Sales Price" means the maximum amount an owner can sell the Community Housing Unit. G. "Owner" means the owner of fee simple title to the Property, as well as its owner's agents, successors and assigns, buyers, heirs, devisees, transferees, grantees, owners or holder of title to the Property of record of the Community Housing Unit, according to the Clerk and Recorder of Eagle County, during their period of ownership interest. H. "Price Capped Community Housing" is subject to a deed restriction recorded against it requiring that it be owned and occupied by an Eligible Household as its Primary Residence and sold subject to the Maximum Resale Price, as those terms are defined herein. I. "Primary Residence" A Property is the Primary Residence of an Eligible Household as long as one or more members of the Eligible Household lives on the Property for at least 9 months in a calendar year. Determination of Eagle County primary residency status shall be based on criteria the Town deems reasonably necessary to make a determination, including but not limited to, voter registration, place of vehicle registration, and/or state issued identification. J. "Qualified Employer" means an individual or entity that regularly conducts business in Eagle County, is based in Eagle County, and is registered in Eagle County, if applicable. Qualified Employers may hold title to the Property and lease to their employees who are also members of Eligible Households. Qualified Employers may not impose restrictions upon the Property in addition to the terms of this Deed Restriction without prior written consent of the Town. K. "Short Term Rental" An Owner or non -Owner providing compensation to lodge in the Property for periods of less than thirty (30) days. Owner shall not advertise any part of the Property for short term lease on an open, public forum such as Airbnb, VRBO, Homeaway or equivalent. L. "Town" shall include employees of the Town of Avon or subcontractors retained by the Town who are tasked with enforcing Deed Restriction agreements. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 4 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION Ownership, Occupancy and Use Restrictions: A. The ownership, use and occupancy of the Property is restricted as follows: (i) the Property shall be owned and occupied by an Owner who either qualifies as an Eligible Household or is a Qualified Employer who leases the Property to their employee(s), who is/are Eligible Household(s), as defined within Section 2 of this Deed Restriction; (ii) the Qualified Employer lessee own no other real property, subject to the exceptions set forth in the definition of Eligible Household, in Section 2 above, and (iii) the Owner or Qualified Employer lessee uses the Property as its Primary Residence, as defined within Section 2 of this Deed Restriction. B. The Property may not be sold or otherwise transferred to any person other than an Eligible Household in accordance with the procedures for prior verification contained in Section 4 below and pursuant to all provisions within this Deed Restriction. It is understood and agreed by the parties that notwithstanding the foregoing, title to the Property may be held from time to time by the Town in the event of a foreclosure or as permitted by this Agreement or the ACHP. Further, it is understood and agreed to by the parties that notwithstanding the foregoing, the Property may be held from time to time by certain employers, districts or governmental entities which qualify as a Qualified Employer, as that term is defined in Section 2.G above. C. Owner is subject to Annual Compliance Recertification confirming and verifying the Owner's continued eligibility as an Eligible Household and its compliance with this Agreement. To confirm such eligibility, the Owner of the Property shall submit the following information to the Town: (i) a verification that the Owner continues to meet the requirements of an Eligible Household who uses the Property as its Primary Residence; and (ii) a statement that the Owner owns no other real property, subject to the exceptions set forth in the definition of Eligible Household, in Section 2 above, and other documentation that be required by the Town and the ACHP, as may be amended from time to time. D. An Owner must not engage in any business activity on or in such Property, other than as permitted within the zone district applicable to the Property. E. The Short Term Rental, or the advertising of a short term rental, of all or any portion of the Property is prohibited. F. An Owner of the Property may not permit any use or occupancy of the Property except in compliance with this Agreement. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 5 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION G. Owner, other than a Qualified Employer, may not, except with prior written approval of the Town and subject to the most current ACHP and the provisions of this Deed Restriction, rent the Property for any period of time. Owner covenants that any lease of the Property shall include a reference that such lease is subject to the terms and conditions of this Deed Restriction and ACHP, including but not limited to restrictions on the use and occupancy of the Property and cooperation on providing required documentation for verification of Eligible Household and Primary Residence status, as defined in Section 2. H. Any subsequent Owner of the Property must execute an Acknowledgement of Deed Restriction Agreement for Price Capped For Sale Housing, in the form, or similar form provided by the Town, set forth in Exhibit C, and attached hereto and incorporated herein by this reference. The failure to execute such document shall not extinguish the legal force and effect of this Deed Restriction on all current and subsequent Owners. I. All sales of the Property shall be subject to the Maximum Sales Price as calculated in Section 5 below. 3. Resale Restrictions: The Property may not be sold or otherwise transferred to any person other than an Eligible Household and subject to the calculation of the Maximum Sales Price in accordance with Section 5 and the provisions of this Deed Restriction. A. In the event that an Owner desires to sell the Property, the sale or transfer of the Property shall be executed implemented administered by the Town or its assigns in accordance with the most current ACHP procedures. B. Upon sale and conveyance of the Property by Owner to a buyer, the buyer shall be subject to the same occupancy and use requirements set forth in this Deed Restriction and the most recent version of the ACHP. 4. Maximum Sale Price: In no event shall the Property be sold for an amount in excess of the Initial Sales Price plus the applicable percentage of appreciation per year, and as provided below. A. The Initial Sales Price, effective the date of this recording, is $ B. Appreciation shall be three percent (3%), compounded annually. i. In the event an Owner owns a Subject Property for only a portion of any year, the percentage increase shall be prorated monthly, from purchase date, and the Owner shall be given credit through the month in which the property is listed for sale. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 6 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION C. Permitted Capital Improvements shall not increase the Owner's Initial Sales Price and are subject to depreciation as set forth in the most current ACHP. For the purpose of determining the Maximum Sales Price, the Owner may add the following amounts: i. The cost of permitted capital improvements as set forth in the most current ACHP. ii. The cost of any permanent improvements constructed or installed as a result of any requirement imposed by any government agency or assessment by a homeowner's association for such permanent improvements, provided that written certification is provided and approved by the Town. D. Real estate sales fees as identified in the most current ACHP. Owner shall not permit any prospective buyer to assume any or all of the Owner's customary closing costs nor accept any other consideration which would cause an increase in the purchase price above the bid price so as to induce the Owner to sell to such prospective buyer. NOTHING HEREIN SHALL BE CONSTRUED TO CONSTITUTE A REPRESENTATION OR GUARANTEE BY THE TOWN THAT ON RESALE THE OWNER SHALL OBTAIN A PARTICULAR PRICE INCLUDING BUT NOT LIMITED TO THE MAXIMUM SALES PRICE. 5. Default by Owner. Owner shall be responsible for compliance with all terms of this Deed Restriction, including occupancy and use of the Subject Property and limitations on owning other real estate. Any non-compliance with the terms of this Deed Restriction or breach of any covenant(s) set forth in this Deed Restriction, including non-compliance of use and occupancy of the Subject Property and limitations on owning other real estate, shall be deemed to be a Default by Owner, whether such non-compliance is a result of direct actions of the Owner of such non- compliance occurs during ownership. 6. Inspection. If the Town has reasonable cause to believe that the occupancy or use of the Property does not comply with any provision(s) of this Deed Restriction, the Town may inspect the Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, after providing the Owner and occupants a Notice to Inspect with at least twenty four (24) hours written notice. Notice of Inspection may be given by posting notice on the door to the residence on the Property. The Notice of Inspection shall generally describe the suspected non-compliance with this Deed Restriction and shall reference the Town's right to inspect set forth in this Deed Restriction. The Town shall have permission to enter the Property during such times upon providing a Notice of Inspection without further consent. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 7 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION 7. Notice and Cure. In the event of a Default by Owner of this Deed Restriction, the following procedures shall apply. A. Notice of Default. The Town shall send a written Notice of Default to the Owner detailing the nature of the default. Notice may be mailed, posted on the front door of the Property, or sent electronically. The Notice of Default shall (i) state the terms of this Deed Restriction or ACHP for which the Owner has defaulted; (ii) state the period for the Cure; (iii) references the potential remedies in this Deed Restriction; and (iv) state the procedures for administrative appeal of the Notice of Default. B. Period for Cure. The Period for Cure shall generally be thirty (30) days, provided that a default by Owner for lease or use of the Property as a Short Term Rental, non - primary residence or Second Home shall be cured by the Owner immediately. The Town may provide a longer period for Cure upon written agreement with the Owner, when the nature of the default will take longer than thirty (30) days to cure and the Owner is actively cooperating with the Town and making all reasonable efforts to effect the cure. C. Administrative Appeal. Owner has the right to request an administrative appeal of a Notice of Default. A request for an administrative appeal must be filed within ten (10) days of receiving a written Notice of Default. The Town shall conduct an administrative appeal hearing in accordance with procedures and requirements set forth in the ACHP. D. Default. If an administrative appeal request is not timely and properly submitted in writing and the default is not cured within the stated Period for Cure in the Notice of Default, the Owner shall be deemed to be in Default of this Deed Restriction. E. Court Review. An administrative appeal decision shall be the final decision for the purpose of determining if a default has occurred. The date of the final decision shall be the date that a written decision of the administrative appeal is executed and provided to the Owner (as appellant). A final decision from an administrative appeal hearing may be judicially appealed, in the District Court of Eagle County pursuant to C.R.C.P. 106. 8. Remedies. The Town has the right to the following remedies. A. Law and Equity. This Deed Restriction is enforceable by the Town, and their respective successors and assigns, as applicable, or as their designee, by any appropriate legal action including but not limited to specific performance, injunction, reversion, or eviction. The remedies provided herein are cumulative and not exclusive of all other remedies provided by law and/or equity. In the event of violation, non- performance, default or breach of any term of this Deed Restriction by the Owner, Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 8 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION the Town shall have the right to enforce Owner's obligations herein by an action for any equitable remedy, including injunction or specific performance, as well as pursue an action to recover damages. B. Interest on Amounts Due. Any amount due and owing to the Town shall bear interest at the rate of one and one half percent (1.5%) per month (eighteen percent [18%] per annum, compounded annually) until paid in full. C. Recovery of Costs to Enforce. The Town shall be entitled to recover any costs related to enforcement of this Deed Restriction, including but not limited to attorney's fees, court filing costs and county recording costs. D. Lien. The Town may attach a lien for any amount due to the Town upon the Property and enforce the lien in the manner and according to the procedures set forth in Colorado Revised Statutes, §31-20-105, as amended from time to time, and the Owner expressly waives any objection to the attachment of a lien for amounts due to the Town. E. Joint and Several Liability. In the event of a transfer or conveyance of the Property that violates the terms of this Deed Restrictions and constitutes a violation of this Deed Restriction, both the grantor and grantee shall be jointly and severally liable for any damages and costs due under this Deed Restriction. F. Recovery of Wrongful Gains. In the event of any lease of the Property to a person who is not an Eligible Household/Eagle County Employee, as defined in the ACHP, or use of the Property as a Short Term Rental, non -primary residence or Second Home, any amounts collected or receipt of other things of value by the Owner or assigns under such leases shall be paid to the Town as a material requirement of curing the notice of default. 9. Liquidated Damages. The Parties acknowledge and agree that in the event of a violation of this Deed Restriction by the Owner, the determination of actual monetary damages would be difficult to ascertain. Therefore, the Town and Owner hereby agree that liquidated damages shall be calculated and applied in the amount of Three Hundred Dollars ($300.00) per day for each day that the Owner is in violation of this Deed Restriction after having failed to timely cure the violation of this Deed Restriction. Liquidated damages shall be in addition to the Town's ability to recover costs as stated in Section 8 above. Liquidated damages shall be in addition to the Town's right to seek equitable remedies of injunction and/or specific performance. In the event of any lease or use of the Property as a Second Home, non -primary -residence or Short Term Rental, any amounts collected or receipt of other things of value by the Owner or assigns under such leases shall be paid to the Town as liquated damages as demanded by the Town (in lieu of the $300 daily liquidated damages), including such amounts collected or received by Owner prior to receipt of a Notice of Default and prior expiration of a thirty (30) day period to cure, and Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 9 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION such amounts shall be in addition to the right of the Town to recover costs and seek equitable remedies. 10. Foreclosure. A. In the event of a foreclosure or acceptance of a deed in lieu of foreclosure by the holder (including assigns of the holder) of the promissory note secured by a first deed of trust on the Property, and subject to the issuance of a public trustee's deed to the holder following expiration of all statutory redemption rights, or issuance of a deed in lieu of foreclosure to the older, the Town or its assigns shall have the option to purchase the Property as provided in the Option to Purchase, in a form similar to EXHIBIT B: Option to Purchase, attached hereto and incorporated herein. B. Notwithstanding any provision herein to the contrary, except for persons or entities having a valid lien on the Property, only an Eligible Household may acquire an interest in the Property at a foreclosure sale or in lieu of foreclosure. C. Notwithstanding the foregoing, in the event of foreclosure or acceptance of a deed in lieu of foreclosure by the holder (including assigns of the holder) of the promissory note secured by a first deed of trust on the Property, if the holder of such deed of trust is the grantee under the public trustee's deed or deed in lieu of foreclosure and the Town does not exercise its Option to Purchase as provided in Section 11.A, then the Town agrees to release the Property from the requirements of this Deed Restriction. D. It is specifically agreed that nothing contained herein shall require the Town to release and waive its ability to enforce this Deed Restriction in the event of a foreclosure of a lien secured in second or subsequent position. E. If the Town or its assigns exercises the Option to Purchase described in this Section 11, and acquires title to the Property, the Town or its assigns may sell the Property to an Eligible Household or rent the Property to qualified tenants who meet the income, occupancy, and all other qualifications, established by the ACHP, until such time that the Property can be sold to an Eligible Household, or may elect to release and terminate this Deed Restriction, at Town's sole discretion. F. All obligations recorded of record against the Property and subsequent to this Agreement shall be subordinate to terms hereof. 11. Deed Restriction Runs with the Land. This Deed Restriction and the terms, covenants, conditions and other provisions hereof shall constitute covenants running with title to the Property for the benefit of, and enforceable by the Town and its successors and assigns and this Deed Restriction shall bind the Property, the Owner and all subsequent owners, occupants, successors and assigns. Each and every lease and each and every contract, deed or other instrument hereafter Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 10 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING • PRICE CAPPED DEED RESTRICTION executed conveying the Property or any portion thereof shall expressly provide that such lease or conveyance is subject to this Deed Restriction; provided, however, that the covenants, conditions and restrictions contained herein shall survive and be effective as to lessees and successors and/or assigns of all or any portion of the Property, regardless of whether such lease, contract, deed or other instrument hereafter executed leasing or conveying the Property or any portion thereof provides that such lease or conveyance is subject to this Deed Restriction. Each subsequent owner(s), occupant(s) and Eligible Household(s), upon acceptance of a deed or lease of the Property, shall be personally obligated hereunder for the full and complete performance and observance of all covenants, conditions, and restrictions contained herein during an owner's period of ownership or Eligible Household's occupancy. 12. General Provisions. A. Venue. The exclusive venue for any dispute arising from or relating to the Deed Restriction shall be the Eagle County District Court. B. Severability. If any term, provision, covenant or condition of this Deed Restriction is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Deed Restriction shall continue and remain in full force and effect. C. Counting Days. If the final day of any notice, default or other event falls on a Saturday, Sunday, legal holiday recognized by the State of Colorado or day upon which the Avon Town Hall is closed for any reason, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, legal holiday or day that the Avon Town Hall is closed. D. Modifications: The Owner and Town of Avon agree that any modifications of this Deed Restriction shall be effective only when made by writings signed by the Owner and the Town of Avon and recorded with the Clerk and Recorder of Eagle County, Colorado. E. Waiver. No waiver of one or more of the terms or provisions of this Deed Restriction shall be effective unless provided in writing. No waiver of any term or provision of this Deed Restriction in any instance shall constitute a waiver of such provision in any other instance. F. Amendment. This Deed Restriction may only be amended in writing by the mutual agreement of the Owner and the Town and recorded with the Clerk and Recorder's Office of Eagle County, Colorado. G. Assignment. The Town may in its sole discretion assign the benefits and delegate the responsibilities of this Deed Restriction to any other public entity, non-profit Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 11 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION corporation or other entity which is organized and exists for the purpose to provide and promote affordable housing for full time residents. H. No Third -Party Beneficiaries. Nothing contained in this Deed Restriction is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party. I. No Joint Venture. Notwithstanding any provision hereof, the Town shall never be in a joint venture with Owner, and the Town shall never be liable or responsible for any debt or obligation of Owner. J. Governmental Immunity. The town and its officers, attorneys, and employees, are relying on, and do not waive or intend to waive any provision of this Deed Restriction, the monetary limitations or any rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. SS 24-10-101, et seq., as amended, or otherwise available to the Town or its officers, attorneys, or employees. K. Choice of Law. This Deed Restriction shall be governed and construed in accordance with the laws of the State of Colorado. Venue for any legal action arising from this Deed Restriction shall be in Eagle County, Colorado. L. Successors. Except as otherwise provided herein, the provisions and covenants contained herein shall inure to and be binding upon the heirs, successors and assigns of the parties. The Deed Restriction shall be a burden upon and run with the Property for the benefit of the Town or the Town's assigns, who may enforce the Deed Restriction s and compel compliance therewith through the initiation of judicial proceedings for, but not limited to, specific performance, injunctive relief, reversion, eviction and damages. M. Recording. The Town shall record this Deed Restriction in the real property records of Eagle County, Colorado at the Owner's expense. N. Personal Liability. By taking title to the Property, the Owner agrees that he or she shall be personally liable for compliance with the applicable terms and conditions of this Deed Restriction. O. Further Actions. Any Owner of the Property and the Town agree to execute such further documents and take such further actions as may be reasonably required to carry out the provisions and intent of this Deed Restriction or any agreement or document relating hereto or entered into in connection herewith. P. Section Headings. Paragraph or section headings within this Deed Restriction are inserted solely for convenience of reference and are not intended to and shall not govern, limit or aid in the construction of any terms or provisions contained herein. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 12 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION Q. Gender and Number. Whenever the context so requires in this Deed Restriction, the neuter gender shall include any or all genders and vice versa and the use of the singular shall include the plural and vice versa. R. Tax Sale. In the event of a tax sale, the deed restriction shall remain in full force and effect, shall run with and burden the land, and shall constitute a condition of the subdivision and land use approval which shall survive the sale of the Community Housing Unit through a tax lien sale process. S. Entire Agreement. This deed restriction replaces, repeals, nullifies and supersedes in its entirelyprevious deed restriction recorded onto the subject property at Reception Number of Eagle County Recorder's Office on T. Notice. Any notice, consent or approval, which is required to be given hereunder, shall be given by either depositing in the U.S. Mail with first class postage pre -paid; mailing by certified mail with return receipt requested; sending by overnight delivery with a nationally recognized courier service that delivers to the physical address of the Property; or, by hand- delivering to the intended recipient. Said notices, consents and approvals shall be sent to the following address unless otherwise notified in writing: To Town of Avon: P.O. Box 975 100 Mikaela Way Avon, CO 81620 To Owner: With a copy to: the address provided by the Eagle County Assessor's office. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 13 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION IN WITNESS WHEREOF, the Owner and Town have executed this instrument on the day and the year first written above. OWNER: By: Name: Its: STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of , 20 , by , as the owner of the real property described above. Witness my hand and official seal. Notary Public Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 14 of 23 Avo nTOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION TOWN OF AVON, COLORADO: Attest: Eric Heil, Town Manager Ineke de Jong, Chief Administrative Officer Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 15 of 23 Avo nTOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION EXMIT A [Insert Property Legal Description] Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 16 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION EXHIBIT B OPTION TO PURCHASE In the event of a foreclosure or acceptance of a deed in lieu of foreclosure by the holder (including assigns of the holder) of the promissory note secured by a first deed of trust ("Holder") on the on the real property known as [Legal Description] , (the "Property"), and subject to the issuance of a public trustee's deed to the Holder following expiration of all statutory redemption rights, or issuance of a deed in lieu of foreclosure to the Holder, the Town or its assigns shall have the option to purchase the Property, which shall be exercised in the following manner: Notice of Foreclosure Proceedings: The Holder shall give such notice to the Town of intent to foreclose at least sixty days prior to commencing foreclosure proceeding. Said notice shall be sent by certified mail, return receipt requested, and addressed as follows: Town of Avon Town of Avon CIO Town Manager CIO Town Attorney PO Box 975 PO Box 975 Avon, CO 81620 Avon, CO 81620 2. Option to Purchase: The Town or its assigns shall have sixty (60) days after issuance of the public trustee's deed or deed in lieu of foreclosure in which to exercise this Option to Purchase. In the event of a deed in lieu of foreclosure, the Town may exercise the Option to Purchase by tendering to the Holder or its assigns, in cash or certified funds, an amount equal to the amount due on the note and any additional reasonable costs incurred by the Holder during the option period. In the event of foreclosure and issuance of a public trustee's deed, the Town may exercise the Option to Purchase by tendering to the Holder or its assigns, in cash or certified funds, the redemption price which would have been required of the borrower or any person who might be liable upon a deficiency on the last day of the statutory redemption period(s) and any additional reasonable costs incurred by the Holder during the option period which are directly related to the foreclosure. 3. Title: Upon receipt of the option price, the Holder shall deliver to the Town or its assignee a special warranty deed, conveying the Property to the Town or its assignee. The Holder shall convey only such title as it received through the public trustee's deed or deed in lieu of foreclosure and shall not create or participate in the creation of any additional liens or encumbrances against the Property following issuance of the public trustees' deed to the Holder. The Holder shall not be liable for any of the costs of Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 17 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION conveyance to the Town or its assignee. 4. Release: Upon issuance of a public trustee's deed or deed in lieu of foreclosure to the Holder; the Town or its assigns shall have sixty (60) days in which to exercise the Option to Purchase as set forth herein by notifying the Holder in writing of its intent to exercise the option. In the event that the Town or its assigns does not notify the Holder in writing of its intent to exercise the Option to Purchase as set forth herein, the Town's Option to Purchase and the Town of Avon's Community Housing Price Capped Deed Restriction recorded at Reception Number in the records of the Clerk and Recorder of Eagle County, Colorado shall be automatically released only with respect to the Property which is the subject of foreclosure as of the thirty-first day after the issuance of such public trustee's deed or deed in lieu of foreclosure. The Holder shall not be required to take any affirmative action to obtain such release. It is the intent of the Town that the Option to Purchase and the referenced Deed Restriction Agreement be terminated automatically upon the failure of the Town or its assigns to provide written notice of its intent to exercise its Option to Purchase to the Holder, whether such failure is intentional or unintentional, and that such termination will be effected without the necessity of any affirmative action on the part of the Holder and without the necessity of filing a release of such Deed Restriction Agreement or option of public record. It is agreed that this Section 4 shall not result in a release of the Deed Restriction Agreement from any other property which is not the subject of foreclosure, and nothing contained herein shall require the Town to release and waive its ability to enforce the Deed Restriction Agreement in the event of foreclosure of a lien secured in second or subsequent position. 5. Successors and Assigns: The provisions and covenants contained herein shall inure to and be binding upon the heirs, successors and assigns of any Owner of the Property, and the Town 6. Modification: The parties hereto agree that any modifications to this Option to Purchase shall be effective only when made by writings signed by all parties and recorded with the Clerk and Recorder's Office of Eagle County, Colorado. Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 18 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION IN WITNESS WHEREOF, the parties hereto have executed this Option to Purchase on the day of , 2024. OWNER: By: Name: Its: STATE OF COLORADO) ) ss. COUNTY OF EAGLE ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of , 20 , by , as the owner of the real property described above. Witness my hand and official seal. Notary Public Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 19 of 23 Avo nTOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION TOWN OF AVON, COLORADO: U51a Attest: Eric Heil, Town Manager Ineke de Jong, Chief Administrative Officer Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 20 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION EXHIBIT C ACKNOWLEDGEMENT OF THE TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION WHEREAS, [Buyer Name] (the "Buyer") is purchasing from [Seller Name] (the "Seller") at a price of $[purchase price amount] , the real property and improvements located in [Address & Neighborhood] more particularly described as: [Legal Description] , according to the plat recorded under Reception No. , in the real property records of Eagle County of Eagle, Colorado (the "Subject Property"); and WHEREAS, the Seller of the Subject Property is requiring, as a prerequisite to the sales transaction, that the Buyer acknowledge and agree to the terms, conditions and restrictions found in that certain instrument entitled "TOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION", recorded on , 20_, under Reception No. , in the real property records of Eagle County, Colorado (the "Deed Restriction"). A copy of the Deed Restriction is attached to this Acknowledgement as Exhibit A. NOW, THEREFORE, as an inducement to the Seller to sell the Property, the Buyer: 1. Acknowledges that Buyer has carefully read the entire Deed Restriction, has had the opportunity to consult with legal and financial counsel concerning the Deed Restriction and fully understands the terms, conditions, provisions, and restrictions contained in the Deed Restriction, and agrees to abide by the Deed Restriction. 2. Buyer acknowledges that the Deed Restriction imposes a future sale to an Eligible Household at no greater than the Maximum Sales Price exclusively on the sale or conveyance of the Subject Property. 3. I/we acknowledge that no sales/purchases are exempt from the requirement that the Property be occupied by an Eligible Household in accordance with the Deed Restriction. All future buyers shall complete an application for approval of Eligible Household status with the Town of Avon or its designee. Current and future buyers agree that (i) the Owner or lessee qualifies as an Eligible Household; (ii) the Owner uses the Property as its Primary Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 21 of 23 Avo n TOWN OF AVON COMMUNITY HOUSING • PRICE CAPPED DEED RESTRICTION Residence; and (iii) the Owner is in compliance with the terms and conditions of this Deed Restriction. 4. Notice to Buyer, pursuant to Section 12 of the Deed Restriction, should be sent to: 5. I/we direct that this acknowledgement be placed of record in the real estate records of Eagle County of Eagle, Colorado and a copy provided to Town of Avon. IN WITNESS WHEREOF, the parties hereto have executed this instrument on the day of , 20 BUYER(S): Printed Name Printed Name STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , by Witness my hand and official seal. Notary Public Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 22 of 23 Avo nTOWN OF AVON COMMUNITY HOUSING PRICE CAPPED DEED RESTRICTION EXHIBIT A DEED RESTRICTION Price Capped Community Housing Deed Restriction Wildwood Townhomes Page 23 of 23 ATTACHMENT B - EXISTING WWTH TEMPLATE THE TOWN OF AVON'S OCCUPANCY AND RESALE DEED RESTRICTION, AGREEMENT, AND COVENANT WILDWOOD TOWNHOMES THIS OCCUPANCY AND RESALE DEED RESTRICTION, AGREEMENT and COVENANT (the "Agreement") is made and entered into this day of , 202_, by and between of the County of Eagle, State of Colorado, (hereinafter referred to as "Owner") and the Town of Avon (the "Town"). WITNESSETH WHEREAS, Owner has purchased from the Town at a price of $ and owns as a result of that certain warranty deed executed on the date hereof, an approximate square foot dwelling ("Dwelling") located on the real property more specifically described in Exhibit "A" attached hereto and incorporated herein. For the purposes of this Agreement, the dwelling, the real property and all appurtenances, improvements and fixtures associated therewith shall hereinafter be referred to as the "Property"; and WHEREAS, as a condition of the sale to the Owner of the Property, the Owner is required to enter into this Agreement; and WHEREAS, Owner agrees to restrict the acquisition or transfer of the Property to "Qualified Buyers" as that term is defined in this Agreement, who fall within the Category 2 income sale guidelines established and adopted by the Town of Avon from time to time. In addition, the Owner agrees that this Agreement shall constitute a resale agreement setting forth the maximum sale price for which the Property may be sold ("Maximum Sale Price"), the amount of appreciation and the terms and provisions controlling the resale of the Property should Owner desire to sell the Property at any time after the date of this Agreement. Finally, by this Agreement, Owner agrees to restrict the Property against use and occupancy inconsistent with this Agreement. WHEREAS, "Qualified Buyers" are natural persons meeting the income, residency and all other qualifications set forth in the Town of Avon Housing Guidelines, or its substitute, as adopted by the Town of Avon, or its successors, and in effect at the time of the closing of the sale from Owner to the Qualified Buyer ("the Housing Guidelines") and who must represent and agree pursuant to this Agreement to occupy the Property as their sole place of residence, not to engage in any business activity on the Property, unless approved by the Homeowners Association and in conformance with the zoning regulations of the Town, and not to sell or otherwise transfer the Property for use in a trade or business. NOW, THEREFORE, for value received, receipt and sufficiency of which is hereby acknowledged, Owner hereby represents, covenants, and agrees as follows: 1. The use and occupancy of the Property shall henceforth be limited exclusively to housing for natural persons who meet the definition of Qualified Buyers and their families. 2. Owner is a Qualified Buyer and, in connection with the purchase of this Property, Owner agrees (i) to occupy the Property as their sole place of residence during the time that the Property is owned by the Owner, (ii) not to engage in any business activity on or in the Property, unless approved by the Homeowners Association and in conformance with the zoning regulations of the Town, (iii) to sell or otherwise transfer the Property only in accordance with this Agreement and the Housing Guidelines, (iv) not to sell or otherwise transfer the Property for use in a trade or business, and (v) not to permit any use or occupancy of the Property except in compliance with this Agreement. 3. This Agreement shall constitute covenants running with the real property, described in Exhibit A, as a burden thereon, for the benefit of, and shall be specifically enforceable by, the Town of Avon, the Town Council for the Town (the "'Town Council") and their respective successors and assigns, as applicable, by any appropriate legal action including but not limited to specific performance, injunction, reversion, or eviction of non- complying owners and/or occupants. 4. In the event that the owner shall desire to sell the townhouse unit hereinabove described, he shall notify the Town, in writing, of his intention to do so. Upon receipt of written authorization from the Town to proceed, the Owner may immediately advertise the unit for sale to qualified buyers. The owner may commission a real estate salesman or broker to assist in the sale of the unit, The Owner may accept the highest bid which is not greater than the maximum sale price as defined in paragraph 5 and 6 below; or, in the alternative, reject all bids and retain ownership of the unit. Prior to closing on the sale of the unit the owner agrees to provide evidence required by the Town to show that the unit is being sold to a Qualified Buyer las herein defined) for an amount which is not greater than the maximum sale price as defined in paragraph 5 and 6 below. No closing or transfer of title shall occur unless the Town issues its written confirmation that the sale otherwise qualifies pursuant to these restrictions. The Town may charge a reasonable fee for its activities. Nothing herein shall be construed to constitute a representation, or obligation, by Town that on sale the Owner will obtain the maximum sale price as defined by paragraph 5 and 6 below. 