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TC Packet 08-12-2025_____________________________________________________________________________________ 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 TOWN COUNCIL MEETING AGENDA TUESDAY, August 12, 2025 MEETING BEGINS AT 5:00 PM Hybrid meeting; in-person at Avon Town Hall, 100 Mikaela Way or virtually through Zoom, Zoom registration is on the header at Avon.org AVON TOWN COUNCIL PUBLIC MEETING BEGINS AT 5:00 PM 1.CALL TO ORDER AND ROLL CALL 2.APPROVAL OF AGENDA 3.DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS 4.PUBLIC COMMENT – COMMENTS ARE WELCOME ON ITEMS NOT LISTED ON THEFOLLOWING AGENDA Public comments are limited to three (3) minutes. The speaker may be givenone (1) additional minute subject to Council approval.5.CONSENT AGENDA5.1. Approval of July 22, 2025 Regular Council Meeting Minutes (Deputy Town Clerk Brenda Torres) 5.2. RESOLUTION 25-11: Accepting the Arcadian Tract S Open Space Parcel (Planning Manager Jena Skinner) 5.3. ACTION: Notice of Award for Avon Road Crosswalk Improvements (Senior Engineer Will Kearney) 5.4. ACTION: Intergovernmental Agreement with Eagle River Fire Protection District for Wildland Fire Mitigation in 2025 (Operations Manager Gary Padilla) 5.5. ACTION: Amendment to Slopeside Conceptual Design Agreement (Housing Planner Patti Liermann) 6.BUSINESS ITEMS 6.1. PRESENTATION: SpeakUp ReachOut Update (SpeakUp ReachOut Program & Events Director Laura Alvarez) 6.2. PRESENTATION: Community Development Department Program and Services (Community Development Director Matt Pielsticker) 6.3. ACTION: Approval of Contract for GPS for Regional Housing Authority (Town Manager Eric Heil) 6.4. PUBLIC HEARING: ORDINANCE 25-14, Second Reading: Approving Financing to Purchase 15 Sun Road Lot 6.5. PUBLIC HEARING: ORDINANCE 25-06, First Reading: CTA-24002 Code Text Amendments (Planning Manager Jena Skinner) 6.6. ORDINANCE 25-15, First Reading: Authorizing the Use of an Automated Vehicle Identification System (AVIS) for Speed Enforcement in Avon (Police Chief Greg Daly) 6.7. WORK SESSION: Facility Department Use of 351 Benchmark Rd (Town Manager Eric Heil) 7.WRITTEN REPORTS 7.1. June 26th Upper Eagle Regional Water Authority Summary (Mayor Underwood) 7.2. July 15th Health & Recreation Committee Meeting Draft Minutes (Recreation Director Michael Labagh) 7.3. Quarterly RETT Reports (Financial Analyst Chase Simmons) 7.4. 2026 Community Grant Program Funding (Marketing & Communications Manager Elizabeth _____________________________________________________________________________________ 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. Wood) 7.5. Community Partners Program Update (Marketing & Communications Manager Elizabeth Wood) 7.6. Salute to the USA Post Event Recap (Senior Special Events Coordinator Chelsea Van Winkle) 7.7. Art Guild at Avon Update (Chief Cultural Officer Danita Dempsey) 8. MAYOR AND COUNCIL COMMENTS & MEETING UPDATES 9. 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 VIII. Public Comments, Avon Town Council Simplified Rules of Order, Amended and Readopted by Resolution No. 24-17. AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 1 AVON TOWN COUNCIL EXECUTIVE SESSION Mayor Tamra N. Underwood requested a motion from her fellow Councilors to proceed into Executive Session. Councilor Stanley motioned to retire into 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)(I) and for the purpose of receiving legal advice pursuant to CRS Section 24-06-402(b) related to the 15 Sun Road lot. Councilor Hyatt seconded the motion. The motion carried unanimously with a 6-0 vote of those present. The time was 4:00 p.m. At the time of roll call, Councilors present in person were Ruth Stanley, Gary Brooks, Kevin Hyatt, Lindsay Hardy, Mayor Pro Tem Richard Carroll, and Mayor Tamra N. Underwood. Councilor Chico Thuon was absent. They were joined by Town Manager Eric Heil, Deputy Town Manager Patty McKenny, Town Attorney Nina Williams, Chief Financial Officer Paul Redmond, and Chief Administrative Officer Ineke de Jong. The Executive Session concluded at 4:47 p.m. 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 July 22, 2025, Council Regular Meeting to order at 5:00 p.m. A roll call was taken, and Councilors present in person were Ruth Stanley, Gary Brooks, Kevin Hyatt, Lindsay Hardy, Mayor Pro Tem Richard Carroll, and Mayor Tamra N. Underwood. Councilor Chico Thuon was absent. They were joined by Town Manager Eric Heil, Deputy Town Manager Patty McKenny, Avon Police Chief Greg Daly, Recreation Director Michael Labagh, Engineering Director Eva Wilson, Chief Cultural Officer Danita Dempsey, Chief Financial Officer Paul Redmond, Community Development Director Matt Pielsticker, Chief Information Officer Robert McKenner, Chief Administrative Officer Ineke de Jong, Town Clerk Miguel Jauregui Casanueva, and Deputy Town Clerk Brenda Torres. 2. APPROVAL OF AGENDA Video Start Time: 01:20 Mayor Underwood initiated the meeting with the Agenda approval process. Mayor Pro Tem Carroll motioned to approve the agenda, as presented. Councilor Stanley seconded the motion. The motion passed unanimously with a 6-0 vote of those present. 3. DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS Video Start Time: 01:45 Mayor Underwood asked if there were any conflicts of interest related to the agenda, and none were disclosed. AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 2 4. PUBLIC COMMENT Video Start Time: 05:10 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. Charlene Koegel, resident of Eagle-Vail, took the podium in person to speak of EV Charging stations around Avon, requesting added parking enforcement of non EV's in EV station spots. Tim McMahon, resident of Avon, took the podium in person to give a shoutout for Salute to the USA and Walking Mountains Staff for sorting through trash and diverting it from the landfill with a smile. He suggested the Town research how many new workers are required for every 1,000 new housing units so Staff better determines how many community housing units Avon need. He inquired about the roadwork calendar and date of completion of repaving by the Sunridge apartments. He suggested fire safety awareness training for visitors, adding fire danger-related signage is necessary. He closed his remarks highlighting the speed limit sign on I-70 is still missing. No other comments were made in person nor virtually via Zoom. 5. CONSENT AGENDA Video Start Time: 13:15 Mayor Underwood introduced the approval of the Consent Agenda to include the following: 5.1. ACTION: Approval of June 24, 2025 Regular Council Meeting Minutes (Deputy Town Clerk Brenda Torres) 5.2. ACTION: Intergovernmental Agreement for Fleet in-Ground Lift Replacement Grant (Mobility Manager Jim Shoun) 5.3. ACTION: Intergovernmental Agreement for Bus Charging Equipment Grant (Mobility Manager Jim Shoun) 5.4. ACTION: Intergovernmental Agreement for Good Deeds Partnership with Eagle County (Housing Planner Patti Liermann) 5.5. ACTION: Approval of Intergovernmental Agreement with Eagle River Fire Protection District for Impact Fees (Town Manager Eric Heil) 5.6. RESOLUTION 25-14: Updating RETT Exemption Application Fee (Finance Manager Joel McCracken) 5.7. ACTION: Public Improvements Agreement for Hidden Valley Estates (Planning Manager Jena Skinner) AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 3 Councilor Stanley motioned to approve the Consent Agenda, as presented. Councilor Hardy seconded the motion. The motion was approved unanimously with a 6-0 vote of those present. 6. BUSINESS ITEMS 6.1. ACTION: AVON DOWNTOWN DEVELOPMENT AUTHORITY INTERVIEWS & APPOINTMENTS (CHIEF ADMINISTRATIVE OFFICER INEKE DE JONG) Video Start Time: 14:25 Chief Administrative Officer Ineke de Jong (CAO de Jong) steered the Avon Downtown Development Authority (DDA) process of interviews and appointments and advised Council of only two applicants re-applying for two open seats. The first applicant interviewed in person was Gregg Cooper who indicated he has enjoyed the learning curve of his first year in service and would like to continue for another longer term. The second applicant, Tony Emrick, who previously chaired the DDA, could not attend his interview in person and CAO de Jong read a statement on his behalf into the record. Mayor Pro Tem Carroll commented that both applicants have served well, and he would like to see them get reappointed, which received support from other Councilors. Mayor Pro Tem Carroll motioned to appoint to the Avon Downtown Development Authority Board of Directors Messrs. Gregg Cooper and Tony Emrick for a period to end on June 30, 2029. Councilor Hardy seconded the motion. The motion passed unanimously with a 6 to 0 vote of those present. 6.2. PRESENTATION: ACCEPTANCE OF 2025 ANNUAL COMPREHENSIVE FINANCIAL REPORT (CHIEF FINANCIAL OFFICER PAUL REDMOND) Video Start Time: 20:10 Chief Financial Officer Paul Redmond delivered a presentation related to the acceptance of the 2024 ACFR (Annual Comprehensive Financial Report), including highlights of the audit findings. He was joined virtually by Paul Backus with McMahon and Associates who confirmed Paul’s presentation was consistent with their findings and accurate. Mr. Backus added this document is still in draft version, which will hopefully be finalized soon. As this was a presentation to Council, no public comment was received. Councilor Brooks motioned to accept the 2024 Annual Comprehensive Financial Report. Councilor Hyatt seconded the motion. The motion passed unanimously with a 6 to 0 vote of those present. 6.3. PRESENTATION: GENERAL GOVERNMENT DEPARTMENT PROGRAM & SERVICES (DEPUTY TOWN MANAGER PATTY MCKENNY, CHIEF FINANCIAL OFFICER PAUL REDMOND, CHIEF INFORMATION OFFICER ROBERT MCKENNER AND CHIEF ADMINISTRATIVE OFFICER INEKE DE JONG) Video Start Time: 31:00 Deputy Town Manager Patty McKenny delivered the presentation on the General Government Department’s Program and Services. She was joined by a representative from each of the divisions, including Ineke de Jong, Paul Redmond and Robert McKenner. They each presented information to Council on their programs and services for their AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 4 respective divisions. As this was a presentation to Council, no public comment was received, and no motion was requested. 6.4. PRESENTATION: MOBILITY DEPARTMENT PROGRAM & SERVICES (MOBILITY MANAGER JIM SHOUN) Video Start Time: 01:05:25 Mobility Manager Jim Shoun delivered his presentation on the Mobility Department’s Program and Services. As this was a presentation to Council, no public comment was received, and no motion was requested. 6.5. WORK SESSION: WEST BEAVER CREEK BLVD PARKING (TOWN MANAGER ERIC HEIL) Video Start Time: 1:26:15 Town Manager Eric Heil introduced the work session related to the West Beaver Creek Blvd Parking (WBCB) and reminded Council it was their request to bring this back for their discussion with staff. He indicated the materials from the 2021 discussions are in the packet for historical reference, and Staff is prepared to take updated Council direction. Recreation Director Michael Labagh confirmed the boat rental operations in May and June were like those from last year, but from anecdotal Staff observation, the park usage seems a little lower than usual. Councilors Stanley and Hyatt both expressed they are in favor of parking May-Oct on WBCB. Councilors Hardy and Brooks felt we are halfway through the summer and there may not be a problem to fix. Mayor Underwood expressed interest in exploring a temporary summer solution within some parameters. Mayor Pro Tem Carroll agreed to maybe do something limited with some parameters for the rest of the summer and asked Staff to think of a way to get across the WBCB street safely and avoid private property. Councilor Brooks changed his mind and said he could support a temporary solution since the old Town Hall parking options will only come back online until Memorial Day of 2026 once the restroom project is completed. Chief Daly suggested placing "no trespassing signs" for the private homeowners along that WBCB corridor. Mayor Underwood opened the floor to public comment, and no public comment was received in person nor virtually. Five of the six Councilors offered a thumbs up for Staff to execute a temporary parking plan on WBCB and come up with the parameters to address past concerns, with Councilor Hardy abstaining from voting. 6.6 PUBLIC HEARING: ORDINANCE 25-12, SECOND READING: LIMITED SHORT TERM RENTAL CODE THANKS JIM THANK YOU SO MUCH AMENDMENT (COMMUNITY DEVELOPMENT DIRECTOR MATT PIELSTICKER) Video Start Time: 01:48:45 Community Development Director Matt Pielsticker delivered a presentation related to the second reading of Ordinance 25-12. He highlighted there is a redline with blue color strikethrough for changes between first and second reading. Council thanked Matt for the AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 5 cumulative redline and added Community Development is setting the standard. Mayor Underwood opened the floor to public hearing, and no public comment was received in person nor virtually. Councilor Hardy motioned to approve the second reading of Ordinance 25-12 Amending Section 5.04.050 Of the Avon Municipal Code to Defina Limited Short Term Rental License. Councilor Brooks seconded the motion. The motion passed with a 5-0 vote of those present. Councilor Stanley had stepped out of the room during the vote and so abstained. 6.7. PUBLIC HEARING: ORDINANCE 25-13, SECOND READING: NATURAL MEDICINE REGULATION (TOWN ATTORNEY NINA WILLIAMS AND COMMUNITY DEVELOPMENT DIRECTOR MATT PIELSTICKER) Video Start Time: 01:53:10 Town Attorney Nina Williams and Community Development Director Matt Pielsticker delivered a presentation to Council related to the second reading of Ordinance 25-13. After Mayor Underwood provided a suggested edit, she opened the floor to public hearing, and no public comment was received in person nor virtually. Mayor Pro Tem Carroll motioned to approve Ordinance 25-13 Adopting a New Chapter 8.27 Regarding Local Regulation of Natural Medicine and Amending Section 7.24.040 Regarding Table of Allowed Uses as set forth in Attachment B to this Agenda Item with the amendments set forth in Attachment E to this Agenda Item, the underlined odor language set forth in the Council Action Form for this Agenda Item, and adding the word “licensed”, as requested by Mayor Underwood. Councilor Stanley seconded the motion. The motion passed unanimously with a 6-0 vote. 6.8. RESOLUTION 25-13 APPROVING THE 15 SUN ROAD LOT PURCHASE AGREEMENT (TOWN MANAGER ERIC HEIL) Video Start Time: 02:06:50 Town Manager Eric Heil introduced the resolution approving the Purchase Agreement for the 15 Sun Rd Lot (Walgreens). He detailed the timeline for closing, adding the closing date is set for September 16. Council asked Town Manager Heil to walk Council through the special provisions added in the purchase agreement. Mayor Underwood opened the floor to public comment, and no public comment was received in person nor virtually. Councilor Stanley motioned to approve Resolution 25-13 Approving 15 Sun Road Purchase Agreement. Councilor Hardy seconded the motion. The motion passed unanimously with a 6-0 vote of those present. 6.9. ORDINANCE 25-14, FIRST READING: APPROVING FINANCING TO PURCHASE 15 SUN ROAD LOT (TOWN MANAGER ERIC HEIL) Video Start Time: 02:22:50 Town Manager Eric Heil and Chief Financial Officer Paul Redmond delivered a presentation related to the First Reading of Ordinance 25-14 and were joined at the podium by Kim Crawford with Buttler Snow Attorneys, and Robyn Moore with the law firm of Piper Sandler. CFO Redmond indicated this was presented to the Finance Committee and they AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 6 supported the passing of the Ordinance. Mayor Underwood opened the floor to the public hearing, and no public comment was received in person nor virtually. Councilor Hardy motioned to approve Ordinance 25-14 authorizing the leasing of certain leased property to a Trustee subject to the parameters set forth in the Ordinance, including approval of the forms of a Site Lease Agreement, Lease Purchase Agreement, Continuing Disclosure Undertaking and Preliminary Official Statement, and other related documents. Councilor Stanley seconded the motion. The motion passed unanimously with a 6-0 vote of those present. 7. WRITTEN REPORTS 7.1. June 23rd Planning & Zoning Commission Abstract (Development Coordinator Emily Block) 7.2. July 7th Planning & Zoning Commission Abstract (Development Coordinator Emily Block) 7.3. July 7th Draft Finance Committee Meeting Minutes (Chief Administrative Officer Ineke de Jong) 7.4. Monthly Financials (Senior Accountant Dean Stockdale) 7.5. Quarterly Update on 2025 Department Goals (Town Manager Eric Heil) 7.6. Biannual Investment Update (Chief Financial Officer Paul Redmond) 7.7. West Avon Preserve Management Plan Updates (Community Development Director Matt Pielsticker) 7.8. Signed Letters of Support Summary (Chief Administrative Officer Ineke de Jong) 8. MAYOR AND COUNCIL COMMENTS & MEETING UPDATES Video Start Time: 02:58:55 Mayor Pro Tem Carroll shared there was a monthly CORE Transit Meeting on July 9th, and a 10- year plan was presented. Secondly, he stated he attended Sinfónica de Minería in Avon and it was incredible. He thanked staff for organizing this event. Mayor Underwood indicated there are issues with the digital sign on the Railroad which has an illuminated green rectangle that is blinking and asked if staff could cut electricity to it. 9. ADJOURN There being no further business before Council, Mayor Underwood moved to adjourn the regular meeting. The time was 8:01 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.highfivemedia.org. AVON REGULAR MEETING MINUTES TUESDAY JULY 22, 2025 HYBRID MEETING; IN-PERSON AT AVON TOWN HALL AND VIRTUALLY THROUGH ZOOM 7 RESPECTFULLY SUBMITTED: ________________________________ Miguel Jauregui Casanueva, Town Clerk APPROVED: Mayor Underwood ___________________________________ Rich Carroll Ruth Stanley Lindsay Hardy Chico Thuon Kevin Hyatt Gary Brooks 970-748-4023 jskinner@avon.org Page 1 of 3 TO: Honorable Mayor Underwood and Council members FROM: Jena Skinner, Planning Manager RE: Acceptance of the Arcadian at Beaver Creek Tract S Open Space Parcel DATE: August 7, 2025 SUMMARY: This report presents to Town Council (“Council”) information regarding an opportunity to acquire a dedicated open space in Beaver Creek. The Developers of the Arcadian at Beaver Creek subdivision situated in unincorporated Eagle County behind the Mirabelle at the foot of Beaver Creek, has offered the Town of Avon Tract S, a dedicated open space parcel. This parcel is contiguous to the Ascent and is being offered at no cost to the Town. A more detailed map has been provided for Council, attached as Attachment A. BACKGROUND: OI TAG Beaver Creek, LLC ("Developer") was approved on November 19, 2024, to subdivide approximately 13.796 acres of unplatted land located within the Beaver Creek Planned Unit Development ("BC PUD") as the Arcadian at Beaver Creek subdivision. Tract S was previously incorporated as part of a larger open space tract of Beaver Creek designated as Open Space Recreation - Greenbelt ("OSR-G"), and now is an independent platted parcel of approximately 11 acres. The uses and standards for development of this parcel are governed by Article/Section IV of the Beaver Creek PUD Guide. FRONTGATE OS BC P U D WS- Tract S – Arcadian at Beaver Creek August 7, 2025 Page 2 of 3 OSR-G zone district, per the BC PUD (Article IV.F.2.b) states: b. Uses by right in Open Space Recreation-Greenbelt (OSR Greenbelt): Pedestrian, hiking, equestrian and biking paths and trails; ski trails, ski-ways, snow- cat and similar vehicle accessways; skier platforms; snowmaking facilities and equipment; picnic tables and decks; utility installations and lines; roadways and bridges; and, additional uses similar to those listed above in this Article IV.F.2.b. Special uses shall not be permitted in OSR Greenbelt. Currently, the Vail Valley Mountain Trails Alliance (“VVMTA”) has been working on creating a new trail from EagleVail through to the entrance to Beaver Creek. The final section of this trail is slated to be constructed within Tract S as shown on provided maps, and a portion of property owned by Vail Resorts, in between Tract S and Hwy 6. This trail will also cross Frontgate open space, and the open space parcel granted to the Town of Avon as part of the Ascent development. As Avon has two (2) other sections of this trail within their boundary, the acquisition of Tract S by the Town would be useful in how this trail is accessed by the Avon community. DISCUSSION: The developer has confirmed that there are no particular conditions placed on Tract S as an outcome of the development applications; all conditions pertain to the residential component of the subdivision and Eagle County has provided a letter acknowledging this conveyance (see Attachment B). The VVMTA has one (1) additional approval needed prior to the creation of the trail Per the BCRC: ‘Any improvements on this tract would also need to comply with the Beaver Creek Resort Company’s Declarations, which include a “Supplemental Declaration of Land Use Restrictions” specific to Tract S. The… proposed trail improvement would require approval by the Beaver Creek Resort Company Board of Directors. Unlike most land use applications, this approval would not go through the Design Review Board, but rather through our Board of Directors.” This group will need to go before the Beaver Creek Resort Company (“BCRC”) for approval of the trail. While Staff presented the trail and proposed/associated easements at the BCRC meeting on July 31st, the BCRC continued the discussion regarding the trail approval until further notice, allowing an opportunity for any concerned property owners and the BCRC to walk the site prior to the BCRC making a decision on the trail location, etc. The BCRC had no issue in creating the easements that are associated with this acquisition. The entitlement information/approvals are provided as Attachment C. Documents attached to this report (copies) include the Special Warranty Deed, a Drainage Easement- necessary for finalizing the entitlements for the developer, and a Temporary Construction Easement benefiting the developer of the Arcadian. All easements have been presented to the BCRC for their acknowledgement/review. ANNEXATION: Since the zoning restricts the uses to Open Space and Recreation, it is not necessary to seek annexation to construct a trail on Tract S; however, the benefit of annexation is to allow any Avon Ordinance to be applied to this property and potentially removing any previous zoning applied to the property from the previous jurisdiction. It has been determined by general counsel for the BCRC that: WS- Tract S – Arcadian at Beaver Creek August 7, 2025 Page 3 of 3 …when a city owns land outside its jurisdictional boundary, it’s like any other landowner…the city must comply with the other jurisdiction’s land use rules and processes and any private covenants that affect its land. So, to construct a trail Avon will need to get whatever approvals are required… The State passed HB 25-1029 this year (2025). HB 1029 gives cities greater authority to enforce their municipal code on land they own outside of their city limits to strengthen the cities’ ability to manage and protect their land, such as trail use restrictions and regulations, but it does not override county zoning or land use regulations. Cities still need to comply with county land use codes and private covenants and obtain necessary approvals and permits. As Avon does not have any other plans outside of the construction of the trail, annexation is not an immediate necessity for the conveyance of Tract S into Avon’s open space portfolio. FINANCIAL: Staff hypothesizes the following financial impacts would be associated in obtaining this property: • Cost to insure the property for liability (estimated to be a low cost by HR - to be confirmed) • Maintenance – Funds only for significant improvements every 5-10/20 years. General maintenance will be provided through the VVMTA • Other – Cost for minor improvements like benches, dog bag stands and or trash cans • Potential wildfire and noxious weed mitigation and best practices NEXT STEPS: • Transaction/conveyance • BCRC meeting to approve the trail and easement(s) • Execution of any other agreements with the developer (Temp Construction Easement) and VVMTA for the trail through our open space tracts • Inclusion of this tract into our insurance policy and any budgetary amendments for future improvements RECOMMENDATION: I recommend Council accept the dedication of Tract S and incorporate this parcel into our open space portfolio as a benefit to the Avon community. Thank you, Jena ATTACHMENTS: Attachment A – Detailed Map Attachment B – Resolution Exhibit A – Special Warranty Deed Attachment C – Letter from Eagle County Attachment D – Drainage Easement Attachment E – Temp Construction Easement FRONTGATE THEASCENT FRONTGATE OS TOA OS TR A C T S O S R G R E E N B E L T TRACT S OSR GREENBELTPARCEL, AVON/BC PUD PARCEL NO. 210512315003 OWNER: OI TAG BEAVER CREEK LLC 9360 TEDDY LN STE 201 LONE TREE, CO 80124-2869 ACERAGE: 11.403 AC ADDRESS: 0156 BEAVER CREEK DR. TR A C T S O S R G R E E N B E L T ATTACHMENT A FRONTGATE THEASCENT FRONTGATE OS TOAOS TR A C T S O S R G R E E N B E L T TRACT S - PROPOSED EAGLEVAIL TRAIL (VVMTA) Legend Eagle Vail TrailExtension Eagle Vail Trail Town of Avon Parcels Eagle County Parcels ATTACHMENT A 3/($6(127((17,7/(0(17'2&80(176 (;+,%,7$63(&,$/:$55$17<'((' $77$&+0(176D$1'E+$9(%((16,*1(' %<7+('(9(/23(5 TOWN OF AVON, COLORADO RESOLUTION NO. 25-19 SERIES OF 2025 A RESOLUTION ACCEPTING TRACT S THE ARCADIAN FROM OI TAG BEAVER CREEK, LLC WHEREAS, OI TAG Beaver Creek, LLC, A Delaware Limited Liability Company (“Grantor”), have offered to donate real property to the Town of Avon as described as Tract S, Arcadian On Beaver Creek Subdivision (“Tract S”), in the attached Special Warranty Deed; and WHEREAS, the Town of Avon has the authority to accept real property pursuant to Avon's Home Rule Charter, Sections 2.l(b) and 4.9, Colorado Revised Statute §31-15-l0l(l)(d), and other applicable authority; WHEREAS, the Avon Town Council finds that acceptance of the OI TAG Beaver Creek, LLC, Tract S will add to Avon's portfolio of open space parcels and will facilitate the ability of the Town of Avon to promote and implement the goals and policies in the Avon Comprehensive Plan concerning the preservation and appropriate use of open space lands; and, WHEREAS, the Avon Town Council finds that acceptance of the OI TAG Beaver Creek, LLC, Tract S will promote the health, safety and general welfare of the Avon community. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, that the Town of Avon hereby accepts conveyance of the following described real property by Special Warranty Deed: Tract S, Arcadian on Beaver Creek Subdivision, according to the Plat thereof Recorded November 20, 2024 Under Reception No. 202414280 County of Eagle, State of Colorado ADOPTED AUGUST 12, 2025 BY: ATTEST: Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk ATTACHMENT B SPECIAL WARRANTY DEED OI TAG Beaver Creek, LLC, a Delaware limited liability company (the “Grantor”), in consideration of the sum of Ten Dollars and 00/100 ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does hereby grant, bargain, sell and convey to the Town of Avon, a home rule municipal corporation of the State of Colorado, having an address of P.O. Box 975, 100 Mikaela Way, Avon, Colorado 81620 (the “Grantee”), its successors and assigns forever, all of Grantor’s right, title and interest in and to the real property located in Eagle County, Colorado (the “Land”) and more particularly described as follows: Tract S, Arcadian on Beaver Creek Subdivision, According to the Plat Thereof Recorded November 20, 2024 Under Reception No. 202414280, County of Eagle, State of Colorado TOGETHER WITH, all right title and interest of the Grantor in and to all buildings, improvements and fixtures now located on the Land and hereafter erected thereon, whether below or above grade level (“Improvements”), which are intended to be and remain real property, and to become and remain the sole and exclusive property of the Grantee and its successors and assigns. TO HAVE AND TO HOLD, all and singular said Land and Improvements with the appurtenances and every part thereof, unto the Grantee and its successors in title. And Grantor, for itself and its successors and assigns, does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the Land and Improvements in the quiet and peaceable possession of Grantee, its successors and assigns, against all and every person or persons lawfully claiming the whole or any part thereof, by, through, or under Grantor, subject only to taxes and assessments for the year 2025 and subsequent years, and to all matters of record. [Remainder of this page left intentionally blank.] EXHIBIT A 2 IN WITNESS WHEREOF, the Grantor has SIGNED AND DELIVERED this Special Warranty Deed this day of , 2025. GRANTOR: OI TAG Beaver Creek, LLC, a Delaware limited liability company By: Owner Of Investors Value Fund III, L.P., a Delaware limited partnership Its: Sole Member By: OI GP III, LLC, a Delaware limited liability company Its: General Partner By: Name: Scott J. Schmitt Title: President STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2025, by Scott J. Schmitt, as the President of OI GP III, LLC, a Delaware limited liability company, the General Partner of Owner Of Investors Value Fund III, L.P., a Delaware limited partnership, the Sole Member of OI TAG Beaver Creek, LLC, a Delaware limited liability company, on behalf of the limited liability company. My commission expires: [SEAL] Notary Public EAGLE COUNTY July 10, 2025 Jena Skinner Planning Manager Town of Avon, Colorado P.O. Box 975 Avon, CO 81620 Loren Gerch The Aidan Group 8200 South Quebec Street Suite A3 Centennial, CO 80112 Via email to jskinner@a.von.org and loren@theaidangroup.com Office of the Attorney Matt Peterson Senior Assistant County Attorney 970-328-8685 matt.peterson@eaglecounty.us www.eaglecounty.us Re: Subdivision and Off-Site Improvements Agreement -Arcadian on Beaver Creek Subdivision Final Plat Dear Jena and Loren, On November 19, 2024, Eagle County, Colorado (the "County") adopted Resolution No. 2024- 091 and Resolution No. 2024-092 approving a Va1iance from Improvement Standards and a Minor Type A Subdivision for property located within the Beaver Creek Planned Unit Development in unincorporated Eagle County. The Minor Type A Subdivision established three (3) lots: The Arcadian on Beaver Creek Subdivision Lot I; the Arcadian on Beaver Creek Subdivision Lot 2; and the Arcadian on Beaver Creek Subdivision Tract S. A plat depicting these lots was recorded on November 20, 2024 in the Eagle County Clerk and Recorder's Office at Reception No. 202414280. It is the County's understanding that the Town of Avon ("Avon") now intends to acquire Tract S, which is zoned as Open Space Recreation -Greenbelt pursuant to the Amended and Restated Guide to the Beaver Creek Pla1med Unit Development. The County has no objection to this proposed acquisition and hereby consents to the transfer of Tract S to Avon. In conjunction with approval of the Variance from Improvement Standards and Minor Type A Subdivision, the County entered into a Subdivision Improvements Agreement dated November 19, 2024 (the "SIA") with 01 Tag Beaver Creek, LLC (the "Subdivider"). A copy of the SIA is included with this letter as Attachment 1. The SIA runs with the land legally described in the plat and requires the Subdivider to construct certain improvements, including improvements upon and adjacent to Tract S. The purpose of this Letter is to outline the responsibilities and obligations set ATTACHMENT C 1 DRAINAGE EASEMENT THIS DRAINAGE EASEMENT (“Drainage Easement”) is made and entered into effective the day of , 2025, by and between the Town of Avon, a Colorado Home Rule Municipality (“Grantor”), and OI TAG Beaver Creek, LLC, a Delaware limited liability company, 8200 S Quebec St Ste A3, Centennial, Colorado 80112 (“Grantee”). WHEREAS, Grantor is the owner of the following legally described property in the County of Eagle, State of Colorado: Tract S, Arcadian on Beaver Creek Subdivision, According to the Plat Thereof Recorded November 20, 2024 Under Reception No. 202414280, County of Eagle, State of Colorado (“Tract S”); WHEREAS, Grantee is the owner of the following legally described property in the County of Eagle, State of Colorado: Lot 1, Arcadian on Beaver Creek Subdivision, According to the Plat Thereof Recorded November 20, 2024 Under Reception No. 202414280, County of Eagle, State of Colorado (“Lot 1”); WHEREAS, a drainage easement is necessary for the present and future owners of Lot 1 to construct and maintain a riprap pad that extends onto Tract S so as to dissipate the drainage flow from Lot 1 and to prevent erosion, all in accordance with an approved drainage plan by the County of Eagle, State of Colorado; and WHEREAS, the location of the necessary drainage easement for this purpose is described on the attached Exhibit A, which is incorporated herein by this reference (the “Easement Parcel”). NOW, THEREFORE, in consideration of the following covenants and promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1.Grant of Easement. Grantor grants and conveys to Grantee and the present and futureowners of Lot 1 a perpetual easement over, under, through and across the Easement Parcel for the following purposes: a.To install a riprap pad in the area of Tract S described on Exhibit A in accordancewith a drainage plan approved by the County of Eagle, State of Colorado, a copy of which is attached as Exhibit B and which is incorporated herein by this reference (“Drainage Plan”). b.To discharge water onto Tract S in accordance with the Drainage Plan. c.To access the installed riprap pad for inspection and maintenance purposes. 2.Grantee’s Rights. Grantee shall have and exercise the right to ingress and egress in, to,over and across Tract S for the purposes set forth herein. 3.Grantor’s Rights. Grantor, its employees, contractors, agents and invitees retain the rightto the undisturbed use, access and occupancy of Tract S. ATTACHMENT D 2 4. Grantee’s Obligations. In exercising its rights under this Drainage Easement, the Grantee agrees to the following: a. The Grantee shall cause landscaping which is disturbed by the Grantee during the installation or maintenance of the riprap pad on Tract S to be returned to its original condition, or as near thereto as may be reasonably accomplished, all at the expense of the Grantee. b. Nothing in this Drainage Easement shall relieve Grantee from compliance with all applicable laws and regulations governing use of the Easement Parcel. Grantee shall comply with all rules and regulations, whether federal, state, county, or municipal relating to the use of the Easement Parcel. 5. Construction, Maintenance and Repair of the Easement Parcel. Grantee shall bear any expenses associated with the initial construction on the Easement Parcel, and which are required by the plans approved by the County of Eagle. Detailed construction drawings and the work to be performed must be approved by Grantor prior to any construction. “As-Built” drawings must be provided to Grantor after the initial construction is completed. The parties agree that Grantee shall bear at its sole cost and expense all costs associated with maintaining, repairing or replacing the riprap pad and Easement Parcel, including, without limitation, preventing erosion. In connection with the foregoing obligations, Grantee shall insure that all installation, maintenance and repair is undertaken in a manner so as to minimize the effect of ease of access through the Easement Parcel. All such work shall be performed promptly and in a good workmanlike manner, in accordance with industry standards and codes, ordinances, rules, regulations, statutes, and requirements of governmental authorities applicable thereto. Any portion of Tract S that is affected by such installation, maintenance, and/or repair shall be restored by Grantee to the same condition as existed prior to such work. Any expenses incurred in connection with the easement being granted herein, including but not limited to construction expenses, approval fees, taxes, maintenance or repair, shall be borne solely by Grantee. 6. Insurance. a. Grantee shall procure and maintain in full force and effect a Commercial General Liability Insurance policy with a combined single limit of liability of not less than $2,000,000.00 for each occurrence and an annual aggregate of liability of not less than $4,000,000.00. Such policy shall include coverage for bodily injury, broad form property damage, personal injury, blanket contractual, independent contractors, and products and completed operations. Grantor shall be named as an additional insured on the Grantee’s Commercial General Liability Insurance policy. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Grantee, and any approval or waiver of said insurance by Grantor is not intended to and shall not in any way or manner limit or qualify the liabilities and obligations of Grantee pursuant to this Drainage Easement. b. Grantee shall require its contractor(s) performing work within the Easement Parcel to obtain and maintain at all times such work is being performed: (i) Commercial General Liability Insurance with a limit of liability of at least $2,000,000.00 per occurrence and $4,000,000.00 general aggregate, and which provides coverage for bodily injury, death, damage to or destruction of property of others, including loss of use thereof, and including products and completed operations, and (ii) Workers’ Compensation 3 Insurance as required by law. Such Commercial General Liability Insurance policy(ies) shall name the Grantor as an additional insured. c. The foregoing insurance coverages identified in this Section 6 will be primary and noncontributory with respect to any insurance maintained by the Grantor. Each of such insurance policies shall contain a waiver of subrogation for the Grantor’s benefit. Grantee shall provide Grantor with Certificates of Insurance and additional insured endorsements evidencing the coverages required by this Section 6. The Certificates of Insurance shall provide that such insurance will not be altered or canceled by the issuing company without a minimum of 30 days prior written notice to Grantor. 7. Indemnification. Grantee shall defend, indemnify, and hold Grantor and its employees and agents harmless from and against all claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses (including, without limitation, reasonable legal fees) which are associated with this Drainage Easement and which are caused by and resulting from (i) the negligence or intentional misconduct of Grantee, or its agents, or contractors; (ii) Grantee’s, or its agents’, or contractors’ violation of applicable laws or regulations; or (iii) Grantee’s, or its agents’, or contractors’ use of the Easement Parcel. 8. No Additional Improvements in the Easement Parcel. No building, structure or other improvements will be constructed or installed within the Easement Parcel by Grantee without the Grantor’s prior written consent, which consent may be withheld in Grantor’s sole discretion. 9. Hazardous Materials. Grantee shall not cause or permit any Hazardous Material to be brought upon, kept, released, discharged, or used in or about Tract S or the Easement Parcel by Grantee, its agents, or contractors. If the presence of any Hazardous Material on Tract S or the Easement Parcel caused or permitted by Grantee results in any contamination of Tract S or any other property in the vicinity of Tract S, Grantee shall promptly take all actions at its sole expense as are necessary to return Tract S and such other properties to the condition existing prior to the introduction of any such Hazardous Material thereto; provided, however, that the approval of Grantor of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse effect on Tract S or Grantor. For purposes of this Easement, “Hazardous Material” means any explosives, radioactive materials, hazardous wastes, or hazardous substances, including without limitation substances defined as “hazardous substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C. § 1801-1812; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901-6987; or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning hazardous materials, waste, or substances now or at any time hereafter in effect. 10. No Liens. Grantee shall keep the Easement Parcel and Tract S free and clear of any mechanic’s or materialmen’s liens for labor performed or material furnished at the instance or request of Grantee, or anyone claiming by, through, or under Grantee. 11. Recordation. All provisions in this Drainage Easement, including the benefits, burdens and covenants, are intended to run with the land and shall be binding upon and inure to the benefit of the 4 respective successors and assigns of the parties hereto. The Grantee shall record this Drainage Easement in the official records of the County of Eagle, State of Colorado. 12. No Partnership. It is understood and agreed that nothing contained in this Drainage Easement shall be considered in any way as constituting a partnership or joint venture between Grantor and Grantee. 13. Condemnation. In the event the whole, or any part, of the Easement Parcel is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof, an owner of any property benefited by the Easement Parcel created by this Drainage Easement will not share in any award, compensation, or other payment made by reason of the taking of a portion of the Easement Parcel which is subject to such easement. Such award, compensation, or other payment will belong entirely to the owner of that portion of the Easement Parcel which is taken, and such owner will have no further liability to any other person or entity (including but not limited to the owner of the property benefited by such easement) for the loss of such easements, or portion thereof, located on the Easement Parcel so taken. 