5. In no event shall any Unit be sold for any amount in excess of the total of: a. The original purchase price of $ b. Plus, an increment equal to an amount equal to 3% per annum of the said purchase price from the date of purchase (prorated at the rate of .25% for each whole month for any part of a year). c. Plus, the value of capital improvements made to the unit subject to the following limitations: i. The value shall not exceed 10% of original purchase price of the unit ($ I ii. Value is to be determined as specified in paragraph 6 below or by appraisal made by an appraiser mutually acceptable to both Town and Owner. In the event an appraisal is made, the cost the cost of the thereof shall be assumed by the Owner. d. Plus, the present value of the Owner's pro rata share of capital improvements made to the common elements and assessed to the Owner by the homeowner's association; the value to be determined by mutual agreement of the parties or by an appraiser mutually acceptable to the parties. (The cost of such appraisal shall be borne by the Owner). Plus, the cost of any public improvements for which assessments were imposed by any governmental or quasi -governmental agency which have been paid during the period of ownership. 6. For the purpose of determining the Maximum Sale Price in accordance with this Section: a. The Owner may add to the amount specified in paragraph 5 (a) above, the cost of Permitted Improvements in a total amount not to exceed $ , which is ten percent (10%) of the Town's initial listed purchase price set forth in paragraph 5 (a) above. The term "`Permitted Improvement" as used in the agreement shall only include items which are fixtures, i.e., permanent improvements to the Property, but shall not include items generally considered to be common maintenance or repair (repainting, replacement of worn items, etc. The Town shall have sole discretion in determining whether an improvement is considered to be a Permitted Improvement. All such Permitted Improvements installed or constructed over the life of the unit shall qualify. However, the ten percent (10%) allowance shall always be a fixed amount, beyond which no increase in Maximum Sale Price is permitted. b. Permitted Improvements shall not include any changes or additions to the Property made by the Owner during construction or thereafter. except in accordance with Paragraph 6 (a) above. Permitted Improvements shall not be included in the Town's listed purchase price, even if made or installed during original construction. c. In order to qualify as Permitted Improvements, Owner must furnish to the Town the following information with respect to the improvements which the Owner seeks to include in the calculation of Maximum Sale Price: i. Original or duplicate receipts to verify the actual costs expended by the Owner for the Permitted Improvements; ii. Owner's affidavit verifying that the receipts are valid and correct receipts tendered at the time of purchase; and iii. True and correct copies of any building permit or certificate of occupancy required to be issued by the Avon Building Department with respect to the Permitted Improvements. d. In calculating the costs under paragraph (a), only the Owner's actual out of pocket costs and expenses shall be eligible for inclusion. Such amount shall not include an amount attributable to Owner's "sweat equity" or to any appreciation in the value of the improvements. 7. Although the initial sales of units priority system set forth in the Town of Avon Housing Guidelines no resale of any unit shall be required to comply with the priority requirements. However, all sales shall continue to be restricted to qualified buyers as otherwise defined in these restrictions. 8. No Owner shall permit any purchaser to assume a portion or all of the Owner's customary closing costs nor accept any other consideration such as to increase the purchase price above the bid price or maximum sale price or so as to otherwise induce the Owner to sell to said purchaser. 9. The following transfers of any interest Unit, unless adopted to avoid the provisions to this Agreement, shall be exempt from its provisions: a. A transfer by operation of law of a deceased person's interest to the surviving joint tenant. b. A transfer of an interest by will or inheritance. c. A transfer by genuine gift without any consideration thereof. d. A transfer of an interest to a trustee for the benefit of the Owner or the Owners spouse or issue. A transfer of an interest of an Owner to any other co-owner (or co -owners) where such co-owner or co -owners) holds title on the date of such transfer as tenant -in - common or as joint tenant with the Owner. f. A transfer of an interest by Treasurer's Deed pursuant to a sale for delinquent taxes or by a Sheriff's public, private, Trustee's Deed. Or deed in lieu of foreclosure sale, but only for debts constituting a purchase money, mortgage or incurred for those reimbursable capital improvements described in Paragraphs 5 (c) and 6 (a). g. A transfer of an interest by the Department of Housing and Urban Development (HUD) after HUD has acquired title pursuant to a foreclosure of a deed of trust insured by HUD. Provided, however, anything above co the contrary notwithstanding, in the event that the Unit shall be transferred in any manner described in paragraphs (a) through (g), the transferee, his grantees or successors in interest, shall be bound by the terms and conditions of this Agreement in the same manner and degree as if no exempt transfer had occurred. 10. Leaves of absence of less than three (3) months are permitted. Leaves of absence in excess of three (3) months and up to one year must be approved by the Town. The leave may be granted subject to clear and convincing evidence which shows a reason for leaving and a commitment to return to the Avon/Eagle County area and shall be approved oy the Town. Said evidence shall be in written form presented to the Homeowner's Association and to the Town 30-days prior to leaving for review and recommendations. If the Owner desires to lease the above -described Property during the term of such absence, the rental rate may not exceed the monthly expenses for the costs of principal and interest payments, taxes, property insurance, condominium assessments, utilities, plus an 4 additional twenty ($20.00) dollars per month and a reasonable (refundable) security deposit. All rental proceeds shall be payable to the Owner. Nothing herein shall be construed to require the Town to indemnify the Owner against any losses attributable to the rental including (but not by way of limitation) non-payment of rent or damage to the premises: nor to require the Town to provide for the rental of the premises under the provisions of this paragraph. 11. Owner represents and warrants that the property shall be and is to be utilized only as the sole and exclusive place of residence of Owner. The Owner agrees that, in the event he changes his domicile or ceases to utilize the unit as the sole and exclusive place of residence, Owner will offer the same for sale pursuant to the provisions of this Agreement. The Owner shall be deemed to have changed his domicile by becoming a resident or accepting permanent employment elsewhere (outside of Avon/Eagle County area) or residing in the unit for fewer than nine (9) months per year. In the event that the Town shall have probable cause to believe that the Owner is violating the provisions of this section, it may inspect the unit during reasonable hours to verify occupancy by the Owner. 12. In the event any person with an ownership interest acquires such interest without intending to use the same as the sole and exclusive place of residence, then the Owner shall dispose of his interest within one (1) year of acquiring the same, and all other persons with an ownership interest shall simultaneously offer the same for sale pursuant to the provisions of this Agreement, and the unit shall become available for purchase pursuant to the provisions of paragraphs one through four (above). 13. Any notice which is required to be given hereunder shall be given by mailing the same, certified mail, to any address provided herein or given as the current mailing address of the party. 14. The parties hereto agree for themselves, their heirs, successors and assigns that the purpose of this agreement is to assure the existence of a supply of desirable and affordable housing for persons employed in Avon and Eagle County which are necessary for a balanced community and will enhance the public health, safety and welfare. The provisions of this Agreement shall be covenants running with the land, be binding upon the Owner and the Town; their heirs, successors, and assigns (and enforceable by any of them) and shall run for the period of the life of the survivor of the present Town Council of the Town plus 21 years. 15. The term "owner" as used herein shall refer to any persons (without regard to number or gender) or having an ownership interest in the townhouse unit, which is the subject of this Agreement. 16. At the time of any sale of the Unit pursuant to the terms of this Agreement, the Owner shall provide (at his cost) title insurance (or other evidence of title acceptance to the buyer); and any taxes, assessments, utility bills, and other prepaid or postpaid expenses, shall be prorated to the date of closing. Each party to the transaction shall pay the customary closing costs. 17. In no event shall the owner create an additional dwelling unit, as defined in the Avon Municipal Code, in or on the property. 18. The Owner acknowledges that he has read and understands and accepts the terms and conditions of Agreement limiting the resale and rental of the unit; further acknowledges that the Owner is relying upon no oral representations qualifying or limiting the terms hereof. BREACH 19. In the event that the Town has reasonable cause to believe the Owner is violating the provisions of this Agreement, the Town by its authorized representative may inspect the Property between the hours of 8:00 A.M. and 5:00 P.M., Monday through Friday, after providing the Owner with no less than 24-hours written notice. 20. The Town, in the event a violation of this Agreement is discovered, shall send a notice of violation to the Owner detailing the nature of the violation and allowing the Owner fifteen (15) days, after the notice is mailed to cure. Said notice shall state that the Owner may, within fifteen (15) days after such notice is mailed, request a hearing before the Town to determine the merits of the allegations. If no hearing is requested and the violation is not cured within the fifteen (15) day period, the Owner shall be considered in violation of this Agreement. If a hearing is held before the Town, the record of such hearing determining if a violation the decision of the Town based on shall be final for the purpose of has occurred. REMEDIES 21. There is hereby reserved to the parties hereto any and all remedies provided by law for breach of this Agreement or any of its terms. In the event the parties resort to litigation with respect to any or all provisions of this Agreement, the prevailing party shall be entitled to recover damages and costs, including reasonable attorney's fees. 22. In the event the Property is sold and/or conveyed without compliance herewith, such sale and/or conveyance shall be wholly null and void and shall confer no title whatsoever upon the purported buyer. Each and every conveyance of the Property, for all purposes, shall be deemed to include and incorporate by this reference, the covenants herein contained, even without reference therein to this Agreement. 23. In the event that the Owner fails to cure any breach, the Town may resort to any and all available legal action, including, but not limited to, specific performance of this Agreement or a mandatory injunction requiring sale of the Property by the Owner. The costs of such sale shall be taxed against the proceeds of the sale with the balance being paid to the Owner. 24. In the event of a breach of any of the terms or conditions contained herein by Owner, his heirs, successors or assigns, the Town's initial listed purchase price of the Property as set forth in paragraph 5 of this Agreement shall, upon the date of such breach as determined by the Town, automatically cease to increase as set out in paragraph 5 (b) of this Agreement, and shall remain fixed until the date of cure of said breach. GENERAL PROVISIONS 25. Notices. Any notice, consent or approval which is required to be given hereunder shall be given on mailing the same, certified mail, return receipt requested, properly addressed and with postage fully prepaid, to any address provided herein or to any subsequent mailing address of the party as long as prior written notice of the change of address has been given to the other parties to this Agreement. Notice shall be effective upon mailing, or, if upon delivery, when made personally on the recipient. 26. Said notices, consents and approvals shall be sent to the parties hereto at the following addresses unless otherwise notified in writing: To Owner: To Town: Attn: Town Manager C/o Town of Avon PO Box 975 Avon, CO 81620-0975 27. Exhibits. The exhibit A is attached hereto, incorporated herein, and by this reference made a part hereof. 28. Severability. Whenever possible, each provision of this Agreement and any other related document shall be interpretated in such manner as to be valid under applicable law; but, if any provision of any of the foregoing shall be invalid or prohibited under said applicable law, such provisions shall be ineffective to the extent of such invalidity or prohibition without invalidating the remaining provisions of such document. 29. Choice of Law. This Agreement and each and every related document is to accordance with the laws of be governed and construed in the State of Colorado. 30. Successors. Except as otherwise provided herein, the provisions and covenants contained herein shall inure to and be binding upon the heirs, successors and assigns of the parties. 31. Section Headings. Paragraph or section headings within this Agreement are inserted solely for convenience of reference, and are not intended to, and shall not, govern, limit or aid in the construction of any terms or provisions contained herein. 32. Waiver. No claim of waiver, consent, or acquiescence with respect to any provision of this Agreement shall be valid against any party hereto except on the basis of a written instrument executed by the parties to this Agreement. However, the party for whose benefit a condition is purported herein shall have the unilateral right to waive said condition. 33. Gender and Number. Whenever the context requires herein, the neuter gender shall include any or so all genders and vice versa and the use of the singular shall include the plural and vice versa. 34. Personal Liability. Owner agrees that they shall be personally liable for any or the transactions contemplated herein. 35. Other Actions. The parties to this agreement agree to execute such further documents and take such further actions as may be reasonably required to carry out the provisions and intent of this Agreement or any agreement or document relating hereto or entered into in connection herewith. 36. Modifications. The parties to this Agreement agree that any modifications of this Agreement shall be effective only when made by writings signed by both parties and recorded with the Clerk and Recorder of Eagle County, Colorado. Notwithstanding the foregoing, the Town reserves the right to amend this Agreement unilaterally where deemed necessary to effectuate the purpose and Intent of this Agreement, and where such unilateral action does not materially impair the Owner's rights under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this instrument on the day and year above first written. OWNER Signature Print Name OWNER Signature Print Name Mailing Address: STATE OF COLORADO ) )ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 202 by Witness my hand and official seal. Notary Public My Commission Expires: day of as buyer(s). ACCEPTANCE BY THE TOWN OF AVON The foregoing grant and its terms are accepted by THE TOWN OF AVON TOWN OF AVON Signature Print Name Mailing Address: PO Box 975, Avon, CO 81620-0975 ATTEST: Town Clerk STATE OF COLORADO ) )ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 202 by Town of Avon. Witness my hand and official seal. Notary Public My Commission Expires: day of as for the E EXHIBIT A (LEGAL DESCRIPTION) ATTACHMENT B - WWTH S RESALE AGREEMENT THE TOWN OF AVON'S OCCUPANCY AND RESALE DEED RESTRICTION, AGREEMENT, AND COVENANT WILDWOOD TOWNHOMES THIS OCCUPANCY AND RESALE DEED RESTRICTION, AGREEMENT and COVENANT (the "Agreement") is made and entered into this day of , 202_, by and between of the County of Eagle, State of Colorado, (hereinafter referred to as "Owner") and the Town of Avon (the "Town"). WITNESSETH WHEREAS, Owner has purchased from the Town at a price of $ and owns as a result of that certain warranty deed executed on the date hereof, an approximate square foot dwelling ("Dwelling") located on the real property more specifically described in Exhibit "A" attached hereto and incorporated herein. For the purposes of this Agreement, the dwelling, the real property and all appurtenances, improvements and fixtures associated therewith shall hereinafter be referred to as the "Property"; and WHEREAS, as a condition of the sale to the Owner of the Property, the Owner is required to enter into this Agreement; and WHEREAS, Owner agrees to restrict the acquisition or transfer of the Property to "Qualified Buyers" as that term is defined in this Agreement, who fall within the Category 2 income sale guidelines established and adopted by the Town of Avon from time to time. In addition, the Owner agrees that this Agreement shall constitute a resale agreement setting forth the maximum sale price for which the Property may be sold ("Maximum Sale Price"), the amount of appreciation and the terms and provisions controlling the resale of the Property should Owner desire to sell the Property at any time after the date of this Agreement. Finally, by this Agreement, Owner agrees to restrict the Property against use and occupancy inconsistent with this Agreement. WHEREAS, "Qualified Buyers" are natural persons meeting the income, residency and all other qualifications set forth in the Town of Avon Housing Guidelines, or its substitute, as adopted by the Town of Avon, or its successors, and in effect at the time of the closing of the sale from Owner to the Qualified Buyer ("the Housing Guidelines") and who must represent and agree pursuant to this Agreement to occupy the Property as their sole place of residence, not to engage in any business activity on the Property, unless approved by the Homeowners Association and in conformance with the zoning regulations of the Town, and not to sell or otherwise transfer the Property for use in a trade or business. NOW, THEREFORE, for value received, receipt and sufficiency of which is hereby acknowledged, Owner hereby represents, covenants, and agrees as follows: 1. The use and occupancy of the Property shall henceforth be limited exclusively to housing for natural persons who meet the definition of Qualified Buyers and their families. 2. Owner is a Qualified Buyer and, in connection with the purchase of this Property, Owner agrees (i) to occupy the Property as their sole place of residence during the time that the Property is owned by the Owner, (ii) not to engage in any business activity on or in the Property, unless approved by the Homeowners Association and in conformance with the zoning regulations of the Town, (iii) to sell or otherwise transfer the Property only in accordance with this Agreement and the Housing Guidelines, (iv) not to sell or otherwise transfer the Property for use in a trade or business, and (v) not to permit any use or occupancy of the Property except in compliance with this Agreement. 3. This Agreement shall constitute covenants running with the real property, described in Exhibit A, as a burden thereon, for the benefit of, and shall be specifically enforceable by, the Town of Avon, the Town Council for the Town (the "'Town Council") and their respective successors and assigns, as applicable, by any appropriate legal action including but not limited to specific performance, injunction, reversion, or eviction of non- complying owners and/or occupants. 4. In the event that the owner shall desire to sell the townhouse unit hereinabove described, he shall notify the Town, in writing, of his intention to do so. Upon receipt of written authorization from the Town to proceed, the Owner may immediately advertise the unit for sale to qualified buyers. The owner may commission a real estate salesman or broker to assist in the sale of the unit, The Owner may accept the highest bid which is not greater than the maximum sale price as defined in paragraph 5 and 6 below; or, in the alternative, reject all bids and retain ownership of the unit. Prior to closing on the sale of the unit the owner agrees to provide evidence required by the Town to show that the unit is being sold to a Qualified Buyer las herein defined) for an amount which is not greater than the maximum sale price as defined in paragraph 5 and 6 below. No closing or transfer of title shall occur unless the Town issues its written confirmation that the sale otherwise qualifies pursuant to these restrictions. The Town may charge a reasonable fee for its activities. Nothing herein shall be construed to constitute a representation, or obligation, by Town that on sale the Owner will obtain the maximum sale price as defined by paragraph 5 and 6 below. 5. In no event shall any Unit be sold for any amount in excess of the total of: a. The original purchase price of $ b. Plus, an increment equal to an amount equal to 3% per annum of the said purchase price from the date of purchase (prorated at the rate of .25% for each whole month for any part of a year). c. Plus, the value of capital improvements made to the unit subject to the following limitations: i. The value shall not exceed 10% of original purchase price of the unit ($ I ii. Value is to be determined as specified in paragraph 6 below or by appraisal made by an appraiser mutually acceptable to both Town and Owner. In the event an appraisal is made, the cost the cost of the thereof shall be assumed by the Owner. d. Plus, the present value of the Owner's pro rata share of capital improvements made to the common elements and assessed to the Owner by the homeowner's association; the value to be determined by mutual agreement of the parties or by an appraiser mutually acceptable to the parties. (The cost of such appraisal shall be borne by the Owner). Plus, the cost of any public improvements for which assessments were imposed by any governmental or quasi -governmental agency which have been paid during the period of ownership. 6. For the purpose of determining the Maximum Sale Price in accordance with this Section: a. The Owner may add to the amount specified in paragraph 5 (a) above, the cost of Permitted Improvements in a total amount not to exceed $ , which is ten percent (10%) of the Town's initial listed purchase price set forth in paragraph 5 (a) above. The term "`Permitted Improvement" as used in the agreement shall only include items which are fixtures, i.e., permanent improvements to the Property, but shall not include items generally considered to be common maintenance or repair (repainting, replacement of worn items, etc. The Town shall have sole discretion in determining whether an improvement is considered to be a Permitted Improvement. All such Permitted Improvements installed or constructed over the life of the unit shall qualify. However, the ten percent (10%) allowance shall always be a fixed amount, beyond which no increase in Maximum Sale Price is permitted. b. Permitted Improvements shall not include any changes or additions to the Property made by the Owner during construction or thereafter. except in accordance with Paragraph 6 (a) above. Permitted Improvements shall not be included in the Town's listed purchase price, even if made or installed during original construction. c. In order to qualify as Permitted Improvements, Owner must furnish to the Town the following information with respect to the improvements which the Owner seeks to include in the calculation of Maximum Sale Price: i. Original or duplicate receipts to verify the actual costs expended by the Owner for the Permitted Improvements; ii. Owner's affidavit verifying that the receipts are valid and correct receipts tendered at the time of purchase; and iii. True and correct copies of any building permit or certificate of occupancy required to be issued by the Avon Building Department with respect to the Permitted Improvements. d. In calculating the costs under paragraph (a), only the Owner's actual out of pocket costs and expenses shall be eligible for inclusion. Such amount shall not include an amount attributable to Owner's "sweat equity" or to any appreciation in the value of the improvements. 7. Although the initial sales of units priority system set forth in the Town of Avon Housing Guidelines no resale of any unit shall be required to comply with the priority requirements. However, all sales shall continue to be restricted to qualified buyers as otherwise defined in these restrictions. 8. No Owner shall permit any purchaser to assume a portion or all of the Owner's customary closing costs nor accept any other consideration such as to increase the purchase price above the bid price or maximum sale price or so as to otherwise induce the Owner to sell to said purchaser. 9. The following transfers of any interest Unit, unless adopted to avoid the provisions to this Agreement, shall be exempt from its provisions: a. A transfer by operation of law of a deceased person's interest to the surviving joint tenant. b. A transfer of an interest by will or inheritance. c. A transfer by genuine gift without any consideration thereof. d. A transfer of an interest to a trustee for the benefit of the Owner or the Owners spouse or issue. A transfer of an interest of an Owner to any other co-owner (or co -owners) where such co-owner or co -owners) holds title on the date of such transfer as tenant -in - common or as joint tenant with the Owner. f. A transfer of an interest by Treasurer's Deed pursuant to a sale for delinquent taxes or by a Sheriff's public, private, Trustee's Deed. Or deed in lieu of foreclosure sale, but only for debts constituting a purchase money, mortgage or incurred for those reimbursable capital improvements described in Paragraphs 5 (c) and 6 (a). g. A transfer of an interest by the Department of Housing and Urban Development (HUD) after HUD has acquired title pursuant to a foreclosure of a deed of trust insured by HUD. Provided, however, anything above co the contrary notwithstanding, in the event that the Unit shall be transferred in any manner described in paragraphs (a) through (g), the transferee, his grantees or successors in interest, shall be bound by the terms and conditions of this Agreement in the same manner and degree as if no exempt transfer had occurred. 10. Leaves of absence of less than three (3) months are permitted. Leaves of absence in excess of three (3) months and up to one year must be approved by the Town. The leave may be granted subject to clear and convincing evidence which shows a reason for leaving and a commitment to return to the Avon/Eagle County area and shall be approved oy the Town. Said evidence shall be in written form presented to the Homeowner's Association and to the Town 30-days prior to leaving for review and recommendations. If the Owner desires to lease the above -described Property during the term of such absence, the rental rate may not exceed the monthly expenses for the costs of principal and interest payments, taxes, property insurance, condominium assessments, utilities, plus an 4 additional twenty ($20.00) dollars per month and a reasonable (refundable) security deposit. All rental proceeds shall be payable to the Owner. Nothing herein shall be construed to require the Town to indemnify the Owner against any losses attributable to the rental including (but not by way of limitation) non-payment of rent or damage to the premises: nor to require the Town to provide for the rental of the premises under the provisions of this paragraph. 11. Owner represents and warrants that the property shall be and is to be utilized only as the sole and exclusive place of residence of Owner. The Owner agrees that, in the event he changes his domicile or ceases to utilize the unit as the sole and exclusive place of residence, Owner will offer the same for sale pursuant to the provisions of this Agreement. The Owner shall be deemed to have changed his domicile by becoming a resident or accepting permanent employment elsewhere (outside of Avon/Eagle County area) or residing in the unit for fewer than nine (9) months per year. In the event that the Town shall have probable cause to believe that the Owner is violating the provisions of this section, it may inspect the unit during reasonable hours to verify occupancy by the Owner. 12. In the event any person with an ownership interest acquires such interest without intending to use the same as the sole and exclusive place of residence, then the Owner shall dispose of his interest within one (1) year of acquiring the same, and all other persons with an ownership interest shall simultaneously offer the same for sale pursuant to the provisions of this Agreement, and the unit shall become available for purchase pursuant to the provisions of paragraphs one through four (above). 13. Any notice which is required to be given hereunder shall be given by mailing the same, certified mail, to any address provided herein or given as the current mailing address of the party. 14. The parties hereto agree for themselves, their heirs, successors and assigns that the purpose of this agreement is to assure the existence of a supply of desirable and affordable housing for persons employed in Avon and Eagle County which are necessary for a balanced community and will enhance the public health, safety and welfare. The provisions of this Agreement shall be covenants running with the land, be binding upon the Owner and the Town; their heirs, successors, and assigns (and enforceable by any of them) and shall run for the period of the life of the survivor of the present Town Council of the Town plus 21 years. 15. The term "owner" as used herein shall refer to any persons (without regard to number or gender) or having an ownership interest in the townhouse unit, which is the subject of this Agreement. 16. At the time of any sale of the Unit pursuant to the terms of this Agreement, the Owner shall provide (at his cost) title insurance (or other evidence of title acceptance to the buyer); and any taxes, assessments, utility bills, and other prepaid or postpaid expenses, shall be prorated to the date of closing. Each party to the transaction shall pay the customary closing costs. 17. In no event shall the owner create an additional dwelling unit, as defined in the Avon Municipal Code, in or on the property. 18. The Owner acknowledges that he has read and understands and accepts the terms and conditions of Agreement limiting the resale and rental of the unit; further acknowledges that the Owner is relying upon no oral representations qualifying or limiting the terms hereof. BREACH 19. In the event that the Town has reasonable cause to believe the Owner is violating the provisions of this Agreement, the Town by its authorized representative may inspect the Property between the hours of 8:00 A.M. and 5:00 P.M., Monday through Friday, after providing the Owner with no less than 24-hours written notice. 20. The Town, in the event a violation of this Agreement is discovered, shall send a notice of violation to the Owner detailing the nature of the violation and allowing the Owner fifteen (15) days, after the notice is mailed to cure. Said notice shall state that the Owner may, within fifteen (15) days after such notice is mailed, request a hearing before the Town to determine the merits of the allegations. If no hearing is requested and the violation is not cured within the fifteen (15) day period, the Owner shall be considered in violation of this Agreement. If a hearing is held before the Town, the record of such hearing determining if a violation the decision of the Town based on shall be final for the purpose of has occurred. REMEDIES 21. There is hereby reserved to the parties hereto any and all remedies provided by law for breach of this Agreement or any of its terms. In the event the parties resort to litigation with respect to any or all provisions of this Agreement, the prevailing party shall be entitled to recover damages and costs, including reasonable attorney's fees. 22. In the event the Property is sold and/or conveyed without compliance herewith, such sale and/or conveyance shall be wholly null and void and shall confer no title whatsoever upon the purported buyer. Each and every conveyance of the Property, for all purposes, shall be deemed to include and incorporate by this reference, the covenants herein contained, even without reference therein to this Agreement. 23. In the event that the Owner fails to cure any breach, the Town may resort to any and all available legal action, including, but not limited to, specific performance of this Agreement or a mandatory injunction requiring sale of the Property by the Owner. The costs of such sale shall be taxed against the proceeds of the sale with the balance being paid to the Owner. 24. In the event of a breach of any of the terms or conditions contained herein by Owner, his heirs, successors or assigns, the Town's initial listed purchase price of the Property as set forth in paragraph 5 of this Agreement shall, upon the date of such breach as determined by the Town, automatically cease to increase as set out in paragraph 5 (b) of this Agreement, and shall remain fixed until the date of cure of said breach. GENERAL PROVISIONS 25. Notices. Any notice, consent or approval which is required to be given hereunder shall be given on mailing the same, certified mail, return receipt requested, properly addressed and with postage fully prepaid, to any address provided herein or to any subsequent mailing address of the party as long as prior written notice of the change of address has been given to the other parties to this Agreement. Notice shall be effective upon mailing, or, if upon delivery, when made personally on the recipient. 26. Said notices, consents and approvals shall be sent to the parties hereto at the following addresses unless otherwise notified in writing: To Owner: To Town: Attn: Town Manager C/o Town of Avon PO Box 975 Avon, CO 81620-0975 27. Exhibits. The exhibit A is attached hereto, incorporated herein, and by this reference made a part hereof. 28. Severability. Whenever possible, each provision of this Agreement and any other related document shall be interpretated in such manner as to be valid under applicable law; but, if any provision of any of the foregoing shall be invalid or prohibited under said applicable law, such provisions shall be ineffective to the extent of such invalidity or prohibition without invalidating the remaining provisions of such document. 29. Choice of Law. This Agreement and each and every related document is to accordance with the laws of be governed and construed in the State of Colorado. 30. Successors. Except as otherwise provided herein, the provisions and covenants contained herein shall inure to and be binding upon the heirs, successors and assigns of the parties. 31. Section Headings. Paragraph or section headings within this Agreement are inserted solely for convenience of reference, and are not intended to, and shall not, govern, limit or aid in the construction of any terms or provisions contained herein. 32. Waiver. No claim of waiver, consent, or acquiescence with respect to any provision of this Agreement shall be valid against any party hereto except on the basis of a written instrument executed by the parties to this Agreement. However, the party for whose benefit a condition is purported herein shall have the unilateral right to waive said condition. 33. Gender and Number. Whenever the context requires herein, the neuter gender shall include any or so all genders and vice versa and the use of the singular shall include the plural and vice versa. 34. Personal Liability. Owner agrees that they shall be personally liable for any or the transactions contemplated herein. 35. Other Actions. The parties to this agreement agree to execute such further documents and take such further actions as may be reasonably required to carry out the provisions and intent of this Agreement or any agreement or document relating hereto or entered into in connection herewith. 36. Modifications. The parties to this Agreement agree that any modifications of this Agreement shall be effective only when made by writings signed by both parties and recorded with the Clerk and Recorder of Eagle County, Colorado. Notwithstanding the foregoing, the Town reserves the right to amend this Agreement unilaterally where deemed necessary to effectuate the purpose and Intent of this Agreement, and where such unilateral action does not materially impair the Owner's rights under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this instrument on the day and year above first written. OWNER Signature Print Name OWNER Signature Print Name Mailing Address: STATE OF COLORADO ) )ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 202 by Witness my hand and official seal. Notary Public My Commission Expires: day of as buyer(s). ACCEPTANCE BY THE TOWN OF AVON The foregoing grant and its terms are accepted by THE TOWN OF AVON TOWN OF AVON Signature Print Name Mailing Address: PO Box 975, Avon, CO 81620-0975 ATTEST: Town Clerk STATE OF COLORADO ) )ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 202 by Town of Avon. Witness my hand and official seal. Notary Public My Commission Expires: day of as for the E EXHIBIT A (LEGAL DESCRIPTION) TO: Honorable Mayor Underwood and Council members FROM: Emily Block, Development Coordinator RE: PUBLIC HEARING: Ordinance 25-11 Amending Avon Municipal Code Chapter 5.18: Contractor Licenses Avo1 1 DATE: June 10, 2025 C O L O H A D O SUMMARY: This report presents Ordinance 25-11 Amending Avon Municipal Code Chapter 5.18, Contractor Licenses. This ordinance was adopted on first reading on May 27, 2025. The attached Ordinance ("Attachment A") is now presented to Council for second and final reading. The amendments will improve the contractor licensing process with the Town of Avon. Changes to the Ordinance since first reading are shown in blue strikethrough/underline. The text has been amended accordingly since first reading: - Removed "definitions" section since general/sub-contractor is not found elsewhere in the code. These definitions were moved to the fee schedule. - Adjusted verbiage regarding waiver of workers compensation insurance - Replaced "contractor license" with "contractor business license" throughout the entirety of the code text - Added suspension to section 5.18.040 - Adjusted timing of the appeals process to match process for appealing a decision of the Building Official: appellant would have 20 days after the date of transmittal of a written decision. The Town Manager/Town Council has 30 days to act (as opposed to 45 days) BACKGROUND: Contractors have been required to pull separate licenses to date: business and separate contractor's license. The process can be confusing and take unnecessary time to get setup property for licensing. The license process does not currently include a suspension or revocation process as codified for other licensing through the Town. There are two main updates: (1) Improve processes for our construction community, making it easier to obtain a contractor's license. (2) Enable the Building Official to better hold contractors accountable for their work within Avon, spelling out a process for suspending or revoking Contractor Licenses. PROPOSED CHANGES: The first proposed change to Chapter 5.18 seeks to combine the Business Licenses and Contractor Licenses into a singular license. No changes are being proposed to fees, requirements, or similar for the two licenses. Contractors would only need to apply for one combined license rather than complete multiple license applications. There is outdated verbiage in the code that is no longer applicable to the licenses that are issued. This language would be removed from the code with these amendments. The following table of fees and definitions would be incorporated within the Community Development Fee Schedule: 970.748.4011 dplace@avon.org General Contractor means an individual or company that is responsible for pulling the building permit, and/or overseeing multiple facets of a construction project from start to finish. Subcontractor means an individual or company that is responsible for one facet of work involved in a construction project under the supervision of the General Contractor Contractor Business License — General Contractor (vendor, non -fixed location) 150 Contractor Business License — Subcontractor (vendor, non -fixed location) 60 Fixed Location Contractor License (for those operating out of a fixed location within the Town 325 of Avon Home Occupation Contractor License (for contractors operating from their home in Avon) 175 These fees are simply a combination of our current business and contractor license fees; we are not proposing any change to the actual amount. The second proposed change adds verbiage regarding suspension or revocation of business contractor licenses by the Building Official. There is no process for revocation of business contractor licenses in the code currently. Provisions for revocation of business licenses exists in neighboring municipalities and is typical for all licensing processes. Adding procedures for suspension or revocation of business contractor licenses will provide a mechanism for enforcement of license and safety requirements. The appeal process is similar to that of other licensing. RECOMMENDATION: I recommend that Council adopt Ordinance 25-11 on second and final reading. PROPOSED MOTION: " I move to approve second reading of Ordinance 25-11, Amending Chapter 5.18, Contractor Licenses." Thank you, Emily ATTACHMENT A: Ordinance 25-11 Amending Avon Municipal Code Chapter 5.18 Contractor Licenses 970.748.4011 dplace@avon.org ATTACHMENT A A .von COLORADO ORDINANCE 25-11 AMENDING AVON MUNICIPAL CODE TITLE 5.18 CONTRACTOR LICENSES WHEREAS, pursuant to C.R.S. §31-15-103 and §31-15-104, and pursuant to the home rule powers of the Town of Avon ("Avon"), the Avon Town Council ("Council") has the power to make and publish ordinances necessary and proper to provide for the safety, preserve the health, promote the prosperity, and improve the morals, order, comfort, and convenience of its inhabitants; and WHEREAS, pursuant to such authority, the Town has previously adopted Title 5 of the Avon Municipal Code ("Code"), regarding licensing requirements and, more specifically, Chapter 18 of Title 5, concerning the requirement for contractors performing work within the Town of Avon to carry a license to perform such work; and WHEREAS, pursuant to such authority, Title 5 of the Code has a defined process for revocation/appeal of all license types except Contractor Licenses; and WHEREAS, Council now wishes to amend Chapter 18 of Title 5 of the Code to add verbiage that defines a process for revocation/appeal of Contractor Licenses in situations defined within the code text amendment; and WHEREAS, the Town Council finds that adding this verbiage will promote the health, safety and general welfare of the Avon community by holding contractors accountable for their work; and, WHEREAS, while amending this chapter, Town Council will take the opportunity to delete contractor license types that are no longer in use, define General/Sub Contractor types, and combine Business/Contractor License fees to ease the process for our construction community; and, WHEREAS, approval of this Ordinance on first reading is intended only to confirm that the Town Council desires to comply with the requirement of Section 6.5(d) of the Avon Home Rule Charter by setting a public hearing in order to provide the public an opportunity to present testimony and evidence and that approval of this Ordinance on first reading does not constitute a representation that the Town Council, or any member of the Town Council, has determined to take final action on this Ordinance prior to concluding the public hearing on second reading. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, the following: Ord 25-11 Contractor Licenses June 10, 2025 Page 1 of 6 Section 1. Recitals Incorporated. The above and foregoing recitals are incorporated herein by reference and adopted as findings and determinations of the Town Council. Section 2. Chapter 5.18 Contractor License Amendments. Council hereby amends Chapter 18 of Title 5 of the Avon Municipal Code, to read as follows, with redline/strike-out indicating words to be deleted and underline indicating words to be added: 5.18.010 License —required. All contractors as defined by AMC Section 3.08.010, except electrical and plumbing contractors, who are duly licensed by the State, shall purchase a contractor business license for conducting work within the Town of Avon. Established annual fees shall be established by resolution of the Avon Town Council. Class designations are as follows: Class 1— General Contractor; ram— Other- Speeia4t- , Sub -Contractor; ClassZT��unieipal centfaeter-; Class 1 5.18.020 License —period of validity. All Business Co tractor Contractor Business licenses shall be valid for a period of one (1) year from the date of issuance. 5.18.030 Insurance. Every contractor shall provide a current certificate of insurance for statutory workers' compensation and commercial general liability insurance of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) general aggregate before a contractor's license is issued. If workers' compensation insurance is not possessed required by the state of Colorado, a signed waiver form provided by the town must be submitted provided accordingly at the time of application. 5.18.040 Suspension or Revocation. A) Any contractor business license issued under this code may be temporarily suspended or revoked by the Building Official under the following circumstances: 1. Violation of this chapter or any other applicable law; 2. Failure to correct any and all building code violations after having been duly notified by the Building Official; 3. Failure to request and pass a required inspection prior to the expiration of a permit, and/or prior to the use or occupancy of a structure; 4. Failure to obtain a permit where one is required per adopted building codes; 5. Performance of work that is deemed hazardous by the Building Official to life and property; or 6. Demonstration of general negligence, carelessness or lack of workmanship in work performed. Ord 25-11 Contractor Licenses June 10, 2025 Page 2 of 6 B) The Building Official may suspend or revoke a contractor business license in accordance with the following procedures: 1. The Building Official shall submit a written notice of suspension or revocation to the contractor licensee, stating the following_ (i) The grounds for revocation; (h) Requesting information if necessary (iii) Stating corrective action if applicable and appropriate; (iv) Statingthe he appeal rights of the contractor licensee; (v) Identifying the last day to file an appeal with the Town and stating that the suspension or revocation shall become effective on day after if no appeal is filed; and, (vi) Stating that conduct of business/work without a contractor business license shall be a violation of this Chapter. 2. If a contractor business license is revoked pursuant to this subsection, such revocation shall be in effect for a minimum of one year. C) The Building Official may immediately suspend or revoke a contractor license if the Building Official has reasonable grounds to believe that the contractor business licensee has failed to comply with any building code requirement that creates an immediate threat to the health, safety and general welfare of the Avon community. 5.18.050 Appeal. (a) Appeal to Town Manager. The business owne f business contractor ("appellant"LX appeal the decision of the Building Official to the Town Manager. The appellant shall file a written appeal with the Town Manager within twenty (20) days afte the date of transmittal of a written decision of the Building Official or designee deny or revoke a contractor business license. The failure to file a written appeal within twenty (20) dqys after the date of transmittal of the Building Official's decision shall bar any further consideration of the application, shall bar any appeal to the Town Manager and shall bar any_judicial review by a Colorado court. The written appeal shall state the reasons for the appeal. An appeal which is filed timely shall be considered and acted upon by the Town Manager within 454 thirty (30) days after the date of receipt. The Town Manager's review shall be de novo. The Town Manager may conduct a hearing if determined necessarb. the Town Manager to ascertain additional facts relevant to the appeal. The Town Manager shall provide at least three (3) dgys prior notice to the appellant stating the date, time and location where the Town Manager will conduct a hearing. The decision of the Town Manager shall be in writing, shall state the appellant's right the decision to the Town Council, shall state the last day to submit an appeal to the Town, and shall be sent by U.S. first class mail to the appellant. The decision of the Town Manager maeappealed to the Town Council. Ord 25-11 Contractor Licenses June 10, 2025 Page 3 of 6 (b) Appeal to Town Council. The appellant may appeal the decision of the Town Manager to the Town Council. The appellant shall file a written appeal with the Town Clerk within , twenty (20) dqys after the date of transmittal of a written decision of the Town Manager to deny an gppeal. The failure to file a written appeal within twenty (20) dgys after the date of transmittal of the Town Manager's decision shall bar any further consideration of the application, shall bar any appeal to the Town Council and shall bar any judicial review by a Colorado court. The written appeal shall state the reasons for the appeal. An appeal which is filed timely shall be considered and acted upon by the Town Council within thirty ) days after the date of receipt. The Town Council's review shall be de novo. The Town Council shall conduct a hearing. The Town Council shall provide at least three (3) dasprior notice to the appellant stating the date, time and location where the town council will conduct a hearing. The decision of the Town Council shall be in writing and shall be sent by U.S. first class mail to the appellant. The decision of the Town Council shall be the final decision of the Town and shall be final on the day_ that the Town Council takes action to adopt its findings in writing. 5.18.040060 Violations —penalty. Any person violating any of the provisions of this Chapter shall be deemed to have committed a civil infraction for each and every day or portion thereof during which any infraction is committed, continued or permitted and shall be subject to the penalties contained in Chapter 1.09 of this Code. Section 3. Severability. If any provision of this Ordinance, or the application of such provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. The Town Council hereby declares that it would have passed this Ordinance and each provision thereof, even though any one of the provisions might be declared unconstitutional or invalid. As used in this Section, the term "provision" means and includes any part, division, subdivision, section, subsection, sentence, clause or phrase; the term "application" means and includes an application of an ordinance or any part thereof, whether considered or construed alone or together with another ordinance or ordinances, or part thereof, of the Town. Section 4. Effective Date. This Ordinance shall take effect thirty days after the date of final passage in accordance with Section 6.4 of the Avon Home Rule Charter. Section 5. Safety Clause. The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The Town Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Ord 25-11 Contractor Licenses June 10, 2025 Page 4 of 6 Section 6. No Existing Violation Affected. Nothing in this Ordinance shall be construed to release, extinguish, alter, modify, or change in whole or in part any penalty, liability or right or affect any audit, suit, or proceeding pending in any court, or any rights acquired, or liability incurred, or any cause or causes of action acquired or existing which may have been incurred or obtained under any ordinance or provision hereby repealed or amended by this Ordinance. Any such ordinance or provision thereof so amended, repealed, or superseded by this Ordinance shall be treated and held as remaining in force for the purpose of sustaining any and all proper actions, suits, proceedings and prosecutions, for the enforcement of such penalty, liability, or right, and for the purpose of sustaining any judgment, decree or order which can or may be rendered, entered, or made in such actions, suits or proceedings, or prosecutions imposing, inflicting, or declaring such penalty or liability or enforcing such right, and shall be treated and held as remaining in force for the purpose of sustaining any and all proceedings, actions, hearings, and appeals pending before any court or administrative tribunal. Section 7. Codification of Amendments. The codifier of the Town's Municipal Code, Colorado Code Publishing, is hereby authorized to make such numerical and formatting changes as may be necessary to incorporate the provisions of this Ordinance within the Avon Municipal Code. The Town Clerk is authorized to correct, or approve the correction by the codifier, of any typographical error in the enacted regulations, provided that such correction shall not substantively change any provision of the regulations adopted in this Ordinance. Such corrections may include spelling, reference, citation, enumeration, and grammatical errors. Section 8. Publication. The Town Clerk is ordered to publish this Ordinance in accordance with Chapter 1.16 of the Avon Municipal Code. INTRODUCED AND ADOPTED ON FIRST READING AND REFERRED TO PUBLIC HEARING by the Avon Town Council on May 27, 2025 and setting such public hearing for June 10, 2025 at the Council Chambers of the Avon Municipal Building, located at One Hundred Mikaela Way, Avon, Colorado. BY: ATTEST: Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk ADOPTED ON SECOND AND FINAL READING by the Avon Town Council on June 10, 2025. BY: ATTEST: Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk Ord 25-11 Contractor Licenses June 10, 2025 Page 5 of 6 APPROVED AS TO FORM: Nina Williams, Town Attorney Ord 25-11 Contractor Licenses June 10, 2025 Page 6 of 6 TO: Honorable Mayor Underwood and Council Members FROM: Jena Skinner, AICP, Planning Manager RE: Hidden Valley Estates — Amendment of Development and ,avon Public Improvement Agreements DATE: June 5, 2025 co LO RAoo SUMMARY: This report presents to Town Council ("Council") information pertaining to the Hidden Valley Estates Development Agreement ("DA") and Public Improvements Agreement ("PIA"). Both agreements require amendment, as key "trigger or target" dates, anticipating certain development benchmarks, have not been reached by the developer and thereby require extension. The project is currently under construction and the majority of the public improvements have been constructed. Building permits for the first units are currently under review by Engineering and Building staff. BACKGROUND: The Town, in 2019, amended the Avon Municipal Code to permit "Community Housing" as a permitted use within all zone districts. In IC zone district the density for Community Housing was set at 10 DU/Acre. Additionally, several additions to Tile 3 centered around this use were also accomplished in the same year allowing for developer incentives like certain tax credits for building materials and transfer tax relief. "Community Housing" is defined as: Community Housing means residential housing which is subject to a deed restriction that limits use to long-term residential use as a primary residence by qualified persons and which deed restriction may impose other restrictions and limitations and may include terms deemed appropriate in the Council's sole discretion, including but not limited to controls on the resale price of such residential property, and which deed restriction is enforceable by the Town. In 2020, Tract Y came in for an Amended Final Plat in preparation of the creation for a "Luxury Storage Facility." This project never went forward, and the plat expired due to failure to finalize and record this document. Prior to the Subdivision application, the development partners for Hidden Valley Estates approached the Town of Avon, in 2021, requesting a waiver of taxes and fees for this project. During these discussions with Town Council, a "pledge" of funds in the amount of $100,000 per residence home purchasers (not employers purchasing for employees), was also considered, and approved, with funds allocated for the first six (6) homes. The Housing Fund has maintained the $600,000 since Council's approval in 2021. The deed restrictions to be applied will be similar to the iMi Casa! Avon Resident Occupied (non -priced capped) program deeds, which require a minimum of 3-years of full-time occupancy prior to any occupancy changes, by the primary resident. This agreement was captured as part of the attached DA. In 2023, the Hidden Valley Estates development team made application for a Subdivision Preliminary Plan & Plat ("SUB"), with an associated Major Development Plan ("MJR"), which the Planning and Zoning Commission ("PZC") approved May 16, 2023. As the MJR application was not for a property located within the Town Center, this application is not subject to review by TC. The MJR was for the Design Review aspect for the proposed 53-unit, Community Housing development named "Hidden Valley Estates". Comprised of duplex and townhome units, this project will employ deed restrictions to ensure all units are available for occupancy by full-time residents only. As part of the MJR application, the Applicant also included a Development Bonus ("DB"), for setback modification necessary in achieving a compact design that on this topographically challenged parcel. 970-748-4023 jskinner@avon.org Page 1 of 5 PROPERTY DESCRIPTION: The subject property is located on Metcalf Road and was originally part of the Mountainstar PUD. Initially intended for Industrial Commercial development (hence the zoning), the site's topography does not lend itself to intense industrial development and may be considered less compatible with the neighboring open space values surrounding this parcel. Community Housing on the site has been established as a more compatible use that responds to the current housing demand within the Town of Avon. The site itself is very topographically challenged, with slopes up to 40%+. Areas of slopes of 40%+ are classified as non - developable and will be preserved as Open Space Above: Images prior to construction showing topography The layout of the subdivision follows the natural drainage from the north, curving south and then towards the west around a tract reserved for open space (see image, next page). Many of the proposed residences act as retaining walls that harmonize with the proposed drainage plans, and as such, there is significant grading involved with this project. Home designs purposefully work with the topography by stepping down the grade on each lot to reduce the need for significant overlot grading while the streets as debris flow pathways. Along the western boundary shared with Metcalf Road lies the existing Metcalf Ditch, to which the drainage for the property will eventually discharge. The ditch separates Metcalf Road from Tract Y. Hidden Valley DA and PIA Amendment June 6, 2025 Page 2 of 5 Above: Plat overlay on 2023 Aerial Right. Construction Phasing Plan PHASE I NFRASTRUCTURE PHASE 2 BUILDINGS A, B, C, D, E PHASE 3 BUILDINGS EG PHASE 4 BUILDINGS H, I PHASE 5 BUILDINGS 5,T,U PHASE 6 BUILDINGS 0,P,Q,R PHASE 7 BUILDING V J,K,LM,N PHASE 8 BUILDING V PH 1 PHASE 7 \ 4/ PHA5E6 / \ �i PPIP.SeG ♦\ iASE 5 1 I ti~ P i I Ti �4 I I I I 1 5 3 T 1 1 r-i PHASE 2 ASPHALT PHASE 8 I� : PHASE 2 Hidden Valley DA and PIA Amendment June 6, 2025 Page 3 of 5 Hidden Valley DA and PIA Amendment June 6, 2025 Page 3 of 5 DISCUSSION: Attached to this report, are the Development Agreement and the Public Improvements Agreement, which have certain dates and triggers that have expired, making it appropriate to reevaluate these documents currently to ensure they remain relevant and in alignment with ongoing construction. Development Agreement: Amendment language per Agreement: 14.3. Amendments. This Agreement shall not be amended, except by subsequent written agreement of the Parties. Key elements require attention and or amendments: 1. The language as it pertains to the allocation of the $600,000 towards the first six (6) units Sections 3 and 7 Staff Recommendation: This section has specific language allowing Council to modify or maintain the contributions as were established in the existing agreement. 2. The target dates for completion of the development benchmarks Sections 3 and 7 Staff Recommendation: Extension of the proposed dates by the Hidden Valley Estates Team of end of 2025 or 2026 is acceptable Public Improvements Agreement Amendment language per Agreement: 11. 7 Amendment of Agreement. For the purpose of any amendment to this Agreement, "Owner" shall mean only the Owner as defined herein and those parties, if any, who have specifically been granted, in writing by the Owner, the power to enter into such amendments. No amendment to this Agreement shall be valid unless signed in writing by Owner and Town. Key elements require attention and or amendments: 1. Language as it pertains to the timing of public improvements Section 5 Staff Recommendation: Inclusion of any language as a new section pertaining to the phased construction Plan in addition to the map exhibit to ensure clarity of the proposed timing on vertical construction and physical site improvements. OPTIONS: Town Council has the following options: • Approve the proposed amendments to both Documents • Approve amending the proposed documents, with changes • Continue the amendments to a future meeting; or, • Deny the request to amend/extend these agreements. Hidden Valley DA and PIA Amendment June 6, 2025 Page 4 of 5 RECOMMENDED MOTION: "I move to approve the amended Hidden Valley Estates Development and Public Improvements Agreements as proposed." Thanks, Jena ATTACHMENTS: A. Development Agreement — Amended and Restated B. Recorded Development Agreement with original Deed Restrictions C. Public Improvements Agreement — First Amendment Exhibit A — Revised Engineering Cost Estimate Exhibit B — Revised Phasing Plan Hidden Valley DA and PIA Amendment June 6, 2025 Page 5 of 5 ATTACHMENT A - AMENDED DEVELOPMENT AGREEMENT AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN THE TOWN OF AVON AND HIDDEN VALLEY ESTATES, LLC THIS FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of June 14,202-3- day of , 2025 ("Effective Date") by and between the TOWN OF AVON, a Colorado home rule municipality ("Town"), and HIDDEN VALLEY DEVELOPMENT LLC, A COLORADO LIMITED LIABILITY COMPANY, ("Developer"). RECITALS WHEREAS, Developer has a legal interest in certain real property known as- Hidden Valley Estates , Town of Avon, County of Eagle, State of Colorado, as more particularly described on Exhibit A, and',r,,w as Eagle roufft., n.,fee Nti7 ,. ber- 2 i ncm i 04002 ("Property"); and WHEREAS, Developer intends to construct a Community Housing Project which is intended to include approximately fifty-three (53) residential units on the Property ("Development"). Wherever used in this Agreement, the term "Community Housing" means any residential dwelling unit that is subject to either of the Deed Restrictions referenced in Section 10-9 of this Agreement, or otherwise meets the definition of Community Housing under the Avon Municipal Code, Section 3.14.020, as may be amended from time to time; and WHEREAS, on January 12, 2021, after a duly noticed public hearing, the Town of Avon Town Council approved the subdivision of the Property; and WHEREAS, Developer has submitted or will submit development plans for consideration and approval by the Town ("Development Approvals"); and WHEREAS, the Town and Developer desire to set forth their rights and obligations with respect to the Development in this Agreement; and WHEREAS. the Town and the Developer have entered into a Development Agreement dated June 14, 2023 and recorded on September 7, 2023 at Reception No. 202312321 in the public records of Eagle County, Colorado (the "Development Agreement"); and WHEREAS, the Development Agreement contains certain obligations of Developer with respect to the Development; and WHEREAS, the Town and Developer now desire to modify certain deadlines provided in the Development Agreement and other modifications; and WHEREAS —the -r,.w desires to make an initial appr-epr-ia4ien of$600 000 to suppo# the initial eonstfuetion of this Development and then define the eenditions for - Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 1 NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: TERMS 1. Recitals. The foregoing recitals are incorporated herein as material representations and acknowledgments of the Parties. 2. Purposes. The purpose of this Agreement is to set forth the terms and conditions to be met by the Developer with respect to the Development; and the Town providing Tax and Fee Waivers for the Development and down -payment assistance for purchasers of Community Housing units within the Development. All terms and conditions contained herein are in addition to all requirements of the Avon Municipal Code, contained therein, except where specifically provided in this Agreement or a Public Improvements Agreement. The Developer agrees to bear all costs and responsibility for completion of the improvements unless Town and Developer mutually agree in writing to an alternative arrangement. This Agreement is not executed for the benefit of materialmen, laborers, or others providing work, services, or materials to the Property. The Developer and the Town agree to comply with all terms and conditions contained in this Agreement. 3. Term. The Term of this Agreement shall run until December 31, 2033, except that the Town's obligation to provide funding pursuant to the terms of Section 7 of this Agreement shall run until December 31, 2027-5. The intent is to appropriate additional funds and establish new timeframes for additional construction if the initial construction of six (6) Community Housing units is successful in accordance with the terms and timeframes set forth in Section 7. Town and Developer agree to negotiate additional appropriations and timeframes for additional construction under Section 7 in good faith. Notwithstanding the foregoing, the Town shall have the right to not approve an extension of additional funding similar to that provided in Section 7 in its sole discretion if the initial construction of six (6) Community Housing units is not completed in accordance with the terms and timeframes set forth in this Agreement. Any extension of Section 7 may include designation of a minimum number of additional Community Housing units and designation of a timeframe for Commencement of Construction and Completion of Construction (as defined in 4.3 and 4.4 below) in the Town's sole discretion. Extension of Section 7 shall be approved by Town by motion of the Avon Town Council and shall be signed and executed as an amendment to this Agreement. 4. Defined Terms. Except as otherwise defined herein, terms that are defined in the Development Agreement shall have the same meanings when such terms are used in this Amendment. 5. Confirmation of Terms; Conflict. Except as specifically modified and amended by this Amendment, all of the terms, covenants, and conditions of the Development Agreement shall remain in full force and effect. In the event of any conflict between the provisions of this Amendment and the Development Agreement, the provisions of this Amendment shall control. Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 2 46. Developer Obligations. The Developer agrees to satisfy the following obligations with respect to the Development and in order to qualify for the Tax and Fee Waiver outlined in Section 4 below. The Town acknowledges that Developer submitted a complete Development Application for Community Housing in full satisfaction of the requirement of Section 4.2. 44-.6_l. Compliance with and recordation of Subdivision Plat approved on January 12, 2021 via Resolution No. 21-01. 44-.6.2.All Community Housing units shall be subject to a deed restriction to be recorded prior to any liens or mortgages on the unit as provided in Section 10-9 of this Agreement. Upon recording of a deed restriction as provided in Section 10-9 against a Unit, the parties will record a release of this Agreement with respect to that Unit. 4.4.6.3. Comply with all Town of Avon requirements regarding water rights dedications. Developer shall secure such water rights as are necessary for completion of the proposed 53-unit development prior to the recordation of the Subdivision Plat. 4�6.4. Public Improvements Agreement. Execute a Public Improvement Agreement ("PIA") prior to commencing any onsite construction including infrastructure in the Town's usual and customary format and terms, including but not limited to the requirements of Avon Municipal Code Section 7.32.100. The PIA shall address security and timing for public improvements necessary to complete the development. 4�6.5.Formation of Association The Developer shall form a common interest community ("Association") pursuant to the Colorado Common Interest Ownership Act (CRS §38- 33.3-101 et. seq) prior to the issuance of a Temporary Certificate of Occupancy or Certificate of Occupancy for the first building to be constructed within the Development and prior to any occupancy thereof; provided, however, that in the event that the Association has not been formed as required, the Developer shall be liable for all obligations of the Association hereunder until such time as the Association is formed. Until such time as the Developer no longer has the right to appoint a majority of the executive board of the Association pursuant to State law, Developer shall remain liable for all obligations of both the Developer and the Association pursuant to this Agreement. 4�6.6.Association Deemed to be Developer. In addition to the rights and obligations of the Association, as specifically stated in this Agreement, with respect to any Common Area of the Development that is conveyed to the Association, except for any right of Developer to a refund of any deposit or other monetary security held by Town hereunder, the Association shall be deemed to be the Developer with respect to the provisions, rights, and obligations of this Agreement, if any, that apply Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 3 to the ongoing use, ownership, maintenance or operation of that Common Area. The Association shall not be deemed to be the Developer with respect to the provisions, rights, and obligations of this Agreement to the extent that any portion of the Development remains subject to development rights under the Association's Governing Documents. The provisions of any other Section of this Agreement necessary to give effect to the Association's rights and obligations under the foregoing Articles and Sections shall also be deemed to control. 4:8:6.7.Approval of Governing Documents. Developer shall submit the Association Governing Document for review and approval by the Town as to those matters described in this Section 4 prior to recordation of the Association's Governing Documents. The Association Governing Document shall include express permission that deed restrictions for community housing purposes similar to the Town of Avon's was! resident occupied deed restriction may be imposed and recorded on the Community Housing Units and any additional residential units; provided, the imposition of such deed restriction upon any additional residential units shall be subject to approval of the residential unit owner as agreed upon by the subject residential unit owner prior to any imposition and recordation of such deed restriction. The Town will respond to Association Governing Document referral within fourteen (14) calendar days. The Association Governing Documents shall be submitted to the Town prior to the issuance of a certificate of occupancy or temporary certificate of occupancy, whichever is earlier, for Phase 1 of the Development the Eagle Conty Employee Deed Restrictions mawplaced with other Town of Avon Deed Restriction programs, upon approval of the Town Attorney. 4�6.8.Default by Developer or Association. Any failure of the Association Governing Documents to contain and maintain the provisions required by this Agreement shall be a default by the Association under this Agreement, and the Town shall be entitled as a remedy therefor to obtain an order for reformation of the Association Governing Documents so that they are in compliance with this Agreement. 4.4-0-.6.9. Amendments to Association's Governing Documents. As to those matters described in this Section 4, any future amendments to the Association Governing Documents shall require the written consent of the Town. 444-.6.10. Applicability to Future Phases of the Development. Developer shall be entitled to the Tax and Fee Waiver described in Section 5, on the terms of Section 5, with respect to any future phases of the Development so long as such phase is developed for Community Housing and Developer has complied with this Section 4 with respect to the first phase of the Development. 442.-6.11. Landscaping. Developer agrees to comply with the stricter of (1) Town's landscaping requirements as may be amended and adopted before the installation of landscaping; or, (2) comply with landscaping requirements in any Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 4 agreement to allocation water as described in Section 86 below. 443-.6.12. Net Zero Energy Consumption. Developer shall use best efforts to utilize and achieve net zero energy consumption construction methods to the extent economically feasible. -5-.7. Tax and Fee Waivers. The Town hereby grants a waiver of the Avon Real Estate Transfer Tax for the transfer of title to any Community Housing Units from Developer to any purchaser thereof, a waiver of the Avon Sales Tax applicable to the construction of all Community Housing Units, a waiver of all Development Application Review fees related to the Development (not including third party charges to the Town of Avon associated with review of development applications), and a waiver of Building Permit fees for construction of all Community Housing units (collectively the "Waivers"). 5-..7_1. The Sales Tax Waivers shall only apply to the purchase of construction materials and fixtures delivered to the Development which are purchased for use in development of Community Housing. 5-2-.7.2. The Waivers shall initially be conditional and shall only become permanent upon execution of a Deed Restriction by Developer and the Town for Community Housing Units in the Development and recording of the Deed Restrictions in the Eagle County Clerk and Recorders Office. 5-.3-.7.3.Developer shall provide records, receipts, and documentation to the Town of the construction materials purchased on or prior to issuance of a Certificate of Occupancy for each residence and shall maintain such records as required by Chapter 3.12 Sales Tax of the Avon Municipal Code. 6-.8. Water. . 64-.8.1. Water Rights. „'-atef: Righ4s. Town and Developer- shalljeii#T DevelopmentsfFom the Upper- Eagle Regional Water- Attthoi:ity. The To.z.,, has 5.7 additional SF -Es. Obtaining additional water- r4gl#s alloemion is a eondition of Development approval. The Developef shall be fesponsible for- that eos . Developer has complied with Section 4.4 of the Development Agreement. The Town shall deliver any water rights required to Eagle River Water and Sanitation District in order to serve the Project without cost to Developer. 6-.2-.8.2. The Town agrees to allow the Avon Water Tap fee to be applied to the cost of water line extension and improvements as authorized by Avon Municipal Code Section 3.14.070, provided that only the portion and cost of water line extension and improvement which is identified and required in the PIA shall be eligible for credit or reimbursement. The Town shall make reimbursement payments to Developer within thirty (30) days after receipt by Town of payment by Developer of such water tap Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 5 fees. -7-.9. Town Obligations. The Town agrees to make funds available to assist individuals with the purchase of residences on the Property in accordance with the following: 74-.9_1. The Town shall only be committed to make funds available if Developer satisfies the following obligations with respect to the Development: (a) Developer must commence construction of at least six (6) Community Housing units in the first phase of the Development by December 31, 20254. "Commence construction" is defined as submitting all information required for a building permit application, review and approval by the Town of such building permit application (which approval shall not be unreasonably withheld or delayed), and actual commencement of grading and foundation work. (b) Developer must Complete Construction of at least six (6) Community Housing units by December 31, 2026-5. "Compete Construction" is defined as completion of physical construction and receipt of a final Certificate of Occupancy. A Temporary Certificate of Occupancy does not meet the definition of Complete Construction. 74-.9.2.Funds shall only be provided for the purchase of Community Housing deed restrictions for qualified buyers that meet the as ! eligibility criteria upon execution of the applicable Deed Restriction. 7-.49.3. The amount of funds available for eligible purchasers of each residential unit under this Section 7 shall be limited to 12% of the purchase price or appraised value (whichever is less) and shall not exceed a maximum amount of $100,000 per residence. Council may revise the percentage fund terms or the maximum amount per unit in its sole discretion on the same basis as the Town may revise the it Fay !deed restriction P-program terms. 7-.5-.9.4.Under this Section 7, the Town intends to provide funds for the full Development in an amount not to exceed $1.7 million. Town shall appropriate an initial amount of $600,000 for six (6) Units of Community Housing in the first phase of the Development, which shall be available in accordance with the terms of this Agreement. The remaining $1.1 million funds shall be subject to annual budget and appropriation by the Avon Town Council. The Avon Town Council may revise, increase, reduce, or rescind its commitment of the $1.1 million of funds in its sole discretion. Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 6 �9_5. The Town agrees to exercise reasonable good faith efforts to pursue partnership funding contributions from other entities including but not limited to the Town of Vail and Eagle County to match the Town's pledge of funds. 8-.10. Community Housing Deed Restrictions. 54-.10.1. Developer may elect to sell and convey residential units to qualified buyers that meet the eligibility criteria of iAhCas-athe Avon Community Housing Policies ("ACHP")and receive funds from the Town subject to a Community Housing Deed Restriction that is executed and recorded which shall be substantially in the form attached hereto as EXHIBIT B: BUYER OCCUPANT DEED RESTRICTION; or, $-.2-.10.2. Developer, may elect to use residential units for qualified occupants In alignment with the ACHP tha4 meet the definition of Eagle County Employee or convey to a third party with a deed restriction that restricts use and occupancy of the residential unit to is an Eagle County Employee subject to a Community Housing Deed Restriction that is executed and recorded prior to occupancy and upon conveyance to a third party, which is substantially in the form attached hereto as EXHIBIT C. EAGLE COUNTY EMPLOYEE DEED RESTRICTION. No funds shall be provided by the Town as a condition of executing and recording the Eagle County Employee Deed Restriction on such residential units. The tax and fee waivers set forth in Section 5 shall be the only consideration for the obligation of Developer to execute and record the Applicable Deed Restriction. The execution and recording of the Eagle Gottyy Employee applicable Deed Restriction shall be a condition to the use and occupancy of such residential units. 9-.11. Vested Rights. In accordance with and subject to the provisions of C.R.S. §24-68- 101 et. seq., Developer shall have the vested right to develop the Development pursuant to the Development Approvals once they are obtained. This Agreement shall not preclude the application to Developer of changes in laws, regulations, plans, or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations. In the event changes in the law prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with the law and according to the Town's terms. In the event of a change of law, the Developer and Town shall take action as may be reasonably required in good faith to meet the intent of this Agreement. 40-.12. Permitted Uses. 4".12.1. During the Term of this Agreement the use of any portion of the Development for which Tax and Fee Waivers have been provided by the Town shall be restricted to Community Housing subject to a Deed Restriction approved by the Town as described in this Agreement and as described in the Avon Municipal Code. Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 7 44-.2-.12.2. The permitted density and intensity of use of the Development, the maximum height, bulk and size of the proposed building, and the location of public improvements and public utilities, and other terms and conditions of development applicable to the Development shall be as set forth in the Development Plan and ,PIA approved by the Town. Nothing contained in this Agreement requires the Town to approve the Development and the processing of the Development Plan and SPIA shall occur as with any other development application. 44-.X12.3. In the event that this Agreement is terminated, the permitted use of the property shall be governed by the underlying zoning in effect and as may be amended from time to time, provided that the Developer, as owner of the Property, shall be required to reimburse Town for any and all Tax and Fee Waivers for that portion of the Property which was not developed as Community Housing. Reimbursement of any and all Tax and Fee Waivers that are due shall be a condition of the Town accepting any development application or building permit for any use after termination of this Agreement. This provision shall be a covenant that runs with the land for the benefit of the Town and shall survive termination of this Agreement. 447.-13. Default: Termination. Any failure by either party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other party, unless such period is extended by written mutual consent, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such thirty (30) day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such thirty (30) day period. Upon the occurrence of a default under this Agreement, the non -defaulting party may take action pursuant to the Code or institute legal proceedings to enforce the terms of this Agreement. If the default is cured, then no default shall exist, and the noticing Party shall take no further action. Notwithstanding anything to the contrary contained herein, neither Party shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of war, a pandemic for which a disaster emergency is declared by the Governor, insurrection, strikes or other labor disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, restrictions imposed or mandated by other governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environmental regulations, or similar basis for excused performance which is not within the reasonable control of the Party to be excused. Upon the request of either Party hereto, an extension of time, including an extension of applicable contract dates, for such cause shall be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon. Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 8 41-14. Defense and Indemnity. 44-.-1-.14.1. Developer's Actions. Developer shall hold harmless and indemnify Town and its elected and appointed officers, agents, employees, and representatives from claims, costs, and liabilities for any personal injury, death, or physical damage (including inverse condemnation) which arises directly or indirectly, as a result of the construction of the Development, or of operations performed under this Agreement, by Developer or by Developer's contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer's contractors, subcontractors, or any one or more persons directly or indirectly employed by, or acting as agent for, Developer or any of Developer's contractors or subcontractors. 42-.2-.14.2. Town's Actions. Nothing in this section shall be construed to mean that Developer shall indemnify or hold the Town or its elected and appointed representatives, officers, agents and employees harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from any act or omission of the Town with regard to improvements that have been offered for dedication and accepted by Town for maintenance. Nothing contained herein is intended to nor shall be construed as a waiver of the Town's governmental immunity under state or federal law. 4-3-.15. No Agency, Joint Venture or Partnership. It is specifically understood and agreed to by and between the parties that: (1) the subject Development is a private development; (2) the Town has no interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Town accepts the same pursuant to the provisions of this Agreement or in connection with the Development Approvals (as defined in the Recitals above); (3) Developer shall have full power over and exclusive control of construction of the Development on the Property subject to the approvals and Conditions of Approval of the Town; and (4) the Town and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between Town and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between Town and Developer. 44.16. Miscellaneous Provisions. 444-.16.1. Assignment, This Agreement may not be assigned by the Developer to any party that does not take title to the Development without the prior written consent of the Town, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event the Developer desires to assign its rights and obligations herein, it shall so notify the Town in writing together with the proposed assignee's written agreement to be bound by the terms and conditions contained herein. 44-1-.16.2. Waiver of Defects. In executing this Agreement, the Developer waives all objections it may have concerning defects, if any, in the formalities Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 9 whereby it is executed, or concerning the power of the Town to impose conditions on the Developer as set forth herein, and concerning the procedure, substance, and form of the ordinances or resolutions adopting this Agreement. 44-.X16.3. Amendments. This Agreement shall not be amended, except by subsequent written agreement of the Parties. I4-.4.16.4. Release of Liability. It is expressly understood that the Town cannot be legally bound by the representations of any of its officers or agents or their designees except in accordance with the Town of Avon Municipal Code and Ordinances and the laws of the State of Colorado, and that the Developer, when dealing with the Town, acts at its own risk as to any representation or undertaking by the Town officers or agents or their designees which is subsequently held unlawful by a court of law. 44-.5:16.5. Ca tions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof. 14-.6—..16.6. Binding Effect, This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns. 44-.-7-.16.7. Invalid Provision. If any provisions of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof, all of which other provisions shall remain in full force and effect. It is the intention of the parties hereto that, if any provision of this Agreement is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 44�16.8. Governing Law. The laws of the State of Colorado shall govern the validity, performance, and enforcement of this Agreement. Should either party institute legal suit or action for enforcement of any obligation contained herein, it is agreed that the venue of such suit or action shall be in Eagle County, Colorado. 1-4:9:16.9. Attorneys' Fees: Survival. Should this Agreement become the subject of litigation, each party shall be responsible for its own costs and attorneys' fees, with the exception that each party may seek attorneys' fees for frivolous claims as allowed under Colorado rules of civil procedure. 14.10.16.10. Authority. Each person signing this Agreement represents and warrants that he is fully authorized to enter into and execute this Agreement, and to bind the Party it represents to the terms and conditions hereof. Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 10 14.11.16.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the same instrument. 14.12.16.12. Notice. All notices required under this Agreement shall be in writing and shall be hand -delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties herein set forth, or sent by email to the email addresses stated below. All notices so given shall be considered effective 72 hours after deposit in the United States mail with the proper address as set forth below. Email notices shall be deemed received on the date that the recipient acknowledges receipt. Party by notice so given may change the address to which future notices shall be sent. Notice to Town: And, If to Developer: Town of Avon Attn: Town Manager P.O. Box 975 Avon, CO 81620 Telephone: 970-748-4004 Email: townmanager@avon.org Town of Avon Attn: Town Attorney P.O. Box 975 Avon, CO 81620 Telephone: 970-748-4001 Email: townattorneynavon.org Hidden Valley Development LLC, A Colorado Limited Liability Company P.O. Box 516 Avon, CO 81620 Telephone: 970-904-5226 Email: sean.reynoldscorp@gmail.com 14.13.16.13. Construction. Each reference in this Agreement to any of the Development Approvals shall be deemed to refer to the Development Approval as it may be amended from time to time pursuant to the provisions of this Agreement, whether or not the particular reference refers to such possible amendment. 14.14.16.14. Covenants Running with the Land. All of the provisions contained in this Agreement constitute covenants running with the land. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Property. [SIGNATURE PAGE FOLL0WSJ Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 11 IN WITNESS WHEREOF, this Agreement has been entered into by and between the Town and Developer as of the date and year first above written. TOWN OF AVON: By: Tamra N. Underwood, Mayor APPROVED AS TO FOR: By: Nina P. Willims, Town Attorney DEVELOPER: Attest: Miguel Casanueva, Town Clerk HIDDEN VALLEY DEVELOPMENT, LLC, a Colorado limited liability company By: Steve MacDonald, Member STATE OF COLORADO ) ) SS COUNTY OF EAGLE ) The foregoing Development Agreement was acknowledged before me this day of 2025 by as of , the Developer under this Agreement. Witness my hand and official seal.\ My commission expires: Notary Public Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 12 EXHIBIT A LEGAL DESCRIPTION HIDDEN VALLEY ESTATES FINAL PLAT A RESUBDIVISION OF TRACT Y, MOUNTAIN STAR FILING NO. 3, ACCORDING TO THE PLAT RECORDED 09/07/2023 AT RECEPTION NO. 202312323 TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 13 EXHIBIT B BUYER OCCUPIED DEED RESTRICTION (NON -PRICE CAPPED) Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 14 EXHIBIT C EAGLE COUNTY EMPLOYEE DEED RESTRICTION (NON -PRICE CAPPED) Hidden Valley Estates Tract Y Development Agreement June 6, 2025 Page 15 ATTACHMENT B - EXISTING DEVELOPMENT AGREEMENT DocuSign Envelope ID: 95830D73-CBgD-402A-BACO-85AC86FEAOFO Eagle County, CO 202312321 Regina O'Brien 09/07/2023 Pgs: 35 08:51:03 AM REC: $183.00 COC: $0.00 DEVELOPMENT AGREEMENT BY AND BETWEEN THE TOWN OF AVON AND LEGACY MOUNTAIN DEVELOPMENT THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of .Tune 14, 2023 ("Effective Date") by and between the TOWN OF AVON, a Colorado home rule municipality ("Town"), and HIDDEN VALLEY DEVELOPMENT LLC, A COLORADO LIMITED LIABILITY COMPANY, ("Developer"). RECITALS WHEREAS, Developer has a legal interest in certain real property known as Tract Y, Mountain Star Filing No. 3, Town of Avon, County of Eagle, State of Colorado, as more particularly described on Exhibit A, and known as Eagle County Parcel Number 210502104002 ("Property"); and WHEREAS, Developer intends to construct a Community Housing Project which is intended to include approximately fifty-three (53) residential units on the Property ("Development"). Wherever used in this Agreement, the term "Community Housing" means any residential dweIIing unit that is subject to either of the Deed Restrictions referenced in Section 8 of this Agreement, or otherwise meets the definition of Community Housing under the Avon Municipal Code, Section 3.14.020, as may be amended from time to time; and WHEREAS, on January 12, 2021, after a duly noticed public hearing, the Town of Avon Town Council approved the subdivision of the Property; and WHEREAS, Developer has submitted or will submit development plans for consideration and approval by the Town ("Development Approvals"); and WHEREAS, the Town and Developer desire to set forth their rights and obligations with respect to the Development in this Agreement; and WHEREAS, the Town desires to make an initial appropriation of $600,000 to support the initial construction of this Development and then define the conditions for additional appropriation of funds in accordance with the terms described in this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: TERMS 1. Recitals. The foregoing recitals are incorporated herein as material representations and acknowledgments of the Parties. Hidden Valley Estates Tract Y Development Agreement August 29, 2023 Page I ❑ocuSign Envelope ID: 95830D73-CBgD-402A-8AC8-85AC86FEADFO 2, Purposes. The purpose of this Agreement is to set forth the tenns and conditions to be met by the Developer with respect to the Development; and the Town providing Tax and Fee Waivers for the Development and down -payment assistance for purchasers of Community Housing units within the Development. All terms and conditions contained herein are in addition to all requirements of the Avon Municipal Code, contained therein, except where specifically provided in this Agreement or a Public Improvements Agreement. The Developer agrees to bear all costs and responsi bi I ity for completion of the improvements unless Town and Developer mutually agree in writing to an alternative arrangement. This Agreement is not executed for the benefit of material men, laborers, or others providing work, services, or materials to the Property. The Developer and the Town agree to comply with all terms and conditions contained in this Agreement. 3. Term. The Term of this Agreement shall run until December 31, 2033, except that the Town's obligation to provide funding pursuant to the terms of Section 7 of this Agreement shall run until December 31, 2025. The intent is to appropriate additional funds and establish new timeframes for additional construction if the initial construction of six (6) Community Housing units is successful in accordance with the terms and timeframes set forth in Section 7. Town and Developer agree to negotiate additional appropriations and timeframes for additional construction under Section 7 in good faith. Notwithstanding the foregoing, the Town shall have the right to not approve an extension of additional funding similar to that provided in Section 7 in its sole discretion if the initial construction of six (6) Community Housing units is not completed in accordance with the terms and timeframes set forth in this Agreement. Any extension of Section 7 may include designation of a minimum number of additional Community Housing units and designated of a timeframe for Commencement of Construction and Completion of Construction (as defined in 4.3 and 4.4 below) in the Town's sole discretion. Extension of Section 7 shall be approved by Town by motion of the Avon Town Council and shall be signed and executed as an amendment to this Agreement. 4. Developer Obli-2ations. The Developer agrees to satisfy the following obligations with respect to the Development and in order to qualify for the Tax and Fee Waiver outlined in Section 4 below. 4.1. CompIiance with and recordation of Subdivision PIat approved on January 12, 2021 via Resolution No. 21-01. 4.2. Submit a complete Development Application for Community Housing for the first phase of the Development by December 31, 2023. 4.3. All Community Housing units shall be subject to a deed restriction to be recorded prior to any liens or mortgages on the unit as provided in Section 8 of this Agreement. Upon recording of a deed restriction as provided in Section 8 against a Unit, the parties will record a release of this Agreement with respect to that Unit. 4.4. Comply with all Town of Avon requirements regarding water rights dedications. Developer shall secure such water rights as are necessary for completion of the proposed 53-unit development prior to the recordation of the Subdivision Plat. Hidden Valley Estates Tract Y Development Agreement August 29, 2023 Page 2 2023'12321 DocuSign Envelope ID: 95830D73-CB9D-402A-8ACB-85AC86FFAOF0 4.5. Execute a Public Improvement Agreement ("PIA") prior to commencing any onsite construction including infrastructure in the Town's usual and customary format and terms, including but not Iimited to the requirements of Avon Municipal Code Section 7.32.100. The PIA shall address security and timing for public improvements necessary to complete the development. 4.6. Formation of Association. The Developer shall form a common interest community ("Association") pursuant to the Colorado Common Interest Ownership Act (CRS §38- 33.3-I DI ef. sect.) prior to the issuance of a Temporary Certificate of Occupancy or Certificate of Occupancy for the first building to be constructed within the Development and prior to any occupancy thereof; provided, however, that in the event that the Association has not been formed as required, the Developer shall be liable for all Obligations of the Association hereunder until such time as the Association is formed. Until such time as the Developer no longer has the right to appoint a majority of the executive board of the Association pursuant to State law, Developer shall remain liable for all obligations of both the Developer and the Association pursuant to this Agreement. 4.7. Association Deemed to be Developer. In addition to the rights and obligations of the Association, as specifically stated in this Agreement, with respect to any Common Area of the Development that is conveyed to the Association, except for any right of Developer to a refund of any deposit or other monetary security held by Town hereunder, the Association shall be deemed to be the Developer with respect to the provisions, rights, and obligations of this Agreement, if any, that apply to the ongoing use, ownership, maintenance or operation of that Common Area. The Association shall not be deemed to be the Developer with respect to the provisions, rights, and obligations of this Agreement to the extent that any portion of the Development remains subject to development rights under the Association's Governing Documents. The provisions of any other Section of this Agreement necessary to give effect to the Association's rights and obligations under the foregoing Articles and Sections shall also be deemed to control. 4.8. Al2proval of Governing Documents. Developer shall submit the Association Governing Document for review and approval by the Town as to those matters described in this Section 4 prior to recordation of the Association's Governing Documents. The Association Governing Document shall include express permission that deed restrictions for community housing purposes similar to the Town of Avon's iMi Casa! deed restriction may be imposed and recorded on the Community Housing Units and any additional residential units; provided, the imposition of such deed restriction upon any additional residential units shall be subject to approval of the residential unit owner as agreed upon by the subject residential unit owner prior to any imposition and recordation of such deed restriction. The Town will respond to Association Governing Document referral within fourteen (I4) calendar days. The Association Governing Documents shall be submitted to the Town prior to the issuance of a certificate of occupancy or temporary certificate of occupancy, whichever is earlier, for Phase I of the Development. Hidden Valley Estates Tract Y Development Agreement August 29, 2023 Page 3 2023'12321 DoeuSign Envelope ID: 96830D73-CBgD-402A-BACB-85AC86FEAOFO 4.9. Default by Developer or Association. Any failure of the Association Governing Documents to contain and maintain the provisions required by this Agreement shall be a default by the Association under this Agreement, and the Town shall be entitled as a remedy therefor to obtain an order for reformation of the Association Governing Documents so that they are in compliance with this Agreement. 4.10. Amendments to Association's Governing Documents. As to those matters described in this Section 4, any future amendments to the Association Governing Documents shall require the written consent of the Town. 4.11. Applicability to Future Phases of the Development. Developer shall be entitled to the Tax and Fee Waiver described in Section 5, on the terms of Section 5, with respect to any future phases of the Development s❑ long as such phase is developed for Community Housing and Developer has complied with this Section 4 with respect to the first phase of the Development. 4.12. Landscaping. Developer agrees to comply with the stricter of (1) Town's Iandscaping requirements as may be amended and adapted before the installation of landscaping; or, (2) comply with landscaping requirements in any agreement to allocation water as described in Section 6 below. 4.13. Net Zero Energy Consumption. Developer shall use best efforts to utilize and achieve net zero energy consumption construction methods to the extent economically feasible. 5. Tax and Fee Waivers. The Town hereby grants a waiver of the Avon Real Estate Transfer Tax for the transfer of title to any Community Housing Units from Developer to any purchaser thereof, a waiver of the Avon Sales Tax applicable to the construction of all Community Housing Units, a waiver of all Development Application Review fees related to the Development (not including third party charges to the Town of Avon associated with review of development applications), and a waiver of Building Permit fees for construction of all Community Housing units (collectively the "Waivers"). 5.1. The Sales Tax Waivers shall only apply to the purchase of construction materials and fixtures delivered to the Development which are purchased for use in deveiopment of Community Housing. 5.2. The Waivers shall initially be conditional and shall only become permanent upon execution of a Deed Restriction by Developer and the Town for Community Housing Units in the Development and recording of the Deed Restrictions in the Eagle County Clerk and Recorders Office. 5.3. Developer shall provide records, receipts, and documentation to the Town of the construction materials purchased on or prior to issuance of a Certificate of Occupancy for each residence and shall maintain such records as required by Chapter 3.12 Sales Tax of the Avon Municipal Code. 6. Water. Hidden Valley Estates Tract Y Development Agreement August 29, 2023 Page 4 2023'12321 DocuSign Envelope ID: 9583OD73-CB9D-402A-8AC8-85AC86FEAOFO 6.1. Water Rights. Town and Developer shall jointly and cooperatively request the allocation of additional water necessary to serve the Development from the Upper Eagle Regional Water Authority. The Town has 5.7 SFEs currently assigned to the Property, resulting in a need for approximately 47.3 additional SFEs. Obtaining additional water rights allocation is a condition of Development approval. The Developer shall be responsible for that cost. 6.2. Water Tap Fee Credit or Reimbursement. The Town agrees to allow the Avon Water Tap fee to be applied to the cost of water line extension and improvements as authorized by Avon Municipal Code Section 3.14.070, provided that only the portion and cost of water line extension and improvement which is identified and required in the PIA shall be eligible for credit or reimbursement. The Town shall make reimbursement payments to Developer within thirty (30) days after receipt by Town of payment by Developer of such water tap fees. 7. Town Obligations. The Town agrees to make funds available to assist individuals with the purchase of residences on the Property in accordance with the following: 7.1. The Town shall only be committed to make funds available if Developer satisfies the following obligations with respect to the Development: (a) Developer must commence construction of at least six (6) Community Housing units in the first phase of the Development by December 31, 2024. "Commence construction" is defined as submitting all information required for a building permit application, review and approval by the Town of such building permit application (which approval shall not be unreasonably withheld or delayed), and actual commencement of grading and foundation work. (b) Developer must Complete Construction of at least six (6) Community Housing units by December 31, 2025. "Compete Construction" is defined as completion of physical construction and receipt of a final Certificate of Occupancy. A Temporary Certificate of Occupancy does not meet the definition of Complete Construction. 7.2. For purchasing individuals, the Town shall use the eligibility criteria set forth in the Town of Avon iMi Casa Avon! program, as may be amended from time to time by the Town in its sole discretion. 7.3. Funds shall only be provided for the purchase of Community Housing deed restrictions for qualified buyers that meet the iMi Casa Avon! eligibility criteria upon execution of the Buyer -Occupant Deed Restriction. 7.4. The amount of funds available for eligible purchasers of each residential unit under this Section 7 shall be limited to 12% of the purchase price or appraised value (whichever is Iess) and shall not exceed a maximum amount of $ I00,000 per residence. Council may Hidden Valley Estates Tract Y DeveIopment Agreement August 29, 2023 Page 5 20231232/ DocuSign Envelope ID: 9583OD73-CB9D-402A 8AC8-85AC86FEAOF0 revise the percentage fund terms or the maximum amount per unit in its sole discretion on the same basis as the Town may revise the i Mi Casa Avon! Program terms. 7.5. Under this Section 7, the Town intends to provide funds for the full Development in an amount not to exceed $1.7 million. Town shall appropriate an initial amount of $600,000 for six (6) Units of Community Housing in the first phase of the Development, which shall be available in accordance with the terms of this Agreement. The remaining $1.1 million funds shall be subject to annual budget and appropriation by the Avon Town Council. The Avon Town Council may revise, increase, reduce, or rescind its commitment of the $ 1.1 million of funds in its sole discretion. 7.6. The Town agrees to exercise reasonable good faith efforts to pursue partnership finding contributions from other entities including but not limited to the Town of Vail and Eagle County to match the Town's pledge of fiords. 8. Community Housing Deed Restrictions. 8.1. Developer may elect to sell and convey residential units to qualified buyers that meet the eligibility criteria of iiVfi Casa Avon! and receive funds from the Town subject to a Community Housing Deed Restriction that is executed and recorded which shall be substantially in the form attached hereto as EXHIBIT B: BUYER -OCCUPANT DEED RESTRICTION; or, S.Z. Developer, may elect to use residential units for occupants that meet the definition of Eagle County Employee or convey to a third party with a deed restriction that restricts use and occupancy of the residential unit to is an Eagle County Employee subject to a Community Housing Deed Restriction that is executed and recorded prior to occupancy and upon conveyance to a third party, which is substantially in the form attached hereto as EXHIBIT C: EAGLE COUNTY EMPLOYEE DEED RESTRICTION. No funds shall be provided by the Town as a condition of executing and recording the Eagle County Employee Deed Restriction on such residential units. The tax and fee waivers set forth in Section 5 shaII be the only consideration for the obligation of Developer to execute and record the Eagle County Employee Deed Restriction. The execution and recording of the Eagle County Employee Deed Restriction shall be a condition to the use and occupancy of such residential units. 9. Vested Rights. In accordance with and subject to the provisions of C.R.S. §24-58-1Of et. seq., Developer shall have the vested right to deveIop the Development pursuant to the Development Approvals once they are obtained. This Agreement shall not preclude the application to Developer of changes in laws, regulations, plans, or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations. In the event changes in the law prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with the law and according to the Town's terms. In the event of a change of law, the Developer and Town shall take action as may be reasonably required in good faith to meet the intent of this Agreement. Hidden VaIley Estates Tract V Development Agreement August 29, 2023 Page 6 202312321 Docustgn Envelope ID: 95830D73-CBgD-402A-sACs-85AC86FEAOFO 10. Permitted Uses. 10.1. During the Term of this Agreement the use of any portion of the Development for which Tax and Fee Waivers have been provided by the Town shall be restricted to Community Housing subject to a Deed Restriction approved by the Town as described in this Agreement and as described in the Avon Municipal Code. 10.2. The permitted density and intensity of use of the Development, the maximum height, bulk and size of the proposed building, and the location of public improvements and public utilities, and other terms and conditions of development applicable to the Development shall be as set forth in the Development Plan and SIA approved by the Town. Nothing contained in this Agreement requires the Town to approve the Development and the processing of the Development Plan and SIA shall occur as with any other development application. 10.3. In the event that this Agreement is terminated, the permitted use of the property shall be governed by the underlying zoning in effect and as may be amended from time to time, provided that the Developer, as owner of the Property, shall be required to reimburse Town for any and all Tax and Fee Waivers for that portion of the Property which was not developed as Community Housing. Reimbursement of any and all Tax and Fee Waivers that are due shall be a condition of the Town accepting any development application or building permit for any use after termination of this Agreement. This provision shall be a covenant that runs with the land for the benefit of the Town and shall survive termination of this Agreement. 11. Default; Termination. Any failure by either party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other party, unless such period is extended by written mutual consent, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such thirty (30) day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such thirty (30) day period. Upon the occurrence of a default tinder this Agreement, the non -defaulting party may take action pursuant to the Code or institute legal proceedings to enforce the terms of this Agreement. If the default is cured, then no default shall exist, and the noticing Party shall take no further action. Notwithstanding anything to the contrary contained herein, neither Party shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of war, a pandemic for which a disaster emergency is declared by the Governor, insurrection, strikes or other labor disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, restrictions imposed or mandated by other governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environmental regulations, or similar basis for excused performance which is not within the Hidden Valley Estates Tract Y DeveIopment Agreement August 29, 2023 Page 7 2023'12321 DocuSign Envelope ID. 9583OD73-CI39D-402A-8AC8-85AC86FEAOFG reasonable control of the Party to be excused. Upon the request of either Party hereto, an extension of time, including an extension of applicable contract dates, for such cause shall be granted in writing for the period of the enforced delay, or Ionger as may be mutually agreed upon. 12. Defense and Indemnity. 12.1. Developer's Actions. Developer shall hold harmless and indemnify Town and its elected and appointed officers, agents, employees, and representatives from claims, costs, and Iiabilities for any personal injury, death, or physical damage (including inverse condemnation) which arises directly or indirectly, as a result of the construction of the Development, or of operations performed under this Agreement, by Developer or by Developer's contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer's contractors, subcontractors, or any one or more persons directly or indirectly employed by, or acting as agent for, Developer or any of Developer's contractors or subcontractors. 12.2. Town's Actions. Nothing in this section shall be construed to mean that Developer shall indemnify or hold the Town or its elected and appointed representatives, officers, agents and employees harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from any act or omission of the Town with regard to improvements that have been offered for dedication and accepted by Town for maintenance. Nothing contained herein is intended to nor shall be construed as a waiver of the Town's governmental immunity under state or federal Iaw. 13. No Agenev, Joint Venture or Partnership. It is specifically understood and agreed to by and between the parties that: (1) the subject Development is a private development; (2) the Town has no interest or responsibi I ities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Town accepts the same pursuant to the provisions of this Agreement or in connection with the Development Approvals (as defined in the Recitals above); (3) Developer shaI€ have full power over and exclusive control of construction of the Development on the Property subject to the approvals and Conditions of Approval of the Town; and (4) the Town and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between Town and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between Town and Developer. 14. MisceIlaneous Provisions. 14.1. Assignment. This Agreement may not be assigned by the Developer to any party that does not take title to the Development without the prior written consent of the Town, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event the Developer desires to assign its rights and obligations herein, it shall so notify the Town in writing together with the proposed assignee's written agreement to be bound by the terms and conditions contained herein. Hidden Valley Estates Tract Y Development Agreement August 29, 2023 Page 8 202312321 Dow&gn Envelope ID. 95830D73-C690-40ZA-8AC8-85AC86FEAOF0 14.2. Waiver of Defects. In executing this Agreement, the Developer waives all objections it may have concerning defects, if any, in the formalities whereby it is executed, or concerning the power of the Town to impose conditions on the Developer as set forth herein, and concerning the procedure, substance, and form of the ordinances or resolutions adopting this Agreement. 14.3. Amendments. This Agreement shall not be amended, except by subsequent written agreement of the Parties. 14.4. Release of Liability. It is expressly understood that the Town cannot be legally bound by the representations of any of its officers or agents or their designees except in accordance with the Town of Avon Municipal Code and Ordinances and the laws of the State of Colorado, and that the Developer, when dealing with the Town, acts at its own risk as to any representation or undertaking by the Town officers or agents or their designees which is subsequently held unlawful by a court of law. 14.5. Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof. 14.6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns. 14.7. Invalid Provision. If any provisions of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof, al of which other provisions shall remain in full force and effect. It is the intention of the parties hereto that, if any provision of this Agreement is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 14.8. Governing Law. The laws of the State of Colorado shall govern the validity, performance, and enforcement of this Agreement. Should either party institute legal suit or action for enforcement of any obligation contained herein, it is agreed that the venue of such suit or action shall be in Eagle County, Colorado. 14.9. Attorneys' Fees Survival. Should this Agreement become the subject of litigation, each party shall be responsible for its own costs and attorneys' fees, with the exception that each party may seek attorneys' fees for frivolous claims as allowed under Colorado rules of civil procedure. 14.10. Authority. Each person signing this Agreement represents and warrants that he is fully authorized to enter into and execute this Agreement, and to bind the Party it represents to the terms and conditions hereof. Hidden Valley Estates Tract Y DeveIopment Agreement August 29, 2023 Page 9 2023'12321 DacuSign Envelope ID; 95830D73-CBgD-402A-BAC8-85AC86FEAOFO 14.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the saute instrument. 