14. Self Help. In the event Grantee fails to perform any duty set forth above, including without limitation the acquisition of insurance or cleanup of Hazardous Materials, or breaches any other obligations established under this Drainage Easement, then the Grantor, at its election and without obligation to do so, may perform such duty or take such other action as Grantor may deem necessary or appropriate to remedy the applicable failure or breach. Should Grantor exercise its rights in the preceding sentence, Grantee agrees to hold Grantor harmless from any damage that may arise because of the Grantor’s exercise of such rights. Within ten (10) days after demand, the Grantee will reimburse the Grantor for any and all costs and expenses, including reasonable attorneys’ fees, that it may incur in connection with any exercise of this self-help remedy. Any reimbursements owing from the Grantee pursuant to the foregoing provision will bear interest at the rate of 18% per annum from the date such reimbursements are due until paid. 15. Headings. The headings in this Drainage Easement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this document nor in any way affect the terms and provisions hereof. 16. Construction. Words of any gender used in this Drainage Easement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context requires otherwise. 17. Severability. If any provision of this Drainage Easement is held invalid or unenforceable by a court with competent jurisdiction, the remainder of this Drainage Easement or the application of such provision to persons other than those as to who it is held invalid or unenforceable, shall not be affected and each provision of this Drainage Easement shall be valid and enforceable to the fullest extent permitted by law. 18. Governing Law. This Drainage Easement shall be governed by and construed in accordance with the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought exclusively in the County of Eagle, State of Colorado. 5 19. Governmental Immunity Act. No term or condition of this Drainage Easement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq. 20. Entire Agreement. This Drainage Easement contains the entire understanding of the parties and supersedes all verbal or prior written agreements, arrangements, and understandings of the parties relating to the subject matter contained herein. The parties further intend that this Drainage Easement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Drainage Easement in any judicial proceeding involving this Drainage Easement. 21. Modification/Waiver. This Drainage Easement may only be modified upon written agreement of the parties, or their respective successors and assigns. Any party’s failure in any one or more instances to insist upon strict performance of any of the terms and conditions of this Drainage Easement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that party’s right to assert or rely upon the terms and conditions of this Drainage Easement. Any express waiver of a term of this Drainage Easement shall not be binding and effective unless made in writing and properly executed by the waiving party. 22. Counterparts. This Drainage Easement may be executed in one or more counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. the remainder of this page was left intentionally blank 6 IN WITNESS WHEREOF, the parties hereto have executed this Drainage Easement as of the day and year first above set forth. GRANTOR: TOWN OF AVON By: Print Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing document was subscribed, sworn to and acknowledged before me this day of , 2025, by as the of the Town of Avon. My commission expires: Notary Public GRANTEE: OI TAG Beaver Creek, LLC, a Delaware limited liability company By: Owner Of Investors Value Fund III, L.P., a Delaware limited partnership Its: Sole Member By: OI GP III, LLC, a Delaware limited liability company Its: General Partner By: Name: Scott J. Schmitt Title: President STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing document was subscribed, sworn to and acknowledged before me this day of , 2025, by Scott J. Schmitt, as the President of OI GP III, LLC, a Delaware limited liability company, the General Partner of Owner Of Investors Value Fund III, L.P., a Delaware limited partnership, 7 the Sole Member of OI TAG Beaver Creek, LLC, a Delaware limited liability company, on behalf of the limited liability company. My commission expires: [SEAL] Notary Public EXHIBIT A The Easement Parcel See Attached Found survey monument 1.5" Aluminum cap on rebar stamped PLS 13155 (TYPICAL) S 12°37'28" W 123.39' N 73°05'29" W 10.15' N 12°28'20" E 123.87' LOT 1 2 5 ' D it c h la t e r a l e a s e m e n t 10' Ditch lateral easement "A"10.0' N 49°11'00" W 49.75' S 85°05'12" E10.16' S 12°37'28" W 12.06' N 87°59'21" W10.21' N 12°28'20" E 12.58' TRACT S 25.0' BEAVER CREEK SUB SIXTH FILINGLOT 2 TRACT N BK 337 PG 129 Proposed drainageeasement for rip rap outfall. N 73°05'29" W 43.91' S 73°05'29" E 102.19' S 73°05'29" E 146.10' EXHIBIT LEGAL DESCRIPTION DRAINAGE EASEMENT: A parcel of land, part of which is lying south of and contiguous with Lot I Tract N of Beaver Creek Subdivision 6th Filing according to the Plat recorded in Book 337 at Page 129, being a portion of that Parcel of land described as Parcel I in the deed recorded November 23, 1993 under Reception No. 521717, both in the Clerk and Recorder's Office, County of Eagle, State of Colorado and lying in the Southwest Quarter of Section 12 and Northwest Quarter of Section 13, Township 5 South, Range 82 West of the Sixth P.M., County of Eagle, State of Colorado, and being more particularly described as follows: Beginning at the a found 1.5" Aluminum cap PLS 13115, for the corner of Lot 2 and Lot 2 Tract N. Thence S 49°11'00" E a distance of 49.75' to a point on the property line between Lot 2 and Tract S, being the true the point of beginning. Thence along the proposed rip rap area, S 85°05'12" E a distance of 110.16'; thence S 12°37'28" W a distance of 12.06'; thence N 87°59'21" W a distance of 10.21'; thence N 12°28'20" E a distance of 12.58'; which is the point of beginning, having an area of 123.8 Square Feet, 0.003 Acres Stars to Stones Surveying Professional Land Surveying & Mapping 559 Pine Meadows Dr. Grand Junction, CO, 81504 970.618.2118 Cell Stars2stonessurveying@yahoo.com SURVEYOR'S CERTIFICATE I, IVAN MARTIN, A PROFESSIONAL LAND SURVEYOR REGISTERED UNDER THE LAWS OF THE STATE OF COLORADO, DO HEREBY CERTIFY THAT THIS LEGAL EXHIBIT WAS MADE BY ME AND UNDER MY SUPERVISION, AND THAT THE MAP IS ACCURATE AND CORRECT TO THE BEST OF MY KNOWLEDGE. ____________________________________ IVAN MARTIN COLORADO P.L.S. No. 38440 FOR AND ON BEHALF OF STARS TO STONES SURVEYING 07/08/25 EXHIBIT B Drainage Plan See Attached 1 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (“Easement”) is made and entered into effective the day of , 2025, by and between the Town of Avon, a Colorado Home Rule Municipality (“Grantor”), and OI TAG Beaver Creek, LLC, a Delaware limited liability company, 8200 S Quebec St Ste A3, Centennial, Colorado 80112 (“Grantee”). WHEREAS, Grantor is the owner of that certain tract of land legally described as: Tract S, Arcadian on Beaver Creek Subdivision, According to the Plat Thereof Recorded November 20, 2024 Under Reception No. 202414280, County of Eagle, State of Colorado (“Tract S”); WHEREAS, Grantee is the owner of those certain tracts of land legally described as: Lots 1 and 2, Arcadian on Beaver Creek Subdivision, According to the Plat Thereof Recorded November 20, 2024 Under Reception No. 202414280, County of Eagle, State of Colorado (the “Development Lots”); WHEREAS, Grantee has requested a temporary construction easement over and through a portion of Tract S for purposes of facilitating the construction of certain improvements on the Development Lots; and WHEREAS, Grantor is willing to grant Grantee a temporary construction easement over and through a portion of Tract S pursuant to the terms and conditions set forth in this Easement. NOW, THEREFORE, in consideration of the following covenants and promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1.Grant of Temporary Construction Easement. Grantor grants and conveys to Grantee atemporary construction easement over and through a portion of Tract S as described in Exhibit A hereto for the purpose of facilitating Grantee’s construction of certain improvements on the Development Lots (the “Temporary Construction Easement”). The Temporary Construction Easement shall be for temporary construction purposes only, for the use of employees, contractors or authorized agents of the Grantee, for, by way of example, the movement and piling of dirt, the movement, access and temporary storage of construction equipment and materials and other activities necessary for facilitating Grantee’s construction of certain improvements on the Development Lots. The term of this Easement shall begin upon the date Grantee begins construction of improvements on the Development Lots and shall extend until Grantee obtains the final Certificate of Occupancy (CO) for its improvements on the Development Lots. Thereafter, this Easement and the Temporary Construction Easement granted hereunder shall terminate. 2.Non-Exclusive. This Easement shall be non-exclusive and in furtherance of the foregoing,Grantor, its employees, contractors, agents and invitees retain the right to the undisturbed use, access and occupancy of Tract S. 3.Grantee’s Obligations. Nothing in this Easement shall relieve Grantee from compliancewith all applicable laws and regulations governing use of the Temporary Construction Easement. Grantee shall comply with all rules and regulations, whether federal, state, county, or municipal relating to the use of the Temporary Construction Easement. ATTACHMENT E 2 4. Surrender and Restoration of the Temporary Construction Easement. On revocation, surrender, or other termination of this Easement, Grantee shall quietly and peaceably surrender the Temporary Construction Easement premises in as good a condition as it was at the time of Grantee’s entry thereon and shall promptly and diligently repair any damage to the Temporary Construction Easement premises at its sole cost and expense. All such work by Grantee shall be performed promptly and in a good workmanlike manner, in accordance with industry standards and the codes, ordinances, rules, regulations, statutes, specifications, and requirements of governmental authorities applicable thereto. 5. Insurance. a. Grantee shall procure and maintain in full force and effect a Commercial General Liability Insurance policy with a combined single limit of liability of not less than $2,000,000.00 for each occurrence and an annual aggregate of liability of not less than $4,000,000.00. Such policy shall include coverage for bodily injury, broad form property damage, personal injury, blanket contractual, independent contractors, and products and completed operations. Grantor shall be named as an additional insured on the Grantee’s Commercial General Liability Insurance policy. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Grantee, and any approval or waiver of said insurance by Grantor is not intended to and shall not in any way or manner limit or qualify the liabilities and obligations of Grantee pursuant to this Easement. b. Grantee shall require its contractor(s) performing work within the Temporary Construction Easement to obtain and maintain at all times such work is being performed: (i) Commercial General Liability Insurance with a limit of liability of at least $2,000,000.00 per occurrence and $4,000,000.00 general aggregate, and which provides coverage for bodily injury, death, damage to or destruction of property of others, including loss of use thereof, and including products and completed operations, and (ii) Workers’ Compensation Insurance as required by law. Such Commercial General Liability Insurance policy(ies) shall name the Grantor as an additional insured. c. The foregoing insurance coverages identified in this Section 5 will be primary and noncontributory with respect to any insurance maintained by the Grantor. Each of such insurance policies shall contain a waiver of subrogation for the Grantor’s benefit. Grantee shall provide Grantor with Certificates of Insurance and additional insured endorsements evidencing the coverages required by this Section 5. The Certificates of Insurance shall provide that such insurance will not be altered or canceled by the issuing company without a minimum of 30 days prior written notice to Grantor. 6. Indemnification. Grantee shall defend, indemnify, and hold Grantor and its employees and agents harmless from and against all claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses (including, without limitation, reasonable legal fees) which are associated with this Easement and which are caused by and resulting from (i) the negligence or intentional misconduct of Grantee, or its agents, or contractors; (ii) Grantee’s, or its agents’, or contractors’ violation of applicable laws or regulations; (iii) Grantee’s, or its agents’, or contractors’ use of the Temporary Construction Easement; or (iv) Grantee’s, or its agents’, or contractors’ construction of improvements on the Development Lots. 7. No Improvements in the Temporary Construction Easement. No building, structure or other improvements will be constructed or installed within the Temporary Construction Easement by Grantee without the Grantor’s prior written consent, which consent may be withheld in Grantor’s sole discretion. 3 8. Hazardous Materials. Grantee shall not cause or permit any Hazardous Material to be brought upon, kept, released, discharged, or used in or about Tract S or the Temporary Construction Easement by Grantee, its agents, or contractors. If the presence of any Hazardous Material on Tract S or the Temporary Construction Easement caused or permitted by Grantee results in any contamination of Tract S or any other property in the vicinity of Tract S, Grantee shall promptly take all actions at its sole expense as are necessary to return Tract S and such other properties to the condition existing prior to the introduction of any such Hazardous Material thereto; provided, however, that the approval of Grantor of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse effect on Tract S or Grantor. For purposes of this Easement, “Hazardous Material” means any explosives, radioactive materials, hazardous wastes, or hazardous substances, including without limitation substances defined as “hazardous substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C. § 1801-1812; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901-6987; or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning hazardous materials, waste, or substances now or at any time hereafter in effect. 9. Assignment. Grantee shall not assign any of its rights or obligations under this Easement without the prior written consent of Grantor, which consent may be withheld in Grantor’s sole discretion. 10. No Liens. Grantee shall keep the Temporary Construction Easement and Tract S free and clear of any mechanic’s or materialmen’s liens for labor performed or material furnished at the instance or request of Grantee, or anyone claiming by, through, or under Grantee. 11. Recordation. The Grantee shall record this Easement in the official records of the County of Eagle, State of Colorado at Grantee’s sole cost and expense. 12. No Partnership. It is understood and agreed that nothing contained in this Easement shall be considered in any way as constituting a partnership or joint venture between Grantor and Grantee. 13. Self Help. In the event Grantee fails to perform any duty set forth above, including without limitation the acquisition of insurance or cleanup of Hazardous Materials, or breaches any other obligations established under this Easement, then the Grantor, at its election and without obligation to do so, may perform such duty or take such other action as Grantor may deem necessary or appropriate to remedy the applicable failure or breach. Should Grantor exercise its rights in the preceding sentence, Grantee agrees to hold Grantor harmless from any damage that may arise because of the Grantor’s exercise of such rights. Within ten (10) days after demand, the Grantee will reimburse the Grantor for any and all costs and expenses, including reasonable attorneys’ fees, that it may incur in connection with any exercise of this self-help remedy. Any reimbursements owing from the Grantee pursuant to the foregoing provision will bear interest at the rate of 18% per annum from the date such reimbursements are due until paid. 14. Headings. The headings in this Easement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this document nor in any way affect the terms and provisions hereof. 4 15. Construction. Words of any gender used in this Easement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context requires otherwise. 16. Severability. If any provision of this Easement is held invalid or unenforceable by a court with competent jurisdiction, the remainder of this Easement or the application of such provision to persons other than those as to who it is held invalid or unenforceable, shall not be affected and each provision of this Easement shall be valid and enforceable to the fullest extent permitted by law. 17. Governing Law. This Easement shall be governed by and construed in accordance with the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought exclusively in the County of Eagle, State of Colorado. 18. Governmental Immunity Act. No term or condition of this Easement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq. 19. Entire Agreement. This Easement contains the entire understanding of the parties and supersedes all verbal or prior written agreements, arrangements, and understandings of the parties relating to the subject matter contained herein. The parties further intend that this Easement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Easement in any judicial proceeding involving this Easement. 20. Modification/Waiver. This Easement may only be modified upon written agreement of the parties, or their respective successors and permitted assigns. Any party’s failure in any one or more instances to insist upon strict performance of any of the terms and conditions of this Easement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that party’s right to assert or rely upon the terms and conditions of this Easement. Any express waiver of a term of this Easement shall not be binding and effective unless made in writing and properly executed by the waiving party. 21. Counterparts. This Easement may be executed in one or more counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. the remainder of this page was left intentionally blank 5 IN WITNESS WHEREOF, the parties hereto have executed this Easement effective as of the day and year first set forth above. GRANTOR: TOWN OF AVON By: Print Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing document was subscribed, sworn to and acknowledged before me this day of , 2025, by as the of the Town of Avon. My commission expires: Notary Public GRANTEE: OI TAG Beaver Creek, LLC, a Delaware limited liability company By: Owner Of Investors Value Fund III, L.P., a Delaware limited partnership Its: Sole Member By: OI GP III, LLC, a Delaware limited liability company Its: General Partner By: Name: Scott J. Schmitt Title: President 6 STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing document was subscribed, sworn to and acknowledged before me this day of , 2025, by Scott J. Schmitt, as the President of OI GP III, LLC, a Delaware limited liability company, the General Partner of Owner Of Investors Value Fund III, L.P., a Delaware limited partnership, the Sole Member of OI TAG Beaver Creek, LLC, a Delaware limited liability company, on behalf of the limited liability company. My commission expires: [SEAL] Notary Public EXHIBIT A TEMPORARY CONSTRUCTION EASEMENT See Attached FOUND SURVEY MONUMENT 1.5" ALUMINUM CAP ON REBAR STAMPED PLS 13155 (TYPICAL) FOUND SURVEY MONUMENT 1.5" ALUMINUM CAP ON REBAR STAMPED PLS 11204 LIMITS OF ASPHALT ACCESS 25.00' Proposed construction easement 25' from existing pavement. S 30°21'42" W 17.70' S 05°20'32" W 61.70' S 12°37'28" W 123.39' S 00°21'49" W 9.37' S 00°21'49" W 22.30' 110.92' N 02°47'34" E N 73°05'29" W10.15' N 12°28'20" E 123.87' LOT 1 TRACT S 50' Access, Utillity, & drainage easement 50.0' 25.0' 10.0' 2 5 ' D it c h la t e r a l e a s e m e n t 10' Ditch lateral easement "A" EXHIBIT LEGAL DESCRIPTION CONSTRUCTION EASEMENT: A parcel of land, part of which is lying south of and contiguous with Lot I Tract N of Beaver Creek Subdivision 6th Filing according to the Plat recorded in Book 337 at Page 129, being a portion of that Parcel of land described as Parcel I in the deed recorded November 23, 1993 under Reception No. 521717, both in the Clerk and Recorder's Office, County of Eagle, State of Colorado and lying in the Southwest Quarter of Section 12 and Northwest Quarter of Section 13, Township 5 South, Range 82 West of the Sixth P.M., County of Eagle, State of Colorado, and being more particularly described as follows: Beginning at the a found 1.5" Aluminum cap PLS 11204 in the Cul-de-Sac of Beaver Creek Dr. Thence along the property line between Lot 1 and Tract S, N 02°47'34" E a distance of 110.92'; thence N 12°28'20" E a distance of 123.87'; thence leaving said common property line, S 73°05'29" E a distance of 10.15'; thence S 12°37'28" W a distance of 123.39'; thence S 05°20'32" W a distance of 61.70'; thence S 00°21'49" W a distance of 22.30'; thence S 00°21'49" W a distance of 9.37'; thence S 30°21'42" W a distance of 17.70'; which is the point of beginning, having an area of 2049.0 Square Feet, 0.047 Acres Stars to Stones Surveying Professional Land Surveying & Mapping 559 Pine Meadows Dr. Grand Junction, CO, 81504 970.618.2118 Cell Stars2stonessurveying@yahoo.com SURVEYOR'S CERTIFICATE I, IVAN MARTIN, A PROFESSIONAL LAND SURVEYOR REGISTERED UNDER THE LAWS OF THE STATE OF COLORADO, DO HEREBY CERTIFY THAT THIS LEGAL EXHIBIT WAS MADE BY ME AND UNDER MY SUPERVISION, AND THAT THE MAP IS ACCURATE AND CORRECT TO THE BEST OF MY KNOWLEDGE. ____________________________________ IVAN MARTIN COLORADO P.L.S. No. 38440 FOR AND ON BEHALF OF STARS TO STONES SURVEYING 05/28/25 970-977-0063 wkearney@avon.org TO: Honorable Mayor Underwood and Council members FROM: Will Kearney, Senior Engineer RE: Notice of Award – Avon Rd Crosswalk Improvements DATE: August 5, 2025 SUMMARY: This report requests Council authorization to issue Notice of Award ("NOA") for construction of the Avon Rd Crosswalk Improvements project, as approved in the Town of Avon’s 2025 Capital Improvement Program. The agreement covers all construction activities associated with the Avon Rd Crosswalk Improvements project. Construction is scheduled to commence in early September 2025 and conclude in November 2025. BACKGROUND: Avon Road is a primary throughfare bisecting the Town of Avon’s core. Avon has identified nine (9) pedestrian crossings along Avon Road from I-70 to US-6 to be upgraded with Rectangular Rapid Flashing Beacons ("RRFB") pedestrian crossing signs and ADA compliant curb ramps to improve pedestrian safety. SELECTION PROCESS: The project was advertised for competitive bidding on bidnetdirect.com from June 12, 2025, to July 7, 2025. Four (4) bids were received: ·Morton Electric, Inc - $1,023,868.00 ·JARCCO Construction, LLC – $1,217,125 ·KECI Civil, Inc - $1,260,832 ·Phoenix Industries LTD - $1,265,781.75 The Low bidder, Morton Electric, was deemed responsive and responsible. Page 2 of 2 CONSTRUCTION SCHEDULE: Construction is scheduled to commence in early September 2025 and conclude in November 2025. FINANCIAL CONSIDERATIONS: The Avon Rd Crosswalk Improvements project is funded primarily through the Federal Highway Safety Improvements Program (HSIP), which includes local and state matching contributions. Additional funding was secured through the Federal ADA grant program. The Avon Rd Crosswalk Improvements project was approved under the Town of Avon’s 2025 Capital Improvements Program with an initial budget of $750,000. During the April 22, 2025 Council session, the report titled CDOT IGA Amendment – Avon Rd Crosswalk Improvements was presented, informing Council of a $310,000 increase in total grant award. This report stated that the anticipated budget amount would be increased to $1,100,000. Upon receipt of bids and identification of the prospective low bidder, the final CIP Project budget amendment would occur at the time of Construction Notice of Award. After identifying the low bidder, the total cost for this project including design, materials testing, and construction is $1,202,157. Project Budget ·HSIP (Federal Contribution)$418,500 ·HSIP (CDOT Match) $22,500 ·HSIP (Avon Match) $24,000 ·ADA Federal Grant $235,000 ·Avon additional funds $505,157 Total Budget: $1,202,157 Project Expenses ·Design (Stolfus & Assoc) $87,095 ·Design Support During Construction (Stolfus & Assoc) $10,000 ·Materials Testing (Rocksol Consultants) $30,000 ·Construction (Morton Electric) $1,023,868 ·Contingency $51,194 Total Expenses: $1,202,157 RECOMMENDATION: I recommend Council approve the Notice of Award to Morton Electric for the construction of the Avon Rd Crosswalk Improvements project in the amount of $1,023,868. PROPOSED MOTION: “I move to approve the Notice of Award for the construction of Avon Rd Crosswalk Improvements Project to Morton Electric in the amount of $1,023,868. Thank you, Will 970-748-4118 gpadilla@avon.org TO: Honorable Mayor Underwood and Council members FROM: Gary Padilla, Operations Manager RE: Wildland Fire Mitigation IGA DATE: July 29, 2025 SUMMARY: The 2025 Wildland Fire Mitigation IGA is presented for Council consideration. The Town of Avon has partnered with the Eagle River Fire Protection District to conduct wildland fire mitigation for the Wildridge, Wildwood and Mountain Star neighborhood for several years. The Eagle River Fire Protection District is able to leverage the Town’s contribution to secure additional grant funding and thereby accomplish even more wildfire mitigation than the Town of Avon’s contribution would support. The Mayor is asked to sign the attached Intergovernmental Agreement (“IGA”) between the Town of Avon and Eagle River Fire Protection District for providing Wildland Fire Mitigation. The IGA will provide $80,000 in funding for wildland fire mitigation, which is the same contribution as in 2024. BACKGROUND: The Town of Avon and Eagle River Fire Protection District worked collectively to design and implement fuel breaks for our Wildridge Residents to reduce the risk of catastrophic wildfires. In collaboration with ERFPD, the following fire mitigation efforts have been implemented: •2020 o 36 large piles of debris from 2019 were burnt. •2022o Fuel breaks were placed in Buck Creek, June Creek drainage and Beaver Creek Point o The Town of Avon paid $40,000 and the ERFPD paid $12,500 using Eagle Valley Wildlandfunds, in addition, Town of Avon contributed an additional $20,000 which paid for staff timein Wildridge, and operational costs accrued to burn piles.o For these efforts ERFPD successfully gained approval from the National Fire ProtectionAssociation for Wildridge to become a FireWise Community •2023 FundingoThe Town of Avon contributed $80,000 to the Wildland Fire Program o Wildland Fire program received a grant for $243,500 from the Colorado State ForestService. The grant monies have been utilized to cover the following hillside areas: Cordillera Valley Club to Mountain Star on the North side of I-70oOther contributions were made by Berry Creek Metro, Eagle County, and federal partnersin total amount of $100,750. o The work completed was focused on protecting the Metcalf evacuation route. o A vegetation study on the West Avon Preserve was funded by ERFPD and EVW to betterunderstand the Mountain Penstemon and the treatment effects which cost $6000.o The Town of Avon contributed $80,000 for mitigation efforts, this contribution will alsoassist in getting funding from the United States Forest Service (USFS). •2023-2024oEagle Valley Wildland burned over 200 piles in Unit 6.5oPriority plans to burn in units 3,5 and 6 this fall. From 2020 to 2025, the Operations team has picked up approximately 291 yards of branches and tree stumps from residents of Wildridge and Wildwood. The Town of Avon will work closely with ERFPD with the monthly chipping operations to help promote and create awareness from a general marketing perspective and a sustainability standpoint. ` 970-748-4118 gpadilla@avon.org PROPOSED MOTION: “I move to approve the Intergovernmental Agreement between Eagle River Fire Protection District and the Town of Avon” Thank you, Gary ATTACHMENT A: Intergovernmental Agreement Intergovernmental Agreement Between Eagle River Fire Protection District and The Town of Avon THIS AGREEMENT is made and entered into this ___ day of ______________, 2025, by and between the Eagle River Fire Protection District (“Fire District”) and the Town of Avon (“Avon”) (collectively, the “Parties”). Agreement Avon will provide $80,000.00 (the “Avon Contribution”) to Eagle River Fire Protection District to support wildland fire mitigation in 2025, as described herein, within and in the areas immediately surrounding Avon’s boundaries (the “Avon Area”). Eagle River Fire Protection District, by and through Eagle Valley Wildland1 shall use the Avon Contribution only for the direct costs to support wildfire mitigation efforts in the Avon Area, including salary costs for ERFPD and EVW staff. Eagle Valley Wildland will take on all contractual needs, management, and oversight of the projects performed in the Avon Area during the 2025 calendar year. Eagle Valley Wildland will coordinate with Avon on all project locations, timing, and scope. Eagle Valley Wildland will identify a designated staff contact and provide such information to Avon no later than June 30, 2025. On a yearly basis, and at Avon’s town council meeting, Eagle Valley Wildland will provide Avon with financial reports and a financial report summary together with a description of the expenditures and uses to-date of the Avon Contribution and including a description and ongoing and completed projects. Avon will pay the Avon Contribution to Eagle River Fire Protection District on or before August 1, 2025. Eagle River Fire Protection, the fiscal agent for the Eagle Valley Wildland program, will handle all the invoice needs for the ongoing and completed projects. Eagle River Fire Protection District will deliver the Avon Contribution (or any portion thereof) to Eagle Valley Wildland for expenditure as described herein. If, as of December 31, 2025, any portion of the Avon Contribution has not been expended, the balance shall be returned to Avon will a final accounting therefore no later than January 31, 2026. The parties do not intend hereby to create a multiple-fiscal year direct or indirect debt or other financial obligation whatsoever. The performance of those obligations of Avon and the Fire District hereunder requiring budgeting and appropriation of funds are subject to annual budgeting and appropriations. Nothing in this Agreement or in any actions taken by the Parties pursuant to this Agreement shall be deemed a waiver of either party’s sovereign immunity under the Colorado Governmental 1 Eagle Valley Wildland is a combined effort for wildland support and mitigation between Eagle County, Gypsum Fire Protection District, Greater Eagle Fire Protection District, & Eagle River Fire Protection District. ATTACHMENT A Immunity Act, Sections 24-10-101, et seq., C.R.S., as amended from time to time. The Parties enter into this Agreement as separate, independent governmental entities and shall maintain such status throughout the term of this Agreement. This Agreement is intended to benefit only the parties hereto, and no other person or entity is intended by the parties to be a third-party beneficiary of this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first written above. Eagle River Fire Protection District The Town of Avon By: By: Printed Name: Printed Name: Signature: Signature: Title: Title: Date: Date: Appendix A- Maps Yellow areas are proposed 2024 treatment areas. Contract estimates are $169,750 Green areas are completed 970.748.4004 eric@avon.org TO: FROM: RE: DATE: Honorable Mayor Tamra N. Underwood and Council members Patti Liermann, Housing Planner Amendment to Slopeside Conceptual Design Agreement August 7, 2025 SUMMARY: This report presents to Council an Amendment to the Conceptual Design Agreement with Ulysses Acquisition, LLC to provide conceptual design services for the Slopeside Community Housing apartment project. The design work is progressing; however, additional time is needed. This Amendment changes the termination date from August 15, 2025 to October 31, 2025. That is the only change to the Conceptual Design Agreement. CONCEPTUAL DESIGN STEPS: The Conceptual Design Agreement set forth the design work to occur in four steps. Ulysses and their design team have submitted materials for Step 3, presenting a “preferred conceptual design” based on feedback from Step 2 and the presentation of two conceptual designs. Avon Planning and Zoning Commission is scheduled to review the revised conceptual design on Monday, August 11, 2025. The revised conceptual design should come to Council at the August 26 Council meeting. A final conceptual design is Step 4 which would incorporate any desired revisions from this round of review by Avon Planning and Zoning Commission and Council. Staff has begun discussions with Ulysses about the terms of a Developer Services Agreement and different options. A first introduction to a Developer Services Agreement is expected in September. FINANCIAL IMPACTS: There is no change to the current fee of $105,000 for conceptual design services. PROPOSED MOTION: “I move to approve the Amendment to the Conceptual Design Agreement.” Thank you, Patti ATTACHMENT A: Amendment to Conceptual Design Agreement ATTACHMENT B: Conceptual Design Agreement, dated February 25, 2025 AMENDMENT TO CONCEPTUAL DESIGN AGREEMENT This AMENDMENT TO CONCEPTUAL DESIGN AGREEMENT (“Amendment”) is made and entered into on August 12, 2025, by and between TOWN OF AVON, a Colorado home-rule municipality (“Avon”) and ULYSSES ACQUISITION LLC, a Colorado limited liability company (“Developer”), collectively referred to as the “Parties”. RECITALS A.Avon and Developer entered into a Conceptual Design Agreement dated February 25, 2025 which set forth a date of August 15, 2025 for termination of the Conceptual Design Agreement in paragraph III.A.; and B.Avon and Developer desire to extend the term of the Conceptual Design Agreement anddate for termination and paragraph VI of the Conceptual Design Agreement states thatamendments to the Conceptual Design Agreement shall be in writing signed by the Parties. AMENDMENT Paragraph III.A. of the Conceptual Design Agreement, dated February 25, 2025, is hereby amended by repealing and restating such paragraph in its entirety to read as follows: “III.A. The “Agreement Term” will commence on the Effective Date and terminate October 31, 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.” IN WITNESS WHEREOF, the Parties have executed this Amendment on August 12, 2025. TOWN OF AVON By:________________________________ ATTEST:_______________________________ Tamra N. Underwood, Mayor Miguel Jauregui Casanueva APPROVED AS TO FORM By:________________________________ Nina Williams, Town Attorney DEVELOPER, Ulysses Acquisition LLC By:________________________________ Title:_______________________________ ATTACHMENT A: AMENDMENT ATTACHMENT B Slide Title Style Shown Here SpeakUpReachOut.org Suicide Prevention Coalition of the Eagle ValleyLet’s Talk About Suicide About SpeakUp ReachOut Discussing suicide has the power to heal. We’ve experienced it first hand. SpeakUp ReachOut reduces instances of suicide in Eagle County and helps those affected by it address their pain. Through educational programs, events, peer groups, and partnerships, we bring community members together to learn and share their unique experiences. Slide Title Style Shown Here SpeakUpReachOut.org Suicide by the Numbers SpeakUpReachOut.org Eagle County Statistics Year # of Suicides Average Age Male/Female Resident 2024 15 44 11 male; 4 female 12 yes, 3 no 2023 13 46 12 male; 1 female 11 yes; 2 no 2022 15 48 12 male; 3 female 14 yes; 1 no 2021 9 32 7 male; 2 female 8 yes; 1 no 2020 12 42 11 male; 1 female 12 yes; 0 no Healthy Kids Colorado Slide Title Style Shown Here SpeakUpReachOut.orgSpeakUpReachOut.org Provide Education & Awareness Improve ConnectednessPostvention Improve Access & Delivery of Suicide CareLethal Means Safety Increase Economic Stability Theory of Change: Our Preventio n Framewor k Slide Title Style Shown Here SpeakUpReachOut.org ●Signature Event Series ●Peer Support Groups ●Suicide Prevention Training ●Signs of Suicide School Programming ●Coping Skills for Resilience ●Professional Development for providers and first responders ●Lethal Means Safety ●Retrospective Fatality Analysis ●Community Response & Loss Support Our Initiatives SpeakUpReachOut.org Slide Title Style Shown Here SpeakUpReachOut.org ●Level 1 ○Talk Saves Lives ○LivingWorks Start ○VitalCog: Workplace Suicide Prevention ○Question, Persuade, Refer (QPR) Training ○Soul Shop for Congregations ●Level 2 ○Mental Health First Aid ○Youth Mental Health First Aid ○Soul Shop for Leaders ○Spiritual First Aid ●Level 3 ○Applied Suicide Intervention Skills Training (ASIST) ○Professional Development Opportunities Learn More About Suicide Preventio n SpeakUpReachOut.org Training with SpeakUp ReachOut Slide Title Style Shown Here SpeakUpReachOut.org ●Talk Saves Lives - Quarterly ○1.5 hour suicide prevention training ●Annual Memorial Ceremony - September 7 ○Remember, Reflect, Revitalize HOPE! ●Wear Yellow Day - September 10 ○Support suicide prevention and spread awareness in Eagle County ●This is My Brave - The Show - September 26 ○A powerful, live, storytelling event ●Día de Muertos - November 2025 ○Celebrate loved ones lost at this collaborative event Upcoming Events SpeakUpReachOut.org Slide Title Style Shown Here SpeakUpReachOut.org Language Matters SpeakUpReachOut.org Choosing Compassionate and Accurate Language ●Died of/by Suicide vs. Committed suicide ●Suicide v. Successful attempt ●Suicide Attempt vs. Unsuccessful attempt ●Describe behavior vs. manipulative/attention seeking ●Describe behavior vs. suicide gesture/cry for help ●Diagnosed with vs. they’re Borderline/Schizophrenic ●Working with vs. dealing with suicidal patient Slide Title Style Shown Here Help prevent suicide and keep your loves ones and yourself safe by putting time and distance between a suicidal person and a firearm. Out of home storage: ●Gun shops, ranges, law enforcement ●ColoradoFirearmsSafetyCoalition.org ●Lock2Live.org ●Loan the firearm to a relative ●Loan to a non-relative for up to 72 hours Other storage options: ●Storage device and safes ●Change combinations and secure keys ●Store firearms and ammo separately Firearms and Suicide Gun Owners Can Help Prevent Suicide SpeakUpReachOut.org Slide Title Style Shown Here Any strategy that builds time between someone in suicidal crisis and a firearm will keep everyone safer. Please consider these options: ●Get connected with a healthy support group ●Seek help from a qualified professional ●Store your firearms off-site temporarily ●Ask a friend to hold the keys, or store them somewhere safe where they’re not immediately available in a crisis ●Disassemble your guns and entrust a friend with non-regulated components Firearms and Suicide Gun Owners Can Help Prevent Suicide SpeakUpReachOut.org ●Bullet style shown here ●Bullet style shown here ●Bullet style shown here ●Bullet style shown here Find a Group that meets your needs TODAY! Peer Support Where to Find Us @speakupreachouteaglecounty @speakupreachoutec @speakupreachoutwww.speakupreachout.org Follow. Like. Share. Slide Title Style Shown Here SpeakUpReachOut.org Get Help SpeakUpReachOut.org  www.vailhealthbh.org 970-306-4673 Slide Title Style Shown Here SpeakUpReachOut.org ●2500+ students 5th-12th grade receive suicide prevention training each year ●91% of people are more comfortable talking about mental health and suicide after taking a training with SpeakUp Reachout ●195 students were identified as needing support in 23/24 SY as a result of our programs. Your Support Makes a Difference SpeakUpReachOut.org Suicide prevention programs are paid for by compassionate people like you Because of your community support, programs like this are available to everyone at no charge. Community DevelopmentAugust 12, 2025 Community Development Department Community Development Team •Matt Pielsticker, AICP –Director •Derek Place –Building Official •Jena Skinner, AICP –Planning Manager •Max Morgan, AICP –Planner II •Emily Block –Development Coordinator •Matt Waldrop –Building Inspector •Patti Liermann –Housing Planner Community DevelopmentAugust 12, 2025 Jena, Max, Matt P. -American Institute of Certified Planners (AICP) Derek –ICC Certified Commercial Building Inspector | Plumbing Inspector | Plumbing Inspector | Mechanical Inspector | Residential Electric Jena -Certified in Conflict Resolution & Mediation Max -Qualified Water-Efficient Landscaper (QWEL) Emily –ICC Permit Technician Matt W.