14.12. Notice. All notices required under this Agreement shall be in writing and shall be hand -delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties herein set forth, or sent by email to the email addresses stated below. All notices so given shall be considered effective 72 hours after deposit in the United States mail with the proper address as set forth below. Email notices shall be deemed received on the date that the recipient acknowledges receipt. Party by notice so given may change the address to which future notices shall be sent. Notice to Town: Town of Avon Attn: Town Manager P.O. Box 975 Avon, CO 81620 Telephone: 970-748-4004 Email: townmanaaer@avon.org And: Town of Avon Attn: Town Attorney P.O. Box 975 Avon, CO 81620 Telephone: 970-748-400 I Email: townattorneygavon.orrg If to Developer: Hidden Valley Development LLC, A Colorado Limited Liability Company P.O. Box 516 Avon, CO 81620 Telephone: 970-904-5226 Email: sean.reynoldscorp@gmail.com 14.13. Construction. Each reference in this Agreement to any of the Development Approvals shall be deemed to refer to the Development Approval as it may be amended from time to time pursuant to the provisions of this Agreement, whether or not the particular reference refers to such possible amendment. 14.14. Covenants Running with the Land. Ali of the provisions contained in this Agreement constitute covenants running with the land. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Property. [SIGNATURE PAGE FGLL0WSJ Hidden Valley Estates Tract Y Development Agreement August 29, 2023 Page 10 2023'12321 Docu5ign Envelope ID: 8583DD73-CB8D-402A SACS-85AC86FEAQFo IN WITNESS WHEREOF, this Agreement has been entered into by and between the Town and Developer as of the date and year first above written. dkl6 ie®,F AVDN DocnS1gnedby, By: Amy Phillips, Mayor Attest: Miguel Casanueva, Town Clerk � �D AS TO FOR: RYrfl n an, Town Attorney DEVELOPER: Docu Signed Ly: 5+ STATE OF COLORADO ss. COUNTY OF The foregoing Development Agreement was acknowledged before me this 2023 by , as , the Developer under this Agreement. Witness my hand and official seaI.\ My commission expires: Hidden Valley Estates Tract Y DeveIopment Agreement August 29, 2023 Page II 20231232/ Notary Public day of of DocuSign Envelope ID: 95830D73-CBgD-402A-8ACB-85AC86FEAOFO EKHBIT A LEGAL DESCRIPTION TRACT Y, FINAL PLAT, MOUNTAIN STAR FILING NO. 3, ACCORDING TO THE PLAT RECORDED JANUARY 23, 1997, IN BOOK 717 AT PAGE 2, COUNTY OF EAGLE, STATE OF COLORADO Hidden Valley Estates Tract Y DeveIopment Agreement August 29, 2023 Page 12 202312321 DocuSign Envelope ID: 95830D73-CBgD-402A-8AC8-85AC86FEAOFO EXHIBIT B BUYER OCCUPIED DEED RESTRICTION (NON -PRICE CAPPED) Hidden Valley Estates Tract Y Development Agreement August 29, 2023 202312321 DocuSlgn Envelope ID: 95830D73-CSgD-402A-BACB-85AC86FEAOFO EXHIBIT B TOWN OF AVON _ BUYER OCCUPIED DEED RESTRICTION (NON -PRICE CAPPED) THIS COMMUNITY HOUSING DEED RESTRICTION ("Deed Restriction") is entered into on 202 (the "Effective Date") by and between the Town of Avon, Colorado, a Colorado home rule municipality with an address of 100 Mikaela Way, P.O. Box 975, Avon, Colorado 81620 ("Town"), and [DEVELOPMENT ENTITYI, with an address of PO Box 2181, Edwards, Colorado 81632 (collectively "Declarant") (each individually a "Party" and collectively the "Parties"). WHEREAS, Declarant owns the real property and the improvements situated thereon, located at , Avon, Colorado 81620 and more particularly described in Exhibit A hereto ("Property"); and WHEREAS, in exchange for the tax and fee waivers approved in the Tract Y Development Agreement and for the approval of Community Housing development, and in compliance with the stated conditions in the Tract Y Development Agreement, Declarant has agreed to place certain restrictions on the use of the Property for the benefit of the Town by requiring occupancy of the Property as defined below. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is mutually acknowledged, the Parties agree as follows. COVENANTS 1. Restriction and Recording. The Property is hereby burdened with the covenants and restrictions specified in this Deed Restriction. The use and development of the Property shall be restricted solely and exclusively to residential development for Community Housing as specified in this Deed Restriction and commercial and light industrial uses permitted by the underlying zone district shall not be permitted. The Town shall record this Deed Restriction against the Property at Declarant's expense. 2. Definitions. The following definitions shall apply to terms used in the Deed Restriction: a. Buyer means a Qualified Owner who purchases the Property from an Owner. b. Eagle County Employee means an employee working in Eagle County who works an average of at Ieast thirty-two (30) hours per week for at least eight (8) months in each calendar year or earns seventy-five percent (75%) of his or her income and earnings by working in Eagle County; or a retired individual, sixty (60) years or older, who has worked a minimum ❑f five (5) years in Eagle County for an average of at Ieast thirty (30) hours per week for at feast eight (8) months in each calendar year; or a person who derives income from self-employment whose business is situated in Eagle County; or a E►hihir B- Form of Buyer Occupied Deed Restriction Page I of I I 202312321 DocuSign Envelope ID: 95830D73-CB9D-402A-BAC8-85AC86FEAOFO person who works for an employer outside Eagle County if that person can demonstrate that such residence is the primary residence for that person. C. Non-Qualijftlied Resident means any person who does not meet the definition of Qualified Owner including persons who originaIIy qualified as a Qualified Resident but whose circumstances change and who no longer meet the definition of Qualified Resident. d. Owner means any Person as defined in Section 3.12.020 of the Avon Municipal Code, as amended who acquires an ownership interest in the Property, subject to the conditions contained herein, and may include either a Qualified Owner or Non - Qualified Owner, as the context requires. e. Primary Residence means the occupation and use of a residence as the primary residence, which shall be determined by the Town Manager by taking into account the following circumstances: voter registration in Avon, Colorado (or signing an affidavit stating that the applicant is not registered to vote in any other place); stated address on Colorado driver's license or Colorado identification card; stated address on motor vehicle registration; ownership or use of other residences not situated in Avon, Colorado; stated residence for income and tax purposes; and such other circumstances as well as such processes for verification and investigation deemed appropriate by the Town Manager to detennine that the applicant is continuously occupying and using the residence as a primary residence. Primary residence status may be maintained if unforeseen circumstances arise that requires the resident Eagle County Employee to temporarily leave the residence for a period not to exceed nine (3) months with the intent to return, and the residence is leased to another Eagle County EmpIoyee(s) after receiving written approval from the Town Manager. f Qualified Resident means an Eagle County Employee who occupies the Property as their Primary Residence. g. Second Home shall mean the status of the Property when used by any person who has a Primary Residence that is Other than the Property. h. Short Term Rental shall mean the rental or lease of the Property for a period of time that is fewer than thirty (30) days. i. Town shall include employees of the Town of Avon or subcontractors retained by the Town who are tasked with enforcing Deed Restriction agreements. 3. Ownership and Use of the Property. a. Recording. Immediately upon execution of this Deed Restriction by the Town and Declarant, the Town shall cause this Deed Restriction to be recorded against the Property in the real property records of . b. Ownership. Ownership of the Property shall be limited to a Qualified Owner (who may take title with such Qualified Owner's spouse or civil union partner. Ex hi hit B: Form of Buyer occupicd Deed Restriction Page 2 of I I 2023'12321 DowSign Envelope ID: 95830D73-CB9D-402A-8AC8-85AC86FEADFO C. Occupancy and Use. During the first three (3) years of ownership by the Owner, the Owner shall occupy and use the Property as the Owner's Primary Residence. On and after the third anniversary of the Owner's acquisition of the Property, occupancy and use of the Property may include, but shall be limited to, (1) the Qualified Owner for their occupancy and use as a Primary Residence or (2) one or more Eagle County Employees for occupancy and use as a Primary Residence. Permitted occupancy and use shall include immediate family members of the Qualified Owner or such Eagle County Employee or Employees and temporary invitees who do not provide compensation for temporary residence at the Property. Any lease of the Property by the Owner shall be to an Eagle County Employee or Employees for use as a Primary Residence for periods of thirty (30) days or Ionger. Use or lease of the Property as a Second Horne or for Short Term Rental is prohibited. Any use or lease of the Property which is not allowed or is prohibited by this Deed Restriction shall constitute a default and shall be subject to the enforcement provisions and remedies contained in this Deed Restriction. d. Exceptions. 1t shall not be deemed a violation of Sections 3(b) or (c) above if: i. The resident Eagle County Employee becomes disabled and is no longer able to work as determined by the Town in its sole exclusive discretion; or ii. The resident Eagle County Employee has Iost full-time employment and is actively seeking reemployment, not to exceed ninety (90) days after loss of employment; or iii. The Property is unoccupied and the Owner of the Property is actively seeking to sell or lease the Property to an Eagle County Employee, provided that the period of vacancy of the Property shall not exceed twelve (12) months. e. Owner covenants that the Owner shall not permit any occupancy, use or lease of the Property in violation of this Section 3. f Owner covenants that any lease of the Property shall include a reference that such lease is subject to the terms and conditions of this Deed Restriction, inc Iudin- but not Iimited to restrictions on the use and occupancy of the Property and cooperation on providing required documentation for verification of Eagle County Employee and Primary Residence status. g. No later than February 1 st of each year, the Owner of the Property shall submit to the Town a certification setting forth evidence establishing that the Property's occupancy and use complies with this Deed Restriction on a form provided by the Town, which form shall be sent to the address of record of the Owner according to the Eagle County Assessor's Office. 4. Re -Sale Controls. The Property may not be sold or otherwise transferred to any person other than a Qualified Owner in accordance with the procedures for prior verification contained in this Section 4. Exhibit B: Form of Buyer Orcupied Deed Restriction Page 3 of II 2023'12321 DoeuSign Envelope ID: 95830D73-CBgD-402A-8AC8-85ACSSFEAOFD a. Owner shall deliver to the Town a written notice of intent to sell the Property which notice shall include the name(s) of the Buyer(s) and all information required to determine whether the Buyer(s) meets the definition of Qualified Owner. b. Buyer(s) shall submit an administrative fee in the amount of TWO HUNDRED AND FIFTY DOLLARS ($250.00) to the Town to pay for the cost of reviewing and rendering a determination as to whether a prospective Buyers) meets the definition of a Qualified Owner. The administrative fee may be increased by the Town Council over time by an amount equal to annual increases in the Consumer Price Index for All Urban Consumers for the Denver -Aurora -Lakewood, Colo., metropolitan area as defined by the United States Bureau of Labor Statistics (or such other Consumer Price Index as may be adopted by the United States Bureau of Labor Statistics for Colorado) to cover the Town's costs associated with processing the application. C. Once the Town has received complete information concerning the prospective Buyers(s) and has received the administrative fee, the Town shall review the information and make a written determination as to whether the Buyers) meets the definition of a Qualified Owner within a reasonable time and not to exceed thirty (30) days. d. The Town may require the Buyer to reimburse the Town for any additional costs that are incurred in the review and determination of whether a Buyer(s) meets the definition of a Qualified Owner, including but not limited to legal costs, title review costs, and investigation costs if reasonably required by the Town to complete its investigation. e. The Owner may self and convey the Property to the Buyer(s) that is determined in writing by the Town to be a Qualified Owner. f. Upon sale and conveyance of the Property by Owner to a Buyer, the Buyer shall be subject to the same occupancy and use requirements set forth in Section 3(c) herein. 5. Default by Owner. If the Town has reasonable cause to bei ieve that the occupancy or use of the Property is in violation of any provision of this Deed Restriction, the Town may inspect the Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, after providing the Owner and occupants with at least twenty four (24) hours written notice. Notice to the occupants may be given by posting notice on the door to the Property. This Deed Restriction shall constitute permission to enter the Property during such times upon such notice without further consent. A default by Owner shall include breach of the covenants set forth in this Deed Restriction, including without limitation any of the following: a. Transfer or conveyance of the Property to a person or entity that is not a Qualified Owner. b. Acceptance of the Property by a person or entity that is not a Qualified Owner. C. Transfer or conveyance of the Property to a person who is a Qualified Owner prior to obtaining certification from the Town that such person is a Qualified Owner. Exhibit B. Farm of Buyer occupied Beets Rest riclion Page d of I I 202312321 DocuSign Envelope ID: 96830D73-CBgD-402A-8AC8-85AC86FEAOFO d. Any ownership, use or occupancy of the Property in violation of Section 3 above, including, without Iimitation, any lease of the Property to a person or entity that is not an Eagle County Employee. e. Failure to submit an annual certification of occupancy and use as described in Section 3.g above. f. FaiIure to make payments and comply with the terms of any deed of trust placed on the Property. g. Any action by the Owner to encumber the Property in a manner that conflicts with the terms of this Deed Restriction or renders compliance with the terms of this Deed Restriction impossible or impractical. h. Permitting the use of the Property as a Short Term Rental or Second Home. G. Notice and Cure. In the event a violation of this Deed Restriction is discovered, the Town shall send a written notice of default to the Owner detailing the nature of the default and providing sixty-five (65) days for the Owner to cure such default. Notwithstanding the foregoing or any other term of this Deed Restriction, a default for lease or use of the Property as a Short Term Rental or a Second Home shall be cured by the Owner immediately. The notice shall state that the Owner may request an appeal of the violation finding in writing within ten (I0) days of such notice, in which event the Town shall administratively review the finding and, if the violation finding is upheld, the Owner may request in writing within ten (I0) days of such administrative decision a hearing before the Avon Town Council. A decision of the Avon Town Council may only be judicially appealed in the District Court of Eagle County pursuant to C.R.C.P. 106. If no administrative or Town Council appeal is timely requested in writing and the violation is not cured within sixty-five (65) days of mailing the notice of default, the Owner shall be deemed to be in violation of this Deed Restriction. If an administrative or Town Coil ncii appeal is requested, the decision of the Avon Town Council (or administrative decision if such decision is not timely appealed to the Town Council) shall be final for the purpose of determining if a violation has occurred and, if such violation is not cured within sixty-five (65) days of such final determination, the Owner shall be deemed to be violation of this Deed Restriction. If a decision of the Avon Town Council is judicially appealed, an order of the Court confirming the violation shall be final for the purpose of determining if a violation has occurred and, if such violation is not cured within sixty-five (65) days of such final determination, the Owner shall be deemed to be violation of this Deed Restriction. In the event of any Iease to a person who is not an Eagle County Employee or use of the Property as a Short Terra Rental or Second Home, any amounts collected or receipt of other things of value by the Owner or assigns under such leases shall be paid to the Town as a material requirement of curing the notice of default. 7. Remedies. In the event of violation, non-performance, default or breach of any term of this Deed Restriction by the Owner, Town shalI have the right to enforce Owner's obligations herein by an action for any equitable remedy, including injunction or specific performance, as Es hi hit R. Farm of Buyer occupies[ heed Restriction rage 5 of II 2023'12321 DocuSign EnveIope ID: 95830D73-CB90-402A-8AC8-85AC86FEAOFD well as pursue an action to recover damages. In addition, any amount due and owing to the Town shaII bear interest at the rate of one and one half percent (1.5%) per month (eighteen percent jI 8%I per annum, compounded annually) until paid in full. The Town shall be entitled to recover any costs related to enforcement of this Deed Restriction, including but not limited to attorney's fees, court f Iing costs and county recording costs. In addition to any other remedy provided by law or equity, the Town may attach a Iien for any amount due to the Town upon the Property and enforce the Iien in the manner and according to the procedures set forth in Colorado Revised Statutes, Section 31-20-105, and the Owner expressly waives any objection to the attachment of a lien for amounts due to the Town. In the event of a transfer or conveyance of the Property that violates the terms of this Deed Restrictions and constitutes a violation of this Deed Restriction, both the grantor and grantee shall be jointly and severally liable for any damages and costs due under this Deed Restriction. 8. Liquidated Damages. The parties acknowledge and agree that in the event of a violation of this Deed Restriction by the Owner, the determination of actual monetary damages would be difficult to ascertain. Therefore, the Town and Owner hereby agree that Iiquidated damages shall be calculated and applied in the amount of THREE HUNDRED DOLLARS ($300.00) per day for each day that the Owner is in violation of this Deed Restriction after having failed to timely cure the violation of this Deed Restriction. Liquidated damages shall be in addition to the Town's ability to recover costs as stated in Section 7 above. Liquidated damages shall be in addition to the Town's right to seek equitable remedies of injunction and/or specific performance. In the event of any lease or use of the Property as a Second Home or Short Term Rental, any amounts collected or receipt of other things of value by the Owner or assigns under such leases shall be paid to the Town as liquated damages as demanded by the Town (in lieu of the $300 daily liquidated damages), including such amounts collected or received by Owner prior to receipt of a Notice of Default and prior expiration of a sixty-five (65) day period to cure, and such amounts shall be in addition to the right of the Town to recover costs and seek equitable remedies. 9. Freddie Mae and Fannie Mae. Notwithstanding the foregoing, in the event that the Federal Home Loan Mortgage Corporation ("Freddie Mac") or the Federal National Mortgage Association ("Fannie Mae") holds or is assigned a deed of trust for the Property, the rights of the Town pursuant to the provisions of Sections 7 and 8 shalI be subordinate to such deed of trust and such deed of trust shall unconditionally be and remain at all times a lien or charge on the Home, prior and superior to the lien or charge of the Town. Until repayment in full of the deed of trust, the Town shall not exercise any of its rights or remedies with respect to Sections 7 or 8. 10. ReIease of Deed Restriction in Event of Foreclosure or Deed in Lieu. a. An Owner shall notify the Town, in writing, of any notification received from a tender of past due payments or defaults in payments or other obligations within five (5) days of receipt of such notification. b. An Owner shall immediately notify the Town, in writing, of any notice of foreclosure under the first deed of trust or any other subordinate security interest in the Property, or when any payment on any indebtedness encumbering the Property is required to avoid Exhibit $: Form of Buyer Occupied Deed Restriction Page 6 of I I 2023'12321 DocuSEgn Envelope ID: 85830073-CB3D-402A-8AC8-85AC8EFEAOF0 foreclosure of the first deed of trust or other subordinate security interest in the Property. C. Within sixty (60) days after receipt of any notice described herein, the Town may (but shall not be obligated to) proceed to make any payment required to avoid foreclosure. Upon making any such payment, the Town shall place a lien on the Property in the amount paid to cure the default and avoid foreclosure, including all fees and costs resulting from such foreclosure. d. Notwithstanding any other provision of this Deed Restriction (but subject to Section 10.f below), in the event of a foreclosure, acceptance of a deed-in-Iieu of foreclosure, or assignment, this Deed Restriction shall remain in full force and effect, including without limitation Section 4 hereof, restricting Transfer of the Property. e. The Town shall have thirty (30) days after issuance of the public trustee's deed or the acceptance of a deed in lieu of foreclosure by the holder in which to purchase by tendering to the holder, in cash or certified funds, an amount equal to the bid price or the redemption price paid by the holder, interest in the amount of eight (8) percent per annum from the date of the issuance of the public trustee's deed or the recording of a deed in Iieu of foreclosure through the date of the Town's purchase. f. Notwithstanding Section ICA above, in the event that the Property is encumbered by a mortgage or deed of trust insured by the U.S. Department of Housing and Urban Development ("HUD") and representing a purchase money first priority mortgage or deed of trust, this Deed Restriction shall automatically and permanently terminate upon foreclosure of such mortgage or deed of trust, upon acceptance of a deed in lieu of foreclosure of such mortgage or deed of trust, or upon assignment of such mortgage or deed of trust to HUD. 11. Option to Purchase. In the event of default by the Owner which is not cured, or upon receipt of a notice of foreclosure or other notice of default provided by the holder of a deed of trust, lien or other encumbrance as provided in Section 10 above (whichever is earlier), the Town shall have the option to purchase ("Option to Purchase") the Property in accordance with the procedures and terms set forth as follows: a. The Town shall have an Option to Purchase for sixty-five (65) days after receipt of notice as provided above ("Option Period"). b. The Town shall have right of entry onto and into the Property during the Option Period to inspect the Property. C. The Town shall have the right to purchase the Property for the amount due to the holders of any deeds of trust, liens or other encumbrances (together with interest, fees and costs expressly chargeable under deed of trust, lien or other encumbrance instrument), which amounts shall be paid in order of priority of the holders of such deeds of trusts, liens or other encumbrances provided that this Deed Restriction shall remain in effect and burden the Property after acquisition by the Town and upon re - conveyance to a subsequent Owner. ExhibiI B: Form of Buyer Oceupied Dced Res iricfion Page 7of11 2023'12321 DocuSign Envelope ID: 9583Db73-CB9D-402A 8AC8-85AC86FEA4FO d. The Town shall have the right to assign the Town's right to purchase the Property to any Qualified Owner provided that this Deed Restriction shall remain in effect and burden the Property. e. Upon payment by Town or assigns, Owner shall convey title to the Property by a special warranty deed in accordance with Colorado Revised Statute §38-30-I I5 and shall include the words, "and warrant title against all persons claiming under me." f. Normal and customary closing costs shall be shared equally between the Owner and Town or Town's assigns. The Town or assigns shall be responsible, at its cost, for any and aII title insurance fees, document fees, and recording fees of the deed. Taxes shall be prorated Based upon taxes for the calendar year immediately preceding closing. g. If the Town or assigns do not exercise the Option to Purchase during the Option Period, then the holder of a deed of trust shall nonetheless remain subject to this Deed Restriction as provided in Section I O.d above, subject, however, to Section I0.f above. In the event that Town's Option to Purchase arises from a default by Owner and not a notice of foreclosure or notice of default submitted by the holder of a deed of trust to the Town, then the Town may unilaterally extend the Option Period until such time as Town, or assigns, exercise the Option to Purchase or the Owner cures any and all defaults. 12. Tax Sale. In the event of a tax sale this Deed Restriction shall remain in full force and effect, shall run with and burden the land, and shall constitute a condition of the subdivision and land use approval which shall survive and sale of the Property through a tax Iien sale process. 13. General Provisions. a. Severability. If any term, provision, covenant or condition of this Deed Restriction is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Deed Restriction shall continue and remain in full force and effect. b. Counting Days. If the final day of any notice, default or other event falls on a Saturday, Sunday, legal holiday recognized by the State of Colorado or day upon which the Avon Town Hall is closed for any reason, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, legal hoIiday or day that the Avon Town Hall is closed. C. Waiver. No waiver of one or more of the terms or provisions of this Deed Restriction shall be effective unless provided in writing. No waiver of any term or provision of this Deed Restriction in any instance shall constitute a waiver of such provision in any other instance. The Town Council may provide a waiver along with any conditions of the waiver with regard to any of the terms and provisions in this Deed Restriction where unusual or unforeseen circumstances exist and the Owner is diligently seeking to cure a default and such waiver, with conditions if any, supports the purpose and intention of this Deed Restriction. Exhibit B. Form of Buyer Occupied Deed Restriction Page 8 of I I 2023'12321 iDocuSign Envelope ID: 8583OD73-CB9D-402A 8AC8-85AC85FEAOFD d. Amendment. This Deed Restriction may only be amended in writing by the mutual agreement of the Owner and the Town and recorded with the CIerk and Recorder's Office of Eagle County, Colorado. e. Recording. The Owner shall record this Deed Restriction in the Property Records of Eagle County, Colorado and the original executed and record documents must be returned to the Town. f. Assignment. The Town may assign this Deed Restriction and all rights and obligations, without consent of the Owner, to any other public entity, non-profit corporation or other entity which is organized and exists for the purpose to provide and promote affordable housing for full time residents. g. No Third -Party Beneficiaries. Nothing contained in this Deed Restriction is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party. h. Choice of Law. This Deed Restriction shall be governed and construed in accordance with the laws of the State of Colorado. Venue for any legal action arising from this Deed Restriction shall be in Eagle County, Colorado. i. Successors. Except as otherwise provided herein, the provisions and covenants contained herein shall inure to and be binding upon the heirs, successors and assigns of the Parties. The covenants shall be a burden upon and run with the Property for the benefit of the Town or the Town's assigns, who may enforce the covenants and compel compliance therewith through the initiation of judicial proceedings for, but not limited to, specific performance, injunctive relief, reversion, eviction and damages. j. Section Headings. Paragraph or section headings within this Deed Restriction are inserted solely for convenience of reference and are not intended to and shall not govern, limit or aid in the construction of any terms or provisions contained herein. k. Gender and Number. Whenever the context so requires in this Deed Restriction, the neuter gender shall include any or all genders and vice versa and the use of the singular shall include the plural and vice versa. 1. Notice. Any notice, consent or approval, which is required to be given hereunder, shall be given by either depositing in the U.S. Mail with first class postage pre -paid; mailing by certified mail with return receipt requested; sending by overnight delivery with a nationally recognized courier service that delivers to the physical address of the Property; or, by hand- delivering to the intended recipient. Notices shall be provided to the Town of Avon at P.Q. Box 975, 100 Mikaela Way, Avon, CO 81620. Notices shall be provided to Owner at the address provided by the Eagle County Assessor's office. Exhibit B: Form of Buyer Occupied Deed Restriction Page 9 of 11 2023'12321 RocuSign Envelope ID: 9583©D73-C89R-402A-8AC8-85AC86FEAOFO IN WITNESS WHEREOF, the Owner and Town have execrated this instrument on the day and the year first written above. ECLARANT: Name: Its: STATE OF COLORADO ss. COUNTY OF EAGLE The foregoing instrument was subscribed, sworn to and acknowledged before me this _ day of , 202_, by , as the owner of the real property described above. Witness my hand and official seal. My commission expires: TOWN OF AVON, COLORADO: M. Eric Heil, Town Manager Exhibit B. FOTM of Buyer Occupied Deed Restriction Page 10 of 11 20231232/ Notary Public Attest: Brenda Torres, Town Clerk DocuSign Envelope ID: 95830D73-CB9D-402A-8AC8-85AC86FEAOFO Exhibit A [Insert Property Legal Description] Exhibit B: Form of Buyer Occupied Deed Restriction Page 11 of 11 202312321 DocuSign Envelope ID: 95830D73-CBgD-402A-8AC8-85AC86FEAOFO EXHBIT C EAGLE COUNTY EMPLOYER DEED RESTRICTION (NON -PRICE CAPPED) Hidden Valley Estates Tract Y Development Agreement August 29, 2023 202312321 DacuSign Envelope ID: 95830D73-CB90-402A-8AC8-85AC86FEAOFD TOWN OF AVON EAGLE COUNTY EMPLOYEE DEED RESTRICTION (NON -PRICE CAPPED) THIS COMMUNITY HOUSING DEED RESTRICTION ("Deed Restriction") is entered into on 202� (the "Effective Date") by and between the Town of Avon, Colorado, a Colorado home rule municipality with an address of 100 MikaeIa Way, P.O. Box 975, Avon, Colorado 8I620 ("Town"), [DEVELOPMENT ENTITY], with an address of PO Box 218I, Edwards, Colorado 81632 (the "Declarant") (each individuaIIy a "Party" and collectively the "Parties"). WHEREAS, Declarant owns the real property and the improvements situated thereon, located at , Avon, Colorado 81620 and more particularly described in Exhibit A hereto ("Property"); and WHEREAS, in exchange for the tax and fee waivers approved in the Tract Y Development Agreement and for the approval of Community Housing development, and in compliance with the stated conditions in the Tract Y Development Agreement, Declarant has agreed to place certain restrictions on the use of the Property for the benefit of the Town by requiring occupancy of the Property by at least one Qualified Resident, as defined below. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is mutually acknowledged, the Parties agree as follows: COVENANTS 1. Restriction and Recording. The Property is hereby burdened with the covenants and restrictions specified in this Deed Restriction. The use and development of the Property shall be restricted solely and exclusively to residential development for Community Housing as specified in this Deed Restriction and commercial and light industrial uses permitted by the underlying zone district shall not be permitted. The Town shall record this Deed Restriction against the Property at Declarant's expense. 2. Definitions. The following definitions shall apply to terms used in the Deed Restriction: a. Eagle Colony Employee means an employee working in Eagle County who works an average of at least thirty-two (30) hours per week for at least eight (8) months in each calendar year or earns seventy-five percent (75%) of his or her income and earnings by working in Eagle County; or a retired individual, sixty (60) years or older, who has worked a minimum of five (5) years in Eagle County for an average of at least thirty (30) hours per week for at least eight (8) months in each calendar year; or a person who derives income from self-employment whose business is situated in Eagle County; or a person who works for an employer outside Eagle County if that person can demonstrate that such residence is the primary residence for that person. Ex hi hit C. Dorm of Eagle County Employee Deed Res rrirtion Page 1 of iU 202312321 DocuSign Envelope ID. 8583OD73-CBGD-402A-8AC8-85AC86FEAOFO h. Owner means any Person as defined in Section 3.12.020 of the Avon Municipal Code, as amended who acquires an ownership interest in the Property, subject to the conditions contained herein, and may include either a Qualified Owner or Non - Qualified Owner, as the context requires. C. Primary Residence means the occupation and use of a residence as the primary residence, which shall be determined by the Town Manager by taking into account the following circumstances: voter registration in Avon, Colorado (or signing an affidavit stating that the applicant is not registered to vote in any other place); stated address on Colorado driver's license or Colorado identification card; stated address on motor vehicle registration; ownership or use of other residences not situated in Avon, Colorado; stated residence for income and tax purposes; and such other circumstances as well as such processes for verification and investigation deemed appropriate by the Town Manager to determine that the applicant is continuously occupying and using the residence as a primary residence. Primary residence status may be maintained if unforeseen circumstances arise that requires the resident Eagle County Employee to temporarily leave the residence for a period not to exceed nine (9) months with the intent to return, and the residence is leased to another Eagle County EmpIoyee(s) after receiving written approval from the Town Manager. d. Qualified Resident means an Eagle County Employee who occupies the Property as their Primary Residence. e. Non -Qualified Resident means any person who does not meet the definition of Qualified Resident, including persons who originally qualified as a Qualified Resident but whose circumstances change and who no Ionger meets the definition of Qualified Resident. f. Second Home shall mean the status of the Property when used by any person who has a primary residence that is other than the Property. g. Short Term Rental shall mean the rental or lease of the Property for a period of time that is fewer than thirty (30) days. h. Town shall include employees of the Town of Avon or subcontractors retained by the Town who are tasked with enforcing Deed Restriction agreements. 3. Ownership and Use of the Property. a. Recording. Immediately upon execution of this Deed Restriction by the Town and Declarant, the Town shaI I cause this Deed Restriction to be recorded against the Property in the real property records of Eagle County. b. Occupancy and Use. The Property shall be occupied by at least one (1) Qualified Resident. Permitted occupancy and use shall include immediate family members of the Qualified Resident(s)and temporary invitees who do not provide compensation for temporary residence at the Property. Any lease of the Property shall be for periods of thirty (30) days or longer. Use or lease of the Property as a Second Home Exhihit Q Form nF Eagle Cnunty Employee Deed Restriction Page 2 of I0 202312321 Docu5ign Envelope ID. 9583OD73-C890-402A-8AC8-85AC86FI=A4F0 or for Short Term Rental is prohibited. Any use or lease of the Property that is not allowed or is prohibited by this Deed Restriction shall constitute a default of this Deed Restriction and shall be subject to the enforcement provisions and remedies contained in this Deed Restriction against the Owner. C. Exceptions. It shall not be deemed a violation of Sections 3(a) or (b) above if L The occupant of the Property who was a Qualified Resident at the time their occupancy began becomes a Non -Qualified Resident because the occupant becomes disabled and is no longer able to work as determined by the Town in its sole exclusive discretion; or ii. The occupant of the Property who was a Qualified Resident at the time their occupancy began becomes a Non -Qualified Resident because the occupant has lost full-time employment and is actively seeking reemployment, not to exceed ninety (90) days after loss of employment; or iii. The Property is unoccupied and the Owner of the Property is actively seeking to sell or lease the Property to a Qualified Resident, provided that the period of vacancy of the Property shall not exceed twelve (12) months. d. Every Owner, by taking title to the Property, covenants that the Owner shall not permit any occupancy, use or Iease of the Property in violation of this Section 3. C. Every Owner, by taking title to the Property, covenants that any Iease of the Propety shall include a reference that such lease is subject to the terms and conditions of this Deed Restriction, including but not limited to restrictions on the use and occupancy of the Property and cooperation on providing required documentation for verification of Qualified Resident status. f. No Iater than February Ist of each year, the Owner shall submit to the Town a certification setting forth evidence establishing that the occupancy and use of the Property complies with this Deed Restriction on a form provided by the Town, which form shall be sent to the address of record of the Owner according to the Eagle County Assessor's Office. 4. DefauIt by Owner. If the Town has reasonable cause to believe that the occupancy or use of the Property is in violation of any provision of this Deed Restriction, the Town may inspect the Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, after providing the Owner and occupants with at least twenty four (24) hours written notice. Notice to the occupants may be given by posting notice on the door to the residence on the Property. This Deed Restriction shall constitute permission to enter the Property during such times upon such notice without further consent. A default by an Owner shall include breach of the covenants set forth in this Deed Restriction, including without limitation any of the following: a. Occupancy of the Property by a person who is a Qualified Resident prior to obtaining certification from the Town that such person is a Qualified Resident. Exhibit C. Form of Eagle County Employee Deed Rrstriction Page 3 of ID 2023'12321 Docusign Envelope ID: 95830D73-CB9D-402A-8AC8-85AC86FF-AIDFO b. Any use or occupancy of the Property in violation of Section 3 above. C. Failure to submit an annual certification of occupancy and use as described in Section 3.f above. d. Failure to make payments and comply with the terms of any deed of trust placed on the Property after any period for notice and cure provided in said deed of trust. C. Any action by the Owner to encumber the Property in a manner that conflicts with the terms of this Deed Restriction or renders compliance with the terms of this Deed Restriction impossible or impractical. % Permitting the use of the Property as a Short Term Rental or Second Home. 5. Notice and Cure. In the event a violation of this Deed Restriction is discovered, the Town shall send a written notice of default to the Owner detaiI ing the nature of the default and providing sixty-five (65) days for the Owner to cure such default. Notwithstanding the foregoing or any other term of this Deed Restriction, a defauIt for lease or use of the Property as a Short Term Rental or a Second Home shall be cured by the Owner immediately. The notice shall state that the Owner may request an appeal of the violation finding in writing within ten (10) days of such notice, in which event the Town shall administratively review the finding and, if the violation finding is upheld, the Owner may request in writing within ten (10) days of such administrative decision a hearing before the Avon Town Council. A decision of the Avon Town Council may only be judicially appealed in the District Court of Eagle County pursuant to C.R.C.P. IOC. If no administrative or Town Council appeal is timely requested in writing and the violation is not cured within sixty-five (65) days of mailing the notice of default, the Owner shall be deemed to be in violation of this Deed Restriction. If an administrative or Town Council appeal is requested, the decision of the Avon Town Council (or administrative decision if such decision is not timely appealed to the Town Council) shall be final for the purpose of determining if a violation has occurred and, if such violation is not cured within sixty-five (65) days of such final determination, the Owner shall be deemed to be violation of this Deed Restriction. If a decision of the Avon Town Council is judicially appealed, an order of the Court confirming the violation shall be final for the purpose of determining if a violation has occurred and, if such violation is not cured within sixty-five (f 5) days of such final determination, the Owner shall be deemed to be violation of this Deed Restriction. In the event of any lease of the Property to a person who is not an Eagle County Employee or use of the Property as a Short Term Rental or Second Home, any amounts collected or receipt of other things of value by the Owner or assigns under such leases shall be paid to the Town as a material requirement of curing the notice of default. 6. Remedies. In the event of violation, non-performance, default or breach of any term of this Deed Restriction by the Owner, Town shall have the right to enforce Owner's obligations herein by an action for any equitable remedy, including injunction or specific performance, as well as pursue an action to recover damages. In addition, any amount due and owing to the Town shall bear interest at the rate of one and one half percent (1.5%) per month (eighteen percent [ 18%] per annum, compounded annually) until paid in full. The Town shall be entitled to Exhibit C: Form of Eagle County EmpIoyre Deed Restriction Page 4 of 10 20231232/ ❑ocuSign Envelope ID: 95830D73-CB9D-402A-BRCS-85AC86FEAOFO recover any costs related to enforcement of this Deed Restriction, including but not limited to attorney's fees, court filing costs and county recording costs. In addition to any other remedy provided by law or equity, the Town may attach a lien for any amount due to the Town upon the Property and enforce the lien in the manner and according to the procedures set forth in Colorado Revised Statutes, Section 3I-20-105, and the Owner expressly waives any objection to the attachment of a Iien for amounts due to the Town. In the event of a transfer or conveyance of the Property that violates the terms of this Deed Restrictions and constitutes a violation of this Deed Restriction, both the grantor and grantee shall be jointly and severally liable for any damages and costs due under this Deed Restriction. 7. Liquidated Damages. The parties acknowledge and agree that in the event of a violation of this Deed Restriction by the Owner, the determination of actual monetary damages would be difficult to ascertain. Therefore, the Town and Owner hereby agree that liquidated damages shall be calculated and applied in the amount of THREE HLiNDRED DOLLARS ($300.00) per day for each day that the Owner is in violation of this Deed Restriction after having failed to timely cure the violation of this Deed Restriction. Liquidated damages shall be in addition to the Town's ability to recover costs as stated in Section 6 above. Liquidated damages shall be in addition to the Town's right to seek equitable remedies of injunction and/or specific performance. In the event of any lease or use of the Property as a Second Home or Short Term Rental, any amounts collected or receipt of other things of value by the Owner or assigns under such Ieases shall be paid to the Town as Iiquated damages as demanded by the Town (in Iieu of the $300 daily liquidated damages), including such amounts collected or received by Owner prior to receipt of a Notice of Default and prior expiration of a sixty-five (65) day period to cure, and such amounts shall be in addition to the right of the Town to recover costs and seek equitable remedies. 8. Freddie Mae and Fannie Mae. Notwithstanding the foregoing, in the event that the Federal Home Loan Mortgage Corporation ("Freddie Mac") or the Federal National Mortgage Association ("Fannie Mae") holds or is assigned a deed of trust for the Property, the rights of the Town pursuant to the provisions of Sections 6 and 7 shall be subordinate to such deed of trust and such deed of trust shall unconditionally be and remain at all times a lien or charge on the Property, prior and superior to the lien or charge of the Town. Until repayment in full of the deed of trust, the Town shall not exercise any of its rights or remedies with respect to Sections 6 or 7. J. release of Deed Restriction in Event of Foreclosure or Deed in Lieu. a. An Owner shall notify the Town, in writing, of any notification received from a lender of past due payments or defaults in payments or other obligations within five (5) days of receipt of such notification. b. An Owner shall immediately notify the Town, in writing, of any notice of foreclosure under the first deed of trust or any other subordinate security interest in the Property, or when any payment on any indebtedness encumbering the Property is required to avoid foreclosure of the first deed of trust or other subordinate security interest in the Property. C. Within sixty (60) days after receipt of any notice described herein, the Town may (but shall not be obligated to) proceed to make any payment required to avoid foreclosure. Exhibit C: Form of Eagle Counh Employee Deed ResrricIion Page 5 of 1Q 20231232'1 DocuSign Envelope ID: 95830D73-CB9D-402A 8AC8-85ACBUFEAOFO Upon making any such payment, the Town shall place a Iien on the Property in the amount paid to cure the default and avoid foreclosure, including all fees and costs resulting from such foreclosure. d. Notwithstanding any other provision of this Deed Restriction (but subject to Section 9.f below), in the event of a foreclosure, acceptance of a deed -in -lieu of foreclosure, or assignment, this Deed Restriction shall remain in full force and effect, including without limitation Section 4 hereof, restricting Transfer of the Property. e. The Town shall have thirty (30) days after issuance of the public trustee's deed or the acceptance of a deed in Iieu of foreclosure by the holder in which to purchase by tendering to the holder, in cash or certified funds, an amount equal to the bid price or the redemption price paid by the holder, interest in the amount of eight (8) percent per annum from the date of the issuance of the public trustee's deed or the recording of a deed in lieu of foreclosure through the date of the Town's purchase. f. Notwithstanding Section 9.d above, in the event that the Property is encumbered by a mortgage or deed of trust insured by the U.S. Department of Housing and Urban Development ("HUD") and representing a purchase money first priority mortgage or deed of trust, this Deed Restriction shall automatically and permanently terminate upon foreclosure of such mortgage or deed of trust, upon acceptance of a deed in lieu of foreclosure of such mortgage or deed of trust, or upon assignment of such mortgage or deed of trust to HUD. 10. Option to Purchase. In the event of default by the Owner which is not cured, or upon receipt of a Notice of Election and Demand, other notice of foreclosure or other notice of default provided by the holder of a deed of trust, lien or other encumbrance as provided in Section 9 above (whichever is earlier), the Town shall have the option to purchase ("Option to Purchase") the Property in accordance with the procedures and terms set forth as follows: a. The Town shall have an Option to Purchase for sixty-five (65) days after receipt of notice as provided above ("Option Period"). b. The Town small have right of entry onto and into the Property during the Option Period to inspect the Property. C. The Town shall have the right to purchase the Property for the amount due to the holders of any deeds of trust, liens or other encumbrances, which amounts shall be paid in order of priority of the holders of such deeds of trusts, liens or other encumbrances provided that this Deed Restriction shall remain in effect and burden the Property after acquisition by the Town and upon re -conveyance to a subsequent owner. d. The Town shall have the right to assign the Town's right to purchase the Property to any party provided that this Deed Restriction shall remain in effect and burden the Property. e. Upon payment by Town or assigns, Owner shall convey title to the Property by a special warranty deed in accordance with Colorado Revised Statute §38-30-1 t 5 and shall include the words, "and warrant title against all persons claiming under me." Exhibit C. Form of Eagle County Employee Reed Restriction Page b of ID 202312321 Doeusign Envelope ID: 9583OD73-C89D-402A-8AC8-85ACBBFEAOFO f. Normal and customary closing costs shall be shared equally between the Owner and Town or Town's assigns. The Town or assigns shall be responsible, at its cost, for any and all title insurance fees, document fees, and recording fees of the deed. Taxes shall be prorated based upon taxes for the calendar year immediately preceding closing. g. If the Town or assigns do not exercise the Option to Purchase during the Option Period, then the holder of a deed of trust shall nonetheless remain subject to this Deed Restriction as provided in Section 9.d above, subject, however, to Sections 9.e and 9.f above. rn the event that Town's Option to Purchase arises from a default by Owner and not a notice of foreclosure or notice of default submitted by the holder of a deed of trust to the Town, then the Town may unilaterally extend the Option Period until such time as Town, or assigns, exercise the Option to Purchase or the Owner cures any and all defaults. 11. Tax Sale. In the event of a tax sale this Deed Restriction shall remain in fulI force and effect, shall runt with and burden the Iand, and shall constitute a condition of the subdivision and land use approval which shall survive and sale of the Property through a tax lien sale process. 12. GeneraI Provisions. a. Severability. If any term, provision, covenant or condition of this Deed Restriction is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Deed Restriction shall continue and remain in full force and effect. b. Counting Days. If the final day of any notice, default or other event falls on a Saturday, Sunday, Iegal holiday recognized by the State of Colorado or day upon which the Avon Town Hall is closed for any reason, then the final day shaII be deemed to be the next day which is not a Saturday, Sunday, legal holiday or day that the Avon Town Hall is closed. C. Waiver. No waiver of one or more of the terms or provisions of this Deed Restriction shall be effective unless provided in writing. No waiver of any term or provision of this Deed Restriction in any instance shalI constitute a waiver of such provision in any other instance. The Town Council may provide a waiver along with any conditions of the waiver with regard to any of the terms and provisions in this Deed Restriction where unusual or unforeseen circumstances exist and the Owner is diligently seeking to cure a default and such waiver, with conditions if any, supports the purpose and intention of this Deed Restriction. d. Amendment. This Deed Restriction may only be amended in writing by the mutual agreement of the Owner and the Town and recorded with the Clerk and Recorder's Office of Eagle County, Colorado. e. Recording. The Owner shall record this Deed Restriction in the Property Records of Eagle County, Colorado and the original executed and record documents must be returned to the Town. f Assignment. The Town may assign this Deed Restriction and all rights and Exhibit C: Form of Eagle County EmgIoyee Deed Restriction Page 7 of IO 202312321 ❑ocuSign Envelope ID: 8583OD73-CB9D-402A-8AC8-85AC86FEAOFO obligations, without consent of the Owner, to any other public entity, non-profit corporation or other entity which is organized and exists for the purpose to provide and promote affordable housing for full time residents. g. No Third -Party Beneficiaries. Nothing contained in this Deed Restriction is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party. h. Choice of Law. This Deed Restriction shall be governed and construed in accordance with the laws of the State of Colorado. Venue for any IegaI action arising from this Deed Restriction shall be in Eagle County, Colorado. i. Successors. Except as otherwise provided herein, the provisions and covenants contained herein shall inure to and be binding upon the heirs, successors and assigns of the Parties. The covenants shall be a burden upon and run with the Property for the benefit of the Town or the Town's assigns, who may enforce the covenants and compel compliance therewith through the initiation ofludicial proceedings for, but not Limited to, specific performance, injunctive relief, reversion, eviction and damages. j. Section Headings. Paragraph or section headings within this Deed Restriction are inserted solely for convenience of reference and are not intended to and shall not govern, limit or aid in the construction of any terms or provisions contained herein. k. Gender and Number. Whenever the context so requires in this Deed Restriction, the neuter gender shall include any or all genders and vice versa and the use of the singular shall include the plural and vice versa. I. Notice. Any notice, consent or approval, which is required to be given hereunder, shall be given by either depositing in the U.S. Mail with first class postage pre -paid; mailing by certified mail with return receipt requested; sending by overnight delivery with a nationally recognized courier service that delivers to the physical address of the Property; or, by hand- delivering to the intended recipient. Notices shall be provided to the Town of Avon at P.O. Box 975, 100 Mikaela Way, Avon, CO 81620. Notices shall be provided to Owner at the address provided by the Eagle County Assessor's office. [signature Page follows] Exhibit C- Farm of Eagle County Employee Deed Restriction Page 8 of 10 2023'12321 DocuSign Envelope ID: 95830D73-CBgD-402A-SACS-85AC86FEAOFO IN WITNESS WHEREOF, the Owner and Town have executed this instrument on the day and the year first written above. DECLARANT: Name: Its: STATE OF COLORADO ) ) ss. COUNTY OF EAGLE The foregoing instrument was subscribed, sworn to and acknowledged before me this day of , 202, by , as the owner of the real property described above. Witness my hand and official seal. My commission expires: TOWN OF AVON, COLORADO: 12 Eric Heil, Town Manager Exhibit C: Farm of Eagle County Employee Deed Restricffon Page 9 of 10 20231232/ Notary Public Attest: Brenda Torres, Town CIerk DocuSign Envelope ID: 95830D73-CBgD-402A-8AC8-85AC86FEAOFO Exhibit A [Insert Property Legal Description] Exhibit C: Form of Eagle County Employee Deed Restriction Page 10 of 10 202312321 ATTACHMENT C - AMENDED PUBLIC IMPROVEMENTS AGREEMENT FIRST AMENDMENT TO PUBLIC IMPROVEMENTS AGREEMENT THIS AMENDMENT TO THE PUBLIC IMPROVEMENT AGREEMENT ("Agreement") is made and entered into as of 2025, (the "Effective Date") by and between Hidden Valley Development LLC, A Colorado Limited Liability Company, a Colorado limited liability corporation ("Owner"), and the Town of Avon, a home rule municipal corporation of the State of Colorado ("Town") (Owner and Town may be referred to individually as "Parry" and collectively as "Parties"). WHEREAS, the Town and the Owner have entered into a Public Improvements Agreement dated September 5, 2023 and recorded on September 7, 2023 at Reception No. 202312322 in the public records of Eagle County, Colorado (the "PIA"); WHEREAS, the PIA contains certain agreements of Developer (Owner) and the Town with respect to the development of the Property WHEREAS, the Town and Owner now desire to modify certain deadlines provided in the PIA and other modifications, as further set forth below. 1. RECITALS 1.1 The Owner owns approximately 7.232 acres within the Town that is legally described as: HIDDEN VALLEY ESTATES TOWN OF AVON, COUNTY OF EAGLE, CO See Exhibit A, attached hereto and incorporated herein by this reference. Street address: 0382 Metcalf Rd, Town of Avon, County of Eagle, State of Colorado ("Property"). 1.2 The Owner submitted an application to the Town for approval of a Major Development Plan, Subdivision and Preliminary Plan of the Property for a fifty- three (53) unit multi -family development project referred to as Hidden Valley Estates ("Application"). 1.3 The Avon Planning and Zoning Commission held a public hearing for the Application on the May 16, 2023, and adopted written findings of fact and a record of decision on May 16,2023, recommending conditional approval of the Application. 1.4 The Avon Town Council held a public hearing on May 23, 2023, after publishing and posting notice as required by law, considered all comments, testimony, evidence, and reports provided by the Town Staff and the Avon Planning and Zoning Commission prior to deciding on the Application. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 1 1.5 The Town Council approved a Development Agreement for the Property ("Development Agreement") on May 23, 2023. 1.6 The Town Council approved an amended Development Agreement for the Property ("Development Agreement") on June 10, 2025. 1.7 The Avon Town Council approved Resolution 23-10 on June 1, 2023, for the 53 unit development including park land dedication and community housing mitigation. 1.8 The Application includes public improvements that necessitate further review, security, warranty, and acceptance upon satisfactory completion. 1.9 The current zoning does not allow timeshare uses, and therefore, the Development Agreement does not include a requirement for a timeshare amenity fee. 4.10 Development of the Property in accordance with this Agreement and the Development Agreement will provide for orderly growth in accordance with the policy and goals set forth in the Town's Comprehensive Plan; ensure reasonable certainty, stability, and fairness in the land use planning process; stimulate economic growth; secure the reasonable investment -backed expectations of the Owner; and foster cooperation between the public and private sectors in the area of land use planning; and otherwise achieve the goals and purposes of the Town. AGREEMENT NOW, THEREFORE, in consideration of the recitals set forth above, the terms, conditions, covenants and mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the Town agree as follows with respect to the development of the Property: 2. DEFINITIONS: The following terms shall have the meanings set forth below unless the context in which they are used clearly indicates otherwise: 2.1 Association. The common interest community association and/or other entity formed or to be formed for purposes of governing the rights, obligations, and interests of owners of units, condominiums, townhomes and other interests in the Development upon completion of construction thereof and prior to the sale or conveyance of any individual residential units. Certain provisions relating to the rights and obligations of the Association are provided in Section 11 of this Agreement. 2.2 Association Governing Documents. The declaration of covenants (which shall be recorded in the Eagle County Clerk and Recorder's Office and which shall run with the land), articles of incorporation, bylaws, rules and regulations, and any other documents creating or governing the Association and its members, as in existence from time to time. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 2 2.3 Development. The project to be constructed on the Property as described in the Development Plan. 2.4 Development Plan. The Major Design and Development Plan described and depicted in the Application that was approved by the Town. 2.5 Development Plan Components. The following plan set sheets contained in the Development Plan are incorporated by reference into and made a part of this Agreement: HIDDEN VALLEY ESTATES, Civil Engineering Sheets entitled TRACT Y DEVELOPMENT, Metcalf Road, Avon, CO, July 2023, from Alpine Engineering, DATED 7/19/23. 2.6 Exhibits. The following Exhibits to this Agreement are incorporated by reference and made part of this Agreement: Exhibit A: FINAL PLAT, HIDDEN VALLEY ESTATES, A RESUBDIVISION OF TRACT Y, MOUNTAIN STAR FILING NO. 3, TOWN OF AVON. Exhibit B: Revised Engineer's Estimate of the Costs to Complete the Public Improvements Exhibit C: Revised Phasing Plan 2.7 Landscape Plan. The approved Landscape Plan of the Development Plan from RALArchitects, sheet A0.6, DATED 8/23/23, made part of the land use approval for the Development Plan. 2.8 Municipal Code. The Avon Municipal Code, including the Avon Development Code, as may be amended from time to time. 2.9 Phasing Plan. The schedule depicted on Exhibit C. 2.10 Public Improvements. Those improvements to be acquired, constructed or installed for the benefit of the public, including, but not limited to, the Public Improvements described in Section 5 and in the Public Property Improvement Map. 2.11 Public Property Improvement Map. The approved Public Property Improvements, as found in the Civil Engineering Sheets entitled TRACT Y DEVELOPMENT, Metcalf Road, Avon, CO, July 2023, from Alpine Engineering, DATED 7/19/23, of the Development Plan, made part of the land use approval for the Development Plan. 2.12 ROW. That certain public right of way as described in the Development Plan. 2.13 Term. The term of this Agreement as provided in Section 4 of this Agreement. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 3 3. DEVELOPMENT PLAN 3.1 Development Plan. The Development Plan sets forth the approved scope of development of the Property and has been approved by the Town through action by the Town of Avon Planning and Zoning Commission. 3.2 Compliance with General Regulations. The approval of the Development Plan and this Agreement shall not preclude the application of Town ordinances and regulations, or state or federal laws and regulations, which are general in nature and are applicable to all property subject to land use regulation by the Town, including, but not limited to, building, exterior energy offset, fire, plumbing, electrical and mechanical codes, as all such regulations exist on the date of this Agreement or may be enacted or amended after the date of this Agreement. 4. TERM The term of this Agreement shall commence on the Effective Date of this Agreement and shall continue after construction of the building(s) for so long as the building(s) which comprises the Development continues to exist and for five (5) years after such time the building(s) that comprises the Development no longer exist on the Property. In the event the building(s) which comprises the Development is destroyed by fire or other calamity and then reconstructed within five (5) years, such reconstructed building shall be deemed the building(s) that comprises the Development and this Agreement shall continue in full force and effect until five (5) years after the reconstructed building no longer exists. The Parties may terminate this Agreement earlier by mutual agreement. 5. PUBLIC IMPROVEMENTS 5.1 Public Improvements. The Owner agrees to construct and install the public improvements set forth in this Agreement (the "Public Improvements"). Such obligations directly relate to the Application's compliance with the minimum required development standards set forth in the Code and are material to the terms, conditions, covenants, and mutual promises bargained for by Town and the Owner in this Agreement. The Owner shall install or cause to be installed all Public Improvements that the Owner is required to construct in a good and workmanlike manner in accordance with the applicable regulations of the Town and applicable Utilities, as defined below, and in accordance with this Agreement. A. Utility Improvements. The Owner shall install all utility improvements as described in the Development Plan. B. Drainage Improvements. The Owner shall install all drainage improvements for stormwater control and quality as described in the Development Plan. C. Other Public Improvements. The Owner shall install all other items described on the Public Improvement plans. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 4 5.2 Security for Public Improvements. Owner shall post sufficient security to guarantee the installation, performance, or maintenance of any required Public Improvements, and any public facilities damaged by Developer during construction and prior to completion of the Development or Public Improvements. The total amount of required security for Public Improvements for the Development shall be 125% of the Owner's Engineer's Estimate of the Cost to Complete the Public Improvements identified on the Public Improvement Map. Security shall be in a form acceptable to and approved by the Town Manager and Town Attorney. As Public Improvements are completed, Developer may apply to the Town Manager for release of all or part of the security. 5.3 Timing of Public Improvementsfie-Except . with respect to matters provided below, the Owner shall complete the Public Improvements and the Town shall have provided written notification of acceptance of the Public Improvements by the Town (the "Town's Notification of Acceptance") in accordance with the procedure outlined in Sections 5.5 and 5.6 on or before the earlier of (1) date of a certificate of occupancy or temporary certificate of occupancy, whichever is earlier, for Phase 1 the first phase construction of the Development, or (2) within three (3) years of obtaining a grading permit, foundation permit, or building permit, whichever is earlier, or (3) December 31, 20245; provided, however, that roadway paving, and related concrete and concrete flat work, retaining structures and boulder walls, shall be completed on or before the date of a certificate of occupancy or temporary certificate of occupancy, whichever is earlier, for the Phase of the Project adjacent to the roadway and necessary to access such Phase.. The Owner shall inform the Town of all construction plans within Town property and within the ROW at least ninety (90) days prior to the start of construction that is to occur within Town property or the ROW. If the Owner has not received the Town's Notification of Acceptance from the Town of all Public Improvements, the Town may withhold the issuance of a Temporary Certificate of Occupancy. 5.4 Warranty Period. The Public Improvements constructed and installed by the Owner shall be warranted to be free from defects in material, workmanship and quality for a period of two (2) years after the date of the Town's Notification of Acceptance (the "Warranty Period"). In the event of any such defect arising during the Warranty Period, the Town may require the Owner to correct the defect in material, workmanship, or quality. Ten percent (10%) of the total actual cost of completion of all Public Improvements to be installed and constructed by the Owner shall be collected by the Town from the Owner as security during such two (2) year period as the improvement warranty pursuant to Code § 7.32.100, as may be amended. In the event any corrective work with respect to the material, workmanship and quality is performed during the Warranty Period, then the warranty on said corrected work with respect to the material, workmanship and quality shall be extended for two (2) years from the date on which it is completed. Security equal to 125% of the cost of any corrected work with respect to the material, workmanship and quality, as estimated by the Town, shall be retained by the Town or immediately paid to the Town by the Owner, if sufficient funds are not held by the Town, in accordance with Code § 7.32.100, for a period of two (2) years from the date of completion of the corrected work. 5.5 Engineering Certification. Upon completion of portions of the Public Improvements to be installed and constructed by the Owner, the Owner will cause its Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 5 engineers (who shall have been actively engaged in observing to a commercially reasonable degree the construction of the Public Improvements and who are licensed in the State of Colorado) to provide a written opinion. The written opinion shall be in form and content reasonably satisfactory to the Town's Engineer, and based upon on -site observation, review of sufficient construction- observation reports, field test reports, and material test reports and certifications by qualified personnel, shall opine that the installation of the Public Improvements, or portions thereof as may be completed from time to time, have been completed, and that to the best of the opining engineer's knowledge and professional judgment, the Public Improvements are in conformance with all Standards (as defined below), plans, and specifications as submitted to and previously approved by the Town, or the pertinent utility supplier, as depicted on Sheets C3.0 and C3.1 of the Development Plan. Inspection reports, test results, as -constructed plans, including without limitation surveys, and other supporting documentation, shall be submitted with the certification. The as -constructed plans shall be submitted on paper and in a digital format, either AutoCAD DWG, AutoCAD DXF, or ESRI GIS shapefile. 5.6 Inspection Procedures. All Public Improvement work shall be done under the published inspection procedures and standards (collectively, "Standards") established by the Town, Holy Cross Energy, Eagle River Water and Sanitation District, Upper Eagle Regional Water Authority, Xcel Energy, CenturyLink, Comcast, or any other utility ("Utilities"), as applicable and shall be subject to the reasonable satisfaction of the Town and applicable Utilities. No work shall be deemed complete until the reasonable approval and acceptance of the Public Improvements by the Town or the Utilities. Inspections by the Town and Utilities shall not relieve the Owner or the Owner's agents from any responsibility or obligation to ensure that all work is completed in conformance with all Standards, plans, and specifications as submitted to and previously approved by the Town and Utilities. A. Cost of Inspections: The cost, if any, of inspections, by Town employees, or an independent third -party inspector, shall be paid by the Owner. B. Notice of Non -Compliance: In the event that the Town, through its inspectors, reasonably determines that the Public Improvements to be installed and constructed by the Owner are not in compliance with the Development Plan, it shall give written notice of such non-compliance ("Notice of Non -Compliance") to the Owner. The Notice of Non - Compliance shall include a narrative describing the unsatisfactory construction work with specific reference to the applicable construction plans and specifications under which the Public Improvements fail to comply. The Notice of Non- Compliance must be provided to the Owner within two (2) working days of the date of the inspection. 5.7 Indemnification and Hold Harmless. The Owner shall indemnify, defend and hold harmless the Town (and its officials, agents, representatives, employees, contractors, and successors and assigns) from all claims, demands, damages (including, without limitation, consequential damages), causes of action, fines, penalties, losses, liability, judgments, costs or expenses (including reasonable attorneys' fees) resulting from claims for bodily Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 6 injury (including death) to any person or damage to any property, arising during the construction of the Public Improvements or otherwise arising on the Property or from the Owner's activities while performing this Agreement (including, without limitation, maintenance, repair and replacement activities), including without limitation, any claim that all or any portion of the Public Improvements installed and constructed by the Owner on Town property or ROW constitute a dangerous and/or unsafe condition within a public right-of-way; provided, however, that this indemnity shall not apply to any claims, demands, damages (including, without limitation, consequential damages), causes of action, fines, penalties, losses, liability, judgments, costs or expenses (including reasonable attorneys' fees) resulting from any act or omission of the Town or its officials, agents, representatives, employees, inspectors, including independent third -party inspectors, contractors, and successors and assigns. 5.8 Insurance. With respect to Owner's obligation to, and/or any claims arising from, the construction or installation of the Public Improvements, all Owner's or Owner's contractor's insurance policies related in any way to the Public Improvements shall be endorsed to include the Town and the Town's officers and employees as additional insureds/loss payees, applicable within each policy. Every policy covering the Public Improvements shall be primary insurance, and any insurance carried by the Town, its officers, or its employees, or carried by or provided through any insurance pool of the Town, shall be excess and not contributory insurance to that provided by the Owner or the Owner's contractors. No additional insured endorsement to the policy required herein shall contain any exclusion for bodily injury or property damage arising from completed operations. The Owner and its contractor shall be solely responsible for endorsement/additional insured costs, premiums and deductible losses under any policy required above. 6. MAINTENANCE AND ONGOING OBLIGATIONS 6.1 Operations and Maintenance. The Owner understands and acknowledges that those certain aspects of the maintenance, operation and use of the Development, including drainage, infrastructure, landscaping, and sidewalks ("Owner Maintained Public Improvements"), as delineated on the Civil Engineering Sheets entitled TRACT Y DEVELOPMENT, Metcalf Road, Avon, CO, July 2023, from Alpine Engineering, DATED 7/19/23, of the Development Plan and incorporated herein, require maintenance by Owner. A. Except in the event such liability arises from the action or omission of Town or its officials, agents, representatives, employees, inspectors, including independent third -party inspectors, contractors, and successors and assigns, but without waiving governmental immunity, the Owner agrees that the Town is not liable, and will not assume any liability, responsibility, or costs for any damage, maintenance, or repair of any Owner Maintained Public Improvements erected or maintained by the Owner under this Agreement. B. If the Owner fails to maintain the Owner Maintained Public Improvements, the Town may perform the necessary maintenance and/or repair, as determined by the Town in its sole discretion, after providing at least thirty (30) days written notice to the Owner detailing the necessary maintenance and/or repair. If, after the remedy Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 7 period set in the notice, the Owner fails to perform the necessary maintenance and/or repair, the Town may perform such maintenance and/or repair. The actual costs of the maintenance and/or repair, together with a fifteen percent (15%) charge for administration, shall be assessed against the Property. The Town shall send a notice of assessment to the Owner and upon the expiration of the thirty (30) period provided in such notice, the costs, including the administrative charge, shall be a lien upon the Property. If the assessment is not paid within thirty (30) days of the lien, the Town may impose interest upon such costs and upon the administrative charge, at the rate of eighteen percent (18%) per year. All costs, interest and charges, including the costs of collection, may be certified to the County Treasurer and collected in the same manner as taxes. 7. SUBDIVISION 7.1 Subdivision. The Owner's preliminary subdivision application was approved by the Town Council on May 23, 2023 subject to the following conditions: A. Final Plat. Before acceptance of the Public Improvements, the Owner shall submit for Town review and approval a complete application for Final Plat of land prepared by Licensed Colorado Surveyor pursuant to the Municipal Code. Easements for Public Improvements shall be provided for public pedestrian usage of the sidewalk, and for the usage of the stormwater and drainage improvements for their intended purposes. B. Ability to Serve from Eagle River Water and Sanitation District, and final utility verifications. C. Preparation, establishment, execution and recording of Association Governing Documents that include maintenance responsibilities, indemnification of Town and pedestrian access requirements, in a form acceptable to the Town. D. Approval of the form of Deed Restriction by the Avon Town Council. E. On or prior to Final Plat Submittal, Developer will submit design changes made to the Development Plan and landscape plan which will be subject to review and approval by the Town and the revised plans will demonstrate compliance with minimum landscape standards on the Property. F. Execution and recordation of the Final Plat prior to the issuance of any construction permits. 7.2 Community Housing Units. Owners agree to provide fifty-three units of Community Housing. The use of such units shall be restricted to Community Housing (as that term is defined in the Code) in accordance with such deed restrictions as approved by the Town Council, in Town Council's sole discretion. The form a deed restriction shall be finalized and approved by Avon Town Council prior to the issuance of a Temporary Certificate of Occupancy or Certificate of Occupancy. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 8 8. RESTORATION OF SITE 8.1 Restoration Due to Inactivity. Unless a building permit extension is granted in writing by the building official upon justifiable cause demonstrated by the Owner, any building permit shall become invalid after 180 days of suspended work. If the building permit becomes invalid, the Owner shall restore the site to the condition the site was in at the time of issuance of the building permit (subject to changes reasonably necessary for public safety or preservation of land and adjoining land, or to prevent waste) within thirty (30) days from the date of notice by the Town that restoration is required. Upon restoration of the Property in accordance with this Section and to the reasonable satisfaction of the Town, this Agreement shall automatically terminate. 