–Master Plumber License | ICC Certified Commercial Plumbing | Commercial Plumbing Inspector Patti –CO Real Estate Broker | Executive Certificate in Affordable Housing Community DevelopmentAugust 12, 2025 Programs & Services Planning •Long Range Planning •Comprehensive Plans / Housing Plan / Three-Mile Plan / Subarea Plans, etc. •Development Review•Current Planning: Zoning & Land Use Administration, Code Compliance •Development Coordination •Short Term Rental & Business License Admin •Planning and Zoning Commission Housing •MEHOP / ¡Mi Casa! / Good Deeds 2 Programs•Management & Administration of All Deed Restrictions in Avon •Regional Coordination of Housing Efforts •Housing Grants •New Project Development •Compliance •Housing Policies •TOA Residential Real Estate Transactions Building •Plans Review •Exterior Energy Offset Program •Permit Administration •Building Inspections Community DevelopmentAugust 12, 2025 Other Duties As May Be Assigned….. Community DevelopmentAugust 12, 2025 •Code Enforcement Coordination & Assistance With Officers •DDA Support •CASE Support •Village at Avon DRB •County-wide Wildfire Collaboration •Wildlife Roundtable Collaboration •Sustainability Collaboration & Initiatives Planning Highlights State Land Board Annexation Village at Avon “Phase I” Community DevelopmentAugust 12, 2025 Main Street Mall Park Planning Housing Highlights Slopeside Apartments Good Deeds Partnership Housing Needs Assessment State Land Board – Phase 1 Regional Housing Authority Exploration Deed Restriction Replacement Community DevelopmentAugust 12, 2025 Community Development August 12, 2025 By the Numbers… 2024 Permits Issued:137 Planning Apps:56 Permit Fees: $146,464 Plan Review Fees: $76,763 Planning Fees: $8,200 Use Tax:$179,227 Permits Issued:212 Planning App:101 Permit Fees: $866,728 Plan Review Fees: $556,652 Planning Fees: $20,583 2025 YTD Building Inspections: 1,708 Building Inspections: 764 Thank You from the Community Development Team Questions? Community DevelopmentAugust 12, 2025 970.748.4004 eric@avon.org TO: Honorable Mayor Tamra N. Underwood and Council members FROM: Eric Heil, Town Manager RE: Regional Housing Authority – GPS Meeting Facilitator Consultant Contract DATE: August 7, 2025 SUMMARY: This report presents an Independent Contractors Agreement to retain Government Performance Services (“GPS”) to assist with the Regional Housing Authority research effort. GPS would provide meeting facilitator services for a series of meetings with community leaders to explore the potential formation of a Regional Housing Authority. BUDGET: The Town of Avon and Eagle County partnered to secure a $160,000 grant award with the Department of Local Affairs (“DOLA”). Avon and Eagle County are each contributing $20,000 matching funds, for a total of $200,000 for a project budget. GPS’s proposal amounts to $180,975, which includes a $34,200 contingency. SELECTION PROCESS: The Town of Avon posted a Request for Proposal for Meeting Facilitator services through bid net and by posting on our website. We received four proposals. Two proposals were selected for interviews due to prior experience working on housing issues in mountain resort communities. Our review group selected GPS, which includes Bill Ray of WR Communications. GPS and Bill Ray have considerable experience with facilitating community meetings on a wide variety of community topics and both have experience and familiarity with Eagle County. The GPS proposal also has strong resources and experience to support outreach and engagement with the Hispanic community. COMMUNITY ENGAGEMENT PROCESS: The Scope of Work includes attending and facilitating two rounds of meetings with the towns, metropolitan districts and established community entities in the Eagle River Valley portion of Eagle County, establishing a website for information, assisting with social media posts, conducting a community survey, and conducting voter polling. The process allows for significant flexibility to respond to questions or concerns that arise during the initial round of community meetings. The Scope of Work contemplates that Avon and Eagle County staff will prepare initial background and overview materials, including: • Summary of recently completed Eagle County Regional Housing Needs Assessment • Summary of projects and public expenditures for housing projects over the last 3-5 years • Overview of the 2016 Eagle County sales tax effort • Overview of the Multi-Jurisdictional Housing Authority statutes GOALS: The goals of forming a Regional Housing Authority include: 1. Increase efficiency by consolidating housing staff and financial resources into a regional entity. 2. Achieve greater uniformity of housing programs and terms of deed restrictions. 3. Obtain voter support for new dedicated revenues for Community Housing projects. Page 2 of 2 SCHEDULE: Upon approval of the agreement with GPS, Avon and Eagle County staff with work with the consultants to review and finalize initial background and overview materials, provide information to the public, launch the website, and announce meeting schedule. The Scope of Work contemplates that the first round of community meetings would be conducted from early October to mid-November. An assessment of the first round of meetings would occur before the beginning of 2026 to review input, suggestions, concerns and consensus and determine the best format for the second round of community meetings. An open community survey would be conducted in early 2026. Voter polling with attention to different voting neighborhoods would occur in late winter or early spring of 2026. A report summarizing the meetings, input received and voter polling results would be compiled by the end of June, 2026. Ideally, there would be a defined proposal for a Regional Housing Authority with consensus for formation and voter support for approval of a funding measure so that the entities interested in forming a Regional Housing Authority can take action for formation and referral of a ballot measure for the November, 2026 election. RECOMMENDATION: I recommend proceeding with the agreement to retain Government Performance Solutions. PROPOSED MOTION: “I move to approve the 2025 Independent Contractor Service Agreement for Multi-Jurisdictional Housing Authority Facilitation with Government Performance Solutions, Inc.” Thank you, Eric ATTACHMENT A: 2025 Independent Contractor Service Agreement for Multi-Jurisdictional Housing Authority Facilitation. ATTACHMENT B: Government Performance Solutions, Inc. Proposal ICA – GPS Meeting Facilitator August 6, 2025 Page 1 of 8 2025 Independent Contractor Service Agreement For Multi-Jurisdictional Housing Authority Facilitation This Independent Contractor Service Agreement (“Agreement”) dated as of August 8, 2025, is between the Town of Avon, a Colorado home rule community (“Town”), and Government Performance Solutions, Inc. a consulting firm of the State of Colorado whose business address is 510 S Williams Street Denver, CO 80209 (“Contractor” and, together with the Town, “Parties”). 1. Services: Contractor agrees to provide services (“Services”) as described in the proposal (“Proposal”) attached hereto and incorporated herein as Exhibit A. To the extent the provisions of this Agreement conflict with the Proposal, the terms of this Agreement shall control. Contractor shall provide and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in Colorado. Contractor hereby warrants that it has the workforce, training, experience, and ability necessary to properly complete the Services in a safe and timely fashion. Contractor will comply and cause all of its employees, agents, and subcontractors to comply, with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement, or any other document attached or referenced herein, to have entered into any partnership, joint venture, employer/employee, or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers’ compensation; disability, injury, or health; professional liability insurance, errors, and omissions insurance; or retirement account contributions. 3. Insurance: 3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term (as defined herein) of this Agreement insurance of the kind and in the minimum amounts specified in this Section 3.1. The Required Insurance (defined below) shall be procured and maintained with insurers with an A- or better rating as determined by Best’s Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. The Contractor shall secure and maintain the following (“Required Insurance”): ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 2 of 8 A. Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance, if any, shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) for each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as additional insured parties. 3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the following: A. For Required Insurance and other insurance carried by Contractor (“Contractor Insurance”), all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers, or its employees shall be excess and not contributory insurance to that provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town-obtained insurance policy or coverage. B. For Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. 3.3. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 3 of 8 demand by the Town, or at the Town’s sole discretion, the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 4. Payment: Payment for Services shall be due only after the Services are completed to the Town’s satisfaction, which satisfaction shall be determined by the Town in its sole and reasonable discretion, and after Contractor has submitted an invoice for the amount due complete with the Contractor’s taxpayer identification number or social security number. Town shall pay Contractor within thirty (30) days after an invoice in proper form is submitted to Town. 5. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to the Contractor at least ten (10) days prior to the effective date of termination or may terminate this Agreement immediately upon delivery of written notice if Contractor fails to provide the Services in accordance with the terms of this Agreement. 6. 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 1 of the Colorado Revised Statutes. 7. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor 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. 8. 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 Contractor. 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. 9. Limitation of Damages: The Parties agree that Contractor’s remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 4 of 8 for Services due under the Agreement and that the Town shall not be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits. 10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Town, 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 the Services, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 11. 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 the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 12. Term. The provision of Services under this Agreement shall commence on August 12, 2025 (the “Effective Date”) and will terminate on November 1, 2026 (cumulatively, the “Term”); provided, however, under no circumstances will the Term exceed the end of the current Town Fiscal year (January 1 – December 31). The Contractor understands and agrees that the Town has no obligation to extend this Agreement’s Term or contract for the provision of any future services, and makes no warranties or representations otherwise. Notwithstanding the foregoing, the Parties may mutually agree in writing to the monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension do not alter or amend any of the terms or provisions of this Agreement. 13. Article X, Section 20/TABOR. The Parties understand and 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 Town of Avon, and other applicable laws. Upon the failure to appropriate such funds, this Agreement shall be terminated. 14. Background Check. A background check of Contractor and any Contractor’s employees or subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past six (6) months and shall provide a copy prior to the commencement of any Services (this can be acquired ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 5 of 8 online by going to www.colorado.gov) or the Town will conduct the background check and provide a submission form to be completed by the Contractor. 15. Assignability. The Contractor shall not assign this Agreement without the Town’s prior written consent. 16. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this Agreement. 17. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Attorney’s Fees. Should this Agreement become the subject of litigation between the Town and Contractor, the prevailing party shall be entitled to recovery of all actual costs in connection therewith, including but not limited to recovery of all actual costs in connection therewith, including but not limited to attorneys’ fees and expert witness fees. All rights concerning remedies and/or attorneys’ fees shall survive any termination of this Agreement. AGREEMENT READ, UNDERSTOOD, AND APPROVED: TOWN OF AVON CONTRACTOR By: ____________________________________ By: _____________________________________ Name: __________________________________ Name: _Brian Pool________________________ Title: ___________________________________ Title: _Partner________________________ APPROVED AS TO FORM: ______________________________________ Nina P. Williams, Town Attorney ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 6 of 8 EXHIBIT A Scope of Work: Avon MJHA Community Outreach Phase Activities Deliverable(s) Timeline Fees Phase Subtotal Project Launch, Planning & Ongoing Management Establish the Leadership Structure and Kickoff: • Identify Steering Committee for oversight and decision-making. • Identify Core Internal Team for project execution. Virtual Kickoff Meeting: • Establish project scope, roles, and success criteria with stakeholders. Project Planning & Logistics: • Define milestones, timeline, and dependencies. • Project Plan and Schedule • Kickoff meeting materials and facilitation August - September 2025 $ 2,850 $17,100 Develop a Communications & Outreach Strategy: • Identify key audiences and messaging strategies. •Define outreach channels and engagement strategy • Draft initial communications to set project expectations. • Communication & Outreach Strategy August - September 2025 $ 2,850 Conduct Monthly Check-ins with Steering Committee: • Provide status updates and discuss risk mitigation strategies with identified project leaders. • Steering Committee Agendas and Notes August 2025 - June 2026 $ 11,400 Conduct MJHA Research & Develop Public Education Materials Research Existing MJHAs in Colorado and Synthesize Findings • MJHA Case Studies Report August - October 2025 $ 4,275 Develop Public Education Materials • Collaborate with Housing Partners to integrate background and context • Create bilingual, accessible materials for diverse audiences (print and digital) • Draft content for Housing Partners' digital platforms • Collaborate with staff on timing and placement • PowerPoint Slide Deck • Public Education Materials (flyers, fact sheets, FAQs) • Draft content for video/social media posts • Content for Digital Engagement Platforms August - October 2025 $ 15,675 ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 7 of 8 Scope of Work: Avon MJHA Community Outreach Phase Activities Deliverable(s) Timeline Fees Phase Subtotal • Track and adjust based on analytics and feedback $19,950 Eagle County Direct Community Outreach Facilitate up to 40 meetings with Eagle County Community Stakeholders for Phases 1 & 2 • Execute an iterative engagement strategy - Phase 1 (Oct-Nov 2025): Broad initial outreach and listening sessions to identify community priorities, Phase 2 (Jan-Mar 2026): Thematic synthesis to refine and connect emerging ideas. • Ensure Spanish-language access and cultural responsiveness across all phases • Maintain meeting records and feedback logs to inform adaptive strategy • Agendas and Facilitation Materials • Thematic Summary Memos by Engagement Phase October 2025 - March 2026 $ 68,400 $104,025 Design Bilingual Community- Wide Survey Aligned with Themes from Meetings • Administer survey through online and offline channels • Analyze responses and present findings • Community survey instrument • Survey report with summary charts, stats and qualitative insights March 2026 - May 2026 $ 17,100 Administer Eagle County Public Polling • Coordinate with Housing Partners to align polling goals • Develop polling questions informed by outreach themes • Administer statistically valid public poll • Analyze and present findings • Polling Instrument • Poll Execution Plan • Final Polling Results May 2026 - June 2026 $ 18,525 Final Report & Recommendation Synthesize Data Across All Touch Points: •Draft final report outlining support, concerns, consensus points, and • Final Report • Presentation to Housing Partners June 2026 $ 5,700 ATTACHMENT A: GPS Agreement ICA – GPS Meeting Facilitator August 6, 2025 Page 8 of 8 Scope of Work: Avon MJHA Community Outreach Phase Activities Deliverable(s) Timeline Fees Phase Subtotal recommendations •Present to Housing Partners and revise based on feedback $5,700 Optional and Contingency: Phase 3 Eagle County Stakeholder Meetings Optional Contingency: Facilitate up to 20 meetings with Eagle County Stakeholders for Phase 3 • Phase 3: Return visits with updated concepts to validate alignment, surface challenges, and test potential MJHA design elements • Agendas and Facilitation Materials • Thematic Summary Memos by Engagement Phase April 2026 - June 2026 $ 34,200 $34,200 TOTAL Budget $146,775 TOTAL Budget with Options & Contingency $180,975 ATTACHMENT A: GPS Agreement Government Performance Solutions, Inc. Response to: Eagle County Regional Housing Authority Research Project RFP Issued by the Town of Avon and Eagle County ATTACHMENT B: GPS Proposal 2 | P a g e Contents Cover Letter ..................................................................................................................................... 3 Qualiflcations................................................................................................................................... 4 Company Overview ....................................................................................................................... 4 Key Personnel ............................................................................................................................... 5 Hispanic/Latine Community Outreach Strategy ............................................................................. 13 Project Examples and References .................................................................................................... 13 Project Approach ............................................................................................................................ 17 Phase 1: Project Launch, Planning, and Ongoing Management ....................................................... 17 Phase 2: Conduct MJHA Research & Develop Public Education Materials ........................................ 18 Phase 3: Eagle County Direct Community Engagement .................................................................. 19 Phase 4: Final Report & Recommendation..................................................................................... 20 Fee Estimate .................................................................................................................................. 21 Local Staff Time and Resources ....................................................................................................... 21 Closing Statement .......................................................................................................................... 22 Appendix: Other Stakeholder Engagement Examples......................................................................... 23 ATTACHMENT B: GPS Proposal 3 | P a g e Cover Letter Dear Eric Heil, Government Performance Solutions Inc. (GPS) is pleased to submit our proposal in response to the Eagle County Regional Housing Authority Research Project RFP. As a Colorado-based flrm with deep roots in the region and a strong track record of success in complex public sector initiatives, we are eager to bring our expertise to this vital community engagement effort. We understand that the creation of a Multi-Jurisdictional Housing Authority requires more than technical knowledge, it requires trust, transparency, and a thoughtful, inclusive process. To ensure a well-rounded approach and inclusivity, we have chosen to partner with WR Communications and the Community Language Cooperative (CLC). Our combined team excels at facilitating broad, cross-sector conversations and distilling diverse perspectives into actionable strategies. We know how to help communities think together, not just speak in parallel. GPS and partners bring both local fiuency and professional rigor to this work. Our approach combines deep stakeholder engagement with adaptive planning, helping communities navigate difficult questions while building alignment. We are especially attuned to the importance of elevating historically underrepresented voices, including Hispanic and immigrant communities, through culturally responsive engagement methods. What sets GPS apart is our commitment to sustainable, community-rooted solutions. We view every engagement as a partnership: we work alongside our clients to co-create strategies that are not only technically sound but grounded in the lived experiences of those affected. We ensure that ideas are shared across jurisdictions and organizations, not siloed, exactly the kind of iterative, trust-building process your team has envisioned. This proposal outlines our approach, experienced team, and unwavering commitment to helping Eagle County and its partners shape a shared path forward. We have reviewed the Town of Avon’s standard independent contractor agreement and affirm our acceptance of its terms, including insurance requirements. We appreciate your consideration and look forward to the opportunity to work together to support the future of housing in Eagle County. Sincerely, Brian Pool, Partner Government Performance Solutions, Inc. 303.884.8646 brian@governmentperformance.us ATTACHMENT B: GPS Proposal 4 | P a g e Qualifications Company Overview Government Performance Solutions, Inc. (GPS) is a Colorado-based consulting flrm specializing in strategic facilitation, stakeholder engagement, and public sector transformation. With over a decade of experience and a portfolio of more than 275 projects for over 60 government clients, nearly all in Colorado, GPS brings unmatched local insight and credibility to every engagement. Our core philosophy is grounded in partnership: we embed ourselves in each client’s context, listen deeply, and co-create solutions that are both practical and aligned with community values. Our ability to lead inclusive, multi-stakeholder processes that convert complex conversations into consensus-driven strategies distinguishes us from others. We are not simply facilitators; we are translators of community input into action. Our team is known for designing outreach models that invite participation from historically underrepresented voices and foster trust across diverse audiences. For this project, GPS is proud to bring an expanded team to ensure culturally relevant and high-impact engagement: • WR Communications – A trusted flrm with deep relationships in Eagle County and extensive experience supporting local government engagement across the mountain region. WR Communications brings place-based credibility and strategic communications expertise that will enhance outreach and message alignment. • The Community Language Cooperative (CLC) – A nationally recognized leader in Spanish- language facilitation, simultaneous interpretation, and translation. CLC is rooted in a language justice framework, ensuring inclusive and equitable participation for Spanish-speaking community members and stakeholders throughout the MJHA engagement process. Together, this team offers the right balance of facilitation depth, cultural fiuency, and local experience to guide Eagle County through the early stages of MJHA development. From deep listening and high-touch engagement to strategic analysis and deliverable execution, we are prepared to deliver an approach that informs, connects, and inspires. ATTACHMENT B: GPS Proposal 5 | P a g e Key Personnel Facilitating public-facing initiatives requires more than subject matter expertise, it demands political fiuency, inclusive engagement design, and a structured approach to decision-making. One of the most common challenges in this work is navigating divergent priorities and complex dynamics across jurisdictions. Without a strong facilitation framework, conversations can stall and momentum can fade. Our team brings experience guiding communities through these very challenges. We create space for all voices to be heard, then synthesize input into direction, ensuring that outcomes refiect both shared vision and grounded feasibility. For this engagement, we are assembling a collaborative and highly qualifled team with deep roots in Colorado communities: • Brian Pool (Partner, GPS) will serve as the Primary Facilitator and Accountable Executive, responsible for overall quality, resource alignment, and client satisfaction. Brian brings over 25 years of experience guiding cross-sector coalitions to consensus • Bill Ray (WR Communications) will support all communications and outreach elements. His role will include assisting with public presentation materials, drafting social media and website content, supporting development and flelding of the community survey, contributing to the flnal report, and coordinating broader public communications (e.g., op-eds, local stories, mailers). • Erin Ulric (Partner, GPS) will serve as Lead Engagement Strategist and Co-Facilitator, shaping outreach strategy and ensuring inclusive, adaptive engagement across stakeholder groups. • Agustín Leone (Principal Consultant, GPS) will serve as Co-Facilitator, Lead Analyst, and Lead Deliverable Developer, translating stakeholder input into clear, actionable materials and flnal recommendations. • The Community Language Cooperative will provide Spanish-language facilitation, simultaneous interpretation, and translation services. Their Language Justice approach ensures participants can communicate authentically in the language of their heart, building trust and true inclusion across the process. Committing three dedicated GPS personnel plus partners to this important effort ensures that all project deadlines are met successfully, as all team members actively manage key deliverables and engagement activities. If one team member becomes unavailable due to an unforeseen event, the other can seamlessly step in to maintain continuity, ensuring the project progresses without disruption. GPS has three additional highly skilled full-time consultants who can supply support in the event of an emergency and can provide surge capacity should the engagement require an extra push. Brian Pool Proposed as Primary Facilitator and Accountable Executive. Brian is a Colorado native and has maintained a family ranch in Eagle County since 2003. A seasoned and highly professional facilitator, Brian combines local knowledge and strategic insight with an engaging, results-driven approach. He excels at guiding diverse groups toward consensus, ensuring all voices are heard while keeping discussions focused, productive, and aligned with organizational goals. With a deep understanding of government operations and stakeholder dynamics, his ability to connect with executive ATTACHMENT B: GPS Proposal 6 | P a g e leaders and the public ensures he facilitates high-impact discussions that have helped agencies and communities create meaningful, lasting change for Coloradans. Brian brings three relevant core competencies to this engagement: ✓ Strategic planning & facilitation ✓ High-proflle stakeholder engagement ✓ Consensus building A few of Brian’s recent and relevant projects include: Eagle County – Strategic Plan (Spring-Summer 2025 – in process) • Designed and facilitated strategic planning project to develop 3-year strategic plan addressing critical challenges facing the county. These include housing, early childhood education, land use regulations, climate and wildflre mitigation. Designed and reflned interviews, staff survey, and community poll to inform the Strategy Team with targeted input. Town of Minturn – Council Retreat • Designed and facilitated a retreat for the Minturn Town Council, using community polling data to prioritize regional solutions. Topics included affordable housing strategies (short- vs long-term rentals, subsidies), water infrastructure and rights, development vs preservation values, and local revenue sources (sales tax, STR tax). The session also emphasized governance and strategic partnerships with Eagle County, ERWSD, and Holy Cross. Town Council of Erie, CO – Homeowner Confiict Resolution Workshops (Fall 2024) • Designed and facilitated roundtables with homeowner associations, developers, Town Council, and staff to address tensions around 2024 water tap fee increases. Provided expert mediation and strategic guidance, leading a structured confiict resolution process that equipped leaders with facilitation tools, ground rules, and stakeholder strategies to foster constructive dialogue and build consensus. Colorado Department of Healthcare Policy & Finance – Medicaid Provider Rate Review Advisory Committee (MPRRAC)- Stakeholder Facilitation (2021-2025) • MPRRAC is legislatively appointed to analyze actuarial analyses to develop recommendations for provider rates or policy changes. Since 2021, designed and facilitated quarterly 6-hour virtual meetings for MPRRAC of up to 70 staff, providers, and patient stakeholders. These efforts improved data quality and usability, enhanced analysis presentation, enriched committee discussion, and expanded participation from impacted communities, ensuring a more informed, inclusive, and actionable rate and policy recommendations. Colorado Department of Agriculture – Wild Horse Working Group (Sep 2023-May 2025) • In response to SB23-275, facilitated a diverse stakeholder group to develop consensus recommendations for the humane, non-lethal management of off-range wild horses. Led public communications, conducted interviews, and facilitated 18 meetings—including subcommittees, multi-day in-person sessions, and a virtual public forum. Delivered a legislative report with actionable recommendations and a proposed implementation plan. Pueblo County – Pueblo Means Business (October 2020 – June 2023) • Designed and facilitated multi-entity (city, county, and their partners) county-wide stakeholder engagement and redesign of Pueblo development process and created an online centralized platform connecting applicants to a process guide, routing, plan review, permitting, inspection and other business resources. See the platform here: Pueblo Means Business - Pueblo County Permitting – Licensing – Code Enforcement This included extensive meetings with external ATTACHMENT B: GPS Proposal 7 | P a g e stakeholder focus groups that included stakeholders from the City of Pueblo, Pueblo West & Pueblo County and from metro districts with a signiflcant focus on multi-family housing. Other relevant projects & experience • Eagle River Water & Sanitation District – Process Improvement Program • Eagle County – Process Improvement Program Education and Certifications Bachelor of Science in International Business from The University of Colorado Bachelor of Arts in Germanic Studies from The University of Colorado Master of International Management (MIM) from Thunderbird, the Garvin School of International Management Bill Ray Bill specializes in issues management and strategic communications for organizations involved in public conversations. This includes legislative, regulatory and ballot campaigns at the state, regional and local levels. He provides public affairs, media relations, crisis communication, grasstops communication and coalition development services. His flrm, WR Communications, represents a variety of groups, many with a stake in the Rocky Mountain region's most critical policy areas such as housing, transportation and education. Bill brings four core competencies to this engagement: ✓ Public outreach and education, including surveys and focus groups ✓ Strategic communications and facilitation ✓ Public-flnance and TABOR process ✓ Ballot question development and campaigns A few of Bill’s recent and relevant projects include: Eagle Valley Regional Transportation Authority (September 2021 – February 2024) • Helped facilitate the 18-month process of establishing a new governmental entity to provide enhanced transportation and transit services in the Eagle Valley portion of Eagle County. This included working with more than eight local governments, including Eagle County; the towns of Avon, Eagle, Gypsum, Minturn, Red Cliff and Vail; and Beaver Creek Metro District, to identify the transportation needs, potential funding sources, organization and structure, timelines, and other key organizational and political tasks. This effort culminated on Election Day with the successful passage of the RTA ballot question in seven of the eight jurisdictions, formally creating the Eagle Valley RTA and approving a 0.5 percent transit sales tax. Assisted with early startup and communications functions of the RTA. City of Glenwood Springs (June 2022 – November 2022) • Supported the successful public-policy development, polling and community engagement process for a ballot question to provide a lodging tax speciflcally for workforce housing. This project came after Glenwood Springs voters rejected other housing proposals on the ballot. The new tax provides Glenwood Springs with a long-term, sustainable funding source for public- private partnerships, deed restrictions, down-payment assistance and other housing tools. The ATTACHMENT B: GPS Proposal 8 | P a g e policy-development process and campaign addressed multiple community concerns and an opposition campaign. Education and Certifications Master of Journalism, Temple University, Philadelphia Bachelor of Arts in Political Science, Fordham University, New York City Erin Ulric Proposed as Lead Engagement Strategist and Co-Facilitator. Erin is a recognized expert in designing and executing inclusive stakeholder processes, with decades of experience supporting Colorado-based public health and human services initiatives. She brings deep skill in virtual and in-person facilitation, consensus-building, and translating diverse input into clear, actionable outputs. Erin brings four relevant core competencies to this engagement: ✓ High-proflle stakeholder engagement ✓ Community-led design ✓ Strategic planning & facilitation ✓ Partnership development A few of Erin’s recent and relevant projects include: Eagle County – Strategic Plan (Spring-Summer 2025 – in process) • Working alongside Brian Pool, Erin is co-leading the development of Eagle County’s 3-year strategic plan through a highly participatory process. She has designed and facilitated community and staff engagement activities including interviews, a staff survey, and a county-wide community poll, focused on key challenges such as affordable housing, early childhood, land use, and climate resilience. Erin brings a systems-thinking lens to this project, helping align diverse input into a unifled strategy. Department of Local Affairs – Division of Housing Transformational Assessment (July 2024 – January 2025) • Erin co-led outreach for the enterprise-wide assessment of Colorado’s Division of Housing. Her work included stakeholder interviews, focus groups, and internal workshops to uncover opportunities for structural, operational, and policy transformation. Worked closely with Division leadership to distill community and partner feedback into clear, prioritized recommendations for future direction. Health Care Policy & Financing - Doula Advisory Committee (DAC) (November 2024 – June 2025) • Erin led stakeholder engagement for the Doula Advisory Committee, managing a group of doulas, providers, and system partners with diverse perspectives and lived experiences. She designed and facilitated sessions that balanced budget, policy, and community dynamics. Erin also contributed to the design of the Health First Colorado Doula Hub, working across stakeholder groups: RAEs, doulas, providers, and communication vendors, to shape resources that respond to community needs and reduce barriers to participation. Health Care Policy & Financing - New Maternity APM Stakeholder Town Halls (February 2025 – Present) ATTACHMENT B: GPS Proposal 9 | P a g e • Erin is leading stakeholder engagement for the rollout of Colorado’s new Maternity Alternative Payment Model, working in partnership with KPMG. Her role includes planning and facilitating multilingual town halls, gathering and synthesizing feedback from birthing individuals, providers, payers, and advocates, and guiding communication across multiple stakeholder touchpoints. Engagement is taking place in English and Spanish to ensure equitable input across populations. Colorado Department of Public Health and Environment – Family Planning Collaborative (July 2023 – December 2023) • Erin designed and managed outreach efforts to inform the formation of Colorado’s Family Planning Collaborative, conducting 36 partner interviews, 11 focus groups, and an extensive literature review. Facilitated cross-sector discussions to identify root causes of access gaps and translated this into a flnal report delivered to the state legislature, outlining a path toward greater reproductive health equity. Education and Certifications Bachelor of Arts – Double Major in Math and Economics from Boston University Master of Public Health (MPH) from the Mailman School of Public Health at Columbia University Agustín Leone Proposed as Co-Facilitator, Lead Analyst and Deliverable Developer. Agustín is an accomplished strategy and operational excellence consultant with over 15 years of public sector experience helping government agencies transform how they work. He specializes in strategic planning, facilitation, Lean implementation, and change management, blending systems thinking with an inclusive, people-centered approach. Agustín brings a rare combination of technical expertise, facilitation skill, and deep experience working within complex government systems, making him an ideal partner for navigating cross-sector collaboration and delivering practical, measurable results. Agustín’s facilitation style emphasizes clarity, alignment, and equity. He has supported numerous state clients in developing strategic plans, designing implementation structures, and strengthening internal culture and communication. Agustín brings three core competencies to this engagement: ✓ Stakeholder engagement & facilitation ✓ Change management & communication planning ✓ Public sector policy A few of Agustín’s recent and relevant projects include: Colorado Department of Public Health & Environment – Health Facilities & EMS Division (September – November 2024) • Designed and led a multi-modal stakeholder engagement effort to inform the development of a public-facing hospital report card. Agustín conducted 14 interviews and facilitated 4 targeted focus groups with patients, advocates, providers, and system leaders. Synthesized qualitative flndings into actionable themes, presented best practices from 10 peer states, and developed recommendations that became the foundation for Phase 2 of the State Hospital Report Card Project. ATTACHMENT B: GPS Proposal 10 | Pa g e Public Health Institute at Denver Health – Enterprise-Wide Strategic Planning & Organizational Engagement (October 2023 – March 2024) • Directed a highly inclusive strategic planning process involving hundreds of staff across roles and divisions. Engagement methods included all-staff town halls, pulse surveys, working sessions, and feedback loops that helped shape vision, mission, and strategic priorities. The process built momentum for change and resulted in a measurable framework for organizational transformation, co-created with internal stakeholders. Colorado Department of Natural Resources – Division of Mining, Reclamation & Safety (October 2024 – December 2024) • Led a highly participatory strategic planning process grounded in staff input and internal stakeholder alignment. Agustín facilitated a workshop and multiple cross-team conversations to identify shared priorities, challenges, and aspirations. The resulting three-year plan was shaped through inclusive dialogue and included implementation tools to sustain momentum and internal buy-in. Education and Certifications Master of Public Health, University of Colorado Lean Strategic Planning & Deployment, Denver Health Lean Academy Coaching & Mentorship, Pinsight Laura Sigrist Proposed as Backup Analytic Support and Co-Facilitator. Laura has over 20 years of working in and with the public and social sectors, which helps her intuitively understand a system’s constraints and work with leaders to accommodate them while driving meaningful change. She has facilitated hundreds of meetings, overseen continuous improvement projects, and conducted in-depth flscal and policy research, analysis, and modeling. Laura’s clients appreciate her ability to bring people with differing viewpoints together to achieve a common goal and incorporates coaching into most of her projects. Having years of experience working directly with elected and appointed officials along with public employees at all levels, Laura is comfortable and skilled with navigating various environments and tunes her approach to drive meaningful outcomes for all. Laura brings four core competencies to this engagement: ✓ Strategic planning & facilitation ✓ High-proflle stakeholder engagement ✓ Analysis and evaluation ✓ Change management A few of Laura’s recent and relevant projects include: Division of Housing, Department of Local Affairs (July 2024 – December 2024) • Facilitated multiple focus groups and steering groups to arrive at a series of stakeholder and data- informed recommendations to improve division processes and services. Colorado Department of Early Childhood (2019 – 2024) • Facilitated over 100 meetings for over 20 projects that involved stakeholders from across Colorado’s system of early childhood, including state and local governments, elected officials, ATTACHMENT B: GPS Proposal 11 | Pa g e nonproflt and philanthropic leaders, higher education institutions, early childhood professional workforce, and families and community members. Northwest Colorado Council of Governments (September 2020 – April 2021) • Facilitated stakeholder meetings across the northwest region of Colorado to gather input and innovations regarding access, affordability, and quality of childcare. Developed recommendations based on local, state, national, and international research. Vail Health Behavioral Health (Eagle Valley Behavioral Health 2018 – 2020) • Convened leaders from the public sector, the provider community, and concerned non-proflts to strengthen and innovate behavioral health system for Eagle County’s residents and visitors. Over four months, GPS