8.2 Restoration Funds. Owner shall provide $135,702.00 as security for any possible future required restoration as detailed in the associated Grading Permit for this development. If the obligation to restore arises (i.e., if the permit becomes invalid) and if the Owner thereafter fails to restore the Property in compliance with this Section and to the Town's satisfaction, the Town may use such funds to cover the costs of any required restoration work. The Town shall maintain an accounting of such costs and once restoration work is completed, the Town shall return any remaining funds along with such accounting. If the funds are insufficient to perform the restoration work, the Owner, upon demand from the Town, shall deposit additional required funds as determined by the Town. If the Owner fails to provide such funds, the Town's costs of restoration over the amount of funds current held, shall be a lien upon the Property to be collected in the same manner as property tax and the Town may certify such amount to the County Assessor for collection, including an additional 10% imposed by the Town for costs of collection. 8.3 Return of Funds. After the issuance of a Certificate of Occupancy for Phase 1 of the Development, the Town shall refund 50% of the restoration funds to the Owner. After the issuance of a final Certificate of Occupancy for the last building to be constructed within the Development, the Town shall refund the remaining restorations funds to the Owner. 9. DEFAULTS, REMEDIES AND TERMINATION 9.1 Default by Town. A "breach" or "default" by the Town under this Agreement shall be defined as the Town's failure to perform its obligations under this Agreement, after the applicable cure period described in Section 10.3, below. 9.2 Default by Owner. A "breach" or "default" by the Owner shall be defined as the Owner's failure to fulfill or perform any obligation of the Owner contained in this Agreement following the applicable cure period described in Section 10.3, below, or the Owner's failure to fulfill or perform any obligation of the Owner contained in any other written agreement relating to the Property between the Town and the Owner or the Town following any applicable cure period contained in such agreement. 9.3 Notices of Default. In the event of a default by either Party under this Agreement, the non- defaulting Party shall deliver written notice to the defaulting Party of such default, at the address specified in Section 12.6, and the defaulting Party shall have five (5) days for monetary obligations and thirty (30) days for non -monetary obligations from and after Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 9 receipt of such notice to cure such default. With respect to non -monetary obligations, if such default is not of a type that with the exercise of reasonable diligence can be cured within such thirty (30) day period and the defaulting Party gives written notice to the non - defaulting Party within such thirty (30) day period that it is actively and diligently pursuing such cure, the defaulting Party shall have a reasonable period of time up to one hundred eighty (180) days given the nature of the default to cure such default, provided that such defaulting Party is at all times within such additional time period actively and diligently pursuing such cure. 9.4 Remedies for Default by Town. If a default by Town under this Agreement is not cured as described in Section 10.3, the Owner shall have the right to enforce the Town's obligations by an action for any equitable remedy, including, without limitation, injunction or specific performance or an action to recover damages. Each remedy in this Section 10.4 is cumulative and is in addition to every other remedy provided for in this Agreement or otherwise existing at law or in equity. 9.5 Remedies for Default by the Owner or Association. If any default by the Owner or the Association under this Agreement is not cured as described in Section 10.3, the Town shall have the right to enforce the Owner's or the Association's obligations hereunder by an action for any equitable remedy, including injunction or specific performance, or an action to recover damages. Each remedy in this Section 10.5 is cumulative and is in addition to every other remedy provided for in this Agreement or otherwise existing at law or in equity. In addition, if a default of this Agreement by the Owner or the Association also constitutes a violation of the Code and non- compliance with the Development Plan for this Property, then the Town shall have all enforcement rights as described in the Code and other applicable sections of the Code concerning enforcement and penalties for violations, as the Code may be amended from time to time. 9.6 Mediation. The Parties agree that prior to submitting any controversy or claim arising out of or relating to this Agreement, including, without limitation, any breach, default, or interpretation hereof, to a legal process, and as a prerequisite to initiating any legal process, the Parties shall attempt to resolve the controversy or claim in good faith in accordance with the procedures stated in this Section 10.6. The Party asserting the breach, default, controversy, or claim shall first provide written notice to the other Party, citing this Section 10.6, and requesting consideration by the other Party to resolve the controversy or claim. The Parties shall use reasonable efforts to resolve the dispute within thirty (30) days from the date of the notice commencing this process. If the dispute is not resolved within thirty (30) days of the date of the notice, or by such longer period as may be mutually agreed by the Parties, then either Party may initiate a legal action. At any time after the written notice citing Section 10.6, the Parties may mutually agree to appoint an independent neutral third party (the "Mediator") to assist them in resolving the dispute. In such an instance, (i) each Party agrees to provide the Mediator access to all relevant and non -privileged documents and may impose reasonable confidentiality provisions; (ii) the Parties may make representations and submissions to the Mediator but there shall be no formal hearing unless the Mediator requires a formal hearing and provides a written notice to the Parties; (iii) the Mediator shall make his recommendations in writing as soon as is reasonably possible but not later than thirty (30) days following the receipt of representations and Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 10 submissions by each Party; (iv) the Mediator's recommendation shall not be binding upon the Parties, but would become binding upon the Parties if voluntarily accepted by both Parties in writing; and (v) the fees of the Mediator shall be paid equally by the Parties. Following receipt by the Parties of the recommendations made by the Mediator, the Parties shall have ten (10) days, or such longer period as may be mutually agreed by the Parties, to accept said recommendation or a mutually acceptable alternative. Submission of the dispute to the Mediator shall be deemed by the Parties to toll the applicable statute of limitations until the mediation process is concluded. 10. ASSOCIATION MATTERS 10.1 The Owner shall form the Association upon prior to the issuance of a Temporary Certificate of Occupancy or Certificate of Occupancy for the first building to be constructed within the Development and prior to any occupancy thereof; provided, however, that in the event that the Association has not been formed as required, the Owner shall be liable for all obligations of the Association hereunder until such time as the Association is formed. 10.2 In addition to the rights and obligations of the Association, as specifically stated in this Agreement, at such a time as the Association is formed, except for any right of Owner to a refund of any deposit or other monetary security held by Town hereunder, the Association shall be deemed to be the Owner with respect to the provisions, rights, and obligations of this Agreement. The provisions of any other Section of this Agreement necessary to give effect to the Association's rights and obligations under the foregoing Sections shall also be deemed to control. The Association shall indemnify and hold harmless the Town for Owner Maintained Public Improvements. The Association Governing Documents will contain a provision stating that the Association shall be subject to this Agreement as provided herein, and recite the Association's obligations in this Agreement, including the obligation to indemnify the Town, as described herein. In addition, the Association Governing Documents shall state that the Town is a limited third -party beneficiary solely for the purpose of enforcing the performance of the Association's obligations under this Agreement. 10.3 Any failure of the Association Governing Documents to contain provisions required by this Agreement shall be a default by the Owner and the Association under this Agreement, and the Town shall be entitled as a remedy therefor to obtain an order for reformation of the Association Governing Documents so that they are in compliance with this Agreement. 11. MISCELLANEOUS 11.1 Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. In the event of any dispute regarding this Agreement or its enforcement or interpretation, the Parties acknowledge and agree that the laws of the State of Colorado shall exclusively apply and that exclusive venue for any such dispute shall be in the county in which the Property is located. The Parties consent to personal jurisdiction in said county and submit to the exclusive jurisdiction and venue of such courts regardless of the location of their residence. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 11 11.2 No Joint Venture or Partnership. No form of joint venture or partnership exists between the Town and the Owner, and nothing contained in this Agreement shall be construed as making the Town and the Owner joint venturers or partners. 11.3 Applicability of Avon Municipal Code. All matters not covered by this Agreement are controlled by the Code to the extent applicable. This Agreement does not prevent the Town from imposing additional requirements not inconsistent with this Agreement as conditions for approval of a subdivision or the granting of a building permit. 11.4 Waiver. No waiver of one or more of the terms of this Agreement shall be effective unless in writing. No waiver of any provision of this Agreement in any instance shall constitute a waiver of such provision in other instances. 11.5 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect so long at the intent of this Agreement is not frustrated. 11.6 Notices. Any notice or communication required or permitted under the terms of this Agreement shall be in writing, may be given by the Parties hereto or such Party's respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient(s), by whatever means; (ii) three (3) business days after the same is deposited in the United States Mail, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) upon acknowledgment of receipt when sent via electronic mail to intended recipient's electronic mail address, provided below. Any notice shall be delivered, mailed, or sent, as the case may be, to the appropriate address set forth below: If to Town: And: Town of Avon Attention: Town Manager P.O. Box 975 Avon, Colorado 81620 Telephone: 970-748-4004 Email: townmanager@avon.org Town of Avon Attention: Town Attorney P.O. Box 975 Avon, Colorado 81620 Telephone: 970-748-4001 Email: townattomey@avon.org Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 12 If to Owner: Hidden Valley Development LLC, A Colorado Limited Liability Company P.O. Box 516 Avon, CO 81620 Telephone: 970-904-5226 Email: sean.reynoldscorp@gmail.com Each Party may change its addresses and/or email addresses for notices pursuant to a written notice that is given in accordance with the terms hereof. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. Mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 11.7 Amendment of Agreement. For the purpose of any amendment to this Agreement, "Owner" shall mean only the Owner as defined herein and those parties, if any, who have specifically been granted, in writing by the Owner, the power to enter into such amendments. No amendment to this Agreement shall be valid unless signed in writing by Owner and Town. 11.8 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest or the legal representatives of the Parties hereto. The Owner shall have the right to assign or transfer all or any portion of its interests, rights, or obligations under this Agreement: (a) to the Association; and (b) to an entity or entities formed for the purpose of developing the Property which are managed by an affiliate of the Owner and comprised of affiliates of the Owner. Further, the Owner shall have the right to assign or transfer all or any portion of its interests, rights or obligations under this Agreement to third parties acquiring an interest or estate in the Property, including, but not limited to, purchasers or long-term ground lessees of individual lots, parcels, or of any improvements now or hereafter located within the Property. Notwithstanding the forgoing, any assignee shall fully assume in writing all obligations of the Owner assigned to such assignee and Owner must obtain the Town's written consent to such assignment, which consent will not be unreasonably withheld or delayed if the Owner has reasonably demonstrated to the Town that the assignee has the financial capability to perform the obligations under this Agreement so assigned. 11.9 Counterparts. This Agreement shall be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any electronically delivered counterparts shall have the same force and effect as an "ink -signed" original. 11.10 No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part I of the Colorado Revised Statutes. Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 13 IN WITNESS WHEREOF, this Agreement has been entered into by and between the Town and Developer as of the date and year first above written. TOWN OF AVON: By: Tamra N. Underwood, Mayor APPROVED AS TO FOR: By: Nina P. Willims, Town Attorney DEVELOPER: Attest: Miguel Casanueva, Town Clerk HIDDEN VALLEY DEVELOPMENT, LLC, a Colorado limited liability company By: Steve MacDonald, Member STATE OF COLORADO ) ) SS COUNTY OF EAGLE ) The foregoing Development Agreement was acknowledged before me this day of 2025 by as of , the Developer under this Agreement. Witness my hand and official seal.\ My commission expires: Notary Public Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 14 EXHIBIT A HIDDEN VALLEY ESTATES FINAL PLAT A RESUBDIVISION OF TRACT Y, MOUNTAIN STAR FILING NO. 3, ACCORDING TO THE PLAT RECORDED 09/07/2023 AT RECEPTION NO. 202312323 TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO EXCERPT.• PAGE 2 F-I NAL PLAT HIDDEN VALLEY ESTATES A RESUROIVISION OF TRACI' Y. MOUNTAIN SI'AR FILING Na 3 °'" •'�°°•"•' 'TOWN OF AVON. COUNTY OF EAGLE, STATE OF COLORADO - s ---w "` • �..�. r _ ----------------------- ura- ------------ N, +Y "'�_•�.6� _�p� A. ` / ..se deer oe..�.�...�•ae Q��ACT � ..w.RJ� � i �-.�I�-_7-•_:�Y.}'_�_�� ter: / CL � 1 kp iiiLaaa.� ; ' F `ate .ro._ .-� ...... BENCNMARI[ AT AMENDMEHTTNNa- a,� .. .. — METCALF ROAD (VARKSLE YAOTi R.O.W.) Gar Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 15 EXHIBIT B Revised Engineering Cost Estimate Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 16 Tract Y Parcel, Metcalf Road, Avon Site Development April 17 2023 (updated 10/22/24, 4/30/25) ALPINE AEI ENGINEERING INC. ITEM DESCRIPTION UNIT QUANTITY To Completion UNIT PRICE TOTAL MISCELLANEOUS 1 Mobilization LS 1 $ - $ 55,000.00 $ 2 Traffic Control LS 1 $ 1,000.00 $ 6,000.00 $ 1,000.00 3 lConstruction Surveying (Site & Asbuilts) LS 1 $ 10,000.00 $ 15,000.00 $ 10,000.00 4 Geotechnical Testing LS 1 $ 4,500.00 $ 9,000.00 $ 4,500.00 5 Clearing and Grubbing LS 1 $ - $ 15,000.00 $ - 6 Revegetation LS 1 $ 15,000.00 $ 20,000.00 $ 15,000.00 TOTAL MISC. $ 30,500.00 EARTHWORKS $ - 7 Topsoil Remove (6") Cy 2,835 0 $ 6.00 $ - 8 Topsoil Replace (6" in landscape areas) Cy 1,048 $ 9.00 $ 9,432.00 9 Topsoil Export Cy 1,787 800 $ 20.00 $ 16,000.00 10 Excavation Cy 7,181 2000 $ 7.00 $ 14,000.00 11 lEmbankment Cy 31,660 500 $ 12.00 $ 6,000.00 12 Subgrade Preparation roads/ walks Sy 6,617 $ 3.00 $ 19,851.00 13 Concrete Site Walls (includes footing) Cy 83 $ 700.00 $ 58,100.00 14 Boulder Wall (height varies, see plans) LF 1,274 1200 $ 60.00 $ 72,000.00 TOTAL EARTHWORKS $ 195,383.00 SITE (47,548 SF asphalt paving) 15 Asphalt Shear Step LF 53 $ 2.00 $ 106.00 16 Asphalt (4")* TN 1207 $ 150.00 $ 181,050.00 17 Basecourse (T) road, pan, sidewalk* TN 1898 $ 45.00 $ 85,410.00 18 Concrete sidewalk (5' wide) SF 495 $ 15.00 $ 7,425.00 19 Concrete drainage pan- T wide SF 3096 $ 18.00 $ 55,728.00 20 Crusher Fines Path SF 6889 $ 2.00 $ 13,778.00 21 Signage EA 2 $ 1,000.00 $ 2,000.00 TOTAL SITE $ 345,391.00 UTILITY Sewer 22 Connect to existing sewer MH EA 1 0 $ 1,100.00 $ 23 8" SDR 35 Sewer Main LF 691 0 $90.00 $ 24 Sewer Video & Testing LF 691 0 $3.00 $ 25 4' Diameter Sewer Manhole EA 7 0 $5,200.00 $ 26 4" PVC Sewer Service (w/ cleanout) LF 2333 0 $67.00 $ Water $ 27 Connect to existing water main EA 1 0 $ 2,900.00 $ 28 8" DIP Water Main LF 1030 0 $98.00 $ 29 8" Gate Valve EA 6 0 $2,900.00 $ 30 8" Bend EA 9 0 $900.00 $ 31 8"x8"x6" Tee EA 4 0 $1,500.00 $ 32 10"x10"x8" Tee EA 1 0 $1,500.00 $ 33 10" Gate Valve EA 2 0 $1,200.00 $ 34 Fire Hydrant Assembly EA 4 0 $8,400.00 $ 35 6" DIP Water Main LF 48 0 $67.00 $ 36 6" Gate Valve EA 4 0 $2,100.00 $ Tract Y Parcel, Metcalf Road, Avon Site Development April 17 2023 (updated 10/22/24, 4/30/25) ALPINE A401 ENGINEERING INC. 37 8" x 6" Tee EA 4 0 $650.00 $ 38 PureCor Water Service LF 2019 1000 $54.00 $ 54,000.00 39 Service Line Curb Stop LF 53 23 $50.00 $ 1,150.00 TOTAL UTILITY $ 55,150.00 STORM 40 8" HDPE Storm LF 96 $ 60.00 $ 5,760.00 41 18" HDPE Storm LF 23 $ 80.00 $ 1,840.00 42 18" CMP Flared End Sections EA 1 $ 800.00 $ 800.00 43 24" HDPE Storm LF 671 $ 90.00 44 24" Storm Concrete Headwall (includes footing) Cy 13 $ 800.00 $ 10,400.00 45 24" CMP Flared End Sections EA 2 $ 1,000.00 46 4' Diameter Storm Manhole w/ 2'x3' Valley Grate EA 5 0 $ 6,000.00 47 2'x3' Concrete Inlet w/ 2'x3' Valley Grate EA 1 $ 4,200.00 $ 4,200.00 48 66"x5l" Arch Pipe LF 93 0 $ 400.00 $ 49 Arch Pipe Concrete Headwalls (includes footing) Cy 35.8 0 $ 800.00 $ 50 Riprap Cy 51 0 $ 225.00 $ 51 3'x3' Type C Inlet EA 1 0 $ 5,100.00 $ TOTAL UTILITY $ 17,240.00 SHALLOW UTILITIES 52 Trenching (Primary Elec/Comm/Secondary)-Joint LF 1,025 $ 15.00 53 Trenching (Secondary Elec. & Comm) -Joint LF 690 $ 13.00 $ 8,970.00 54 Trenching (Primary Elec. Only) LF 440 $ 15.00 $ 55 Trenching (Secondary Elec. Only) LF 1,385 $ 13.00 $ 18,005.00 56 Trenching (Comm. Only) LF 1,263 0 $ 13.00 $ 57 Electric Transformer/Vault/Secondary Peds EA 8 2 $ 750.00 $ 1,500.00 58 4" Conduit Comm. Main LF 2,709 0 $ 10.00 $ - 59 4" Conduit Elec. Primary Conduit LF 3,009 0 $ 10.00 $ 60 2" Conduit Communication LF 1,681 $ 6.00 $ 10,086.00 61 2" Conduit Elec. Service LF 2,603 $ 6.00 $ 15,618.00 62 PE Gas Connection to Existing Main EA 1 0 $ 5,000.00 $ 63 PE Gas Main Trench and Backfill LF 1,341 0 $ 10.00 $ 64 PE Gas Service Trench and Backfill LF 1,667 0 $ 10.00 $ TOTAL SHALLOW UTILITY $ 54,179.00 SEDIMENT CONTROL 65 Tracking Pad EA 1 0 $ 1,500.00 $ - 66 Inlet Protection (Erosion Log) EA 2 0 $ 100.00 $ - 67 Inlet Protection (Erosion Log & Silt Sack) EA 6 0 $ 500.00 $ 68 Erosion Log (perimeter) LF 667 0 $ 3.00 $ 69 Erosion Log (ditch) EA 8 $ 150.00 $ 1,200.00 70 Concrete Washout EA 1 $ 500.00 $ 500.00 TOTAL SEDIMENT CONTROL $ 1,700.00 GRAND TOTAL $ 699,543.00 10% Contingency $ 69,954.30 GRAND TOTAL + Contingency $ 769,497.30 Tract Y Parcel, Metcalf Road, Avon Site Development April 17 2023 (updated 10/22/24, 4/30/25) ALPINE AEI ENGINEERING INC. 'Overages: 10% compaction of embankment, 10% asphalt, 10% base course. This takeoff does not include engineering, tap fees, Construction Admin., Permit Fees, Town Fees, private irrigation, off -site utility upgrades, or other off -site improvements. The actual cost may vary significantly based upon final design, hauling and disposal of excess materials, amount of unsuitable material encountered, the cost and availability of labor, equipment, material and market conditions. Holy Cross Energy materials and labor not included. Blackhills Energy materials and labor not included. EXHIBIT C Revised Phasing Plan Hidden Valley Estates Tract Y Development Agreement May 22, 2025 Page 17 May 16, 2025 Hidden Valley Staging Plan Narrative Phase 1 Infrastructure Utilities, storm drain, and road base layer Phase 2 Buildings A, B, C, D, E Building construction and associated grading around buildings All areas achieving final grade to be revegetated 3" asphalt lift at roadways, 2" asphalt lift at driveways for driveway access to these buildings along with area for temporary emergency services vehicle turnaround Phase 3 Buildings F, G Building construction and associated grading around buildings All areas achieving final grade to be revegetated 3" asphalt lift at roadways, 2" asphalt lift at driveways for driveway access to these buildings along with area for temporary emergency services vehicle turnaround Phase 4 Buildings H, I Building construction and associated grading around buildings All areas achieving final grade to be revegetated 3" asphalt lift at roadways, 2" asphalt lift at driveways for driveway access to these buildings along with area for temporary emergency services vehicle turnaround Phase 5 Buildings S, T, U Building construction and associated grading around buildings All areas achieving final grade to be revegetated Phase 6 Buildings O, P, Q, R Building construction and associated grading around buildings All areas achieving final grade to be revegetated 3" asphalt lift at roadways, 2" asphalt lift at driveways for driveway access to these buildings Phase 7 Buildings J, K, L, M, N Building construction and associated grading around buildings All areas achieving final grade to be revegetated Phase 8 Building V Building construction and associated grading around buildings 3" asphalt lift for driveway access to these buildings All areas achieving final grade to be revegetated Phase 9 (not shown) Final 2" asphalt lift on all roads Revegetate all remaining landscape areas as they achieve final grade F PHASE INFRASTRUCTURE PHASE \ BUILDINGS \ PHASE 7 \ L A, B, C, D, E 1 \ e ` uNn CIVIL PHASE 3 e BUILDINGS 1 PHgSA 7' \ E F,G 1^ 6 qgp \ HALT —�,—� \♦ Alpine Engineering c�ix. nun waa,Y i ,/ '�' �% j , o PHASE 4 v I — �� v♦°�" ". BUILDINGS 7 H, I �f^a,-= '.Ti PHASE 6 v' PHASE 4 ♦♦ 77 LANDSCAPE PHASES A BUILDINGS — _ �"' " /� A vvgsp9s S,T,U _ _'r ��__ ♦`y�4\ a�K PHASE 6 BUILDINGS \ PHASE 5 1� \\ Q, P, Q,R \\ -" I \ NOTES PHASE TRACI ti' 1 \ `\ BUILDING V 'r f — 5— \ 1, K, L, M, N \ PHASE 3 PHASE 8 1 BUILDING V / \ \\ -. Z\ / ,v�pw pcerxN k I \ FI � I S S U E S - PHASE 2 ASPHALT a,+r., r--_---_--- I — PHASE 2 1 PHASE 8 11 v 1177 - �_—=c-----_II PHASE 8ASPHALT"`. '., --— Hidden vaoey E,ble� Staging Plan TO: Honorable Mayor Tamra N. Underwood and Council members FROM: Eric Heil, Town Manager and Eva Wilson, Town Engineer RE: Capital Improvements Program Update DATE: June 6, 2025 Avon COI aH P. li i, SUMMARY: This report provides an update on pending major Capital Improvements Projects this summer. A comprehensive list of all projects funded by the Capital Improvements Project Fund and the 5 year Capital Improvements Program will be presented to Council this fall as part of the 2026 budget. Nearly all of the pending major Capital Improvements Projects this summer are the result of many years of design, community engagement, and grant awards. Engineering staff is fully focused on these pending projects through this fall due to the magnitude, complexity and need for daily attention. There are currently over $20M in value of active public construction projects this summer in Avon. In addition to the pending projects, Engineering is reviewing road designs for the Village (at Avon) which would complete the road and utility installation on the valley floor (i.e. between Piedmont and Chapel Square/City Market). Traer Creek and the Traer Creek Metropolitan District area are actively working on financing and plan to commence construction this late summer or fall. Pending Major Capital Improvements Projects include: Project Name Amount Public Works Garage $4,888,038 East Park Restrooms $5,700,000 Eaglebend Park Refurbishment $890,000 US6 Pedestrian Safety $6,070,000 Avon Road Pedestrian Crossing Improvements $750,000 Village (at Avon) P1 Recreation Trail $250,000 Vail Valley Foundation Pre -School — Bus Stop $150,000 Repair Avon Road/Benchmark Road Pedestrian Crossing $50,000 Repair West Avon Preserve Trail $35,000 Repair Nottingham Puder Ditch Pump Station (for irrigation) $300,000 Paint Avon Pavilion Terrace understructure $20,000 Pedestrian Mall Extension Design $425,000 West Beaver Creek Boulevard Bridge Repair (design in 2025) $1,120,000 Post Boulevard Bridge Repair $100,000 Assessment of Retaining Walls $80,000 Assessment of Metcalf Road Hillside $80,000 Nottingham Reservoir Maintenance $100,000 Avon Road Round -About #1 and #2 (design) $30,000 Picnic Pavilion Design $35,000 TOTAL $21,073,038 970.748.4004 eric@avon.org Projects completed to date this year include: Project Name Amount Install monument signs for Recreation Center, O'Neil Spur Park, Eagle Bend Park, and Wildridge Park $75,000 Electric Vehicle Charging Station at Avon Police Department $100,000 Upgrade to Avon Regional Recycle Center (grant funds and partnership with Eagle County) $434,714 Install HVAC separation to Avon Regional Transportation Facility (ARTF) $312,000 Repair Recreation Center Pool Deck $70,000 Repair Art Pedestals and install Solar Lights $75,000 Repair the Fleet Vehicle Lifts in the Wash Bay $320,000 TOTAL $1,386,714 No action or direction is requested by Council at this time. Thank you, Eric and Eva ATTACHMENT A: Capital Improvement Projects Slides Page 2 of 2 Avon C O L O R A D O Capital Improvements Project Update n June 10, 2025 .4vo n GG11.G:1.A::,: Capital Improvements Project Update n June 10, 2025 QUo n COLGRADC � � � it i } � - � � �� _ -� � .. - r -1 L- J Land sc8ObdtM edian Areas Eaglebend Crossing River Edge -Crossing Stonebridge Intersection Landscaped Median Kreas -earn Mountain Stream Crossing C y. _ 4 A t. Ar + f a �Nine Flashing Beacons i y; ILL Ap � M � b +r> r Capital Improvements Project Update June 10, 2025 n Avo n GG11.G:,A::,: QULDNr orf w- - :ZA, 0 Capital Improvements Project Update May 27, 2025 Avon COLGRADC %hE DEVELOPMENT SUMMARY WT —6. ( ni SFj rtum 51TE PAMING Capital Improvements Project Update June 10, 2025 . . . . . . . . . . . . . . EDU�1(10N LOI UTL um ILl"I"I A AvonGG11.G:1.A:"�-. y Capital Improvements Project Update June 10, 2025 n Avo n GG11.G:,A::,: Capital Improvements Project Update n June 10, 2025 .4vo n GG11.G:1.A::,: i l r, Capital Improvements Project Update n June 10, 2025 QUo n COLGRADC .. •_.. t AY --'- - � - ClYfiC * DYE --- f Jj r J hb a ~ :►w:F..,i � I � ar.N � lI +�� ' (�� , � 4 � ♦ � �0�v- tit j: fi q r�:"i-'•`ati ��'.� � � .r_...�.,.- iti �t�..�e.Ta.. i i,. � 'Y'/.{.�I, r- r' .'' 4 l `��ij• �...i I :h', � 1 � r titifY /.�_� � 4�71� .r .. � ;nI �,:�„4y, pd ,h � � �� y<; II �-1'rr �-=Tial:l�S T �'� •' rig' � IJ• � �j . i � r ::` � i � +� Nat pIA L � � M I ! 1 ..L� F . 'C• �� _ __'1 I /`—h�� eM.�•7 �.. Y VVV - ��'' -- _ ♦ •t.' 'ice •. -�°• ��T'T IFP �7�•-L' 1 .a. �� cc A e o n s !.r ,� v e N wyvoat„W hYoM j ,-Il y� i 37 j i Y /• r •.: I .. �uTdf-6 � • I� 1 �' t' � .�. � �3�� 'y Capital Improvements Project Update n June 10, 2025 .4vo n G C:'I. G:a&:: Capital Improvements Project Update n June 10, 2025 .4vo n GG11.G:1.A::,: I Capital Improvements Project Update n June 10, 2025 .4vo n GG11.G:1.A::,: tidk ■ _ x'�. Capital Improvements Project Update n June 10, 2025 .4vo n GG11.G:1.A::,: . as Capital Improvements Project Update June 10, 2025 �x 5'- n Avo n GG11.G:,A::,: Capital Improvements Project Update n June 10, 2025 .4vo n GG11.G:1.A::,: Ll L- J P -� • TFci • r � � •'�" S�ae s# + Q r' Capital Improvements Project Update June 10, 2025 n Avo n �::1.G:,A::,: Capital Improvements Project Update June 10, 2025 n QU o n COLGRADC TO: Honorable Mayor Underwood and Council members A FROM: Emily Dennis, Special Events Coordinator Avon RE: Colorado Creative Industries Summit Summary DATE: May 19, 2025 c 0 1 0 H A [J 0 SUMMARY: This report provides a summary of the Colorado Creative Industries ("CCI") Summit and includes feedback from the five attendees, including a CASE Committee Member and Town Staff. Individuals attended the CCI Summit to learn more about the Grand Junction community as a Colorado Creative District designation and to attend sessions relevant to the enhancement of the Town's Arts and Culture initiatives. This is submitted as a written report and no action by Council is requested. BACKGROUND: CCI, a division of the Colorado Office of Economic Development and International Trade, hosts an annual two-day summit each May. The event brings together artists, creative entrepreneurs, cultural workers, and community leaders to explore practical strategies for creative business and collaboration. The 12th annual summit took place on May 1-2 in Grand Junction, Colorado. ATTENDEES: A group of five individuals attended the conference on Avon's behalf. 1. Ineke de Jong — Town Chief Administrative Officer 2. Danita Dempsey — Town Chief Cultural Officer 3. Chelsea Van Winkle — Town Senior Special Events Coordinator 4. Emily Dennis — Town Special Events Coordinator 5. Ian Grask — CASE Committee Member SESSIONS & CONTENT: The CCI Summit offers concurrent sessions and/or tours over the course of two days, as well as several exhibitors offering information and interactive experiences. Below is a list of sessions Avon representatives attended. 1. Coffee Chat with CCI Director, Josh Blanchard 2. Collaborating for Success: Navigating the Challenges and Opportunities of Working with Nonprofits to Serve Youth 3. Expanding the Artists' Role in Placemaking and Design 4. Designing Accessible Art Programs for our Aging Population 5. Mayoral Perspectives: Advancing the Arts through Local Governments 6. Downtown Art on the Corner Tour 7. From Vacant to Vibrant: A Case Study in the Preservation & Activation of an Arts Space 8. Building Community: County and Municipal Arts Programs 9. Igniting Creativity: The Film Exposure Program's Impact on Rural Colorado 10. Using Arts & Humanities to Foster Community Conversations 11. The Art of Inclusive Leadership: Building Diverse Boards for Practical Impact 12. Philanthropy Colorado Arts Funder Session 13. Social Prescribing and the Global Impacts of Arts as a Tool to Heal 14. Where Creative Industries and Preservation Collide: Incentives to Revitalize Communities 15. Innovative Directions in Public Art: Sound, Light, Performance, and More 970-748-4037 edennis@avon.org KEY TAKEAWAYS: 1. Explore applying for the Colorado Creative District designation in 2026. 2. Research peer community policies that have a dedicated funding source through one percent of all Capital Improvement Project budgets allocated to developing and enhancing their arts and culture offerings (Adams County, Grand Junction, Denver County and City of Aspen) . 3. Research ArtSpace, a nonprofit real estate organization that specializes in development of affordable spaces for creatives, to assess the old Fire Station for creative reuse. 4. Consider adult and senior arts and culture programming in response to Avon's aging population. 5. Build capacity and explore experiential learning opportunities to expand the Art Around Avon program via partnerships with Colorado Mountain College and local schools to increase community engagement and educational access within the arts. 6. Pursue applicable grant opportunities, like the Boettcher Rural Catalyst Grant and Think360 Arts for Learning, to support with strategic planning and public art initiatives. Thank you, Emily. Page 2 of 2 TO: Honorable Mayor Phillips and Council members A FROM: Patty McKenny, Deputy Town Manager Avon RE: Grants Program Update C o L o H A D o DATE: May 19, 2025 SUMMARY: The purpose of the written report is to provide an update about the town's grant program and shows the status of activity since November 2024 when the last report was submitted. The program worksheet has been updated and is summarized in Attachment A. The climate for both state and federal grant funding opportunities and awards has been somewhat turbulent this year. Town staff continue to seek opportunities for funding and track current grant awards for funding changes. This is submitted as a written report and no action by Council is requested. BACKGROUND: The Town Manager's Office has prioritized developing and implementing a more formal program for grant administration that would seek to obtain federal, state, and local funding for town wide projects. Town of Avon contracts with Sustainable Strategies (S2), a government affairs and strategic consulting firm based in Washington, DC, and Denver, CO, for grant searching and administration services (full -service grant writing). Town staff meet with S2 monthly, and on an as needed basis, to review grant opportunities and determine which ones to pursue based on Town priorities and ability to compete. STATE AND FEDERAL GRANT PROGRAMS: In light of the current administration, state and federal grant opportunities and actual funding have been in jeopardy of coming to fruition. The administration has taken many steps to reshape federal funding priorities, particularly targeting climate and social programs. Executive Order 14154, issued in January 2025, directed all federal agencies to pause disbursements from major funding laws such as the Inflation Reduction Act (IRA) and the Infrastructure Investment and Jobs Act (IIJA). This was reinforced by OMB Memorandum M-25-13, which halted grants, loans, and financial assistance programs. Several lawsuits have been filed to challenge these freezes, and some federal judges have issued temporary restraining orders in response. State of Colorado program and service offerings are often funded by federal grants such as many transportation grants. The State has also been vulnerable to these administrative shifts due to its reliance on federal dollars and constitutional budget constraints (roughly 30% of the state's $43 billion FY 2024-25 budget, about $12.5 billion, comes from federal sources). Many social programs and infrastructure initiatives have seen impacts to funding programs. Colorado local governments are facing a double hit from both federal and state budget cuts, losing critical funding for transit, infrastructure, and revitalization projects. Both the Dept. of Local Affairs (EIAF & Revitalizing Main Street) and the Colorado Energy Office have paused their grant programs until further notice. Some programs have been halted and recently have been reactivated showing that the grant world is chaotic at best. And more locally for Avon, the NEVI suspension has directly impacted the development of a DC fast charging site at 92 Beaver Creek Blvd. The Colorado Energy Office (CEO) has had to reprioritize projects, limiting available funding to site design and permitting up to $10,000. No additional expenditure, including equipment purchases, is allowed without prior CEO approval. The state is actively working to regain access to the remaining federal funds and has committed to keeping project partners informed as the situation evolves. Fortunately, Avon is not impacted by other grant disruptions at the moment and is tracking closely its grant award contracts. Town staff continue to explore grant opportunities including federal and state offerings that support the CIP plan. There may be some funding available for the Fleet Building improvements through the Federal Transit 970-748-4021 pmckenny@comcast.net Administration (FY 2025 FTA Low or No Emission Grant Program and the Grants for Buses and Bus Facilities Competitive Program). DOLA and GOCO funding will be considered later this year for future projects related to housing and the skate park. AVON'S GRANT PROGRAM HIGHLIGHTS: Please see Attachment A for the status of the Town's grant funded programs. The list of approved grants shows funding that has been awarded, some fully in 2024 and some in 2025, and some projects that are still pending. Most projects are funded based on a reimbursement basis. The table below shows the status of submitted applications from 2024 and 2025, unfortunately, with none of them coming to fruition: Grant Name Purpose Amount Status of Application National Endowment for Avon Cultural & Arts Strategic $100K Feds eliminated funding the Arts Plan Congressionally Avon Childcare Center (Partner $1 M This project was not approved for Directed Spending with Vail Valley Foundation Congressionally Directed Funding (Federal Earmarks) due to budget delays and reductions in federal spending Dept. of Local Affairs Avon Public Works Garage Solar $875K Denied due to reduction in state EIAF Funding & Battery Backup budget and heightened competitiveness (Winter Park received funds for virtually same project) T-Mobile Grant This program will fund projects $33,105 The application was not accepted as that foster local connections, like part of this round of grant awards. technology upgrades, outdoor spaces, the arts, and community centers. Applicants must have a population of less than 50,000 FINANCIAL CONSIDERATIONS: The 2025 budget includes funds to continue supporting the retainer arrangement with S2 for their advocacy and grant writing services. Project teams for grant submittals and administration typically include the point of contact from the department, the town manager's office, and a finance staff member. Staff will present updates to the budget as grant funds are awarded. TOWN MANAGER RECOMMENDATION OR COMMENTS: PROPOSED MOTION: No motion is required as this is a written report only. Thank you, Patty ATTACHMENT A: Summary of Grant Programs Page 2 of 2 ATTACHMENT A Town of Avon, Colorado 61612025 Federal and State Grants Summary There are no active grant applications at this time. Staff is compiling an application for submittal for the FTA Low or No Emmissions Grant Program & Grants for Buses & Bus Facilities Competitive Program APPLICATIONSDENIED GRANT i 1 Department of Local Affairs Energy & Mineral Impact NA NA Denied due to reduction in state budget and heightened competitiveness EIAF 25-091 CRC Assistance Funds (Winter Park received funds for virtually same project) Avon Public Works Solar & Battery Backup 2 T-Mobile Grant T-Mobile Home Town NA NA The application was not accepted as part of this round of grant awards. Community Mural Project Grant 3 NEA "Our Town" Program National Endowment for NA NA Feds eliminated funding Develop Avon's Cultural and Arts Strategic Plan the Arts 4 Congressional Directed Spending (Federal Earmarks) US HUD Community NA NA This project was not approved for Congressionally Directed Funding Avon Childcare Center Development Funds due to budget delays and reductions in federal spending 1 DC Fast Chargers Plaza Program (DCFC) Colorado Energy Office $ 560,000 $ 190,000 2 Charge Ahead Colorado (CAC) Colorado Energy Office $ 12,500 $ 12,500 High Speed L2 Charger for Police Station location 3 CDOT Grant Program (5339) CDOT Capital Grant $ 256,000 $ 64,000 Fleet Lift Replacement (2023 grant) 4 CDOT Grant Program (5339) CDOT Capital Grant $ 300,000 $ 60,000 Fleet Lift Replacement (2024 grant) 5 CDOT / FTA Grant Program (5339) CDOT & Federal $ 2,799,986 $ 271,320 Purchase of 2 EV Buses Transportation Authority 6 CDOT / FTA Grant Program (5339) CDOT $ 776,000 $ 194,000 Replace Bus with Hybrid Bus 7 CDOT Grant Program CDOT $ 384,000 $ 96,000 Bus Charging Equipment (2025 grant) 8 CDOT 5311 Transit Operations CDOT $ 260,960 $ Funding for annual Transit Operations 9 CDOT 5304 Planning Grant CDOT $ 40,000 $ 10,000 Funding for drafting a 10 year Town of Avon Transit Plan This program is pending as It has recently been on hold Awarded $560 K Project completed Construction Completed Contract Pending Grant Agreement needs Council Approval 6/10/25 1) State FASTER Funds Contract Awarded $1,085,280 2) Local Funds Matched by TOA: $271,320 3) CTE Funds Awarded $1,714,706 Grant Agreement needs Council Approval 6/10/25 Contract Pending 2025 Funds were awarded at a higher rate Grant Agreement needs Council Approval 6/10/25 Subject to Change 1 of 3 ATTACHMENT A Town of Avon, Colorado 6/6/2025 Federal and State Grants Summary 10 Recycling Resources Economic Opportunity (RREO) Styrofoam Densifier at the Avon Recycling Center 11 More Housing NOW and Land Use Initiatives Regional Housing Action Plan 12 Local Planning Capacity Grant Eagle County Regional Housing Authority Project 13 Colorado Early Childhood Stabilization Bonus Grant 14 Community Impact Fund - Third Cycle Grant Request Revitalize Eaglebend Pocket Park 15 Main Street LIVE: Livability Investments for Vibrant Economies Harry A. Nottingham Park Restrooms, Skatepark Plaza and Park Area Infrastructure Improvements 16 Colorado Water Plan Grants Town of Avon's Benchmark Reservoir Conservation Project - Design Phase for New Irrigation System 17 CDOT Grant Avon-US6 safety & Mobility Improvements Project 18 2023 SMART - LE Workforce, Retention, and Tuition Grant Program Police Officers (2) Compensation 19 Synthetic Opiate Poisoning Investigation & Distribution Interdiction Grant Program Application for the Fentanyl Grant Program Subject to Change Colorado Department of $ 111,000 $ Public Health and Environment State $ 200,000 $ 8,000 Energy / Mineral Impact Assistance Fund Department of Local $ 160,000 $ 20,000 Affairs (DOLA) CO Dept. of Human $ 7,023 $ Services - Office of Early Childhood Great Outdoors Colorado $ 375,000 $ 175,000 (GOCO) Dan Omasta State $ 1,000,000 $ Energy / Mineral Impact Asssitance Fund Colorado Water $ 60,000 $ 20,000 Conservation Board Colorado Department of $ 4,800,000 $ 300,000 Transportation (CDOT) Colorado Division of $ 110,200 $ - Criminal Justice Colorado Division of $ 50,000 $ 50,000 Criminal Justice Project Completed 2025 Funds Awarded $111 K Awarded $200K Contract Executed Reviewed by DOLA Oct 24 & 25 $24,000 Avon, Vail and Eagle County split $8K each Awarded $160 K Contract Executed Matching Funds: TOA: $20K Eagle County: $20K Funds Awarded Funding Awarded $375K Funding Awarded $1M Contract Executed Executed Grant Agreement Amended #1-11/25/2024 Grant Expires 2/28/26 Funding awarded 2023 Project pending (staffing challenges) Revitalizing Main Street Grant $2M MMOF Grant 1$1 M MMOF Grant 11$1.6M Eagle County Contribution $200K Town of Avon Contribution $300K Pricing may vary & subject to change with external factors & outcomes of construction bids Funding Awarded $110,200 Funding Awarded $50K 2of3 ATTACHMENT A Town of Avon, Colorado 6/6/2025 Federal and State Grants Summary 20 2023 Edward Byrne Memorial Justice Assistance Grant Program (JAG) Purchase of 8 Automatic License Plate Reader (LPR) Cameras 21 2024 SMART - SP Workforce, Retention, and Tuition Grant Program Police Officer Compensation Colorado Division of $ 26,000 $ Criminal Justice Colorado Division of $ 117,000 $ Criminal Justice 26,000 Funding Awarded $20K September 2023 Funding Awarded $117K Subject to Change 3 of 3 HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, MAY 20, 2025 HYBRID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOM 1. ROLL CALL Present - .von C O L O R A D O Committee Members: Committee Chair Nancy Tashman, Amy Phillips, Derek George, Kathy Ryan and Courtney Walters Rawson (virtual). Staff: Recreation Director Michael Labagh, Aquatics Superintendent Kacy Carmichael, Recreation Services Superintendent Jerrica Miller, Aquatics Coordinator Andres Sassi, General Government Fellow Arnell Wade, Town Manager Eric Heil Town Council: Councilor Ruth Stanley Absent - Committee Members: Sonia Martinez, Pat Nolan, Vice Chair Lisa Post Town Council: Kevin Hyatt Committee Chair Nancy Tashman opened the meeting at 12:01 p.m. 2. APPROVAL OF THE AGENDA Committee Chair Nancy Tashman made a request for a motion to approve the agenda. Kathy Ryan moved to approve the agenda and Amy Phillips seconded the motion to approve the agenda. Committee Chair Nancy Tashman declared the agenda approved. 