mapped the behavioral health system, including providers, performance measures and gaps, and acknowledged 19 gaps affecting the community. Informed by research, in-depth interviews, and collaborative workgroups, GPS developed initiatives and a flnancial model to drive forward key priorities. Colorado Department of Health Care Policy and Financing (2021 – 2023) • Facilitated multiple working groups and leadership committees focused on behavioral health topics, ranging from services and beneflts for Colorado’s children and youth to transitional services and supports for adults. These groups are reviewing statutory mandates, federal and state constraints, and community needs and arriving at consensus on how to change their processes, communicate clearly, and improve services for all who rely on the behavioral health system of care. Education and Certifications B.A. in English, Colorado State University Kate Newberg Proposed as a Backup Analytic Support and Co-Facilitator. Kate excels at in-depth engagement, strategic decision-making, and co-creating actionable plans that bridge policy, process, and technology. Specializing in facilitation, organizational assessments, and change management strategies, Kate ensures seamless collaboration across leadership, staff, and external partners. She has a strong track record guiding government agencies and public organizations through high-impact initiatives that deliver sustainable, measurable results. Kate resides north of Boulder in the front range foothills. Kate brings three relevant core competencies to this engagement: ✓ Stakeholder engagement and facilitation ✓ Change management & communication strategy ✓ Public sector policy A couple of Kate’s recent and relevant projects include: Pueblo County – Pueblo Means Business (October 2020 – June 2023) • Designed and facilitated multi-entity (city, county, and their partners) county-wide stakeholder engagement and redesign of Pueblo development process and created an online centralized platform connecting applicants to a process guide, routing, plan review, permitting, inspection and other business resources. See the platform here: Pueblo Means Business - Pueblo County ATTACHMENT B: GPS Proposal 12 | Pa g e Permitting – Licensing – Code Enforcement This included extensive meetings with external stakeholder focus groups that included stakeholders from the City of Pueblo, Pueblo West & Pueblo County and from metro districts with a signiflcant focus on multi-family housing. Colorado Department of Labor & Employment – Division of Workers' Compensation, Division of Independent Medical Exams (DIME) (July 2023 – June 2025) • Conducted comprehensive interviews and focus groups with judges, attorneys, physicians, insurers, organization leaders, and staff and led comparative research across states to inform a thorough SWOT analysis that shaped the strategic direction for the Division. Facilitated internal workshop sessions to align strategy, policy, process, and technology improvements, resulting in clear priorities and an actionable roadmap. Developed detailed project, transition, communication, and change management plans to guide implementation. Due to the effectiveness of the strategic planning process, the Division re-engaged GPS in November 2024 to support implementation efforts. Education and Certifications B.A. in Liberal Arts, Grand View University Strategic Leadership & Management Specialization, University of Illinois Leadership Certiflcation, Oregon State University Crucial Conversations Certiflcation, Crucial Learning (formerly VitalSmarts) Remainder of page left intentionally blank ATTACHMENT B: GPS Proposal 13 | Pa g e Hispanic/Latine Community Outreach Strategy At GPS, we are committed to ensuring that our work is accessible and inclusive for all communities, particularly those with linguistic diversity. To support this engagement, we are partnering with the Community Language Cooperative (CLC) to provide essential language and community engagement services that will support effective communication and outreach to Spanish-speaking and other linguistically diverse populations. CLC plays a critical role in breaking down language barriers and increasing engagement by providing professional interpretation and translation services. They work with highly skilled community interpreters and translators to support outreach efforts, ensuring that all community members have access to important meetings, focus groups, and events that impact them. This is not just a functional requirement but a priority to ensure that every voice, especially from underserved and marginalized communities, is heard and valued. CLC will be instrumental in ensuring that materials and communications are fully accessible. They will provide: • Bilingual interpretation for meetings, focus groups, and workshops. • Document translation to ensure that informational materials, reports, and updates are available in both English and Spanish. • Cultural competence, ensuring that all outreach efforts are sensitive to the needs of Spanish- speaking and culturally diverse communities. By partnering with CLC, we are also ensuring that: • All outreach efforts are culturally responsive and sensitive to the dynamics of the communities we engage with. • Materials and communications are clear, accessible, and actionable for all participants. We are fully committed to the process of creating an inclusive and participatory environment for all stakeholders, and our partnership with CLC will ensure that language is not a barrier to engagement. Together, we will continue to foster collaboration, inclusivity, and transparency in every phase of this project. Project Examples and References Government leaders with ambitions for transformational change often turn to GPS and our partners to help them engage stakeholders, understand needs, and curate solutions. On the following pages are six (6) relevant examples that demonstrate how our team accelerates impact for Colorado communities and a longer list is provided in the appendix. ATTACHMENT B: GPS Proposal 14 | Pa g e Eagle Valley Transportation Authority Tanya Allen, Core Transit Executive Director tanya.allen@coretransit.org September 2021 to February 2024 WR Communications worked directly with the eight local governments and business, nonproflt and community partners that were collaborating on the creation of a regional transportation authority to improve transit in the Eagle River valley of the county. Through this process, Bill Ray was able to interact with elected officials, local government staff and community leaders to help facilitate conversations on transportation improvements and then help develop outreach and communications to support the RTA’s creation and funding. As part of this role, Bill Ray made public presentations at local government hearings, nonproflt meetings, community events and other venues. This work—along with other projects for Eagle County and several municipalities and special districts located within the county—has allowed Bill Ray to have a strong understanding of the politics and issues in the county, as well as a strong relationships with key stakeholders across these communities. Department of Local Affairs: Division of Housing Organizational Assessment Alison George, Housing Director 1313 Sherman St., Room 320 Denver, CO 80203 alison.george@state.co.us 303-864-7818 July 2024 – January 2025 GPS worked closely with the Division of Housing to complete a Transformational Assessment. GPS reviewed the Division as a whole, through discussions with Division leadership, staff, partners, and stakeholders, as well as reviewing available information and data, to identify any opportunities to improve its structure, staffing, processes, and/ or policies to meet its mission and vision. This work was done through Office level workshops, interviews, focus groups and surveys. GPS then worked closely with DOLA and DOH leadership to provide recommendations on potential actions, prioritize among those options, and develop practical steps to implement improvements identifled. Pueblo Means Business Sabina Genesio, Pueblo County Manager 215 W. 10th Street, Pueblo, CO 81003 719-583-6617 genesios@pueblocounty.us October 2020 – June 2023 ATTACHMENT B: GPS Proposal 15 | Pa g e Pueblo County leaders sought to streamline building permitting and development processes, reducing delays, and promoting multifamily housing creation, business expansion, and job creation. Because of the multi-jurisdictional nature of development, leaders asked GPS to build a task force across Pueblo County, the City of Pueblo, the Pueblo Regional Building Department, the Pueblo West Metropolitan District, and over 40 other permitting entities. The effort was called Pueblo Means Business. GPS facilitated focus groups with external stakeholders, designed a public survey, analyzed the results, and developed a comprehensive key insights report highlighting critical issues and opportunities. GPS co-led meetings and workshops while preparing detailed status reports, communications, and training materials. The project successfully launched a one-stop virtual website and portal and established a physical one-stop shop serving City, County, and partner organizations. Pueblo Means Business was implemented, featuring a new website and permit portal (pueblomeansbusiness.com) as a centralized, one-stop resource for permitting needs. The project also established a physical business resource hub, uniting the organizations listed above in a collaborative service delivery model. GPS identifled staffing needs and designed comprehensive training modules to support successful and sustainable implementation. Ongoing advisory committee meetings continue to ensure the initiative's sustainability and guide future improvements. Northwest Colorado Council of Governments - Regional Assessment of Child Care Industry John Stavney, Executive Director P.O. Box 2308 , 249 Warren Avenue, Silverthorne, CO 80498 jstavney@nwccog.org 970 468-0295 September 2020- April 2021 High country leaders often focus on housing, transportation, economic development, community planning, health care, education, recreation and quality of life. Local leaders in the Northwest Colorado Council of Governments, including Eagle County, recognized that early childhood education and child care were critical focus areas in terms of needs and opportunities for comprehensively strengthening their communities. GPS facilitated multiple stakeholder groups, including policy makers, business leaders, early childhood industry leaders, and community members to gather input on high priority needs and gaps in the existing community early childhood systems. GPS performed in-depth research of local, state, national, and international innovations and better practices to develop a set of practical actions for the northwest region. GPS developed a report for the NWCCOG to be a tool and workbook for community leaders who may not be sure whether they or their organization has a role to play in the early childhood system or who may not understand why it should matter to them. Through this process, GPS and NWCCOG raised awareness around the current state of the system, including available services, changes in terms of capacity, and structural challenges facing the system (both COVID-related and longstanding) and the negative impacts on children, families, and businesses. ATTACHMENT B: GPS Proposal 16 | Pa g e Town Council of Erie, CO - Homeowner Confiict Resolution Workshops Melissa Wiley, Deputy Town Manager Holbrook Street, P.O. Box 750 Erie, CO 80516 mwiley@erieco.gov (303) 926-2700 October – December 2024 GPS facilitated a stakeholder roundtable with homeowner associations, local developers, Town Council members, and municipal staff to address confiicts arising from newly announced water tap fee increases in 2024. The GPS team also provided expert mediation support and strategic guidance and led a structured confiict resolution process, equipping Erie leaders with ground rules, facilitation exercises, and stakeholder management strategies to foster productive discussions and build consensus. Health Care Policy and Financing: Stakeholder Engagement for the New Maternity APM Kathleen Le, Primary Care Alternative Payment Methodology Rate Analyst 303 E 17th Avenue, Suite 1100 Denver, Colorado 80203 kathleen.le@state.co.us February 2025 - Present The Department is collaborating with KPMG to develop the model design for the new Maternity Alternative Payment Model and has engaged GPS to lead and manage stakeholder engagement efforts for the project. The primary objectives of this stakeholder engagement effort are to gather feedback on the initial model design, build stakeholder support throughout the development process, and ensure a smooth implementation upon the model’s launch. Stakeholder engagement is being done in both English and Spanish. The flrst phase of stakeholder engagement has been completed, with two additional rounds scheduled for Fall 2025 and Spring 2026. A summary report of the initial engagement phase will be released on June 30. Colorado Department of Public Health & Environment: Family Planning Collaborative Julie Heller, Health Services and Connections Branch Director 4300 Cherry Creek Drive South Denver, CO 80246 julie.heller@state.co.us June – December 2023 GPS supported CDPHE in achieving the objectives of the work outlined in SB 23-189 by conducting outreach as well as research, involving stakeholders, on top of supporting the formation of a collaborative to identify the fundamental reasons behind the current gaps in family planning care as well ATTACHMENT B: GPS Proposal 17 | Pa g e as the approaches that should be taken to close those gaps. During the course of the project, GPS interviewed 36 partners, completed 11 focus groups, and reviewed over 40 reports to inform the formation and prioritization process for the collaborative. The flnal report was delivered to the Colorado State Legislature in December 2023. Project Approach We propose a four-phase comprehensive approach to support this important effort. A graphic of the approach is shown below, followed by sections for each of the phases including a description of the activities, deliverables, and associated costs. Phase 1: Project Launch, Planning, and Ongoing Management Timeframe: July 2025 – November 2027 The Project Launch, Planning, and Ongoing Management phase will establish the structure and direction needed to ensure successful project execution. We will begin by identifying a Steering Committee to provide strategic oversight and a Core Internal Team to manage daily operations, creating clear roles, responsibilities, and accountability from the start. A Virtual Kickoff Meeting will align all stakeholders around the project’s scope, goals, and success criteria, setting a strong foundation for collaboration. ATTACHMENT B: GPS Proposal 18 | Pa g e Following kickoff, we will develop a Project Plan and Schedule that deflnes key milestones, dependencies, and timing, providing a shared roadmap to guide delivery and track progress. In parallel, we will create and maintain a Communications & Outreach Strategy to support consistent engagement, tailored messaging, and alignment across audiences. To maintain momentum, we will hold Monthly Check-ins with the Steering Committee to share updates, surface risks, and reinforce alignment. Meeting notes and action items will ensure transparency and follow-through. This phase establishes the leadership, structure, and communication rhythm essential for the project’s success and ensures we begin the next phase with clarity and confldence. Phase 2: Conduct MJHA Research & Develop Public Education Materials Timeframe: August 2025 – October 2025 This phase lays the foundation for informed engagement by combining targeted research with clear, accessible public education tools. GPS will begin with a focused review of existing Multi-Jurisdictional Housing Authorities (MJHAs) in Colorado, identifying best practices, governance models, funding strategies, and implementation lessons. Findings will be synthesized in an MJHA Case Studies Report, tailored to inform Eagle County’s path forward. In parallel, we will develop a suite of Public Education Materials to equip stakeholders with a shared understanding of the MJHA concept. These will be bilingual, visually engaging, and designed for use across in-person meetings and digital platforms. Key outputs will include: • A PowerPoint slide deck summarizing flndings • Fact sheets, FAQs, and handouts • Draft video and social media content for expanded reach We will also prepare digital engagement content for Housing Partners’ websites and social channels, tracking performance and adapting as needed to optimize impact. By the end of this phase, the project Activities Deliverables Establish the Leadership Structure and Kickoff • Project Plan and Schedule • Kickoff meeting materials and facilitation • Communication & Outreach Strategy • Steering Committee Agendas and Notes Develop a Communications & Outreach Strategy Conduct Monthly Check-ins with Steering Committee Subtotal $17,100 ATTACHMENT B: GPS Proposal 19 | Pa g e will be grounded in relevant insights and supported by clear, audience-speciflc materials, ready to launch into stakeholder outreach with credibility and clarity. Phase 3: Eagle County Direct Community Engagement Timeframe: November 2025 – September 2027 This phase forms the heart of the project; an extensive, iterative community engagement process designed to ensure the potential MJHA refiects the real needs, concerns, and aspirations of Eagle County residents and stakeholders. We will facilitate up to 60 meetings across municipalities, metro districts, community-based organizations, businesses, and resident groups. This outreach will follow our three-phase engagement model: • Elicitation: The flrst round will center on broad outreach and deep listening. We will create space for community members, especially those historically underrepresented, to voice priorities, concerns, and hopes in their own words. • Exploration: Next, we will synthesize what we’ve heard into clear themes and facilitate cross- stakeholder sessions to explore shared challenges, clarify tradeoffs, and test early ideas. This phase helps connect voices across geographies and interest areas. • Conflrmation: In the flnal round, we’ll return to stakeholder groups with draft MJHA concepts and recommendations to validate alignment, gather critical feedback, and reflne design elements. This ensures clarity, feasibility, and transparency heading into future phases. Throughout all phases, GPS will ensure inclusive access, including Spanish-language facilitation and translation, delivered in partnership with the Community Language Cooperative. We will also maintain comprehensive feedback logs and engagement records, allowing us to track themes over time and adapt the process as needed. These insights will be summarized through thematic memos and integrated into our flnal recommendations. Additionally, we will design and administer a bilingual community-wide survey to gather broader feedback aligned with engagement themes, and a statistically valid public poll to assess support for Activities Deliverables Research Existing MJHAs in Colorado and Synthesize Findings • MJHA Case Studies Report Develop Public Education Materials • PowerPoint Slide Deck • Public Education Materials (fiyers, fact sheets, FAQs) • Draft content for video/social media posts • Content for Digital Engagement Platforms Subtotal $19,950 ATTACHMENT B: GPS Proposal 20 | Pa g e key policy directions and funding strategies. This polling will help guide messaging and inform the next phase of MJHA development, including potential ballot initiatives. This phase is essential to ensure that the MJHA is not only technically sound, but community-backed, equity-informed, and politically viable. Phase 4: Final Report & Recommendation Timeframe: September 2027 – November 2027 This flnal phase will consolidate the full breadth of community input, research, and outreach into a clear, actionable set of recommendations for the MJHA. It ensures that the flnal direction is rooted in stakeholder priorities, grounded in data, and aligned with Housing Partner goals. We will begin by synthesizing flndings from all engagement phases: community meetings, surveys, polling, and thematic analysis to surface key areas of alignment, tension, and opportunity. These insights will be presented in a Draft Final Report, which will include: • A summary of engagement themes, concerns, and areas of support • Key design recommendations for the MJHA, backed by community input and data • Strategic considerations for implementation, messaging, and future action The draft report will be shared with the Housing Partners for review and feedback. GPS will revise and flnalize the document based on that input, ensuring the flnal deliverables refiect both community voices and partner priorities. This phase will conclude the project with a strong, well-supported foundation for moving the MJHA forward, aligned with the values and vision of Eagle County’s communities. Activities Deliverables Facilitate up to 60 meetings with Eagle County Community Stakeholders • Phase 1: Elicitation – Active Listening • Phase 2: Exploration – Thematic Synthesis • Phase 3: Conflrmation – Move Towards Consensus • Agendas and Facilitation Materials • Thematic Summary Memos by Engagement Phase Design Bilingual Community-Wide Survey Aligned with Themes from Meetings • Community survey instrument • Survey report with summary charts, stats and qualitative insights Administer Eagle County Public Polling • Polling Instrument • Poll Execution Plan • Final Polling Results Subtotal $138,225 ATTACHMENT B: GPS Proposal 21 | Pa g e Fee Estimate We are proposing an all-in budget of $180,975 for this engagement. Due to the extensive in-person facilitation and travel required, despite our local presence, we respectfully request an upfront allocation of $20,000 from the contingency budget to support early-stage meeting and coordination logistics. Detailed activities and timelines are described in the narrative and tables above. Local Staff Time and Resources Government Performance Solutions (GPS) recognizes that successful community engagement efforts, especially those as ambitious and inclusive as this one, require thoughtful coordination and a strong partnership between the consultant team and the Housing Partners. While GPS is fully prepared to lead and manage all aspects of this project, we anticipate that a collaborative effort with key local staff will be essential to ensure strategic alignment, stakeholder access, and operational efficiency. To support the success of this initiative, we respectfully recommend the following local staff resources and roles: • Project Liaison (Primary Point of Contact): A designated staff member from the Town of Avon or Eagle County to coordinate communication with the GPS team, assist with scheduling, provide feedback on materials, and facilitate access to internal resources as needed. • Communications and Outreach Support: Local staff who can assist in amplifying meeting notices, distributing digital content, and promoting public engagement through official channels such as websites, newsletters, social media, and existing stakeholder networks. • Subject Matter Contributors: Staff with institutional knowledge of past housing initiatives, statutory requirements, and funding strategies who can contribute to the development and reflnement of educational materials and public presentations. • Administrative Coordination: Light administrative support to aid with logistics such as reserving public meeting spaces, coordinating interpretation or translation services (as applicable), and managing calendars for elected or appointed officials. We also understand that the Housing Partners may choose to be actively involved in some meetings, particularly those involving elected officials or strategic community partners. GPS is committed to structuring the engagement process in a way that leverages local expertise without overburdening internal teams. Our goal is to serve as a true extension of your capacity, managing the heavy lift of planning and facilitation while inviting local staff to participate in targeted, high-value ways. Activities Deliverables Synthesize Data Across All Touch Points • Final Report • Presentation to Housing Partners Subtotal $5,700 ATTACHMENT B: GPS Proposal 22 | Pa g e By working collaboratively and intentionally, we believe we can create an engagement process that is seamless, strategic, and deeply rooted in local knowledge and leadership. Closing Statement Thank you for the opportunity to submit our proposal for the Eagle County Regional Housing Authority Research Project. GPS is honored to bring forward a local, experienced, and highly collaborative team that is deeply committed to meaningful community engagement and actionable outcomes. Our approach is grounded in trust, transparency, and partnership, and designed to elicit broad input, explore shared solutions, and conflrm a clear, community-supported path forward. We look forward to the opportunity to partner with you on this important effort and are confldent that, together, we can deliver a thoughtful and impactful foundation for Eagle County’s housing future. ATTACHMENT B: GPS Proposal 23 | Pa g e Appendix: Other Stakeholder Engagement Examples In addition to the examples identifled above, below is a list of relevant stakeholder engagement projects executed by GPS since 2017. WR Communications has led several relevant stakeholder engagements including: Client Project Title and Dates Colorado Department of Health Care Policy and Financing • Medicaid Member Experience Advisory Council—2018 • Maternity Bundle Design—2025 (underway) • Direct Care Workforce Collaborative--2021 • Alternative Payment Models 2 project—2020-2021 Eagle County/Eagle Valley Behavioral Health • Behavioral Health Current State Assessment—2018-2019 • Eagle Valley Behavioral Health Collaborative Business Planning—2019-2021 Colorado Blueprint to End Hunger • COVID Food Security—2020 • Colorado Food Systems Advisory Council—2022 Nantucket Community Foundation • Behavioral Health Current State Assessment—2021 Colorado Department of Public Safety • Dispatch Stakeholder Engagement and Planning—2024 Colorado Department of Labor and Employment • Unemployment Insurance Employer Audits Outreach—2017- 2018 • FAMLI Paid Family Medical Leave Task Force (tax-related)— 2019-2020 Colorado Department of Early Childhood • Workforce Accessibility Stakeholder Outreach—2019-2021 Colorado Department of Agriculture • Wild Hose Working Group—2023-2025 • Wolf Range Rider Playbook for Community Interactions— 2024 Client Project Title and Dates Eagle County • Polling research on the county’s strategic direction (2025) • Polling research on county’s senior services (2025) • EVTA RTA process (September 2021 to February 2024) • Polling research on wildlife policies (2022) • Support county’s communications during pandemic (2020-2021) • Tobacco tax (2019) • Open space tax renewal (2018) Eagle River Fire District • Sales tax support for ERFPD (2024) Town of Basalt • Multiple community engagement processes to support TABOR correction (2019), Basalt 2030 visioning process (2021) and Midland Avenue streetscape (2021). Town of Eagle • Quality of Life community engagement and survey (2024) Town of Gypsum • Gypsum Creek Recreation Center community engagement and survey ATTACHMENT B: GPS Proposal 970-748-4088 predmond@avon.org TO: Honorable Mayor Underwood and Council members FROM: Paul Redmond, Chief Finance Officer RE: Second Reading of Ordinance 25-14 DATE: August 1, 2025 SUMMARY: Council approved the first reading of Ordinance 25-14 (Attachment A) at the July 22, 2025 meeting. Ordinance 25-14 allows for the financing to acquire 15 Sun Road for the purpose of supporting public improvements and the related documents for certificate of participation financing of the Town to acquire the 15 Sun Road property for economic development purposes. The purchase price is $6,999,720, 2% less than the full listing price in recognition that the Town’s 2% real estate transfer tax does not apply to this transaction. The appraisal of the property came in at less than 1% of the purchase price. Under the Colorado Open Meetings Law, any appraisal received by the Town would become a public record upon acquisition of the Property. BACKGROUND: The Town of Avon and the Avon Downtown Development Authority (“DDA”) have approved the SUN ROAD Redevelopment Plan. The Plan serves as an introduction for potential investors, clearly outlining Avon’s objectives for revitalizing the area. Avon Station has seen dramatic growth with transit services (Pegasus, Bustang, Core Transit, etc.), and there is eventually a need to redirect these services to a larger transit hub closer to the interstate. LEASE: The current lease with Walgreens at 15 Sun Road generates annual rents of $410,592. Additionally, the lease allows the lessor to collect 2% of gross revenues, excluding food and prescription drug purchases, and 0.5% of gross revenues for prescription drug and food sales. The lease also permits the lessee to deduct property insurance and property taxes from the gross rents. In recent years, these deductions have been so substantial that they have negated any additional rental revenue beyond the standard rents. If the Town were to purchase this property, the approximate $77,000 in property taxes would be exempt, and the tenant would be charged a possessory interest. Staff anticipates this possessory interest to be $7,500 per year. Avon expects the annual rent to be approximately $500,000, as property taxes will no longer require payment. The lease includes an option to renew in 2037. FINANCIAL CONSIDERATIONS: A Certificate of Participation financing (the “COPs”) involves the Town leasing certain Town owned property to a trust bank (the “Trustee” – Bank of Oklahoma), under a Site Lease, and the Town then leases the same property back under the terms of a Lease. As consideration for the lease of the property from the Town to the Trustee, the Trustee will issue the COPs pursuant to the terms of an Indenture, will forward that money to the Town to acquire the property, and the Town will make annually appropriated lease payments to the Trustee to pay the purchasers of the COPs back. After reviewing the options, staff recommends a 20-year taxable COP with a 5-year call. For the first reading of Ordinance 25-14, the taxable interest rate was 6.12%. As of August 6, 2025, the interest rates dropped 24 basis points (0.24%) lower compared to rates at first reading on July 22nd. If the interest rates continue to hold at 5.88% this would allow the annual debt payments to remain at approximately $500,000 per year while reducing the amount of cash the Town would need to contribute towards the acquisition. Preliminary financing numbers for the Town’s taxable COPs are outlined below, including an overview of key financing statistics as well as a projected repayment schedule at today’s interest rates. These figures are designed to generate $5,575,000 of net proceeds to the Town with the expectation that $1,425,000 of cash will be contributed towards the acquisition, allowing the Town to keep its repayment cost at approximately $500,000 annually. Page 2 of 3 These updated financing statistics from Piper Sandler are based on the rates and a sizing of $5,575,000 are compared to the parameters included in the ordinance. The parameters establish maximum limits for the COP financing as to par amount, interest rate, call date and term length. The parameters assume no cash contribution is made, with a sizing of $7,000,000, and include an interest rate cushion of approximately 60 bps (0.60%). Page 3 of 3 Staff is working with Piper Sandler and Butler Snow to initiate the Town's COP financing process for the acquisition of 15 Sun Road. The following key documents will be used throughout the transaction: • Site Lease Agreement (Attachment B): This agreement allows the Town to lease the property at 15 Sun Road to a third-party entity. In return, the Town makes regular lease payments for the use of the building, forming the basis for the financing structure. • Lease Purchase Agreement (Attachment C): This document enables the Town to acquire ownership of 15 Sun Road over time through periodic lease payments. Once all payments are made, the Town will take full title to the property. • Trust Indenture (Attachment D): This agreement is entered into between the Town and a Trustee. The Trustee is responsible for collecting the lease payments from the Town and distributing them to COP holders (investors) in accordance with the financing terms. • Continuing Disclosure Undertaking (Attachment E): This agreement ensures ongoing transparency and accountability by requiring the Town to provide regular financial and operating information to the public and investors throughout the life of the financing. • Preliminary Official Statement (Attachment F): This is a disclosure document provided to potential investors prior to the sale of the COPs. It includes essential information about the project, the Town’s financial condition, and the terms of the financing to help investors make informed decisions. TIMELINE: Attached is the proposed timetable (Attachment G) outlining the next steps in the process. PROPOSED MOTION: “I move to approve second reading of Ordinance 25-14 authorizing the leasing of certain leased property to a Trustee subject to the parameters set forth in the Ordinance, including approval of the forms of a Site Lease Agreement, Lease Purchase Agreement, Continuing Disclosure Undertaking and Preliminary Official Statement, and other related documents.” Thank you, Paul ATTACHMENT A: Ordinance 25-14 Approving Financing 15 Sun Rd ATTACHMENT B: Form of Site Lease Agreement ATTACHMENT C: Form of Lease Purchase Agreement ATTACHMENT D: Form of Trust Indenture ATTACHMENT E: Form of Continuing Disclosure Undertaking ATTACHMENT F: Example Preliminary Official Statement (Town of Avon’s COP, Series 2016) ATTACHMENT G: Certificate of Participation Timeline Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 1 of 2 ORDINANCE NO. 25-14 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF AVON CONCERNING THE FINANCING OF THE ACQUISITION OF CERTAIN REAL PROPERTY FOR TOWN PURPOSES AND THE SUPPORTING PUBLIC IMPROVEMENTS NEEDED IN CONNECTION THEREWITH, AND APPROVING THE EXECUTION AND DELIVERY BY THE TOWN OF A SITE LEASE AGREEMENT, A LEASE PURCHASE AGREEMENT, AND RELATED DOCUMENTS. WHEREAS, the Town of Avon, Eagle County, Colorado (the “Town”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”); and WHEREAS, pursuant to Chapter XIV of the Charter, the Town is authorized to enter into one or more leases or lease-purchase agreements for land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the Town is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, for the functions and operations of the Town, the Town deems it necessary and in the best interest of the Town to acquire certain real property and the building located thereon in order to perpetuate economic growth, promote job creation, and generate new tax revenues for its citizens and the general public (the “Project”); and WHEREAS, the Town owns, or will own, in fee title, the Site and the premises, buildings and improvements located thereon (the “Leased Property”), as further described in the Site Lease and the Lease (hereinafter defined); and WHEREAS, the Town Council of the Town (the “Town Council”) has determined, and now hereby determines, that it is in the best interest of the Town and its inhabitants that the Town lease the Leased Property to a bank with trust powers to be named in the Sale Certificate as trustee (the “Trustee”) under an Indenture of Trust (as further described below) pursuant to a Site Lease between the Town, as lessor, and the Trustee, as lessee (the “Site Lease”), and lease back the Trustee’s interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement (the “Lease”) between the Trustee, as lessor, and the Town, as lessee; and WHEREAS, pursuant to the Lease, and subject to the right of the Town to terminate the Lease and other limitations as therein provided, the Town will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the Town to use the Leased Property; and Attachment A Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 2 of 2 WHEREAS, the Town’s obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the Town; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory, or Charter limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, contemporaneously with the execution and delivery of the Site Lease and the Lease, the Trustee will execute and deliver an Indenture of Trust (the “Indenture”), pursuant to which there will be executed and delivered certain certificates of participation (the “Certificates”) that shall evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease) under the Lease, shall be payable solely from the sources therein provided and as provided in the Indenture, and shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, the net proceeds of the Certificates will be used to finance the Project; and WHEREAS, there has also been presented to this meeting of the Town Council the form of Continuing Disclosure Certificate (the “CDU”); and WHEREAS, there will be executed and distributed in connection with the sale of the Certificates an Official Statement (the “Official Statement”) in substantially the form of the Preliminary Official Statement (the “Preliminary Official Statement”) relating to the Certificates as approved by the Finance Director of the Town; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S., as amended (the “Supplemental Act”), provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there has been presented to the Town Council and are on file with the Town Clerk of the Town (the “Town Clerk”) the following: (i) the proposed form of the Site Lease; (ii) the proposed form of the Lease; (iii) the proposed form of the Indenture; (iv) a form of Official Statement; and (v) the proposed form of continuing disclosure undertaking (the “CDU”), each of which is approved by this Ordinance with such changes as are approved by the Finance Director of the Town (the “Finance Director”) or the Town Manager of the Town (the “Town Manager”); and WHEREAS, capitalized terms used herein and not otherwise defined have the meanings set forth in the Lease; 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 Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 3 of 2 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: Section 1. Recitals Incorporated. The foregoing recitals are incorporated herein by reference and adopted as findings and determinations of the Town Council. Section 2. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town Council or the officers, agents or employees of the Town Council or the Town relating to the Site Lease, the Lease, the acquisition, construction, installation or improvement of the Project, and the execution and delivery of the Certificates is hereby ratified, approved and confirmed. Section 3. Finding of Best Interests. The Town Council hereby finds and determines, pursuant to the Constitution, the laws of the State, and the Charter, that undertaking the Town’s responsibilities under the PDSA and financing the Eligible Costs of the Catalyst Project Pre-Dev Scope pursuant to the terms set forth in the PDSA, the Site Lease, the Lease, and the Indenture are necessary, convenient, and in furtherance of the Town’s purposes and are in the best interests of the inhabitants of the Town, and the Town Council hereby authorizes and approves the same. Section 4. Authority to Finance Eligible Costs; Leased Property. The Town Council hereby finds and determines, pursuant to the Constitution, the laws of the State of Colorado and the Charter, that the acquisition, construction, and installation of the Project, and the financing of the costs thereof pursuant to the terms set forth in the Site Lease and the Lease are necessary, convenient, and in furtherance of the Town’s purposes and are in the best interests of the inhabitants of the Town and the Town Council hereby authorizes and approves the same. The delegation set forth in this Section 4 shall be effective for one year following the effective date of this Ordinance. Section 5. Supplemental Act; Parameters. The Town Council hereby elects to apply all of the provisions of the Supplemental Act to the Site Lease and the Lease and in connection therewith delegates to the Mayor of the Town (the “Mayor”), the Town Manager and the Finance Director the independent authority to make any determination delegable pursuant to Section 11-57-205 of the Supplemental Act, in relation to the Site Lease and the Lease, and to execute one or more sale certificates (each a “Sale Certificate”) setting forth such determinations, including without limitation, the term of the Site Lease, the term of the Lease, and the rental amount to be payable by the Town pursuant to the Lease, subject to the following parameters and restrictions: (a) the Site Lease Termination Date shall be no later than December 31, 2055; (b) the Lease Term shall end no later than December 31, 2045; (c) the aggregate principal amount of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $7,000,000; Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 4 of 2 (d) the Certificates shall be subject to optional redemption no later than December 1, 2030; (e) the purchase price of the Certificates shall not be less than 100% of the aggregate principal amount of the Certificates; and (f) the maximum net effective interest rate on the interest component of the Base Rentals relating to the Certificates shall not exceed 7.05%. Pursuant to Section 11-57-205 of the Supplemental Act, the Town Council hereby delegates to the Mayor, the Town Manager or the Finance Director the independent authority to sign a contract for the purchase of the Certificates or any other document needed to lock the interest rate and other financial terms in connection with the Certifications in order to carry out the purposes of this Ordinance. The Town Council hereby agrees and acknowledges that the proceeds of the Certificates will be used to finance the costs of the Project and to pay other costs of issuance. The delegation set forth in this Section 5 shall be effective for one year following the date hereof. Section 6. Approval of Documents. The Site Lease, the Lease, and the CDU, in substantially the forms presented to the Town Council and on file with the Town, are in all respects approved, authorized and confirmed, and the Mayor or Mayor Pro Tem of the Town is hereby authorized and directed for and on behalf of the Town to execute and deliver the Site Lease, the Lease, and the CDU in substantially the forms and with substantially the same contents as presented to the Town Council, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The execution of such documents by the Mayor shall be conclusive evidence of the approval by the Town Council of such documents in accordance with the terms hereof and thereof. Section 7. Approval of Official Statement. A Preliminary Official Statement and a final Official Statement, in substantially the form of the Official Statement relating to the 2016 Certificates of Participation, which such updates and revisions as hereafter approved by the Mayor, the Town Manager or the Finance Director, and as hereafter presented to the Town Council and on file with the Town, is in all respects approved and authorized. The Mayor is hereby authorized and directed, for and on behalf of the Town, to execute and deliver the final Official Statement in substantially the form and with substantially the same content as the Preliminary Official Statement, with such changes as may be approved by the Town Manager or the Finance Director. The distribution of the Preliminary Official Statement and the final Official Statement to all interested persons in connection with the sale of the Certificates is hereby ratified, approved and authorized. Section 8. Authorization to Execute Collateral Documents. The Town Clerk is hereby authorized and directed to attest all signatures and acts of any official of the Town in connection with the matters authorized by this Ordinance and to place the seal of the Town on any document authorized and approved by this Ordinance. The Mayor, the Town Clerk, the Town Manager, the Finance Director and other appropriate employees and officials of the Town are hereby authorized and directed to execute and deliver for and on behalf of the Town any and all additional certificates, Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 5 of 2 documents, instruments and other papers, and to perform all other acts that they deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized by this Ordinance. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by bond counsel prior to the execution of the documents. The execution of any document or instrument by the aforementioned officials or employees of the Town or members of the Town Council shall be conclusive evidence of the approval by the Town Council of such document or instrument in accordance with the terms hereof and thereof. The Mayor, the Town Clerk, the Town Manager, the Finance Director and all other employees and officials of the Town that are authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Ordinance (collectively, the “Authorized Documents”) are hereby authorized to execute Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. It is hereby determined that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 9. No General Obligation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, or the Certificates shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, statutory, or Charter provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall have no obligation to make any payment with respect to the Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. Neither the Lease nor the Certificates shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year, and shall not constitute or give rise to a general obligation or other indebtedness of the Town within the meaning of any constitutional, statutory, or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Site Lease, the Lease nor the Certificates shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town’s then current fiscal year. Section 10. Reasonableness of Rentals. The Town Council hereby determines and declares that the Base Rentals payable by the Town under the Lease, as calculated pursuant to the Lease, constitute the fair rental value of the Leased Property and do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property pursuant to the Lease. The Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 6 of 2 Town Council hereby determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. Section 11. No Recourse against Officers and Agents. Pursuant to Section 11-57-209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Certificates. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling the Certificates specifically waives any such recourse. Section 12. Repealer. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any such bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 13. Charter Controls. Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies between the provisions of this Ordinance and such statutes. Any such inconsistency is intended by the Town Council and shall be deemed made pursuant to the Charter. Section 14. Ordinance Irrepealable. After the Certificates are executed and delivered, this Ordinance shall be and remain irrepealable until the Certificates have been fully paid, satisfied and discharged, as provided in the Indenture. Section 15. 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 16. 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 17. 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. Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 7 of 2 The Town Council further determines that the Ordinance bears a rational relation to the proper legislative object sought to be obtained. Section 18. 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 19. Publication by Posting. The Town Clerk is ordered to publish this Ordinance in accordance with Chapter 1.16 of the Avon Municipal Code. [SIGNATURE PAGE FOLLOWS] Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 8 of 2 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED PUBLISHED IN FULL AND REFERRED TO PUBLIC HEARING, and setting such public hearing for August 12, 2025, at 5:30 p.m., at the Council Chambers of the Avon Municipal Building, located at 100 Mikaela, Avon, Colorado, on July 22, 2025. [SEAL] BY: ATTEST: ____________________________ ___________________________________ Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk INTRODUCED, FINALLY APPROVED, PASSED ON SECOND READING, AND ORDERED PUBLISHED IN FULL on August 12, 2025. [SEAL] BY: ATTEST: ____________________________ ___________________________________ Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk APPROVED AS TO FORM: ____________________________ Nina Williams, Town Attorney Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 9 of 2 STATE OF COLORADO ) ) COUNTY OF EAGLE ) SS. ) TOWN OF AVON ) I, Miguel Jauregui Casanueva, the Town Clerk of the Town of Avon, Colorado (the “Town”), do hereby certify: I, the duly elected, qualified, and acting Town Clerk of the Town of Avon, Colorado (the “Town”), do hereby certify that: The foregoing pages are a true, correct and complete copy of an ordinance (the “Ordinance”) that was introduced, approved on first reading and ordered published in full in accordance with the Town Charter (the “Charter”) by the Town Council at a regular meeting thereof held on July 22, 2025, and was introduced, approved on second and final reading, and ordered published in full in accordance with the Charter on August 12, 2025, which Ordinance has not been revoked, rescinded or repealed and is in full force and effect on the date hereof. The Ordinance was duly moved and seconded, and the Ordinance was approved on first reading, at the meeting of July 22, 2025, by an affirmative vote of a majority of the membership of the entire Town Council as follows: Councilmember Voting “Yes” Voting “No” Absent Abstaining Tamra Underwood Rich Carroll Chico Thuon Lindsay Hardy Ruth Stanley Gary Brooks Kevin Hyatt The Ordinance was duly moved and seconded, and the Ordinance was approved on second and final reading, at the meeting of August 12, 2025, by an affirmative vote of a majority of the membership of the entire Town Council as follows: Councilmember Voting “Yes” Voting “No” Absent Abstaining Tamra Underwood Rich Carroll Chico Thuon Lindsay Hardy Ruth Stanley Gary Brooks Kevin Hyatt Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 10 of 2 The members of the Town Council were present at such meetings and voted on the passage of such Ordinance as set forth above. The Ordinance was authenticated by the signature of the Mayor, sealed with the Town seal, attested by the Town Clerk, and recorded in the minutes of the Town Council. There are no bylaws, rules or regulations of the Town Council that might prohibit the adoption of the Ordinance. Notice of the meeting of July 22, 2025, the form attached hereto as Exhibit A was posted at the Town Hall, the Avon Recreation Center and the Avon Library not less than 24 hours prior to each meeting in accordance with law, which notice included the title of the ordinance only and the time, date and place of the public hearing for second reading, and notified that the full text of the ordinance is available for public inspection at Avon Town Hall during normal business hours and on the Town of Avon official website. Notice of the meeting of August 12, 2025, in the form attached hereto as Exhibit A, was given by posting notice at the Avon Town Hall, Avon Recreation Center and Avon Library, and publishing a notice in The Vail Daily, a newspaper of general circulation in the Town, which notice stated the title only of the ordinance and any penalty provisions and state that the full text of the ordinance is available for inspection at the Avon Town Hall during normal business hours and on the Town of Avon official website. On ________, 2025, the Ordinance was published by title only in the Vail Daily, a newspaper of general circulation in the Town, in accordance with the Charter and Chapter 1.16.010 of the Avon Municipal Code. Affidavit of publication is attached hereto as Exhibit B. Ord 25-14 Approving Financing of 15 Sun Rd July 22, 2025 - DRAFT Page 11 of 2 WITNESS my hand and the seal of the Town affixed on _______________, 2025. [ S E A L ] _____________________________________ Town Clerk A-1 EXHIBIT A (Attach Notices of Meetings of July 22, 2025 and August 12, 2025) A-1 EXHIBIT B (Affidavit of Publication) 94307844.v2 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Kimberley Crawford, Esq. Pursuant to Section 39-13-104(1)(j), Colorado Revised Statutes, this Site and Improvement Lease is exempt from the documentary fee. SITE LEASE AGREEMENT DATED AS OF SEPTEMBER [__], 2025 BETWEEN TOWN OF AVON, COLORADO AS LESSOR AND [TRUSTEE], SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSEE Attachment B 1 This SITE LEASE AGREEMENT, dated as of September [__], 2025 (this “Site Lease”), is by and between the TOWN OF AVON, COLORADO, a home rule municipality duly organized and validly existing under the Constitution and laws of the State of Colorado (the “Town”), as lessor, and [TRUSTEE], Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessee. PREFACE Unless the context otherwise requires, capitalized terms used herein shall have the meanings ascribed to them herein and in the Lease Purchase Agreement, dated as of September [__], 2025 (the “Lease”), between the Trustee, as lessor, and the Town, as lessee. RECITALS 1. The Town is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”). 2. Pursuant to Chapter XIV of the Charter, the Town is authorized to enter into one or more leases or lease-purchase agreements for land, buildings, equipment and other property for governmental or proprietary purposes. 3. The Town is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes. 4. The Town Council of the Town (the “Council”) has determined that it is in the best interests of the Town and its inhabitants and public interest and necessity to execute the Lease to finance the acquisition of certain real property for Town purposes, as authorized by law (the “Project”). 5. The Council has determined that it is in the best interests of the Town and its inhabitants to provide for the financing the Project by entering into this Site Lease and the Lease. 6. The Town owns, or will, contemporaneously with the execution and delivery hereof, own, in fee title, the Site (the “Site”) and the premises, buildings and improvements located thereon, (as more particularly described in Exhibit A attached hereto, the “Leased Property”). To accomplish the Project, the Trustee will acquire a leasehold interest in the Site by leasing the Site from the Town pursuant to this Site Lease and will lease the Site back to the Town pursuant to the Lease. 7. The Council has determined that it is in the best interest of the Town and its residents and inhabitants to provide for the financing of the Project by entering into this Site Lease and the Lease, and by leasing the Project from the Trustee pursuant to the terms of the Lease, and subleasing the Site from the Trustee pursuant to the Lease. 2 8. The Trustee and the Town intend that this Site Lease set forth their entire understanding and agreement regarding the terms and conditions upon which the Trustee is leasing the Leased Property from the Town. 9. Contemporaneously with the execution and delivery of this Site Lease and the Lease, the Trustee will execute and deliver an Indenture of Trust (the “Indenture”) pursuant to which there is expected to be executed and delivered certain certificates of participation (the “Certificates”) dated as of their date of delivery that shall evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease), shall be payable solely from the sources therein provided and shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 10. The proceeds of the Certificates will be utilized for the Project, as well as for the payment of the costs of execution and delivery of the Certificates. 11. The Town proposes to enter into this Site Lease with the Trustee as material consideration for the Trustee’s agreement to lease the Leased Property to the Town pursuant to the Lease. The Trustee shall prepay in full its rental payments due under this Site Lease which rental payments shall be used by the Town to effect the Project, all pursuant to this Site Lease, the Lease and the Indenture. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows; Section 1. Site Lease and Terms. The Town hereby demises and leases to the Trustee and the Trustee hereby leases from the Town, on the terms and conditions hereinafter set forth, the Leased Property, subject to Permitted Encumbrances as described in Exhibit B hereto. The term of this Site Lease shall commence on the date hereof and shall end on December 31, 20[__] (the “Site Lease Termination Date”), unless such term is sooner terminated as hereinafter provided. If, prior to the Site Lease Termination Date, the Trustee has transferred and conveyed the Trustee’s leasehold interest in all of the Leased Property pursuant to Article 12 of the Lease as a result of the Town’s payment of (a) the applicable Purchase Option Price thereunder; or (b) all Base Rentals and Additional Rentals, all as further provided in Section 12.2 of the Lease, then the term of this Site Lease shall end in connection with such transfer and conveyance. The term of any sublease of the Leased Property or any portion thereof, or any assignment of the Trustee’s interest in this Site Lease, pursuant to Section 5 hereof, the Lease and the Indenture, shall not extend beyond December 31, 20[__]. At the end of the term of this Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee, in and to the Leased Property, shall terminate. Upon such termination, the Trustee and any sublessee or assignee shall execute and deliver to the Town any necessary documents releasing, assigning, transferring and conveying the Trustee’s, sublessee’s or assignee’s respective interests in the Leased Property. Section 2. Rental. The Town acknowledges that the following constitutes full and adequate consideration for conveyance of the leasehold interest in the Site conveyed to the 3 Trustee pursuant to this Site Lease: (1) the Trustee has paid to the Town and the Town hereby acknowledges receipt from the Trustee the sum of $[____] and (2) there has been deposited to the Construction Fund $[_____] in order to finance the Leased Property Project, which will be leased to the Town pursuant to the Lease. The Leased Property Project has an estimated useful life of 50 years, which exceeds the maximum term of this Site Lease. Section 3. Purpose. The Trustee shall use the Leased Property solely for the purpose of leasing the Leased Property back to the Town pursuant to the Lease and for such purposes as may be incidental thereto; provided, that upon the occurrence of an Event of Nonappropriation or an Event of Lease Default and the termination of the Lease, the Town shall vacate the Leased Property, as provided in the Lease, and the Trustee may exercise the remedies provided in this Site Lease, the Lease and the Indenture. Section 4. Owner in Fee. The Town represents that (a) it is the owner in fee of the Leased Property, subject only to Permitted Encumbrances as described in Exhibit B hereto, and (b) the Permitted Encumbrances do not and shall not interfere in any material way with the Leased Property. The Trustee acknowledges that it is only obtaining a leasehold interest in the Leased Property and pursuant to this Site Lease. Section 5. Sales, Assignments and Subleases. Unless an Event of Nonappropriation or an Event of Lease Default shall have occurred and except as may otherwise be provided in the Lease, the Trustee may not sell or assign its rights and interests under this Site Lease or sublet all or any portion of the Leased Property, without the written consent of the Town. In the event that (a) the Lease is terminated for any reason and (b) this Site Lease is not terminated, the Trustee may sublease the Leased Property or any portion thereof, or sell or assign the Trustee’s leasehold interests in this Site Lease, pursuant to the terms of the Lease and the Indenture, and any purchasers from or sublessees or assignees of the Trustee may sell or assign its respective interests in the Leased Property, subject to the terms of this Site Lease, the Lease and the Indenture. The Town and the Trustee (or any purchasers from or assignees or sublessees of the Trustee) agree that, except as permitted by this Site Lease, the Lease and the Indenture and except for Permitted Encumbrances (including purchase options under the Lease), neither the Town, the Trustee, nor any purchasers from or sublessees or assignees of the Trustee will sell, mortgage or encumber the Leased Property or any portion thereof during the term of this Site Lease. The Trustee and any other person who has the right to use the Leased Property under this Site Lease, at its own expense, may install equipment and other personal property in or on any portion of the Leased Property unless it is permanently affixed to the Leased Property or removal of it would materially damage the Leased Property, in which case it will become part of the Leased Property. Section 6. Right of Entry. The Town reserves the right, so long as no Event of Nonappropriation or Event of Lease Default shall have occurred, for any of its duly authorized representatives to enter upon the Leased Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. 4 Section 7. Termination. The Trustee agrees, upon the termination of this Site Lease, to quit and surrender all of the Leased Property, and agrees that any permanent improvements and structures existing upon the Leased Property at the time of the termination of this Site Lease shall remain thereon. Section 8. Default. In the event the Trustee shall be in default in the performance of any obligation on its part to be performed under the terms of this Site Lease, which default continues for 30 days following notice and demand for correction thereof to the Trustee, the Town may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Lease shall be deemed to occur as a result thereof and that so long as any Certificates are Outstanding and unpaid under the Indenture, the Base Rentals due under the Lease shall continue to be paid to the Trustee except as otherwise provided in the Lease. In addition, so long as any of the Certificates are Outstanding, this Site Lease shall not be terminated except as described in Section 1 hereof. Section 9. Quiet Enjoyment and Acknowledgment of Ownership. The Trustee at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy the Leased Property, subject to the provisions of the Lease and the Indenture, and the Town hereby acknowledges that the Trustee shall have a leasehold interest in all improvements or additions to be built on the Leased Property subject to this Site Lease, the Lease and the Indenture. Section 10. Trustee’s Disclaimer. It is expressly understood and agreed that (a) this Site Lease is executed by [TRUSTEE] solely in its capacity as Trustee under the Indenture, and (b)nothing herein shall be construed as creating any liability on [TRUSTEE] other than in itscapacity as Trustee under the Indenture. All financial obligations of the Trustee under this Site Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 11. Taxes; Maintenance; Insurance. During the Lease Term of the Lease and in accordance with the provisions of the Lease, including Sections 9.1 and 9.3 thereof, the Town covenants and agrees to pay any and all taxes, assessments or governmental charges due in respect of the Leased Property and all maintenance costs and utility charges in connection with the Leased Property. In the event that (a) the Lease is terminated for any reason, (b) this Site Lease is not terminated, and (c) the Trustee subleases all or any portion of the Leased Property or sells or assigns its interests in this Site Lease, the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from this Site Lease) shall pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. Any such payments that are to be made by the Trustee shall be made solely from (a) the proceeds of such sale, subleasing or assignment, (b) from the Trust Estate, or (c) from other moneys furnished to the Trustee under Section 8.02(m) of the Indenture, and in the absence of available moneys identified in the preceding clauses (a) through (c), the Trustee shall be under no obligation to pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. The provisions of the Lease shall govern with respect to the maintenance of insurance hereunder during the Lease Term of the Lease. In the event that (a) the Lease is terminated for 5 any reason, (b) this Site Lease is not terminated, and (c) the Trustee subleases all or any portion of the Leased Property or sells or assigns its interest in this Site Lease, the Trustee, or any sublessee, purchaser or assignee of the Leased Property shall obtain and keep in force, (i) commercial general liability insurance against claims for personal injury, death or damage to property of others occurring on or in the Leased Property in an amount not less than $990,000 and (ii) property insurance in an amount not less than the full replacement value of the Leased Property. Any such insurance that is to be obtained by the Trustee shall be paid for solely from (a) the proceeds of such subleasing, sale or assignment, (b) from the Trust Estate, or (c) from moneys furnished to the Trustee under Section 8.02(m) of the Indenture and in the absence ofavailable moneys identified in the preceding clauses (a) through (c), the Trustee shall be underno obligation to obtain or keep in force such insurance coverages. All such insurance shall namethe Trustee, any sublessee, purchaser or assignee and the Town as insured. The Town and the Trustee shall waive any rights of subrogation with respect to the Trustee, any sublessee, purchaser or assignee, and the Town, and their members, directors, officers, agents andemployees, while acting within the scope of their employment and each such insurance policyshall contain such a waiver of subrogation by the issuer of such policy. Nothing in the preceding paragraphs or in this Site Lease shall be interpreted or construed to require the Trustee to sublease all or any portion of the Leased Property or sell or assign its interests in this Site Lease, in the event that the Lease is terminated for any reason and this Site Lease is not terminated. Section 12. Damage, Destruction or Condemnation. The provisions of the Lease shall govern with respect to any damage, destruction or condemnation of the Leased Property during the Lease Term of the Lease. In the event that (a) the Lease is terminated for any reason and (b) this Site Lease is not terminated, and either (i) the Leased Property or any portion thereof is damaged or destroyed, in whole or in part, by fire or other casualty, or (ii) title to or use of the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain, the Town and the Trustee, or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause the Net Proceeds of any insurance claim or condemnation award to be applied in accordance with the provisions of Article 10 of the Lease. Section 13. Hazardous Substances. Except for customary materials necessary for operation, cleaning and maintenance of the Leased Property, none of the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without prior written notice to the Town and the Trustee and all Hazardous Substances, including customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept on or about the Leased Property, provided unless the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility under this Section to monitor or investigate whether the Lease Property complies with environmental laws or is subject to any Hazardous Substance. If the presence of Hazardous Substance on the Leased Property caused or permitted by the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in contamination of the Leased Property, or if contamination 6 of the Leased Property by Hazardous Substance otherwise occurs for which the Town, the Trustee or any sublessee or assignee of the Leased Property, as the case may be, is legally liable for damage resulting therefrom, then the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties hereto or assignees hereof that have not caused or permitted such contamination and are not so legally liable with respect to this Site Lease from claims for damages, penalties, fines, costs, liabilities or losses; provided that the cost of such defense, (a) in the case of the Trustee, shall be payable solely from the Trust Estate, or (b) in the case of the Town, shall be payable only if the cost of such defense has been annually appropriated by the Town. This duty to reimburse legal expenses is not an indemnification. It is expressly understood that none of the Town, the Trustee or any sublessee, purchaser or assignee is indemnifying any other person with respect to this Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property caused or permitted by: (a) the Trustee after the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in any contamination of the Leased Property, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall provide prior written notice to the Town and the Trustee and promptly take all actions, solely at the expense of the Trust Estate as are necessary to effect remediation of the contamination in accordance with legal requirements; or (b) the Town, results in any contamination of the Leased Property, the Town shall provide prior written notice to the Trustee and promptly take all actions, solely at the expense of the Town, which expenses shall constitute Additional Rentals, as are necessary to effect remediation of the contamination in accordance with legal requirements. Section 14. Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Site Lease and enforcement of the terms and conditions of this Site Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the Town, as Lessor, and the Trustee, as Lessee, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in this Site Lease shall give or allow any such claim or right of action by any other or third person on this Site Lease. It is the express intention of the Town and the Trustee that any person other than the Town, the Trustee or the Owners of the Certificates receiving services or benefits under this Site Lease shall be deemed to be an incidental beneficiary only. Section 15. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law. 7 Section 16. No Merger. The Town and the Trustee intend that the legal doctrine of merger shall have no application to this Site Lease and that neither the execution and delivery of the Lease by the Trustee and the Town nor the exercise of any remedies under this Site Lease or the Lease shall operate to terminate or extinguish this Site Lease or the Lease, except as specifically provided herein and therein. Section 17. Amendments. This Site Lease may only be amended, changed, modified or altered as provided in the Indenture. Section 18. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed shall be made by United States registered mail, return receipt requested, postage prepaid, at the addresses indicated in the Lease, or to such other addresses as the respective parties may from time to time designate in writing, or in such other manner as authorized by the Town or the Trustee, as the case may be. Section 19. Recitals. The Recitals set forth in this Site Lease are hereby incorporated by this reference and made a part of this Site Lease. Section 20. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease. Section 21. Execution. This Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same Site Lease. Section 22. Governing Law. This Site Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 23. No Waiver of Governmental Immunity. No provision of this Site Lease shall act or be deemed to be a waiver by the Town of the Colorado Governmental Immunity Act, CRS 24-10-101,et seq. Section 24. Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 8 IN WITNESS WHEREOF, the Town and the Trustee have caused this Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. TOWN OF AVON, COLORADO, as Lessor [TRUSTEE], solely in its capacity as Trustee under the Indenture, as Lessee By: By: Tamra Underwood, Mayor [_____], Vice President [SEAL] ATTEST: ____________________________________ Miguel Jauregui Casanueva, Town Clerk 9 STATE OF COLORADO ) ) COUNTY OF EAGLE ) SS. ) TOWN OF AVON ) The foregoing instrument was acknowledged before me this ___ day of ___________, 2016, by Tamra Underwood and Miguel Jauregui Casanueva,, as Mayor and Town Clerk, respectively, of Town of Avon, Colorado. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public My commission expires: ************************ STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER) The foregoing instrument was acknowledged before me this _____ day of ___________, 2016, by [______], as Vice President of [TRUSTEE], as Trustee. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public My commission expires: A-1 EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY: The Leased Property consists of the real property and the buildings and improvements located thereon as set forth below, as amended from time to time. Site: Address: Description of Project: B-1 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) this Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions and exceptions which the Mayor or the Town Representative certifies will not materially interfere with or materially impair the Leased Property, including rights or privileges in the nature of easements, licenses, permits and agreements as provided in the Lease; and (d) the easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to this Site Lease, as shown below and which do not interfere in any material way with the Leased Property. The easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to this Site Lease are as follows: 1. Liens for ad valorem taxes and special assessments not then delinquent, if applicable. 2. This Site Lease. 3. The Lease. 4. All other encumbrances appearing of record on the date hereof. 94318155.v1 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Kimberley Crawford, Esq. Pursuant to Section 39-13-104(1)(j), Colorado Revised Statutes, this Lease Purchase Agreement is exempt from the documentary fee LEASE PURCHASE AGREEMENT DATED AS OF [_________], 2025 BETWEEN [TRUSTEE], SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE IDENTIFIED HEREIN, AS LESSOR AND TOWN OF AVON, COLORADO, AS LESSEE Attachment C i This Table of Contents is not a part of this Lease and is only for convenience of reference. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ........................................................................................................... 3 Section 1.1 Certain Funds and Accounts. .............................................................................. 3 Section 1.2 Definitions........................................................................................................... 3 ARTICLE 2 REPRESENTATIONS AND COVENANTS ............................................................ 8 Section 2.1 Representations and Covenants of the Town. ..................................................... 8 Section 2.2 Representations and Covenants of the Trustee. .................................................. 9 Section 2.3 Nature of Lease. ................................................................................................ 10 Section 2.4 Town Acknowledgment of Certain Matters. .................................................... 10 Section 2.5 Relationship of Town and Trustee. ................................................................... 10 ARTICLE 3 LEASE OF THE LEASED PROPERTY ................................................................ 12 ARTICLE 4 LEASE TERM ......................................................................................................... 13 Section 4.1 Duration of Lease Term. ................................................................................... 13 Section 4.2 Termination of Lease Term. ............................................................................. 14 ARTICLE 5 ENJOYMENT OF THE LEASED PROPERTY ..................................................... 15 Section 5.1 Trustee’s Covenant of Quiet Enjoyment........................................................... 15 Section 5.2 Town’s Need for the Leased Property; Determinations as to Fair Value and Fair Purchase Price. .................................................................................................. 15 ARTICLE 6 PAYMENTS BY THE TOWN ................................................................................ 16 Section 6.1 Payments to Constitute Currently Budgeted Expenditures of the Town. ......... 16 Section 6.2 Base Rentals, Purchase Option Price and Additional Rentals. ......................... 16 Section 6.3 Manner of Payment. .......................................................................................... 17 Section 6.4 Nonappropriation. ............................................................................................. 18 Section 6.5 Holdover Tenant. .............................................................................................. 19 Section 6.6 Prohibition of Adverse Budget or Appropriation Modifications. ..................... 20 ARTICLE 7 SITE LEASE; TITLE INSURANCE ....................................................................... 21 Section 7.1 Site Lease. ......................................................................................................... 21 Section 7.2 Title Insurance. ................................................................................................. 21 ARTICLE 8 TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES ...... 22 Section 8.1 Title to the Leased Property. ............................................................................. 22 Section 8.2 No Encumbrance, Mortgage or Pledge of the Leased Property........................ 22 ii ARTICLE 9 MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES ................. 23 Section 9.1 Maintenance of the Leased Property by the Town. .......................................... 23 Section 9.2 Modification of the Leased Property; Installation of Furnishings and Machinery of the Town. ...................................................................................................... 23 Section 9.3 Taxes, Other Governmental Charges and Utility Charges................................ 23 Section 9.4 Provisions For Liability and Property Insurance. ............................................. 24 Section 9.5 Advances. .......................................................................................................... 25 Section 9.6 Granting of Easements. ..................................................................................... 25 ARTICLE 10 DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS .................................................................................................................................. 26 Section 10.1 Damage, Destruction and Condemnation. ........................................................ 26 Section 10.2 Obligation to Repair and Replace the Leased Property. ................................... 26 Section 10.3 Insufficiency of Net Proceeds. .......................................................................... 27 Section 10.4 Cooperation of the Trustee................................................................................ 28 ARTICLE 11 DISCLAIMER OF WARRANTIES; OTHER COVENANTS ............................. 29 Section 11.1 Disclaimer of Warranties. ................................................................................. 29 Section 11.2 Further Assurances and Corrective Instruments. .............................................. 29 Section 11.3 Compliance with Requirements. ....................................................................... 29 Section 11.4 Release and Substitution of Leased Property.................................................... 29 Section 11.5 Reserved. ........................................................................................................... 30 Section 11.6 Undertaking to Provide Ongoing Disclosure. ................................................... 30 Section 11.7 Covenant to Reimburse Legal Expenses. .......................................................... 30 Section 11.8 Access to the Leased Property; Rights to Inspect Books. ................................. 31 ARTICLE 12 PURCHASE OPTION ........................................................................................... 32 Section 12.1 Purchase Option. ............................................................................................... 32 Section 12.2 Conditions for Purchase Option. ....................................................................... 32 Section 12.3 Manner of Conveyance. .................................................................................... 32 ARTICLE 13 ASSIGNMENT AND SUBLEASING .................................................................. 34 Section 13.1 Assignment by the Trustee; Replacement of the Trustee. ................................ 34 Section 13.2 Assignment and Subleasing by the Town. ........................................................ 34 ARTICLE 14 EVENTS OF LEASE DEFAULT AND REMEDIES ........................................... 35 Section 14.1 Events of Lease Default Defined. ..................................................................... 35 Section 14.2 Remedies on Default. ........................................................................................ 35 Section 14.3 Limitations on Remedies. ................................................................................. 36 Section 14.4 No Remedy Exclusive....................................................................................... 37 Section 14.5 Waivers. ............................................................................................................ 37 Section 14.6 Agreement to Pay Attorneys’ Fees and Expenses. ........................................... 37 iii Section 14.7 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. 37 ARTICLE 15 MISCELLANEOUS .............................................................................................. 38 Section 15.1 Sovereign Powers of Town. .............................................................................. 38 Section 15.2 Notices. ............................................................................................................. 38 Section 15.3 Third Party Beneficiaries. ................................................................................. 38 Section 15.4 Binding Effect. .................................................................................................. 38 Section 15.5 Amendments. .................................................................................................... 38 Section 15.6 Amounts Remaining in Funds. ......................................................................... 38 Section 15.7 Triple Net Lease. ............................................................................................... 39 Section 15.8 Computation of Time. ....................................................................................... 39 Section 15.9 Payments Due on Holidays. .............................................................................. 39 Section 15.10 Severability. ...................................................................................................... 39 Section 15.11 Execution in Counterparts................................................................................. 39 Section 15.12 Applicable Law. ................................................................................................ 39 Section 15.13 The Trustee Is Independent of the Town. ......................................................... 39 Section 15.14 Governmental Immunity. .................................................................................. 40 Section 15.15 Recitals. ............................................................................................................. 40 Section 15.16 Captions. ........................................................................................................... 40 Section 15.17 Trustee’s Disclaimer. ........................................................................................ 40 Section 15.18 Electronic Transactions. .................................................................................... 40 EXHIBIT A: DESCRIPTION OF LEASED PROPERTY A-1 EXHIBIT B: PERMITTED ENCUMBRANCES .....................................................................B-1 EXHIBIT C: BASE RENTALS SCHEDULE ..........................................................................C-1 EXHIBIT D: FORM OF NOTICE OF LEASE RENEWAL ................................................... D-1 1 This LEASE PURCHASE AGREEMENT, dated as of [_________], 2025 (this “Lease”), is by and between [TRUSTEE], a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the Town of Avon, Colorado, a Colorado home rule municipality (the “Town”), as lessee. PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of this Lease. RECITALS 1. The Town is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the Town (the “Charter”). 2. Pursuant to Chapter XIV of the Charter, the Town is authorized to enter into one or more leases or lease-purchase agreements for land, buildings, equipment and other property for governmental or proprietary purposes. 3. The Town is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes. 4. For the functions and operations of the Town, the Town deems it necessary and in the best interest of the Town to acquire certain real property and the building located thereon in order to perpetuate economic growth, promote job creation, and generate new tax revenues for its citizens and the general public (the “Project”); The Council has determined that it is in the best interest of the Town and its inhabitants to provide for the financing of the Project by entering into the Site Lease and this Lease. 5. The Town owns, or will own, in fee title, the Site and the premises, buildings and improvements located thereon (the “Leased Property”), as further described in the Site Lease and the Lease (hereinafter defined). 6. The payment by the Town of Base Rentals and Additional Rentals hereunder in any future Fiscal Year is subject to specific Appropriations and the renewal by the Council of this Lease for such future Fiscal Year. The Base Rentals and Additional Rentals payable by the Town under this Lease shall constitute current expenditures of the Town. 7. The Town Council of the Town (the “Town Council”) has determined, and now hereby determines, that it is in the best interest of the Town and its inhabitants that the Town lease the Leased Property to a bank with trust powers to be named in the Sale Certificate as trustee (the “Trustee”) under an Indenture of Trust (as further described below) pursuant to a Site Lease between the Town, as lessor, and the Trustee, as lessee (the “Site Lease”), and lease 2 back the Trustee’s interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement (the “Lease”) between the Trustee, as lessor, and the Town, as lessee 8. Neither this Lease nor the payment by the Town of Base Rentals or Additional Rentals hereunder shall be deemed or construed as creating an indebtedness of the Town within the meaning of any provision of the Colorado constitution, the Charter or the laws of the State of Colorado concerning or limiting the creation of indebtedness by the Town, and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the Town within the meaning of Article X, Section 20(4) of the Colorado constitution or a mandatory charge or requirement against the Town in any ensuing Fiscal Year beyond the then current Fiscal Year. The obligation of the Town to pay Base Rentals and Additional Rentals hereunder shall be from year to year only, shall constitute currently budgeted expenditures of the Town, shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a mandatory payment obligation of the Town in any ensuing Fiscal Year beyond any Fiscal Year during which this Lease shall be in effect. In the event that this Lease is not renewed, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property. 9. Contemporaneously with the execution and delivery of the Site Lease and the Lease, the Trustee will execute and deliver an Indenture of Trust (the “Indenture”), pursuant to which there will be executed and delivered certain certificates of participation (the “Certificates”) that shall evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease) under the Lease, shall be payable solely from the sources therein provided and as provided in the Indenture, and shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect 10. The Trustee is executing this Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for therein. 11. The Trustee and the Town intend that this Lease set forth their entire understanding and agreement regarding the terms and conditions upon which the Town is leasing the Leased Property from the Trustee. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the Trustee and the Town agree as follows: 3 ARTICLE 1 DEFINITIONS Section 1.1 Certain Funds and Accounts. All references herein to any funds and accounts shall mean the funds and accounts so designated which are established under the Indenture. Section 1.2 Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture, unless the context otherwise requires. Capitalized terms used herein shall have the following meanings under this Lease: “Additional Certificates” means Additional Certificates which may be executed and delivered pursuant to the Indenture. “Additional Rentals” means the payment or cost of all: (a) (i) reasonable expenses and fees of the Trustee related to the performance or discharge of its responsibilities under the provisions of this Lease, the Site Lease or the Indenture, including the expenses of the Trustee in respect of any policy of insurance obtained in respect of the Certificates executed and delivered with respect to this Lease, (ii) the cost of insurance premiums and insurance deductible amounts under any insurance policy reasonably deemed necessary by the Trustee to protect the Trustee from any liability under this Lease, approved by the Town Representative, which approval shall not be unreasonably withheld, (iii) reasonable legal fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from and against any legal claims, and (iv) reasonable expenses and fees of the Trustee incurred at the request of the Town Representative; (b) taxes, assessments, insurance premiums, utility charges, maintenance, upkeep, repair and replacement with respect to the Leased Property and as otherwise required under this Lease; and (c) all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the Town shall fail to pay the same, as specifically set forth in this Lease) which the Town agrees to assume or pay as Additional Rentals under this Lease. Additional Rentals shall not include Base Rentals. “Appropriation” means the action of the Council in annually making moneys available for all payments due under this Lease, including the payment of Base Rentals and Additional Rentals. “Base Rentals” means the rental payments payable by the Town during the Lease Term, which constitute payments payable by the Town for and in consideration of the right to possess and use the Leased Property as set forth in Exhibit C (Base Rentals Schedule) hereto. Base Rentals does not include Additional Rentals. 4 “Base Rentals Payment Dates” means the Base Rentals Payment Dates set forth in Exhibit C (Base Rentals Schedule) hereto. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Certificates” means the “Taxable Certificates of Participation, Series 2025, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of [_________], 2025, between [TRUSTEE], solely in its capacity as trustee under the Indenture, as lessor, and the Town of Avon, Colorado, as lessee” dated as of their date of delivery, executed and delivered pursuant to the Indenture. “Charter” means the home rule charter of the Town, and any amendments or supplements thereto. “Continuing Disclosure Certificate” means the certificate executed by the Town of even date herewith which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the Securities and Exchange Commission. “Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the Site Lease and this Lease and related to the authorization, sale, execution and delivery of the Certificates, as further defined in the Indenture. “Council” means the Town Council of the Town or any successor to its functions. “Counsel” means an attorney at law or law firm (who may be counsel for the Trustee) who is satisfactory to the Town. “CRS” means Colorado Revised Statutes. “Event(s) of Lease Default” means any event as defined in Section 14.1 of this Lease. “Event of Nonappropriation” means the termination and non-renewal of this Lease by the Town, determined by the Council’s failure, for any reason, to appropriate by the last day of each Fiscal Year, (a) sufficient amounts to be used to pay Base Rentals due in the next Fiscal Year and (b) sufficient amounts to pay such Additional Rentals as are estimated to become due in the next Fiscal Year, as provided in Section 6.4 of this Lease. An Event of Nonappropriation may also occur under certain circumstances described in Section 9.3(c) of this Lease. The term also means a notice under this Lease of the Town’s intention to not renew and therefore terminate this Lease or an event described in this Lease relating to the exercise by the Town of its right to not appropriate amounts due as Additional Rentals in excess of the amounts for which an Appropriation has been previously effected. “Finance Director” means the Finance Director of the Town or his or her successor in functions, if any. 5 “Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar year and ends on December 31 of the same calendar year, or any other twelve month period which the Town or other appropriate authority hereafter may establish as the Town’s fiscal year. “Force Majeure” means, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America, the State of Colorado or any of their departments, agencies or officials or any civil or military authority; insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accidents to machinery, transmission pipes or canals; or any other cause or event not within the control of the Town in its capacity as lessee hereunder or the Trustee. “Hazardous Substance” means and includes: (a) the terms “hazardous substance,” “release” and “removal” which, as used herein, shall have the same meaning and definition as set forth in paragraphs (14), (22) and (23), respectively, of Title 42 U.S.C. §9601 and in Colorado law, provided, however, that the term “hazardous substance” as used herein shall also include “hazardous waste” as defined in paragraph (5) of 42 U.S.C. §6903 and “petroleum” as defined in paragraph (8) of 42 U.S.C. §6991; (b) the term “superfund” as used herein means the Comprehensive Environmental Response, Compensation and Liability Act, as amended, being Title 42 U.S.C. §9601 et seq., as amended, and any similar State of Colorado statute or local ordinance applicable to the Leased Property, including, without limitation, Colorado rules and regulations promulgated, administered and enforced by any governmental agency or authority pursuant thereto; and (c) the term “underground storage tank” as used herein shall have the same meaning and definition as set forth in paragraph (1) of 42 U.S.C. §6991. “Indenture” means the Indenture of Trust, dated as of [_________], 2025, entered into by the Trustee, as the same may be amended or supplemented. “Initial Term” means the period which commences on the date of delivery of this Lease and terminates on December 31, 2025. “Interest Portion” means the portion of each Base Rentals payment that represents the payment of interest set forth in Exhibit C (Base Rentals Schedule) hereto. “Lease” means this Lease Purchase Agreement, dated as of [_________], 2025, between the Trustee, as lessor, and the Town, as lessee, as the same may hereafter be amended. “Lease Remedy” or “Lease Remedies” means any or all remedial steps provided in this Lease whenever an Event of Lease Default or an Event of Nonappropriation has happened and is continuing, which may be exercised by the Trustee as provided in this Lease and in the Indenture. “Lease Term” means the Initial Term and any Renewal Terms as to which the Town may exercise its option to renew this Lease by effecting an Appropriation of funds for the payment of Base Rentals and Additional Rentals hereunder, as provided in and subject to the provisions of this Lease. “Lease Term” refers to the time during which the Town is the lessee of the Leased Property under this Lease. 6 “Leased Property” means the Site and the premises, buildings and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to this Lease, together with any and all additions and modifications thereto and replacements thereof, including, without limitation, the easements, rights of way, covenants and other rights set forth in the documents listed on Exhibit B attached thereto, and any New Facility. “Net Proceeds” means the proceeds of any performance or payment bond, or proceeds of insurance, including self-insurance, required by this Lease or proceeds from any condemnation award, or proceeds derived from the exercise of any Lease Remedy or otherwise following termination of this Lease by reason of an Event of Nonappropriation or an Event of Lease Default, allocable to the Leased Property, less (a) all related expenses (including, without limitation, attorney’s fees and costs) incurred in the collection of such proceeds or award; and (b) all other related fees, expenses and payments due to the Town and the Trustee. “New Facility” means any real property, buildings or equipment leased by the Town to the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant to a future amendment to this Lease in connection with the execution and delivery of Additional Certificates. “Owners” means the registered owners of any Certificates and Beneficial Owners. “Permitted Encumbrances” with respect to the Leased Property, means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of this Lease; (b) the Site Lease, this Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Site Lease, this Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions and exceptions which the Town Representative certifies will not materially interfere with or materially impair the Leased Property, including rights or privileges in the nature of easements, licenses, permits and agreements as provided in this Lease; (d) any sublease of the Leased Property that are permitted pursuant to the terms and provisions of Section 13.2 hereof; and (e) the easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to the Site Lease, as shown on Exhibit B hereto and which the Town Representative certifies do not and will not interfere in any material way with the intended use of the Leased Property. “Prepayment” means any amount paid by the Town pursuant to the provisions of this Lease as a prepayment of the Base Rentals due hereunder. “Principal Portion” means the portion of each Base Rentals payment that represents the payment of principal set forth in Exhibit C (Base Rentals Schedule) hereto. “Project” means, to the extent financed with the proceeds of the Certificates, the acquisition of certain real property and any improvements located thereon for Town purposes. “Purchase Option Price” means the amount payable on any date, at the option of the Town, to prepay Base Rentals, terminate the Lease Term and purchase the Trustee’s leasehold interest in the Leased Property, as provided herein. 7 “Renewal Term” means any portion of the Lease Term commencing on January 1 of any calendar year and terminating on or before December 31 of such calendar year as provided in Article 4 of this Lease. “Revenues” means (a) all amounts payable by or on behalf of the Town or with respect to the Leased Property pursuant to this Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds, but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the Indenture (except for moneys and securities held in any defeasance escrow account). “Site” means the real property owned by the Town and leased by the Town to the Trustee under the Site Lease and subleased by the Trustee to the Town under this Lease, the legal description of which is set forth in Exhibit A hereto, or an amendment or supplement hereto. “Site Lease” means the Site Lease, dated as of [_________], 2025, between the Town, as lessor, and the Trustee, as lessee, as the same may hereafter be amended. “Special Counsel” means any counsel experienced in matters of municipal law and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any successor publication. So long as the Lease Term is in effect, the Town shall have the right to select Special Counsel. “Town” means the Town of Avon, Colorado. “Town Manager” means the Town Manager of the Town or his or her successor in function. “Town Representative” means the Mayor, the Town Manager or the Finance Director or such other person at the time designated to act on behalf of the Town for the purpose of performing any act under this Lease, the Site Lease or the Indenture by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Town by the Mayor. “Trustee” means [TRUSTEE], acting in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. 8 ARTICLE 2 REPRESENTATIONS AND COVENANTS Section 2.1 Representations and Covenants of the Town. The Town represents and covenants to the Trustee, to the extent allowed by law and subject to renewal of this Lease and Appropriation as set forth in Article 6 hereof, as follows: (a) The Town is a home rule municipal corporation duly organized and existing within the State under the Constitution and laws of the State and its Charter. The Town is authorized to enter into this Lease and the Site Lease and to carry out its obligations under this Lease and the Site Lease. The Town has duly authorized and approved the execution and delivery of this Lease, the Site Lease and all other documents related to the execution and delivery of this Lease and the Site Lease. (b) The Town owns the Leased Property and the Trustee has a leasehold interest in the Leased Property pursuant to the Site Lease. (c) The leasing of the Leased Property to the Trustee pursuant to the Site Lease and the leasing or subleasing of the Leased Property from the Trustee, under the terms and conditions provided for in this Lease, and the implementation of the Project by the Town, are necessary, convenient and in furtherance of the Town’s governmental purposes and are in the best interests of the citizens and inhabitants of the Town. The Town will apply the net proceeds derived from the proceeds of the Certificates to effectuate the Project. (d) Neither the execution and delivery of this Lease and the Site Lease, nor the fulfillment of or compliance with the terms and conditions of this Lease and the Site Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Town is now a party or by which the Town or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the Town, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the Town, except for Permitted Encumbrances. (e) The Town agrees that, except for non-renewal and nonappropriation as set forth in Article 6 hereof, if the Town fails to perform any act which the Town is required to perform under this Lease, the Trustee may, but shall not be obligated to, perform or cause to be performed such act, and any reasonable expense incurred by the Trustee in connection therewith shall be an obligation owing by the Town (from moneys for which an Appropriation has been effected) to the Trustee shall be a part of Additional Rentals, and the Trustee shall be subrogated to all of the rights of the party receiving such payment. (f) There is no litigation or proceeding pending against the Town affecting the right of the Town to execute this Lease or the Site Lease or the ability of the Town to 9 make the payments required hereunder or to otherwise comply with the obligations contained herein, or which, if adversely determined, would, in the aggregate or in any case, materially adversely affect the property, assets, financial condition or business of the Town or materially impair the right or ability of the Town to carry on its operations substantially as now conducted or anticipated to be conducted in the future. (g) Except for customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, the Town shall not cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without prior written notice to the Trustee, and all Hazardous Substances, including, customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept in or about the Leased Property. If the presence of any Hazardous Substance on the Leased Property caused or permitted by the Town results in contamination of the Leased Property, or if contamination of the Leased Property by any Hazardous Substance otherwise occurs for which the Town is legally liable for damage resulting therefrom, then the Town shall include as an Additional Rental any amount necessary to reimburse the Trustee for legal expenses incurred to defend (to the extent that an Appropriation for the necessary moneys has been effected by the Town) the Trustee from claims for damages, penalties, fines, costs, liabilities or losses. The reimbursement of the Trustee’s legal expenses is not an indemnification. It is expressly understood that the Town is not indemnifying the Trustee and expenses of such defense shall constitute Additional Rentals. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property caused or permitted by the Town results in any contamination of the Leased Property, the Town shall provide prior written notice to the Trustee and promptly take all actions at its sole expense (which expenses shall constitute Additional Rentals) as are necessary to effect remediation of the contamination in accordance with legal requirements. (h) The Town covenants and agrees to comply with any applicable covenants and requirements of the Town set forth in the Tax Certificate. Section 2.2 Representations and Covenants of the Trustee. The Trustee represents and covenants as follows: (a) So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Site Lease or this Lease or as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee’s right, title and interest in and to (i) this Lease or the Site Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and attendant rights and obligations which may be derived under this Lease or the Site Lease and/or (iii) the Leased Property and any reversion therein or any of its or the Trustee’s other rights under this Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in its or the Trustee’s right, title and interest in, to and under this Lease or the Site Lease or the Leased Property except for Permitted Encumbrances. 10 (b) Neither the execution and delivery of this Lease and the Site Lease or the Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. (c) To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute this Lease and the Site Lease or to execute the Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has been disclosed in writing to the Town on or prior to the date the Indenture is executed and delivered. Section 2.3 Nature of Lease. The Town and the Trustee acknowledge and agree that the Base Rentals and Additional Rentals hereunder shall constitute currently budgeted and appropriated expenditures of the Town and may be paid from any legally available funds. The Town’s obligations under this Lease shall be subject to the Town’s annual right to terminate this Lease (as further provided herein), and shall not constitute a mandatory charge or requirement in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as creating a general obligation, multiple fiscal year financial obligation, or other indebtedness of the Town within the meaning of any constitutional, Charter or statutory debt limitation. No provision of this Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Article XI, Sections 1 or 2 of the Colorado constitution. Neither this Lease nor the execution and delivery of the Certificates shall directly or indirectly obligate the Town to make any payments beyond those duly budgeted and appropriated for the Town’s then current Fiscal Year. The Town shall be under no obligation whatsoever to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of Town moneys, nor shall any provision of this Lease restrict the future issuance of any Town bonds or obligations payable from any class or source of Town moneys (provided, however, certain restrictions in the Indenture shall apply to the issuance of Additional Certificates). In the event that this Lease is not renewed by the Town, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property. Section 2.4 Town Acknowledgment of Certain Matters. The Town acknowledges the Indenture and the execution and delivery by the Trustee of the Certificates pursuant to the Indenture. The Town also acknowledges the Trustee’s authority to act on behalf of the Owners of the Certificates with respect to all rights, title and interests of the Trustee in, to and under this Lease, the Site Lease and the Leased Property. Section 2.5 Relationship of Town and Trustee. The relationship of the Town and the Trustee under this Lease is, and shall at all times remain, solely that of lessee and lessor; and the Town neither undertakes nor assumes any responsibility or duty to the Trustee or to any third party with respect to the Trustee’s obligations relating to the Leased Property; and the Trustee does not undertake or assume any responsibility or duty to the Town or to any third party with respect to the Town’s obligations relating to the Leased Property. Notwithstanding any other 11 provisions of this Lease: (a) the Town and the Trustee are not, and do not intend to be construed to be, partners, joint ventures, members, alter egos, managers, controlling persons or other business associates or participants of any kind of either of the other, and the Town and the Trustee do not intend to ever assume such status; and (b) the Town and the Trustee shall not be deemed responsible for, or a participant in, any acts, omissions or decisions of either of the other. 12 ARTICLE 3 LEASE OF THE LEASED PROPERTY The Trustee demises and leases the Leased Property to the Town and the Town leases the Leased Property from the Trustee, in accordance with the provisions of this Lease, subject only to Permitted Encumbrances, to have and to hold for the Lease Term. The Town and the Trustee acknowledge that the Town owns the Leased Property and the Town has leased the Leased Property to the Trustee pursuant to the Site Lease; and the Town and the Trustee intend that there be no merger of the Town’s interests as sublessee under this Lease and the Town’s ownership interest in the Leased Property so as to cause the cancellation of the Site Lease or this Lease, or an impairment of the leasehold and subleasehold interest intended to be created by the Site Lease and this Lease. 13 ARTICLE 4 LEASE TERM Section 4.1 Duration of Lease Term. The Lease Term shall commence as of the date hereof. The Initial Term shall terminate on December 31, 2025. This Lease may be renewed, solely at the option of the Town, for [__] Renewal Terms, provided, however, that the Lease Term shall terminate no later than December 31, 20[__], except that the Renewal Term beginning on January 1, 20[__] shall terminate upon the Town’s payment of the final Base Rental payment as set forth in Exhibit C. The Town hereby finds that the maximum Lease Term hereunder does not exceed the weighted average useful life of the Leased Property. The Town further determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e. the entire maximum Lease Term) does not exceed the useful life of the Leased Property. The Finance Director or other officer of the Town at any time charged with the responsibility of formulating budget proposals for the Town is hereby directed to include in the annual budget proposals submitted to the Council, in any year in which this Lease shall be in effect, items for all payments required for the ensuing Renewal Term under this Lease until such time, if any, as the Town may determine to not renew and terminate this Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the Town that any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be made solely by the Council in its absolute discretion and not by any other official of the Town, as further provided in the following paragraph. During the Lease Term, the Town shall in any event, whether or not the Lease is to be renewed, furnish the Trustee with copies of its annual budget promptly after the budget is adopted. Not later than December 15 of the then current Initial Term or any Renewal Term the Town Representative shall give written notice (in substantially the form set forth in Exhibit D attached hereto) to the Trustee that either: (a) the Town has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts authorized and directed to be used to pay all of the Base Rentals and (2) sufficient amounts to pay such Additional Rentals as are estimated to become due, all as further provided in Sections 6.2, 6.3 and 6.4 of this Lease, whereupon, this Lease shall be renewed for the ensuing Fiscal Year; or (b) the Town has determined, for any reason, not to renew this Lease for the ensuing Fiscal Year. Subject to the provisions of Section 6.4(a) hereof, the failure to give such notice shall not constitute an Event of Lease Default, nor prevent the Town from electing not to renew this Lease, nor result in any liability on the part of the Town. The Town’s option to renew or not to renew this Lease shall be conclusively determined by whether or not the applicable Appropriation has been made on or before December 31 of each Fiscal Year, all as further provided in Article 6 of this Lease. 14 The terms and conditions hereof during any Renewal Term shall be the same as the terms and conditions hereof during the Initial Term, except that the Purchase Option Price and the Base Rentals shall be as provided in Article 12 and Exhibit C (Base Rentals Schedule) hereof. Section 4.2 Termination of Lease Term. The Lease Term shall terminate upon the earliest of any of the following events: (a) the expiration of the Initial Term or any Renewal Term during which there occurs an Event of Nonappropriation pursuant to Section 4.1 and Article 6 of this Lease (provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.4 hereof); (b) the occurrence of an Event of Nonappropriation under this Lease (provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.4 hereof); (c) the conveyance of the Trustee’s leasehold interest in the Leased Property under this Lease to the Town upon payment of the Purchase Option Price or all Base Rentals and Additional Rentals, for which an Appropriation has been effected by the Town for such purpose, as provided in Section 12.2(a) or (b) of this Lease; or (d) an uncured Event of Lease Default and termination of this Lease under Article 14 of this Lease by the Trustee. Except for an event described in subparagraph (c) above, upon termination of this Lease, the Town agrees to peacefully deliver possession of the Leased Property to the Trustee. Termination of the Lease Term shall terminate all unaccrued obligations of the Town under this Lease, and shall terminate the Town’s rights of possession under this Lease (except to the extent of the holdover provisions of Sections 6.5 and 14.2(c)(i) hereof, and except for any conveyance pursuant to Article 12 of this Lease). All obligations of the Town accrued prior to such termination shall be continuing until the Trustee gives written notice to the Town that such accrued obligations have been satisfied. Upon termination of the Lease Term any moneys received by the Trustee in excess of the amounts necessary to terminate and discharge the Indenture, shall be paid to the Town. The Town shall not have the right to terminate this Lease due to a default by the Trustee under this Lease. 15 ARTICLE 5 ENJOYMENT OF THE LEASED PROPERTY Section 5.1 Trustee’s Covenant of Quiet Enjoyment. The Trustee hereby covenants that the Town shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the Trustee. The Trustee shall not interfere with the quiet use and enjoyment of the Leased Property by the Town during the Lease Term so long as no Event of Lease Default shall have occurred. The Trustee shall, at the request of the Town and at the cost of the Town, cooperate fully in any legal action in which the Town asserts against third parties its right to such possession and enjoyment, or which involves the imposition of any taxes or other governmental charges on or in connection with the Leased Property. In addition, the Town may at its own expense join in any legal action affecting its possession and enjoyment of the Leased Property and shall be joined in any action affecting its liabilities hereunder. The provisions of this Article 5 shall be subject to the Trustee’s right to inspect the Leased Property and the Town’s books and records with respect thereto as provided in Section 11.7 hereof. Section 5.2 Town’s Need for the Leased Property; Determinations as to Fair Value and Fair Purchase Price. The Town has determined and hereby determines that it has a current need for the Leased Property. It is the present intention and expectation of the Town that this Lease will be renewed annually until the Trustee’s interests in the Site Lease are released and unencumbered title to the Leased Property is acquired by the Town pursuant to this Lease; but this declaration shall not be construed as contractually obligating or otherwise binding the Town. The Town has determined and hereby determines that the Base Rentals under this Lease during the Lease Term for the Leased Property represent the fair value of the use of the Leased Property and that the Purchase Option Price for the Leased Property will represent the fair purchase price of the Trustee’s leasehold interest in the Leased Property at the time of the exercise of the option. The Town has determined and hereby determines that the Base Rentals do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew this Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property hereunder. In making such determinations, the Town has given consideration to the estimated current value of the Leased Property, the uses and purposes for which the Leased Property will be employed by the Town, the benefit to the citizens and inhabitants of the Town by reason of the use and occupancy of the Leased Property pursuant to the terms and provisions of this Lease, the Town’s option to purchase the Trustee’s leasehold interest in the Leased Property and the expected eventual vesting of unencumbered title to the Leased Property in the Town. The Town hereby determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum Lease Term for the Leased Property) does not exceed the weighted average useful life of the Leased Property. 16 ARTICLE 6 PAYMENTS BY THE TOWN Section 6.1 Payments to Constitute Currently Budgeted Expenditures of the Town. The Town and the Trustee acknowledge and agree that the Base Rentals, Additional Rentals and any other obligations hereunder shall constitute currently budgeted expenditures of the Town, if an Appropriation has been effected for such purpose. The Town’s obligations to pay Base Rentals, Additional Rentals and any other obligations under this Lease shall be from year to year only (as further provided in Article 4 and Sections 6.2 and 6.4 hereof), shall extend only to moneys for which an Appropriation has been effected by the Town, and shall not constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers or as creating a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town or a general obligation or other indebtedness of the Town within the meaning of any constitutional, Charter provision or statutory debt limitation, including without limitation Article X, Section 20 of the Colorado constitution. No provision of this Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Constitution of the State. Neither this Lease nor the Certificates shall directly or indirectly obligate the Town to make any payments beyond those for which an Appropriation has been effected by the Town for the Town’s then current Fiscal Year. The Town shall be under no obligation whatsoever to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of Town moneys, nor shall any provision of this Lease restrict the future issuance of any Town bonds or obligations payable from any class or source of Town moneys (provided, however, that certain restrictions in the Indenture shall apply to the issuance of Additional Certificates). Section 6.2 Base Rentals, Purchase Option Price and Additional Rentals. (a) The Town shall pay Base Rentals for which an Appropriation has been effected by the Town, directly to the Trustee during the Initial Term and any Renewal Term, on the Base Rentals Payment Dates and in the “Total Base Rentals” amounts set forth in Exhibit C (Base Rentals Schedule) attached hereto and made a part hereof. For federal and State income tax purposes, a portion of each payment of Base Rentals for the Certificates is designated and will be paid as interest, and Exhibit C (Base Rentals Schedule) hereto sets forth the Interest Portion of each payment of Base Rentals for the Certificates. The Town shall receive credit against its obligation to pay Base Rentals to the extent moneys are held by the Trustee on deposit in the Base Rentals Fund created under the Indenture and are available to pay Base Rentals. The Town acknowledges that upon receipt by the Trustee of each payment of Base Rentals, the Trustee, pursuant to the terms of the Indenture, is to deposit the amount of such Base Rentals in the Base Rentals Fund. The Base Rentals set forth in Exhibit C shall be recalculated in the event of the execution and delivery of Additional Certificates as provided in the Indenture and shall also be recalculated in the event of a partial redemption of the Certificates. 17 (b) The Town may, on any date, pay the then applicable Purchase Option Price for the purpose of terminating this Lease and the Site Lease in whole and purchasing the Trustee’s leasehold interest in the Leased Property as further provided in Article 12 of this Lease. The Town may also, at any time during the Lease Term, (1) prepay any portion of the Base Rentals due under this Lease and (2) in connection with such prepayment, recalculate the Base Rentals set forth in Exhibit C (Base Rentals Schedule). Any such revised Exhibit C (Base Rentals Schedule) shall be prepared by the Town Representative and delivered to the Trustee. The Trustee may rely upon such revised Exhibit C (Base Rentals Schedule) and has no duty to make an independent investigation in connection therewith. The Town shall give the Trustee notice of its intention to exercise either of such options not less than forty-five (45) days in advance of the date of exercise and shall deposit with the Trustee by not later than the date of exercise an amount equal to the Purchase Option Price due on the date of exercise or the applicable amount of Base Rentals to be prepaid. If the Town shall have given notice to the Trustee of its intention to prepay Base Rentals but shall not have deposited the amounts with the Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals which have been specifically appropriated by the Council for such purpose as if no such notice had been given. The Trustee may waive the right to receive forty-five (45) days advance notice and may agree to a shorter notice period in the sole determination of the Trustee. (c) All Additional Rentals shall be paid by the Town on a timely basis directly to the person or entity to which such Additional Rentals are owed. Additional Rentals shall include, without limitation, the reasonable fees and expenses of the Trustee, reasonable expenses of the Trustee in connection with the Leased Property and for the cost of taxes, insurance premiums, utility charges, maintenance and repair costs and all other expenses expressly required to be paid hereunder, and any other amounts due to the insurer of any of the Certificates. All of the payments required by this paragraph are subject to Appropriation by the Town; provided, however, a failure by the Town to budget and appropriate moneys for any of the payments required by this paragraph shall constitute an Event of Nonappropriation. If the Town’s estimates of Additional Rentals for any Fiscal Year are not itemized in the budget required to be furnished to the Trustee under Section 4.1 of this Lease, the Town shall furnish an itemization of such estimated Additional Rentals to the Trustee on or before the 15th day preceding such Fiscal Year. Section 6.3 Manner of Payment. The Base Rentals, for which an Appropriation has been effected by the Town, and, if paid, the Purchase Option Price, shall be paid or prepaid by the Town to the Trustee at its corporate trust office by wire transfer of federal funds, certified funds or other method of payment acceptable to the Trustee in lawful money of the United States of America to the Trustee at its corporate trust office. The obligation of the Town to pay the Base Rentals and Additional Rentals as required under this Article 6 and other sections hereof in any Fiscal Year for which an Appropriation has been effected by the Town for the payment thereof shall be absolute and unconditional and payment of the Base Rentals and Additional Rentals in such Fiscal Years shall not be abated through accident or unforeseen circumstances, or any default by the Trustee under this Lease, or under any other agreement between the Town and the Trustee, or for any other reason including without limitation, any acts or circumstances that may constitute failure of consideration, 18 destruction of or damage to the Leased Property, commercial frustration of purpose, or failure of the Trustee, to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with this Lease, it being the intention of the parties that the payments required by this Lease will be paid in full when due without any delay or diminution whatsoever, subject only to the annually renewable nature of the Town’s obligation hereunder as set forth in Section 6.1 hereof, and further subject to the Town’s rights under Section 10.3 hereof. Notwithstanding any dispute between the Town and the Trustee, the Town shall, during the Lease Term, make all payments of Base Rentals and Additional Rentals in such Fiscal Years and shall not withhold any Base Rentals or Additional Rentals, for which an Appropriation has been effected by the Town, pending final resolution of such dispute (except to the extent permitted by Sections 8.2 and 9.3 hereof with respect to certain Additional Rentals), nor shall the Town assert any right of set-off or counterclaim against its obligation to make such payments required hereunder. No action or inaction on the part of the Trustee shall affect the Town’s obligation to pay all Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, in such Fiscal Years subject to this Article (except to the extent provided by Sections 8.2 and 9.3 hereof with respect to certain Additional Rentals). Section 6.4 Nonappropriation. In the event that the Town gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the Town shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Article, or in the event that the Town is proceeding under the provisions of Section 10.