3. APPROVAL OF THE MARCH 11, 2025 MEETING MINUTES Committee Chair Nancy Tashman made a request for a motion to approve the minutes of the March 11, 2025, meeting. Amy Phillips moved to approve the meeting minutes, Derek George seconded the motion and Committee Chair Nancy Tashman declared the minutes approved. 4. PUBLIC COMMENTS No public comments were made in person or online via Zoom. 5. BUSINESS ITEMS 5.1 Recreation Department Update Recreation Director Michael Labagh provided a brief update regarding the status of the recreation center. Recreation Services Superintendent Jerrica Miller presented a recap of the winter and spring programs, commending the attendance levels and highlighting the joy and enthusiasm evident on the children's faces. Committee members inquired about various logistical aspects of the programs, including age groups, schedules, event nature, and attendance figures. Recreation Director Michael Labagh proceeded to discuss the babysitter training program, after which Aquatics Superintendent Kacy Carmichael elaborated on the upcoming opportunity for this program, scheduled for June. Additionally, Aquatics Superintendent Kacy Carmichael shared current recreation center statistics and commented on the strong participation and attendance observed during the recent all -staff spring training. During the month of May, the recreation center underwent its first closure of the year to accommodate repairs and renovations. These updates include enhancements to the break room, lobby area, aquatics area, and the multi -use studio space. Page 1 of 4 HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, MAY 20, 2025 .von RID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOMC O L O R A D O Following this, Recreation Director Michael Labagh introduced Andres Sassi Avon's new Aquatics Coordinator to the committee. Andres provided an overview of his background and professional experiences and expressed his enthusiasm for joining the Avon community and contributing to its development. Committee Member Kathy Ryan raised an inquiry regarding the absence of a lap lane at the swimming area in Nottingham Lake. Aquatics Superintendent Kacy Carmichael explained that the addition of such a feature was currently unfeasible due to water depth constraints and other immediate operational needs. Committee Member Kathy Ryan subsequently expressed concern regarding this issue. Recreation Director Michael Labagh outlined upcoming summer programs and encouraged community members to participate. Aquatics Coordinator Andres Sassi shared his intention to leverage his expertise to further integrate swimming into the recreational offerings in Avon. Additionally, Recreation Services Superintendent Jerrica Miller provided insights regarding future adult day trip opportunities planned for the summer and fall across various locations in Colorado. Committee Member Kathy Ryan and Councilor Ruth Stanley inquired about the registration process, marketing strategies, and fees associated with these adult day trips. Both Recreation Services Superintendent Jerrica Miller and Recreation Director Michael Labagh addressed these inquiries accordingly. Recreation Director Michael Labagh proceeded to outline recent park updates, which included sand restoration, the installation of shade covers for pickleball courts, refreshed pedal boats, and considerations regarding new signage and slow zones along recreational pathways. Committee Member Kathy Ryan expressed significant concern regarding young children operating a -bikes recklessly, citing the absence of permanent barriers despite commitments made by the committee in the previous year. Town Manager Eric Heil emphasized the importance of promoting path safety and education through appropriate signage. Committee Chair Nancy Tashman inquired whether these children were under supervision, to which Committee Member Kathy Ryan responded no. Committee Member Derek George expressed appreciation for the new safety approach and shared his personal experiences related to dismount zones. Recreation Director Michael Labagh reviewed the results of the recreation center survey, expressing gratitude for the increased participation compared to previous years. Committee Member Amy Phillips noted her surprise that most responses originated from individuals aged 60 to 69. Committee Member Kathy Ryan raised concerns regarding the balance between meeting the needs of park visitors and recreation center patrons. 5.2 Work Session: Recreation Center Refurbishment & Expansion Recreation Director Michael Labagh informed the committee that the town is collaborating with contractors, A.D. Miller and Barker Rinker Seacat Architects for project management and logistical planning related to the recreation center refurbishments and expansions. The Avon Finance Committee has expressed support for these initiatives and provided interesting perspective on how to approach funding a major building renovation. Page 2 of 4 HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, MAY 20, 2025 .von RID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOMC O L O R A D O Town Manager Eric Heil emphasized a strategic approach to capital improvements, suggesting that priority must be given to essential tasks before expansion is pursued, which would likely require debt financing. Town Manager Heil reaffirmed the necessity of the recreation center, citing its positive impact on the community. Committee Member Derek George inquired about the assessment process for determining necessary improvements. Town Manager Eric Heil and Recreation Director Labagh clarified that assessments are conducted based on code compliance, parts availability, life expectancy, and financial feasibility, ensuring that implementation can occur in the near future. Recreation Director Michael Labagh invited further questions from the committee regarding refurbishment and expansion plans and advised members to monitor the upcoming July Town Council meetings for additional updates. Committee Members submitted the following inquiries: - Vice Chair Nancy Tashman: Availability of waterslide parts - Committee Member Kathy Ryan: Compliance with safety regulations - Committee Member Derek George: Strategies for marketing and public communication Town staff addressed each of these concerns accordingly. 5.3 2024 Recreation Department Annual Report Recreation Director Michael Labagh presented the annual report for the Recreation Department, first expressing his appreciation for the hard work and dedication demonstrated by his staff. Recreation Director Labagh provided an overview of the annual report highlighting membership, service, and program data while identifying potential areas for adjustments. Recreation Director Michael Labagh presented several community testimonials to illustrate the recreation center's impact on residents, visitors, and guests. Committee Member Kathy Ryan expressed appreciation for the department's efforts and commended Recreation Director Michael Labagh and his team. Committee Chair Nancy Tashman advocated for the continuation of the report as an annual practice. Committee Member Derek George inquired about the financial expenditure associated with maintaining the pool, acknowledging it as the most significant expense. Aquatics Superintendent Kacy Carmichael explained that costs are driven by maintenance requirements, chemical supplies, parts shortages, code compliance, and staffing requirements. Additional Committee Discussions Committee Member Amy Phillips suggested exploring improved methods for tracking visitor movement within the recreation center to optimize financial impact assessments. Committee Member Derek George proposed conducting comparative analyses of cost recovery trends and identifying new opportunities for annual growth. Committee Member Kathy Ryan questioned whether the parks budget and revenue were separate from the recreation center, asserting that parks may require a dedicated committee. Page 3 of 4 HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, MAY 20, 2025 .von RID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOMC O L O R A D O 6. OTHER BUSINESS AND COMMITTEE MEMBER COMMENTS Committee members engaged in productive discussions regarding improvements to Eaglebend Park and potential developments for an indoor ice skating rink. Committee Member Amy Phillips asked about the village of Avon park planning and when it's coming to this committee? Director Labagh confirmed that this topic would be in front of the Committee in their meeting in July. 7. ADJOURNMENT Committee Chair Nancy Tashman asked if there was a motion to adjourn the meeting. Kathy Ryan moved to adjourn the meeting and Derek George seconded the motion. The meeting adjourned at 1:32 p.m. on May 20, 2025 Respectfully submitted by, Arnell Wade General Government Fellow Page 4 of 4 CASE COMMITTEE MEETING MINUTES THURSDAY, MAY 15, 2025 IN PERSON AT AVON TOWN HALL 1. ROLL CALL Avon C O L O R A D O CASE Committee: Committee Chair Justin Chesney, Kerri Thelen, Kristin Dudding, Amy Lewis, Thomas Walsh, Alejandro Cerda Staff: Senior Special Events Coordinator Chelsea Van Winkle, Special Events Coordinator Emily Dennis, and Town Manager Eric Heil Public: Russell Frederickson, Vail Valley Art Guild Executive Director Virtual: Chuq Yang, Ian Grask, Town Council Member Ruth Stanley, Town Council Member Lindsay Hardy Committee Vice Chair Pedro Campos arrived at 1:00 p.m. The meeting was called to order at 12:30 p.m. 2. MINUTES Amy Lewis motioned to approved March minutes and it passed unanimously. 3. PUBLIC COMMENT No public comments were made. 4. STAFF UPDATE Senior Special Events Coordinator Van Winkle overviewed the agenda, including summer events planning, CASE member's recent visits to Colorado Creative Industries Summit and BreckCreate. She also announced to the group that Town of Avon received two awards from the Colorado Event Industries (CEA) ICON awards on April 24, mentioning that Salute to the USA received awards for "Best Overall Event" and "Best Public Fair or Festival". She reviewed the budget information, stating that Bravo! Vail's event on June 26 will be a great addition to our lineup and there were a few changes to the Cars in the Park with cash sponsorship to help elevate the event. Senior Special Events Coordinator Van Winkle provided the group with an update on the mural call, sharing that the selected artist is Graham Carraway. She mentioned that this mural will be focused more on Avon's agricultural and historical significance, noting that we are hopefully moving to a final design soon and that the artist plans to begin installing at the end of June and finish by mid -July. She mentioned that we did a timelapse of the previous mural on the Avon Elementary School and it was wrapped into the artists' contract. The Committee commented/inquired: A. Do we have a sample of the mural? B. Does the muralist have to be from Colorado? C. I like the schoolhouse element, but wasn't it a bit controversial? D. I love the patterns and the colors. E. Once the artist begins painting, are there any plans to do content creation? F. He seems to have a similar line structure to Pat Milbury but still has his own style. G. Do we have a printable map for our Art Walk? H. Our website needs update on Art Around Avon. The art location where Snowy Owl used to be is being relocated and that spot will no longer be available for art. CASE COMMITTEE MEETING MINUTES, 15 MAY 2025 PAGE 1 1 6 CASE COMMITTEE MEETING MINUTES THURSDAY, MAY 15, 2025 IN PERSON AT AVON TOWN HALL Avon C O L O R A D O J. Is your muralist looking for volunteers? It would be a cool way to collaborate with some of the VVAG members. K. Some of the musical art installations need updating. Senior Special Events Coordinator Van Winkle mentioned that we have a printable map of Art Around Avon as well as a digital version, stating that both versions would be updated once all the art installations are complete on June 5. She also mentioned that we started the installation and deinstallation process a bit earlier this year because some pedestals required repair, noting that the next install date is May 28. She mentioned that we will move the pedestal previously in roundabout #4 to roundabout #5, which is still a high -traffic and visible area. Senior Special Events Coordinator Van Winkle overviewed dog policy updates, telling the group that they will be a great resource for event guests and help answer any questions they may have. She stated that the Town code was updated to say no dogs allowed at events, however, the dog -friendly area is expanded at AvonLIVE! from the Front -of -House tent and behind. She stated that signage will be on -site to reflect the dog -friendly areas at the event, mentioning that dogs must be leashed, well-behaved, and with owners at all times. Town Manager Heil mentioned that he is in support of keeping dogs behind the front -of -house tent and that we should ensure the signage is friendly to our guests, noting that we do not want to be harsh but that we also need to respect all of our guests. The Committee commented/inquired: A. Do service dogs have to have their vests on? B. We should update some of our language for service animals. C. Do we have a process posted if someone has an issue or something happens with a dog? Senior Special Events Coordinator Van Winkle stated that it can get tricky with service dogs, as they are allowed outside of the dog friendly designated areas. She mentioned that the events team plans to post signage and graphics on the website to help educate guests on our policies. She stated that we lean on the hired security team, Citadel, to support dog issues if something were to arise, also stating that we have incident reports to manage those issues and that we will loop in the Avon Police Department as well. Senior Special Events Coordinator Van Winkle reviews low -back chair policies, stating that we are asking the public to have low -back chairs only 5-inches off the ground. Town Manager Heil mentioned that we are moving forward with this policy as was advocated by previous mayor, Amy Phillips. He stated that when you are close to the front of the stage, a lot of people come with blankets, and we do not want any chairs to block their views. He stated that from the front -of -house tent and forward, only low -back chairs will be allowed, and mentioned that high -back chairs are okay. Town Manager Hiel supported different areas throughout the venue for different chair heights so that we are inclusive of all our guests and offer a lot of flexibility and increase awareness through signage. Senior Special Events Coordinator Van Winkle mentioned that AvonLIVE! offers an easier opportunity to build awareness around these policies since we have volunteers and security as each gate. She mentioned that we will continue to be flexible with all our event guests, although Salute to the USA will be a bit different since it is such a large event. She then reviewed the optional premise liquor licensing with the group, so they were aware of how it works. She noted that CASE COMMITTEE MEETING MINUTES, 15 MAY 2025 PAGE 2 1 6 CASE COMMITTEE MEETING MINUTES THURSDAY, MAY 15, 2025 IN PERSON AT AVON TOWN HALL Avon C O L O R A D O Nottingham Park is "open container" and so the license is "shrunk" when we are not having an event. She mentioned that when there is an event happening, our license "expands" which is denoted by the event boundary, and specific signage. She stated that this is only for when an event is selling alcohol, like AvonL/VE! or Salute to the USA. The Committee commented/inquired: A. Is Vail Valley Brew'Au returning? B. Does Dancing in the Park have alcohol? C. Do we have any organizational tents coming back to AvonL/VE!? D. I'm curious about which third -party events applied for alcohol permits. Senior Special Events Coordinator Van Winkle mentioned that the Brew'Au will not be returning to Avon this year, also mentioning that Triple Bypass gives away alcohol and Pride in the Park and Bravo! Vail will not have any alcohol at their events. She also mentioned that the Frequently Asked Questions are on our website for the group to review if they would like to familiarize themselves with our policies. She overviewed the summer event schedule, stating that the Egg Hunt went very well, although it was a very cold day. She mentioned that the Town Clean Up and Sustainability Fair is next week in the Sun & Ski parking Lot. Special Events Coordinator Dennis mentioned that there were a few new additions to the collection portion of the event, noting that we will be working with Veolia to collect household paint items and our Sustainability Manager will be collecting block Styrofoam now that we have our new Styrofoam Densifier at the recycling center. She mentioned that we will still be providing free electronic waste collection for residents as well. Town Manager Heil overviewed the history of the Town Clean Up event, noting that Sarah Smith-Hymes really pushed for something like this during her term as mayor. He also highlighted Sustainability Manager Charlotte Lin's efforts to implement the new Styrofoam densifier equipment and noted that it is the only one on the Western Slope. Senior Special Events Coordinator Van Winkle mentioned that the free SunsetL/VE! concert series kicks off on May 25 and Pride in the Park is a bit later this year on June 14. She mentioned that AvonL/VE! begins with its Battle of the Bands concert on June 11 and that we just released the full AvonL/VE! lineup this week. She mentioned that we have not yet discussed weather for Salute to the USA with Eagle River Fire and that all of our plans include a "boom" and "no boom" scenario just in case, also noting that this year's musical talent includes Lettuce and The Main Squeeze. She also mentioned that we will be relocating food vendors at Salute from the field to Lake Street, noting that the bars will remain on the field and that the kids' activations will move to the south side of the field. She noted that this move will help alleviate the long longs, support staff and guest safety, and eliminate some of the issues we had with back -of -house last year. Town Manager Heil stated that he is curious to see what kind of crowd these bands draw compared to some of our other talent in previous years. He noted that the lines on the field at Salute have become too crowded and that relocating the vendors will be helpful for safety reasons and allow for easier guest travel, mentioning that there are pros and cons to all of the layouts and we will see how it works out. He also mentioned that when the new restrooms open for 2026, it will change the traffic flow of the venue, and we will have to make that whole area accessible to guests. The Committee commented/inquired: CASE COMMITTEE MEETING MINUTES, 15 MAY 2025 PAGE 3 1 6 CASE COMMITTEE MEETING MINUTES THURSDAY, MAY 15, 2025 IN PERSON AT AVON TOWN HALL Avon C O L O R A D O A. We are still working on getting more vendors at Pride in the Park. We're also looking for more volunteers if anyone is interested. You can sign up on the Mountain Pride's website. This year, we're trying to make volunteer shifts shorter so they can enjoy the event. B. Why did we move vendor locations at Salute? C. Bravo! Vail will be partnering with the Eagle Valley Community Foundation during its event on June 26 to have their young entrepreneurs at the event as well as other community concerts. Guests can check out the booths from 4:00- 6:00pm before the concert begins. D. Bravo! Vail's event was amazing last year when I went. The orchestra was so impressive and one of the coolest things I've seen at Ford Amp. E. Does Triple Bypass have a party on the main stage? F. I would like to see if we cannot have bikes in the middle of the venue at AvonL/VE! this year. G. As someone who rides a bike, I think we can allow bikes to lie on the ground. H. Is there a way to have bike parking inside the venue? I. It's a concern of mine as I saw people standing them up. I know we don't want bikes to be at risk of being stolen, but I think people have been inconsiderate of where they put their bikes. Maybe they need to be in the back of the venue in a guarded area. J. Can we make signs about "being considerate"? Maybe putting signage strategically around that includes friendly reminders for guests. K. It could be a great opportunity for volunteers to communicate with guests about bikes or high -back chairs. L. Is there a bike corral for Salute? M. Have you considered selling low -back chairs? A lot of people don't really have beach chairs since we live in the mountains, a lot of us only have camping chairs. It could be a good way to brand and communicate the messaging. N. There are people who bring dogs, chairs, and other equipment on their bikes so they can ride over, unload, and then park bikes elsewhere. Senior Special Events Coordinator Van Winkle continued to overview the summer events schedule. She also mentioned that the events team could consider bike parking inside and outside of the AvonL/VE! footprint to align. Town Manager Heil mentioned that Cars In The Park is a great event but would like to see a new name as the event continues to grow. 5. CURRENT ACTIVITY / PLANNING Senior Special Events Coordinator Van Winkle mentioned that we will hopefully know more about the National Endowment of for Arts (NEA) grant by June. She also stated that the group that attended Colorado Creative Industries (CCI) Summit at the beginning of May had a great time. She mentioned that a recap of CCI and the Peer Community tour to BreckCreate will come in June. Town Manager Heil asked those that joined the community tour to BreckCreate what they thought. He mentioned that Breckenridge receives the most revenue of any ski resort town in Colorado, and that he was glad that CASE Committee members were able to see how other communities implement their arts and culture programs. The Committee inquired/commented: CASE COMMITTEE MEETING MINUTES, 15 MAY 2025 PAGE 4 1 6 CASE COMMITTEE MEETING MINUTES THURSDAY, MAY 15, 2025 IN PERSON AT AVON TOWN HALL Avon C O L O R A D O A. Do you have reports from last year's tours? B. I loved the historical elements and the unique vision of BreckCreate. C. The barn was really cool. D. BreckCreate has a very robust non-profit running programming. It's impressive how they can maintain everything in a sustainable way. E. BreckCreate also convenes with other non -profits. F. Is that a different model than other places? G. Their Colorado Creative District designation also provides them with funding. H. I wonder how they did their capital improvement project funding, but we did not have time to get to that. Senior Special Events Coordinator Van Winkle mentioned that the Town of Silverthorne manages their own programming, which is different because Breckenridge provides BreckCreate with funding to run the programming. Town Manager Heil told the group that they are trying to find the right time to start a signature ticketed event, but we need to simplify this year because of the construction. He mentioned that he wants to make where we are not putting too much effort into planning and building those expectations until the restroom project is completed. He also noted that the budget is flat right now and that we are going into 2026 with some challenges but plan to stay balanced, mentioning that there will not be a lot of changes in 2026. He stated that there is interest in bringing a ticketed event to Avon and Council is supportive of making the venue turnkey since our venue stands out for a large-scale opportunity. The Committee commented/inquired: A. Through Vail Valley Foundation, we work with AEG who adds in their own budget. Live music is getting a little saturated in the valley. We are noticing that tickets are not selling as quickly as they used to. I think the whole industry is a little volatile right now and hard to predict how things will sell. Our tickets are sold through AEG which is how our partnership works with them. Pricing depends on time of year, location, and venue capacity. B. Vail Comedy has been bringing in great talent recently. C. Is tourism down just in Colorado or nationally? I get all the emails and it seems like there are so many concerts. D. If you think about this area and what it was like 10 years ago, we now have free concerts everywhere. We've seen Hot Summer Nights attendance go down year over year. It gets harder to get people there since there are so many offerings in the valley. Senior Special Events Coordinator Van Winkle commented that we will see how tourism goes this summer, but attendance may be softer. Town Manager Heil noted that we saw a lot of increase post-Covid but now we are not sure what the economy will be like in the summer. He mentioned the Town Council meeting on May 27 would include the Capital Improvement Project (CIP) updates and that he would like to review the Old Fire Station, stating that he would like to get direction from Council. He noted that there are challenges to refurbishing the building and expects that Council may not want to put much money into the building. Senior Special Events Coordinator Van Winkle mentioned that ArtSpace is an organization that supports getting these types of projects off the ground, that they could help with funding and provide and estimate on what the project could cost. CASE COMMITTEE MEETING MINUTES, 15 MAY 2025 PAGE 5 1 6 CASE COMMITTEE MEETING MINUTES THURSDAY, MAY 15, 2025 IN PERSON AT AVON TOWN HALL Avon C O L O R A D O Town Manager Heil stated that he is open to discussing ArtSpace but noted that the Old Fire Station project could get very expensive very quickly, also stating that the building would need to be brought up to code which can be costly. He stated that there have not been any non -profits that have the available funding to take over the space, also stating that we are working closely with the Eagle Valley Library District on the pedestrian mall extension and some of what they do overlaps with community ideas for the Old Fire Station. He mentioned that the lot could be used for more parking. The Committee commented/inquired: A. I would hope that Council would not move to demolish the building. B. Maybe we should not overlook the possibility of community non -profits getting involved in that space. My worry is that the Town overlooks other avenues for the building. I'd love to brainstorm more. C. Is ArtSpace a consulting company? D. What if the public created a non-profit to pursue the mission of renovating the art space? E. ArtSpace has a focus on housing. They understand that housing is an issue in this area. Town Manager Heil noted that he is interested in the group's ideas and is not sure where this goes next but would like to gather information and take to Council to figure out the best direction. ADJOURNMENT The meeting was adjourned at 2:00 p.m. Respectfully submitted by: Emily Dennis Special Events Coordinator CASE COMMITTEE MEETING MINUTES, 15 MAY 2025 PAGE 6 1 6 DDA MEETING MINUTES MONDAY, DUNE 2ND, 2025 . v o n HYBRID MEETING, IN PERSON AND VIRTUAL VIA MICROSOFT TEAMS c 0 L 0 R A o 0 1. ROLL CALL The meeting was called to order at 3:00 p.m. DDA Board Chair Tony Emrick presided over the meeting. There was quorum with 11 Board Members present at the time. Present in Person: Chair Tony Emrick, and Board Members Wayne Hanson, Chris Neuswanger, and Matthew Fitzgerald Present Virtually: Board Members Scott Tarbet, Rob Tartre, Councilor Chico Thuon, Lisa Mattis Marcus Lindholm, Gregg Cooper Absent: Board Member Brandt Marott Staff: Community Development Director Matt Pielsticker, Deputy Town Manager Patty McKenny, Chief Financial Officer Paul Redmond, Town Manager Eric Heil, General Government Fellow Arnell Wade 2. APPROVAL OF AGENDA Board Member Wayne Hanson motioned to approve the agenda as presented. Board Member Chris Neuswanger seconded the motion. The motion was approved unanimously. 3. DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS Board Chair Emrick asked if there were any conflicts of interest, and none were disclosed. 4. PUBLIC COMMENT No public comments were made in person nor virtually. 5. BUSINESS ITEMS 5.1 Public Hearing: Early Childhood Education Center Funding Agreement (Chief Finance Officer Paul Redmond) Chief Financial Officer Paul Redmond gave the DDA Board a refresher of the Early Childhood Education Center Funding Agreement from the last DDA Board meeting. Included in the breakdown were: 1) current statistics of childhood services, 2) a project overview and update, 3) financing, 4) construction timeline, 5) operations start date, 6) land lease, and 7) internal contributions made on behalf on the Town of Avon. He reviewed the terms of the funding agreement explaining and acknowledging where the money is coming from, and the municipal code process required for approval of the agreement. Marcus Lindholm inquired about how the Early Childhood Center Funding Agreement fits into DDA. Town Manager Eric Heil explained the project was made to fit under the DDA'S scope and within the last decade, there has been a commitment to support a facility to be used for educational purposes for the Town and all it's residents. He described the needs of childcare and noted that careful considerations have been reviewed with the partners. It was noted the DDA can contribute efficiently and effectively an amount of $412,000 annually to support the cost of this facility. Page 1 DDA MEETING MINUTES MONDAY, DUNE 2ND, 2025 . v o n HYBRID MEETING, IN PERSON AND VIRTUAL VIA MICROSOFT TEAMS c o L o R A D o There was discussion about several topics related to the funding agreement, as follows: ■ Wayne Hanson inquired about the other facilities being built in Eagle County and asked about support from the local pre-k an elementary schools and if there was a lottery component to get into the program? ■ Chris Neuswanger considered communicating to Holy Cross for monetary support as well! ■ Lisa Mattis inquired about financial commitments in the short-term vs the long term in the funding agreement, and tuition numbers/rates heading into operations, and materials/construction costs? ■ Chirs Neuswanger inquired about the land size of this facility, and the number of employees at the facility? ■ Rob Tartre inquired about the additional 1.5 acre and what would it be used for? ■ Matthew Fitzgerald inquired about Town of Avon Employees benefits towards the new facility and program? ■ Marcus Lindholm asked if the Town would support other childcare needs in Avon? ■ Tony Emrick inquired about other committees, boards, groups, foundations or other entities allocating financial support to this Childcare facility. Town Manager Eric Heil and Chief Financial Officer Paul Redmond answered the inquiries from the Board extensively. Board Chair Tony Emrik asked for any members of the public to express their thoughts, opinions and ideas regarding this business item as the Public Comment portion of the public hearing. No public input was made and the Public Comment portion ended at 3:39 pm. Marcus Lindholm announced that he is abstaining from this vote for a potential conflict of interest regarding this business item. Greg Cooper moved to approve the Funding Agreement and Lisa Matthis seconded the motion. The motion passed unanimously (Marcus Lindholm abstained from voting on this business item) 6. MINUTES Board Member Wayne Cooper moved to approve the Minutes from Avon DDA Board Meeting held April 14th, 2025; Board Member Tony Emrick seconded that motion. The minutes were approved unanimously. 7. EXECUTIVE SESSIN 7.1 For the purpose of the potential acquisition of real property in accordance with C.R.S. Section 24-6- 402(4)(a) concerning property in the Town Core. A motion was made to convene into an Executive Session to discuss the topic at 3:43 pm and the session finished at 4:09 pm. Page 2 DDA MEETING MINUTES MONDAY, DUNE 2ND, 2025 . v o n HYBRID MEETING, IN PERSON AND VIRTUAL VIA MICROSOFT TEAMS c o L o R A D o 8. ADJOURNMENT DDA Board Chair Emrick adjourned the meeting at 4:10 pm on June 2nd, 2025. Respectfully submitted by: Arnell Wade General Government Fellow These minutes are only a summary of the proceedings of the meeting. They are not intended to be comprehensive or to include each statement, person speaking or to portray with complete accuracy. The most accurate records of the meeting are the audio of the meeting, which is housed in the Town Clerk's office. Page 3 "'o"POLICE TO: Honorable Mayor Underwood and Avon Town Council members FROM: Coby Cosper, Deputy Chief of Police RE: Information Report on Genasys Protect Application DATE: May 29, 2025 SUMMARY: The Town of Avon, in collaboration with Eagle County Emergency Management and First Responder Agencies, has adopted Genasys Protect, a state-of-the-art emergency management and public alert system software. This platform significantly enhances the Town's ability to define and communicate evacuation zones during wildfires, natural disasters, and other critical incidents to our community. BACKGROUND: Historically, Avon's emergency planning relied on static online maps and printed evacuation guides. While these resources offered general geographic information, they lacked the real- time functionality and precision required for effective emergency response and public communication. The implementation of Genasys Protect represents a substantial advancement in emergency preparedness and coordination. This system enables public safety officials to establish and manage evacuation zones with greater accuracy and efficiency. Real-time alerts can be delivered to residents, visitors, and businesses through text messages, emails, and notifications via the Genasys Protect mobile application. These alerts are supported by dynamic, map -based visuals that improve situational awareness and facilitate informed decision -making. Additionally, residents and guests can now access the Eagle County Emergency Information website (ECEmergency.org) for the most current updates, including detailed evacuation and pre -evacuation zone maps, and designated travel routes during emergencies. To download the Genasys Protect App: https://protect.genasys.com/downloadmn Eagle County Emergency website: https://sites.google.com/eaglecounty.us/ecemergency By providing timely, location -specific information, Genasys Protect enhances public safety, supports at -risk populations, and ensures clearer, more effective direction during evolving emergency events. ATTACHMENT A: Genasys Protect Council PowerPoint Presentation Thank you, Deputy Chief Coby Cosper (970)748-4040 ccosper@avon.org /_uM I'litaiTiw_1 Avon PD Genasys Protect App DC Coby Cosper Genasys App May 27, 2025 Avon C O L O R A D O New Mapping Tools for First Responders and Community >>)� genasys Protect a Fires 00 A6ou 9— Dnwni App Download our Mobile App With the Genasys Protect mobile app, follow a zone or turn on your location to get notified about danger wherever you are Click below to download https://protect.genasys.com https://member.everbridge.net https://sites.google.com/eaglecounty.us/ecemergency Eagle County Public Safety Information TRAFFIC & CLOSURES, WILDFIRES. FLOODS, EMERGENCY PREPAREDNESS. AND MORE. 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