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the Town on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the Town that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the Town. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the Town, within 30 days of the receipt by the Town of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the Town within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not 19 specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the Town to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the Town shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 and 14.3 hereof, the Town shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the Town shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 6.5 hereof, the Town shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The Town acknowledges that, upon the occurrence of an Event of Nonappropriation (a) the Trustee shall be entitled to all moneys then being held in all funds created under the Indenture (except any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the Indenture. Section 6.5 Holdover Tenant. If the Town fails to vacate the Leased Property after termination of this Lease, whether as a result of the occurrence of an Event of Nonappropriation or an Event of Lease Default as provided in Section 14.2(a) hereof, with the written permission of the Trustee it will be deemed to be a holdover tenant on a month-to-month basis, and will be bound by all of the other terms, covenants and agreements of this Lease. Any holding over by the Town without the written permission of the Trustee shall be at sufferance. The amount of rent to be paid monthly during any period when the Town is deemed to be a holdover tenant will be equal to (a) one-sixth of the Interest Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date plus one-twelfth of the Principal Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date on which a Principal Portion of the Base Rentals would have been payable with appropriate adjustments to ensure the full payment of such amounts on the due dates thereof in the event termination occurs during a Renewal Term plus (b) Additional Rentals as the same shall become due. 20 Section 6.6 Prohibition of Adverse Budget or Appropriation Modifications. To the extent permitted by law, the Town shall not, during any Fiscal Year of the Lease Term, make any budgetary transfers or other modifications to its then existing budget and appropriation measures relating to the Leased Property or this Lease which would adversely affect the Town’s ability to meet its obligation to pay Base Rentals and duly budgeted and appropriated Additional Rentals hereunder. 21 ARTICLE 7 SITE LEASE; TITLE INSURANCE Section 7.1 Site Lease. At the time of the execution and delivery of this Lease, the Town shall have leased to the Trustee, and the Trustee shall have leased from the Town, the Leased Property pursuant to the Site Lease. As further provided in Section 8.1 hereof, a leasehold interest in the Leased Property shall be held by the Trustee, subject to this Lease. Section 7.2 Title Insurance. The Trustee shall be provided with a Leasehold Owner’s title insurance policy insuring the Trustee’s leasehold estate in the Leased Property under the Site Lease, subject only to Permitted Encumbrances, with such policy to be in an amount not less than the original aggregate principal amount of the Certificates or such lesser amount as shall be the maximum insurable value of the Leased Property. Such policy, or a binding commitment therefor, shall be provided to the Trustee concurrently with the execution and delivery of each series of Certificates. 22 ARTICLE 8 TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES Section 8.1 Title to the Leased Property. At all times during the Lease Term, title to the Leased Property shall remain in the Town, subject to the Site Lease, this Lease, the Indenture, and any other Permitted Encumbrances. Except for personal property purchased by the Town at its own expense pursuant to Section 9.2 of this Lease, a leasehold estate in the Leased Property and any and all additions and modifications thereto and replacements thereof shall be held in the name of the Trustee until the Trustee has exercised Lease Remedies or until the Trustee’s leasehold interest in the Leased Property is conveyed to the Town as provided in Article 12 of this Lease, or until termination of the Site Lease, notwithstanding (a) the occurrence of an Event of Nonappropriation; (b) the occurrence of one or more Events of Lease Default; (c) the occurrence of any event of damage, destruction, condemnation, or construction, manufacturing, or design defect or title defect, as provided in Article 10 of this Lease; or (d) the violation by the Trustee of any provision of the Site Lease or this Lease. The Trustee shall not, in any way, be construed as the owner of the Leased Property. Section 8.2 No Encumbrance, Mortgage or Pledge of the Leased Property. Except as may be permitted by this Lease, the Town shall not permit any mechanic’s or other lien to be established or remain against the Leased Property; provided that, if the Town shall first notify the Trustee of the intention of the Town to do so, the Town may in good faith contest any mechanic’s or other lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by nonpayment of any such items the Trustee’s leasehold interest in the Leased Property will be materially endangered, or the Leased Property or any part thereof will be subject to loss or forfeiture, in which event the Town shall promptly pay and cause to be satisfied and discharged all such unpaid items (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such items). The Trustee will cooperate in any such contest. Except as may be permitted by this Lease, the Town shall not directly or indirectly create, incur, assume, or suffer to exist any mortgage, pledge, lien, charge, encumbrance, or claim on or with respect to the Leased Property, except Permitted Encumbrances. The Town shall promptly, at its expense, take such action as may be necessary to duly discharge any such mortgage, pledge, lien, charge, encumbrance, or claim not excepted above. 23 ARTICLE 9 MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES Section 9.1 Maintenance of the Leased Property by the Town. Subject to its right to not appropriate and as otherwise provided in Section 9.3 hereof, the Town agrees that at all times during the Lease Term, the Town will maintain, preserve and keep the Leased Property or cause the Leased Property to be maintained, preserved and kept, in good repair, working order and condition, and from time to time make or cause to be made all necessary and proper repairs, including replacements, if necessary. The Trustee shall have no responsibility in any of these matters or for the making of any additions, modifications or replacements to the Leased Property. Section 9.2 Modification of the Leased Property; Installation of Furnishings and Machinery of the Town. The Town shall have the privilege of making substitutions, additions, modifications and improvements to the Leased Property, at its own cost and expense, as appropriate and any such substitutions, additions, modifications and improvements to the Leased Property shall be the property of the Town, subject to the Site Lease, this Lease and the Indenture and shall be included under the terms of the Site Lease, this Lease and the Indenture; provided, however, that such substitutions, additions, modifications and improvements shall not in any way damage the Leased Property or cause the Leased Property to be used for purposes other than lawful governmental functions of the Town (except to the extent of subleasing permitted under Section 13.2 hereof); and provided that the Leased Property, as improved or altered, upon completion of such substitutions, additions, modifications and improvements, shall be of a value not less than the value of the Leased Property immediately prior to such making of substitutions, additions, modifications and improvements. The Town may also, from time to time in its sole discretion and at its own expense, install machinery, equipment and other tangible property in or on the Leased Property. All such machinery, equipment and other tangible property shall remain the sole property of the Town in which the Trustee shall have no interests; provided, however, that title to any such machinery, equipment and other tangible property which becomes permanently affixed to the Leased Property shall be included under the terms of the Site Lease, this Lease and the Indenture, that such Leased Property would be damaged or impaired by the removal of such machinery, equipment or other tangible property. The Town shall have the right to make substitutions to the Leased Property upon compliance with the provisions set forth in Section 11.4 hereof. Section 9.3 Taxes, Other Governmental Charges and Utility Charges. In the event that the Leased Property shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the Town shall pay the amount of all such taxes, assessments and governmental charges then due, as Additional Rentals. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Town shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during the upcoming Fiscal Year. Except for Permitted Encumbrances, the Town shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Leased Property (including, without limitation, any taxes levied upon the Leased Property which, if not paid, will become a charge on the rentals 24 and receipts from the Leased Property, or any interest therein, including the leasehold interests of the Trustee), or the rentals and revenues derived therefrom or hereunder. The Town shall also pay as Additional Rentals, as the same respectively become due, all utility and other charges and fees and other expenses incurred in the operation, maintenance and upkeep of the Leased Property. The Town may, at its expense, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by nonpayment of any such items the value of the Leased Property will be materially endangered or the Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability, in which event such taxes, assessments, utility or other charges shall be paid forthwith (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such taxes, assessments, utility or other charges). Section 9.4 Provisions For Liability and Property Insurance. Upon the execution and delivery of this Lease, the Town shall, at its own expense, cause casualty and property insurance to be carried and maintained with respect to the Leased Property in an amount equal to the estimated replacement cost of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount deemed reasonable by the Council. The Town may, in its discretion, insure the Leased Property under blanket insurance policies which insure not only the Leased Property, but other buildings as well, as long as such blanket insurance policies comply with the requirements hereof. If the Town shall insure against similar risks by self-insurance, the Town may, at its election provide for casualty and property damage insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the Town shall elect to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the adequacy of the Town’s reserves. The Trustee shall be named additional insured and loss payee on any casualty and property insurance. Upon the execution and delivery of this Lease, the Town shall, at its own expense, cause public liability insurance to be carried and maintained with respect to the activities to be undertaken by and on behalf of the Town in connection with the use of the Leased Property, in an amount not less than the limitations provided in the Colorado Governmental Immunity Act (Article 10, Title 24, Colorado Revised Statutes, as heretofore or hereafter amended). Such insurance may contain deductibles and exclusions deemed reasonable by the Council. The public liability insurance required by this Section may be by blanket insurance policy or policies. If the Town shall insure against similar risks by self-insurance, the Town, at its election may provide for public liability insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the Town shall elect to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the adequacy of the Town’s reserves. The Trustee shall be named as additional insured and loss payee on any public liability insurance. Any casualty and property damage insurance policy required by this Section shall be so written or endorsed as to make payments under such insurance policy payable to the Town and the Trustee. Each insurance policy provided for in this Section shall contain a provision to the effect that the insurance company shall not cancel the policy without first giving written notice 25 thereof to the Town at least 30 days in advance of such cancellation. All insurance policies issued pursuant to this Section, or certificates evidencing such policies, shall be deposited with the Trustee. No agent or employee of the Town shall have the power to adjust or settle any loss with respect to the Leased Property in excess of $25,000, whether or not covered by insurance, without the prior written consent of the Trustee. Upon the initial execution and delivery of this Lease, the Town shall provide the Trustee with evidence that the insurance required pursuant to this Section 8.4 is in effect. A certification by the Town Representative that such insurance is in effect shall be sufficient evidence of insurance. A certificate of insurance from the Town or the Town’s insurance agent will also be acceptable evidence of insurance. On or about October 1 in each year the Town shall provide annual certification that the insurance required pursuant to this Section 9.4 is in effect. Section 9.5 Advances. If the Town fails to pay any Additional Rentals during the Lease Term as such Additional Rentals become due, the Trustee may (but shall not be obligated to) pay such Additional Rentals and the Town agrees to reimburse the Trustee to the extent permitted by law and subject to Appropriation as provided under Article 6 hereof. Section 9.6 Granting of Easements. As long as no Event of Nonappropriation or Event of Lease Default shall have happened and be continuing, the Trustee, shall upon the request of the Town, (a) grant or enter into easements, permits, licenses, party wall and other agreements, rights-of-way (including the dedication of public roads) and other rights or privileges in the nature of easements, permits, licenses, party wall and other agreements and rights of way with respect to any property or rights included in this Lease (whether such rights are in the nature of surface rights, sub-surface rights or air space rights), free from this Lease and any security interest or other encumbrance created hereunder or thereunder; (b) release existing easements, permits, licenses, party wall and other agreements, rights-of-way, and other rights and privileges with respect to such property or rights, with or without consideration; and (c) execute and deliver any instrument necessary or appropriate to grant, enter into or release any such easement, permit, license, party wall or other agreement, right-of-way or other grant or privilege upon receipt of: (i) a copy of the instrument of grant, agreement or release and (ii) a written application signed by the Town Representative requesting such grant, agreement or release and stating that such grant, agreement or release will not materially impair the effective use or materially interfere with the operation of the Leased Property, and will not materially adversely affect the security intended to be given by or under the Indenture, the Site Lease or this Lease. 26 ARTICLE 10 DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 10.1 Damage, Destruction and Condemnation. If, during the Lease Term, (a) the Leased Property shall be destroyed (in whole or in part), or damaged by fire or other casualty; or (b) title to, or the temporary or permanent use of, the Leased Property or the estate of the Town or the Trustee in the Leased Property is taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or entity acting under governmental authority; or (c) a breach of warranty or a material defect in the construction, manufacture or design of the Leased Property becomes apparent; or (d) title to or the use of all or a portion of the Leased Property is lost by reason of a defect in title thereto. then the Town shall be obligated to continue to pay Base Rentals and Additional Rentals (subject to Article 6 hereof). Section 10.2 Obligation to Repair and Replace the Leased Property. The Town and the Trustee, to the extent Net Proceeds are within their respective control, shall cause such Net Proceeds of any insurance policies, performance bonds or condemnation awards to be deposited in a separate trust fund. All Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Leased Property by the Town, upon receipt of requisitions by the Trustee signed by the Town Representative stating with respect to each payment to be made: (a) the requisition number; (b) the name and address of the person, firm or entity to whom payment is due; (c) the amount to be paid; and (d) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall have no duty to review or examine the accompanying bill, invoice or statement of account, but may conclusively rely on the properly executed disbursement request. The Town and the Trustee shall agree to cooperate and use their best reasonable efforts subject to the terms of the Indenture to enforce claims which may arise in connection with material defects in the construction, manufacture or design of the Leased Property or otherwise. If there is a 27 balance of any Net Proceeds allocable to the Leased Property remaining after such repair, restoration, modification, improvement or replacement has been completed, this balance shall be used by the Town, to: (a) add to, modify or alter the Leased Property or add new components thereto, or (b) prepay the Base Rentals with a corresponding adjustment in the amount of Base Rentals payable under Exhibit C (Base Rentals Schedule) to this Lease or (c) accomplish a combination of (a) and (b). Any repair, restoration, modification, improvement or replacement of the Leased Property paid for in whole or in part out of Net Proceeds allocable to the Leased Property shall be the property of the Town, subject to the Site Lease, this Lease and the Indenture and shall be included as part of the Leased Property under this Lease. Section 10.3 Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Leased Property required under Section 10.2 of this Lease, the Town may elect to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the Town are available for payment of such cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased Property, and the Town agrees that, if by reason of any such insufficiency of the Net Proceeds allocable to the Leased Property, the Town shall make any payments pursuant to the provisions of this paragraph, the Town shall not be entitled to any reimbursement therefor from the Trustee, nor shall the Town be entitled to any diminution of the Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, payable under Article 6 of this Lease; or (b) apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article 12 of this Lease, or an appropriate portion thereof. In the event of an insufficiency of the Net Proceeds for such purpose, the Town shall, subject to the limitations of Section 6.1 hereof, pay such amounts as may be necessary to equal that portion of the Purchase Option Price which is attributable to the Leased Property for which Net Proceeds have been received (as certified to the Trustee by the Town); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be used as directed by the Town in the same manner as set forth in Section 10.2 hereof; or (c) if the Town does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the Town’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. 28 The above referenced election shall be made by the Town within 90 days of the occurrence of an event specified in Section 10.1 of this Lease. It is hereby declared to be the Town’s present intention that, if an event described in Section 10.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration, modification, improvement or replacement of the Leased Property, the Town would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the Town must operate within budgetary and other economic constraints applicable to it at the time, which cannot be predicted with certainty; and accordingly the foregoing declaration shall not be construed to contractually obligate or otherwise bind the Town. Section 10.4 Cooperation of the Trustee. The Trustee shall cooperate fully with the Town in filing any proof of loss with respect to any insurance policy or performance bond covering the events described in Section 10.1 of this Lease and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Property and the enforcement of all warranties relating to the Leased Property. So long as no Event of Lease Default or Event of Nonappropriation has occurred and is then existing, the Trustee shall not voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim performance or payment bond claim, prospective or pending condemnation proceeding with respect to the Leased Property without the written consent of the Town. 29 ARTICLE 11 DISCLAIMER OF WARRANTIES; OTHER COVENANTS Section 11.1 Disclaimer of Warranties. THE TRUSTEE HAS NOT MADE AND WILL NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED PROPERTY. THE TOWN HEREBY ACKNOWLEDGES AND DECLARES THAT THE TOWN IS SOLELY RESPONSIBLE FOR THE MAINTENANCE AND OPERATION OF THE LEASED PROPERTY, AND THAT THE TRUSTEE HAS NO RESPONSIBILITY THEREFOR. For the purpose of enabling the Town to discharge such responsibility, the Trustee constitutes and appoints the Town as its attorney in fact for the purpose of asserting and enforcing, at the sole cost and expense of the Town, all manufacturer’s warranties and guaranties, express or implied, with respect to the Leased Property, as well as any claims or rights the Trustee may have in respect of the Leased Property against any manufacturer, supplier, contractor or other person. Except as otherwise provided in this Lease, the Trustee shall not be liable for any direct or indirect, incidental, special, punitive or consequential damage in connection with or arising out of this Lease or the existence, furnishing, functioning or use by the Town of any item, product or service provided for herein except that nothing shall relieve the Trustee’s liability for any claims, damages, liability or court awards, including costs, expenses and attorney fees, relating to or arising from the Trustee’s actions or omissions that result from the negligence, bad faith or intentional misconduct of the Trustee or its employees. Section 11.2 Further Assurances and Corrective Instruments. The Trustee and the Town agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such amendments hereof or supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property. Section 11.3 Compliance with Requirements. During the Lease Term, the Town and the Trustee shall observe and comply promptly to the extent possible with all current and future orders of all courts having jurisdiction over the Leased Property, provided that the Town and the Trustee may contest or appeal such orders so long as they are in compliance with such orders during the contest or appeal period, and all current and future requirements of all insurance companies writing policies covering the Leased Property. Section 11.4 Release and Substitution of Leased Property. So long as no Event of Lease Default or Event of Nonappropriation shall have occurred and be continuing, the Town shall be entitled to substitute any improved or unimproved real estate (collectively, the “Replacement Property”), for any Leased Property then subject to the Site Lease, this Lease, and the Indenture, upon receipt by the Trustee of a written request of the Town Representative requesting such release and substitution, provided that: 30 (a) such Replacement Property shall have an equal or greater value and utility (but not necessarily the same function) to the Town as the Leased Property proposed to be released, as determined by a certificate from the Town to that effect; (b) the insured replacement value of Replacement Property, together with the insured replacement value of any portion of the Leased Property that remains after such substitution, shall be not less than the aggregate principal amount of the Outstanding Certificates, as certified in writing by the Town Representative; and (c) the execution and delivery of such supplements and amendments to the Site Lease, this Lease and the Indenture, as applicable, and any other documents necessary to subject the Replacement Property to the encumbrance of the Site Lease, this Lease and the Indenture, and to release the portion of the Leased Property to be released from the encumbrance Site Lease, this Lease and the Indenture. The Trustee shall cooperate with the Town in implementing the Town’s rights to release and substitute property pursuant to this Section 11.4 and shall execute any and all conveyances, releases, or other documents necessary or appropriate in connection therewith. Section 11.5 Reserved. Section 11.6 Undertaking to Provide Ongoing Disclosure. Undertaking to Provide Ongoing Disclosure. The Town covenants for the benefit of the Owners of the Certificates to comply with the terms of the Continuing Disclosure Certificate, provided that a failure of the Town to do so shall not constitute an Event of Lease Default. The Trustee shall have no power or duty to enforce this Section. Unless otherwise required by law, no Certificate owner shall be entitled to damages for the Town’s non-compliance with its obligations under this Section; however, the Certificate Owners may enforce specific performance of the obligations contained in this Section by any judicial proceedings available. Section 11.7 Covenant to Reimburse Legal Expenses. To the extent permitted by law, the Town shall defend and hold harmless the Trustee against claims arising from the alleged negligent acts or omissions of the Town’s public employees, which occurred or are alleged to have occurred during the performance of their duties and within the scope of their employment, unless such acts or omissions are, or are alleged to be, willful and wanton. Such claims shall be subject to the limitations of the Colorado Governmental Immunity Act, C.R.S. 24-10-101 to 24-10-120. The Town shall include as Additional Rentals, the reimbursement of reasonable and necessary expenses incurred by the Trustee to defend the Trustee from and against all claims, by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of the Leased Property or from any work or thing done on the Leased Property during the Lease Term requested by the Town, or from any condition of the Leased Property caused by the Town. This duty to reimburse the Trustee’s legal expenses is not an indemnification and it is expressly understood that the Town is not indemnifying the Trustee and, as previously stated, is limited to Net Proceeds and moneys, if any, in excess of such Net Proceeds, for which an Appropriation has been effected. 31 Section 11.8 Access to the Leased Property; Rights to Inspect Books. The Town agrees that the Trustee shall have the right at all reasonable times to examine and inspect the Leased Property (subject to such regulations as may be imposed by the Town for security purposes) and all of the Town’s books and records with respect thereto, but the Trustee has no duty to inspect the Leased Property books or records. The Town further agrees that the Trustee shall have such rights of access to the Leased Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the Town to perform its obligations under this Lease. The Indenture allows the Town to have the right at all reasonable times to examine and inspect all of the Trustee’s books and records with respect to the Leased Property and all funds and accounts held under the Indenture. The Town and its representatives shall have the right to examine and inspect the books and records of the Trustee relating to the Leased Property at all reasonable times from the date of this Lease and until three years after the termination date of this Lease. 32 ARTICLE 12 PURCHASE OPTION Section 12.1 Purchase Option. The Town shall have the option to purchase the Trustee’s leasehold interest in the Leased Property, but only if an Event of Lease Default or an Event of Nonappropriation has not occurred and is then continuing. The Town may exercise its option on any date by complying with one of the conditions set forth in Section 12.2. The Town shall give the Trustee notice of its intention to exercise its option not less than forty-five (45) days in advance of the date of exercise and shall deposit the required moneys with the Trustee on or before the date selected to pay the Purchase Option Price. The Trustee may waive such notice or may agree to a shorter notice period in the sole determination of the Trustee. If the Town shall have given notice to the Trustee of its intention to purchase the Trustee’s leasehold interest in the Leased Property or prepay Base Rentals, but shall not have deposited the amounts with the Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals, which have been specifically appropriated by the Town for such purpose, as if no such notice had been given. Section 12.2 Conditions for Purchase Option. The Trustee shall transfer and release the Trustee’s leasehold interests in the Leased Property to the Town in the manner provided for in Section 12.3 of this Lease; provided, however, that prior to such transfer and release, either: (a) the Town shall have paid the then applicable Purchase Option Price which shall equal the sum of the amount necessary to defease and discharge the Indenture as provided therein (i.e., provision for payment of all principal and interest portions of any and all Certificates which may have been executed and delivered pursuant to the Indenture shall have been made in accordance with the terms of the Indenture) plus any fees and expenses then owing to the Trustee; or (b) the Town shall have paid all Base Rentals set forth in Exhibit C (Base Rentals Schedule) hereto, for the entire maximum Lease Term, and all then current Additional Rentals required to be paid hereunder. At the Town’s option, amounts then on deposit in any fund held under the Indenture (except any defeasance escrow funds) may be credited toward the Purchase Option Price. Section 12.3 Manner of Conveyance. At the closing of the purchase or other conveyance of all of the Trustee’s leasehold interest in the Leased Property pursuant to Section 12.2 of this Lease, the Trustee shall release and terminate the Site Lease, this Lease and the Indenture and execute and deliver to the Town any necessary documents releasing, assigning, transferring and conveying the Trustee’s leasehold interest in the Leased Property, as they then exist, subject only to the following: (a) Permitted Encumbrances, other than the Site Lease, this Lease and the Indenture; 33 (b) all liens, encumbrances and restrictions created or suffered to exist by the Trustee as required or permitted by the Site Lease, this Lease or the Indenture or arising as a result of any action taken or omitted to be taken by the Trustee as required or permitted by the Site Lease, this Lease or the Indenture; (c) any lien or encumbrance created or suffered to exist by action of the Town; and (d) those liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee. 34 ARTICLE 13 ASSIGNMENT AND SUBLEASING Section 13.1 Assignment by the Trustee; Replacement of the Trustee. Except as otherwise provided in this Lease and the Indenture, this Lease may not be assigned by the Trustee for any reason other than to a successor by operation of law or to a successor trustee under the Indenture or with the prior written consent of the Town which consent shall not be unreasonably withheld. The Trustee will notify the Town of any assignment to a successor by operation of law. If an Event of Lease Default or Event of Nonappropriation has occurred and is continuing, the Trustee may act as herein provided, including exercising the remedies set forth in Section 14.2, without the prior written direction of the Town. Section 13.2 Assignment and Subleasing by the Town. This Lease may not be assigned by the Town for any reason other than to a successor by operation of law. However, the Leased Property may be subleased, as a whole or in part, by the Town, without the necessity of obtaining the consent of the Trustee or any owner of the Certificates subject to each of the following conditions: (a) The Leased Property may be subleased, in whole or in part, only to an agency or department of, or a political subdivision of, the State, or to another entity or entities with Approval of Special Counsel; (b) This Lease, and the obligations of the Town hereunder, shall, at all times during the Lease Term remain obligations of the Town, and the Town shall maintain its direct relationships with the Trustee, notwithstanding any sublease; (c) The Town shall furnish or cause to be furnished to the Trustee a copy of any sublease agreement; (d) Except for the sublease described in (e) below, any sublease of the Leased Property shall provide that it shall automatically terminate upon a termination of this Lease; and (e) The Trustee hereby consents to and acknowledges that the building located on the Leased Property is currently leased to a private corporation under the terms of a lease and agrees to not disturb such lease notwithstanding an event of Nonappropriation or Event of Lease Default hereunder. The Town hereby collaterally assigns such lease of the Lease Property existing as of the date hereof to the Trustee subject to the terms of such lease and upon the occurrence of an Event of Lease Default or Nonappropriation the Trustee shall have the power to demand, collect and receive from such lease all rents now due or to become due or to become due and to otherwise exercise all rights of the Town under such lease and such lease shall be subject to the terms of the Site Lease. 35 ARTICLE 14 EVENTS OF LEASE DEFAULT AND REMEDIES Section 14.1 Events of Lease Default Defined. Any one of the following shall be Events of Lease Default under this Lease: (a) failure by the Town to pay any Base Rentals or Additional Rentals, which have been specifically appropriated by the Town for such purpose, during the Initial Term or any Renewal Term, within five (5) Business Days of the date on which they are due; or (b) subject to the provisions of Section 6.5 hereof, failure by the Town to vacate or surrender possession of the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation has occurred; or (c) failure by the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in (a) or (b), for a period of 30 days after written notice, specifying such failure and requesting that it be remedied shall be received by the Town from the Trustee, unless the Trustee shall agree in writing to an extension of such time prior to its expiration; provided that if the failure stated in the notice cannot be corrected within the applicable period, the Trustee shall not withhold its consent to an extension of such time if corrective action can be instituted by the Town within the applicable period and diligently pursued until the default is corrected; or (d) failure by the Town to comply with the terms of the Site Lease. The foregoing provisions of this Section 14.1 are subject to the following limitations: (i) the Town shall be obligated to pay the Base Rentals and Additional Rentals, which have been specifically appropriated by the Town for such purpose, only during the then current Lease Term, except as otherwise expressly provided in this Lease; and (ii) if, by reason of Force Majeure, the Town or the Trustee shall be unable in whole or in part to carry out any agreement on their respective parts herein contained other than the Town’s agreement to pay the Base Rentals and Additional Rentals due hereunder, the Town or the Trustee shall not be deemed in default during the continuance of such inability. The Town and the Trustee each agree, however, to remedy, as promptly as legally and reasonably possible, the cause or causes preventing the Town or the Trustee from carrying out their respective agreements; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Town. Section 14.2 Remedies on Default. Whenever any Event of Lease Default shall have happened and be continuing beyond any applicable cure period, the Trustee may, or shall at the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, 36 without any further demand or notice, take one or any combination of the following remedial steps: (a) terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property, which vacation and surrender the Town agrees to complete within sixty (60) days from the date of such notice; provided, in the event the Town does not vacate and surrender possession on the termination date, the provisions of Section 6.5 hereof shall apply; (b) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property; (c) recover from the Town: (i) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs. (d) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, this Lease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the Town the amounts set forth in Section 14.2(c)(i) hereof if the Town continues to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except any defeasance escrow accounts). Section 14.3 Limitations on Remedies. The remedies in connection with an Event of Lease Default shall be limited as set forth in this Section. A judgment requiring a payment of money may be entered against the Town by reason of an Event of Lease Default only as to the Town’s liabilities described in paragraph (c) of Section 14.2 hereof. A judgment requiring a payment of money may be entered against the Town by reason of an Event of Nonappropriation only to the extent that the Town fails to vacate and surrender possession of the Leased Property as required by Section 6.4 of this Lease, and only as to the liabilities described in paragraph (c)(i) of Section 14.2 hereof. The remedy described in paragraph (c)(ii) of Section 14.2 of this Lease is 37 not available for an Event of Lease Default consisting of failure by the Town to vacate and surrender possession of the Leased Property by March 1 following an Event of Nonappropriation. Section 14.4 No Remedy Exclusive. Subject to Section 14.3 hereof, no remedy herein conferred upon or reserved to the Trustee, is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved in this Article 14, it shall not be necessary to give any notice, other than such notice as may be required in this Article 14. Section 14.5 Waivers. The Trustee may waive any Event of Lease Default under this Lease and its consequences. In the event that any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Payment of Base Rentals or Additional Rentals by the Town shall not constitute a waiver of any breach or default by the Trustee hereunder. Section 14.6 Agreement to Pay Attorneys’ Fees and Expenses. In the event that either party hereto shall default under any of the provisions hereof and the nondefaulting party shall employ attorneys or incur other expenses for the collection of Base Rentals or Additional Rentals, or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it shall on demand therefor pay to the nondefaulting party, to the extent permitted by law, the reasonable fees of such attorneys and such other reasonable expenses so incurred by the nondefaulting party. Notwithstanding the foregoing, any such fees and expenses owed by the Town hereunder shall constitute Additional Rentals for all purposes of this Lease and shall be subject to Appropriation. Section 14.7 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. To the extent permitted by law, in the case of an Event of Nonappropriation or an Event of Lease Default neither the Trustee nor the Town nor any one claiming through or under either of them shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the Indenture; and the Trustee and the Town, for themselves and all who may at any time claim through or under either of them, each hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws. Notwithstanding the foregoing, it is expressly understood that the Town cannot and does not hereby waive its right to set up, claim or seek to take advantage of its police powers or its Colorado constitutional or statutory right of eminent domain. 38 ARTICLE 15 MISCELLANEOUS Section 15.1 Sovereign Powers of Town. Nothing in this Lease shall be construed as diminishing, delegating, or otherwise restricting any of the sovereign powers or immunities of the Town. Nothing in this Lease shall be construed to require the Town to occupy and operate the Leased Property other than as lessee, or to require the Town to exercise its right to purchase the Leased Property as provided in Article 12 hereof. Section 15.2 Notices. All notices, certificates or other communications to be given hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: if to the Trustee, [TRUSTEE] if to the Town, Town of Avon, Colorado 100 Mikaela Way Avon, Colorado 81620 Attention: Finance Director The Town and the Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 15.3 Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Lease and enforcement of the terms and conditions of this Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the Town, as lessee and the Trustee, as lessor, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in this Lease shall give or allow any such claim or right of action by any other or third person on this Lease. It is the express intention of the Town and the Trustee that any person other than the Town, the Trustee, or the Owners of the Certificates receiving services or benefits under this Lease shall be deemed to be an incidental beneficiary only. Section 15.4 Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Trustee and the Town and their respective successors and assigns, subject, however, to the limitations contained in Article 13 of this Lease. Section 15.5 Amendments. This Lease may only be amended, changed, modified or altered as provided in the Indenture. Section 15.6 Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Base Rentals Fund, the Costs of Execution and Delivery Fund, or any other fund or account created under the Indenture (except any defeasance escrow account), upon termination of the Lease Term, and after payment in full of the Certificates (or provision for payment thereof having been made in accordance with the provisions of this Lease and the 39 Indenture) and fees and expenses of the Trustee in accordance with this Lease and the Indenture, shall belong to and be paid to the Town by the Trustee, as an overpayment of Base Rentals. Section 15.7 Triple Net Lease. This Lease shall be deemed and construed to be a “triple net lease” and, subject to the prior Appropriation requirements hereof, the Town shall pay absolutely net during the Lease Term, the Base Rentals, the Additional Rentals and all expenses of, or other payments in respect of, the Leased Property as required to be paid by the Town under this Lease, for which a specific Appropriation has been effected by the Town for such purpose, free of any deductions, and without abatement, deduction or setoff (other than credits against Base Rentals expressly provided for in this Lease). Section 15.8 Computation of Time. In computing a period of days, the first day is excluded and the last day is included. If the last day of any period is not a Business Day, the period is extended to include the next day which is a Business Day. If a number of months is to be computed by counting the months from a particular day, the period ends on the same numerical day in the concluding month as the day of the month from which the computation is begun, unless there are not that many days in the concluding month, in which case the period ends on the last day of that month. Notwithstanding the foregoing, Base Rentals shall be recalculated in the event of any Prepayment of Base Rentals as provided in Section 6.2(b) hereof. Section 15.9 Payments Due on Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Lease, shall be a day other than a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Lease. Section 15.10 Severability. Except for the requirement of the Town to pay Base Rentals for which a specific Appropriation has been effected by the Town for such purpose and the requirement of the Trustee to provide quiet enjoyment of the Leased Property and to convey the Trustee’s leasehold interest in the Leased Property to the Town under the conditions set forth in Article 12 of this Lease (which, if held invalid or unenforceable by any court of competent jurisdiction, may have the effect of invalidating or rendering unenforceable the other provisions of this Lease), in the event that any other provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 15.11 Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 15.12 Applicable Law. This Lease shall be governed by and construed in accordance with the law of the State of Colorado. Section 15.13 The Trustee Is Independent of the Town. Neither the Trustee nor any agent or employee of the Trustee shall be or shall be deemed to be an agent or employee of the Town. The Trustee acknowledges that the Trustee and its employees are not entitled to 40 unemployment insurance benefits of the Town unless the Trustee or a third party otherwise provides such coverage and that the Town does not pay for or otherwise provide such coverage. The Trustee shall have no authorization, express or implied, to bind the Town to any agreements, liability or understanding except as expressly set forth herein. Section 15.14 Governmental Immunity. Notwithstanding any other provisions of this Lease to the contrary, no term or condition of this Lease shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions of the Colorado Governmental Immunity Act, Section 24-10-101, et. seq., C.R.S., as now or hereafter amended. Section 15.15 Recitals. The Recitals set forth in this Lease are hereby incorporated by this reference and made a part of this Lease. Section 15.16 Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. Section 15.17 Trustee’s Disclaimer. It is expressly understood and agreed that (a) the Lease is executed by [TRUSTEE] solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on [TRUSTEE] other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under this Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 15.18 Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 41 IN WITNESS WHEREOF, the parties have executed this Lease Purchase Agreement as of the day and year first above written. TOWN OF AVON, COLORADO, as Lessee [TRUSTEE], solely in its capacity of Trustee under the Indenture, as Lessor By: ________________________________ By: ________________________________ Tamra Underwood, Mayor Leigh Lutz, Senior Vice President Attest: By:_____________________________ Miguel Jauregui Casanueva, Town Clerk [TOWN SEAL] 42 STATE OF COLORADO ) ) ss. TOWN OF AVON ) ) COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ___ day of ___________, 2025, by Tamra Underwood and Miguel Jauregui Casanueva,, as Mayor and Town Clerk, respectively, of Town of Avon, Colorado. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public My commission expires: **************** STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of ___________, 2025, by [______], as Vice President of [TRUSTEE], as Trustee. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public My commission expires: A-1 EXHIBIT A DESCRIPTION OF LEASED PROPERTY The Leased Property consists of the Site and the premises, buildings and improvements located thereon (with the exceptions noted below) as set forth below, as amended from time to time. Site: Address: Description of Project: B-1 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” as defined in Section 1.2 of this Lease and the following: (1) Liens for ad valorem taxes and special assessments not then delinquent, if applicable. (2) The Site Lease. (3) This Lease. (4) All other encumbrances appearing of record on the date hereof. C-1 EXHIBIT C BASE RENTALS SCHEDULE (1) Date Base Rentals Principal Component Base Rentals Interest Component Total Base Rentals Annual Base Rentals ________________ Footnotes on following page: __________________ C-2 (1) With respect to Certificates that were sold in the initial offering at a discount, the difference between the stated redemption price of such Certificates at maturity and the initial offering price of those Certificates to the public will be treated as “original issue discount” for federal income tax purposes and will constitute interest on the Certificates. The following portions of principal shall be treated as interest on the Certificates maturing on the following dates: Maturity Date Portion of Principal Component that is also Interest on Certificates (OID) Base Rental payments are due on June 1 and December 1 of each year during the Lease Term. The Base Rentals have been calculated on the basis of a 360-day year of twelve 30-day months and any recalculation of Base Rentals under Section 6.2(b) hereof shall be done on the same basis. If Base Rentals are stated to be due on any date that is not a Business Day, such Base Rentals shall be due on the next day that is a Business Day without the accrual of interest on Base Rentals between such dates. Statement Regarding the Leased Property The duration of the Lease, throughout the maximum Lease Term, does not exceed the weighted average useful life of the Leased Property and, to the extent that the Leased Property constitutes items of personal property, such items are considered paid from the first Base Rentals described above. D-1 EXHIBIT D FORM OF NOTICE OF LEASE RENEWAL To: [TRUSTEE], as Trustee Attention: Corporate Trust and Escrow Services The undersigned is the Town Representative of the Town of Avon, Colorado (the “Town”). The Town is the lessee under that certain Lease Purchase Agreement, dated as of [_________], 2025 (the “Lease”), between the Town and [TRUSTEE], solely in its capacity of Trustee under the Indenture, as the lessor thereunder. I am familiar with the facts herein certified and am authorized and qualified to certify the same. The undersigned hereby states and certifies: (a) the Town has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts authorized and directed to be used to pay all the Base Rentals and (2) sufficient amounts to pay such Additional Rentals as are estimated to become due, all as further provided in Sections 6.2, 6.3 and 6.4 of the Lease, whereupon, the Lease shall be renewed for the ensuing Fiscal Year; _______________ Initial or (b) the Town has determined not to renew the Lease for the ensuing Fiscal Year. _______________ Initial TOWN OF AVON, COLORADO By: Town Representative Date:____________________________________________ INDENTURE OF TRUST DATED AS OF SEPTEMBER [__], 2025 BY [TRUSTEE], As Trustee Attachment D i This Table of Contents is not a part of this Indenture and is only for convenience of reference TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ........................................................................................................ 3 Section 1.01 Certain Funds and Accounts. .......................................................................... 3 Section 1.02 Definitions....................................................................................................... 3 ARTICLE 2 THE CERTIFICATES ........................................................................................... 8 Section 2.01 Amount of the Certificates; Nature of the Certificates. .................................. 8 Section 2.02 Forms, Denominations, Maturities and Other Terms of Certificates.............. 8 Section 2.03 Execution; Global Book-Entry System. ........................................................ 10 Section 2.04 Delivery of Certificates. ................................................................................ 11 Section 2.05 Mutilated, Lost, Stolen or Destroyed Certificates. ....................................... 12 Section 2.06 Registration of Certificates; Persons Treated as Owners; Transfer and Exchange of Certificates. .............................................................................. 12 Section 2.07 Cancellation of Certificates. .......................................................................... 13 Section 2.08 Additional Certificates. ................................................................................. 13 Section 2.09 Uniform Commercial Code. .......................................................................... 14 ARTICLE 3 REVENUES AND FUNDS................................................................................... 15 Section 3.01 Segregation and Disposition of Proceeds of Certificates. ............................. 15 Section 3.02 Application of Revenues and Other Moneys. ............................................... 15 Section 3.03 Base Rentals Fund......................................................................................... 15 Section 3.04 Costs of Execution and Delivery Fund. ........................................................ 15 Section 3.05 Moneys to be Held in Trust. ......................................................................... 16 Section 3.06 Nonpresentment of Certificates. ................................................................... 16 Section 3.07 Repayment to the Town from the Trustee. ................................................... 16 ARTICLE 4 REDEMPTION OF CERTIFICATES ............................................................... 17 Section 4.01 Optional Redemption. ................................................................................... 17 Section 4.02 Mandatory Sinking Fund Redemption. ......................................................... 17 Section 4.03 Extraordinary Mandatory Redemption. ........................................................ 18 Section 4.04 Partial Redemption........................................................................................ 19 Section 4.05 Notice of Redemption. .................................................................................. 19 Section 4.06 Redemption Payments. ................................................................................. 20 ARTICLE 5 INVESTMENTS ................................................................................................... 21 Section 5.01 Investment of Moneys................................................................................... 21 Section 5.02 Method of Valuation and Frequency of Valuation. ...................................... 22 ARTICLE 6 DEFEASANCE AND DISCHARGE .................................................................. 23 Section 6.01 Defeasance and Discharge. ........................................................................... 23 ARTICLE 7 EVENTS OF INDENTURE DEFAULT AND REMEDIES ............................. 25 Section 7.01 Events of Indenture Default Defined. ........................................................... 25 Section 7.02 Remedies ....................................................................................................... 25 Section 7.03 Legal Proceedings by Trustee. ...................................................................... 25 Section 7.04 Discontinuance of Proceedings by Trustee. .................................................. 26 Section 7.05 Owners of Certificates May Direct Proceedings. ......................................... 26 Section 7.06 Limitations on Actions by Owners of Certificates. ...................................... 26 Section 7.07 Trustee May Enforce Rights Without Possession of Certificates. ................ 26 Section 7.08 Remedies Not Exclusive. .............................................................................. 27 ii Section 7.09 Delays and Omissions Not to Impair Rights................................................. 27 Section 7.10 Application of Moneys in Event of Indenture Default. ................................ 27 ARTICLE 8 CONCERNING THE TRUSTEE ....................................................................... 28 Section 8.01 Duties of the Trustee. .................................................................................... 28 Section 8.02 Liability of Trustee; Trustee’s Use of Agents............................................... 28 Section 8.03 Representations and Covenants of Trustee. .................................................. 30 Section 8.04 Compensation. .............................................................................................. 31 Section 8.05 Notice of Default; Right to Investigate. ........................................................ 31 Section 8.06 Obligation to Act on Defaults. ...................................................................... 31 Section 8.07 Reliance on Requisition, etc. ........................................................................ 32 Section 8.08 Trustee May Own Certificates. ..................................................................... 32 Section 8.09 Construction of Ambiguous Provisions. ....................................................... 32 Section 8.10 Resignation of Trustee. ................................................................................. 32 Section 8.11 Removal of Trustee. ...................................................................................... 33 Section 8.12 Appointment of Successor Trustee. .............................................................. 33 Section 8.13 Qualification of Successor. ........................................................................... 33 Section 8.14 Instruments of Succession............................................................................. 33 Section 8.15 Merger of Trustee. ........................................................................................ 33 Section 8.16 Intervention by Trustee. ................................................................................ 34 Section 8.17 Books and Record of the Trustee; Trustee Record Keeping. ........................ 34 Section 8.18 Environmental Matters.................................................................................. 34 ARTICLE 9 SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND SITE LEASE ...................................................................................................................... 35 Section 9.01 Supplemental Indentures and Amendments Not Requiring Certificate Owners’ Consent. .......................................................................................... 35 Section 9.02 Supplemental Indentures and Amendments Requiring Certificate Owners’ Consent. ........................................................................................................ 35 Section 9.03 Amendment of the Lease and the Site Lease. ............................................... 36 ARTICLE 10 MISCELLANEOUS ........................................................................................... 38 Section 10.01 Evidence of Signature of Owners and Ownership of Certificates. ............... 38 Section 10.02 Inspection of the Leased Property. ................................................................ 38 Section 10.03 Parties Interested Herein. .............................................................................. 38 Section 10.04 Titles, Headings, Etc. .................................................................................... 39 Section 10.05 Severability. .................................................................................................. 39 Section 10.06 Governing Law. ............................................................................................ 39 Section 10.07 Execution in Counterparts............................................................................. 39 Section 10.08 Notices. ......................................................................................................... 39 Section 10.09 Successors and Assigns................................................................................. 39 Section 10.10 Payments Due on Saturdays, Sundays and Holidays. ................................... 39 Section 10.11 Undertaking to Provide Ongoing Disclosure. ............................................... 39 Section 10.12 Electronic Storage. ........................................................................................ 40 EXHIBIT A - FORM OF CERTIFICATE A-1 1 INDENTURE OF TRUST THIS INDENTURE OF TRUST dated as of September [__], 2025 (this “Indenture”), is executed and delivered by [TRUSTEE], a national banking association duly organized and existing under the laws of the United States of America, solely in its capacity as trustee (the “Trustee”) for the benefit of the Owners of the Certificates as set forth in this Indenture. PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of this Indenture. RECITALS 1. This Indenture is being executed and delivered to provide for the execution, delivery and payment of and security for the Certificates, the proceeds of which will be used to finance the Project. The Certificates evidence undivided interests in the right to receive Revenues under the Lease. 2. Pursuant to the Lease, and subject to the rights of the Town to not appropriate the Base Rentals and Additional Rentals thereunder and, therefore, to not renew and to terminate the Lease and other limitations as therein provided, the Town is to pay certain Base Rentals directly to the Trustee, for the benefit of the Owners of the Certificates, in consideration of the Town’s right to possess and use the Leased Property. 3. The Trustee has entered into this Indenture for and on behalf of the Owners of the Certificates and the Trustee will hold the Revenues and the Leased Property and will exercise the Trustee’s rights under the Site Lease and the Lease for the equal and proportionate benefit of the Owners of the Certificates as described herein, and will disburse money received by the Trustee in accordance with this Indenture. 4. The proceeds from the sale of the Certificates to the Owners will be disbursed by the Trustee to implement the Project as described herein and in the Lease and for other purposes set forth herein. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that the Trustee, in consideration of the premises, the purchase of the Certificates by the Owners and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Certificates and all other amounts payable to the Owners with respect to the Certificates, to secure the performance and observance of all the covenants and conditions set forth in the Certificates and the Indenture, and to declare the terms and conditions upon and subject to which the Certificates are executed, delivered and secured, has executed and delivered this Indenture and has granted, assigned, pledged, bargained, sold, alienated, remised, released, conveyed, set over and confirmed, and by these presents does grant, assign, pledge, bargain, sell, alienate, remise, release, convey, set over 2 and confirm, in trust upon the terms set forth herein all and singular the following described property, franchises and income, including any title or interest therein acquired after these presents, all and singular the following described property, franchises and income, including any title therein acquired after these presents (collectively, the “Trust Estate”): (a) all rights, title and interest of the Trustee in, to and under the Site Lease and the Lease relating to the Leased Property, subject to Permitted Encumbrances (other than the Trustee’s rights to payment of its fees and expenses under the Site Lease and the Lease and the rights of third parties to Additional Rentals payable to them under the Lease); (b) all Revenues and any other receipts receivable by or on behalf of the Trustee pursuant to the Lease, including without limitation, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds; and (c) all money and securities from time to time held by the Trustee under this Indenture in the Base Rentals Fund, and the Costs of Execution and Delivery Fund (but not any defeasance escrow fund or account), any and all other property, revenues or funds from time to time hereafter by delivery or by writing of any kind specially granted, assigned or pledged as and for additional security hereunder, by any Person in favor of the Trustee, which shall accept any and all such property and hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD IN TRUST, NEVERTHELESS, the Trust Estate for the equal and ratable benefit and security of all Owners of the Certificates, without preference, priority or distinction as to lien or otherwise of any one Certificate over any other Certificate upon the terms and subject to the conditions hereinafter set forth. PROVIDED, HOWEVER, that if the principal of the Certificates, the premium, if any, and the interest due or to become due thereon, shall be paid at the times and in the manner mentioned in the Certificates, according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then, upon such final payments, this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Certificates are to be executed and delivered and all said property, rights, interests, revenues and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Trustee has agreed and covenanted, and does hereby agree and covenant, for the benefit of the Owners, as follows: 3 ARTICLE 1 DEFINITIONS Section 1.01 Certain Funds and Accounts. All references herein to any Funds and Accounts shall mean the Funds and Accounts so designated which are established pursuant to Article 3 hereof. Section 1.02 Definitions. All capitalized terms defined in Article 1 of the Lease shall have the same meaning in this Indenture. In addition, the following capitalized terms shall have the following meanings under this Indenture, provided, however, that in the event of any inconsistency, any term defined below shall have the meaning ascribed to it in the Lease: “Additional Certificates” means Additional Certificates which may be executed and delivered pursuant to this Indenture. “Additional Rentals” means the payment or cost of all: (a) (i) reasonable expenses and fees of the Trustee related to the performance or discharge of its responsibilities under the provisions of the Lease, the Site Lease or this Indenture, including the expenses of the Trustee in respect of any policy of insurance obtained in respect of the Certificates executed and delivered with respect to the Lease, (ii) the cost of insurance premiums and insurance deductible amounts under any insurance policy reasonably deemed necessary by the Trustee to protect the Trustee from any liability under the Lease, approved by the Town Representative, which approval shall not be unreasonably withheld, (iii) reasonable legal fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from and against any legal claims, and (iv) reasonable expenses and fees of the Trustee incurred at the request of the Town Representative; (b) taxes, assessments, insurance premiums, utility charges, maintenance, upkeep, repair and replacement with respect to the Leased Property and as otherwise required under the Lease; and (c) all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the Town shall fail to pay the same, as specifically set forth in the Lease) which the Town agrees to assume or pay as Additional Rentals under the Lease. Additional Rentals shall not include Base Rentals. “Approval of Special Counsel” means an opinion of Special Counsel to the effect that the matter proposed will not adversely affect the excludability from gross income for federal income tax purposes of the Interest Portion of the Base Rentals paid by the Town under the Lease. “Authorized Denominations” means $5,000 or integral multiples of $5,000. “Base Rentals” means the rental payments payable by the Town during the Lease Term, which constitute payments payable by the Town for and in consideration of the right to possess 4 and use the Leased Property as set forth in Exhibit C (Base Rentals Schedule) of the Lease. Base Rentals does not include Additional Rentals. “Base Rentals Fund” means the fund created under Section 3.03 hereof. “Beneficial Owners” means any person for which a DTC Participant acquires an interest in Certificates. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Cede & Co.” means DTC’s nominee or any new nominee of DTC. “Certificate Purchase Agreement” means the Certificate Purchase Agreement between the Underwriter and the Trustee relating to the Certificates. “Certificates” means the “Taxable Certificates of Participation, Series 2025, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of September [__], 2025, between [TRUSTEE], solely in its capacity as trustee under the Indenture, as lessor, and the Town of Avon, Colorado, as lessee” dated as of their date of delivery, executed and delivered pursuant to this Indenture. “Charter” means the home rule charter of the Town, and any amendments or supplements thereto. “Closing” means the date of execution and delivery of the Certificates. “Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the Site Lease and the Lease and related to the authorization, sale, execution and delivery of the Certificates and to be paid from the Costs of Execution and Delivery Fund, including but not limited to, survey costs, title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Site Lease and the Lease, costs of preparation and reproduction of documents, costs of printing the Certificates and the Preliminary and final Official Statements prepared in connection with the offering of the Certificates, costs of Rating Agencies and costs to provide information required by Rating Agencies for the rating or proposed rating of Certificates, initial fees and charges of the Trustee and Paying Agent, legal fees and charges, including fees and expenses of Bond Counsel, Special (Disclosure) Counsel, and Counsel to the Trustee, fees and disbursements of professionals and the Underwriter, fees and charges for preparation, execution and safekeeping of the Certificates, premiums for insurance on the Certificates, and any other cost, charge or fee in connection with the original sale and the execution and delivery of the Certificates; provided, however, that Additional Rentals shall not be Costs of Execution and Delivery of the Certificates and are to be paid by the Town as provided in the Lease. “Costs of Execution and Delivery Fund” means the fund created under Section 3.04 hereof. 5 “CRS” means Colorado Revised Statutes. “Council” means the Town Council of the Town or any successor to its functions. “Depository” means any securities depository as the Trustee may provide and appoint pursuant to Section 2.03 hereof, in accordance with then current guidelines of the Securities and Exchange Commission, which shall act as securities depository for the Certificates. “DTC” means the Depository Trust Company, New York, New York, and its successors and assigns. “DTC Participant(s)” means any broker-dealer, bank or other financial institution from time to time for which DTC holds Certificates as Depository. “Event(s) of Indenture Default” means those defaults specified in Section 7.01 of this Indenture. “Extraordinary Mandatory Redemption” means any redemption made pursuant to Section 4.03 hereof. “Federal Securities” means non-callable bills, certificates of indebtedness, notes or bonds which are direct obligations of, or the principal of and interest on which are unconditionally guaranteed by, the United States of America. “Finance Director” means the Finance Director of the Town or his or her successor in functions, if any. “Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar year and ends on December 31 of the same calendar year, or any other twelve month period which the Town or other appropriate authority hereafter may establish as the Town’s fiscal year. “Indenture” means this Indenture of Trust dated as of September [__], 2025, executed and delivered by the Trustee as the same may be hereafter amended or supplemented. “Interest Payment Date” means, in respect of the Certificates, June 1 and December 1, commencing [______]. “Lease” means the Lease Purchase Agreement dated as of September [__], 2025, between the Trustee, as lessor, and the Town, as lessee, as the same may be amended. “Leased Property” means the Site and the premises, buildings and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Lease, together with any and all additions and modifications thereto and replacements thereof, including, without limitation, the easements, rights of way, covenants and other rights set forth in the documents listed on Exhibit B attached thereto, and any New Facility. “Mayor” means the Mayor of the Town, or his or her successor in duties. 6 “New Facility” means any real property, buildings or equipment leased by the Town to the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant to a future amendment to the Lease in connection with the issuance of Additional Certificates. “Optional Redemption” means any redemption made pursuant to Section 4.01 hereof and as provided in the form of the Certificate set forth in Exhibit A hereto. “Optional Redemption Date” means the date of redemption of the Certificates upon Prepayment of Base Rentals or the payment of the Purchase Option Price under the Lease. “Outstanding” means, with respect to the Certificates, all Certificates executed and delivered pursuant to this Indenture as of the time in question, except: (a) All Certificates theretofore canceled or required to be canceled under Section 2.07 of this Indenture; (b) Certificates in substitution for which other Certificates have been executed and delivered under Section 2.05 or 2.06 of this Indenture; (c) Certificates which have been redeemed as provided in Article 4 of this Indenture; (d) Certificates for the payment or redemption of which provision has been made in accordance with Article 6 of this Indenture; provided that, if such Certificates are being redeemed, the required notice of redemption has been given or provision satisfactory to the Trustee has been made therefor; and (e) Certificates deemed to have been paid pursuant to Section 6.01 of this Indenture. “Owners” means the registered owners of any Certificates and Beneficial Owners. “Paying Agent” means the Trustee or any successor or additional paying agent appointed pursuant to this Indenture. “Permitted Investments” means those investments the Town is authorized to enter into under the Charter and the laws of the State of Colorado. “Prepayment” means any amount paid by the Town pursuant to the provisions of the Lease as a prepayment of the Base Rentals due thereunder. “Project” means, to the extent financed with the proceeds of the Certificates, the acquisition of certain real property and any improvements located thereon for Town purposes. “Regular Record Date” means the close of business on the 15th day of the calendar month immediately preceding the Interest Payment Date, whether or not a Business Day. “Revenues” means (a) all amounts payable by or on behalf of the Town or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, 7 Prepayments, the Purchase Option Price and Net Proceeds, but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund created under this Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under this Indenture (except for moneys and securities held in any defeasance escrow account). “Site” means the real property owned by the Town and leased by the Town to the Trustee under the Site Lease and subleased by the Trustee to the Town under the Lease, the legal description of which is set forth in Exhibit A to the Lease. “Site Lease” means the Site Lease Agreement, dated as of September [__], 2025, between the Town, as lessor, and the Trustee, as lessee, as the same may hereafter be amended. “Special Counsel” means any counsel experienced in matters of municipal law and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any successor publication. So long as the Lease Term is in effect, the Town shall have the right to select Special Counsel. “Supplemental Act” means the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. “Town” means the Town of Avon, Colorado. “Town Manager” means the Town Manager of the Town or his or her successor in function. “Town Representative” means the Mayor, the Town Manager, the Finance Director or such other person at the time designated to act on behalf of the Town for the purpose of performing any act under the Lease, the Site Lease or this Indenture by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Town by the Mayor. “Trust Estate” means all of the property placed in trust by the Trustee pursuant to the Granting Clauses hereof. “Trustee” means [TRUSTEE], solely in its capacity as Trustee under this Indenture for the benefit of the Owners of the Certificates and any Additional Certificates, and its successors and assigns. “Underwriter” means Piper Jaffray & Co., Denver, Colorado. 8 ARTICLE 2 THE CERTIFICATES Section 2.01 Amount of the Certificates; Nature of the Certificates. Except as provided in Section 2.08 hereof, the aggregate original principal amount of Certificates that may be executed and delivered pursuant to this Indenture shall be $[_____]. The Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other Revenues. The Certificates shall constitute a contract between the Trustee and the Owners. In no event shall any decision by the Council not to appropriate any amounts payable under the Lease be construed to constitute an action impairing such contract. The Certificates shall not constitute a mandatory charge or requirement of the Town in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the Town or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town, within the meaning of any constitutional, home rule charter or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the Town to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the Town’s then current Fiscal Year. Section 2.02 Forms, Denominations, Maturities and Other Terms of Certificates. The Certificates shall be in substantially the form attached hereto as Exhibit A and all provisions and terms of the Certificates set forth therein are incorporated in this Indenture. The Certificates shall be executed and delivered in fully registered form in Authorized Denominations not exceeding the aggregate principal amount stated to mature on any given date. The Certificates shall be numbered consecutively in such manner as the Trustee shall determine; provided that while the Certificates are held by a Depository, one Certificate shall be executed and delivered for each maturity bearing interest at the same interest rate of the Outstanding Certificates. The Certificates are executed and delivered under the authority of the Supplemental Act and shall so recite. Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of the Certificates after their delivery for value. The Certificates shall be dated September [__], 2025. The Certificates shall mature on the dates and in the amounts, with interest thereon at the rates, set forth below: 9 Maturity Date (December 1) Principal Amount Interest Rate TOTAL $ The Certificates shall bear interest from their date to maturity or prior redemption at the rates per annum set forth above, payable on each Interest Payment Date and calculated on the basis of a 360-day year of twelve 30-day months. The payment of principal, premium, if any, and interest represented by the Certificates shall be made in lawful money of the United States of America. The Certificates shall be subject to redemption prior to maturity, all as provided in Article 4 hereof. Except for any Certificates for which DTC is acting as Depository or for an Owner of $1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on all Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any Certificates for which DTC is acting as Depository, the principal of, premium, if any, and interest on such Certificates shall be payable as directed in writing by the Depository. In the case of an Owner of $1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on such Certificates shall be payable by wire transfer of funds to a bank account designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the Regular Record Date, irrespective of any transfer of ownership of Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of Certificates subsequent to such special 10 record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by electronic means or by first class mail postage prepaid at least ten (10) days prior to the special record date, to the Owner of each Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Section 2.03 Execution; Global Book-Entry System. Each Certificate shall be executed with the manual signature of a duly authorized representative of the Trustee. It shall not be necessary that the same authorized representative of the Trustee sign all of the Certificates executed and delivered hereunder. In case any authorized representative of the Trustee whose signature appears on the Certificates ceases to be such representative before delivery of the Certificates, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such authorized representative had remained as such authorized representative until delivery. No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit hereunder unless and until executed in the manner prescribed by this Section, and such execution of any Certificate shall be conclusive evidence that such Certificate has been properly executed and delivered hereunder. DTC may act as Depository for any Certificates. The Certificates for which DTC is acting as Depository shall be initially executed and delivered as set forth herein with a separate fully registered certificate (in printed or type-written form) for each of the maturities bearing interest at the same interest rate of the Certificates. Upon initial execution and delivery, the ownership of any Certificates for which DTC is acting as Depository shall be registered in the registration books kept by the Trustee, in the name of Cede & Co., as the nominee of DTC or such other nominee as DTC shall appoint in writing. The Trustee is hereby authorized to take any and all actions as may be necessary and not inconsistent with this Indenture in order to qualify any Certificates for the Depository’s book-entry system, including the execution of the Depository’s form of Representation Letter. With respect to any Certificates which shall or may be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the Trustee shall not have any responsibility or obligation to any DTC Participants or to any Beneficial Owners. Without limiting the immediately preceding sentence, the Trustee shall not have any responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (b) the delivery to any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Certificates, including any notice of redemption, or (c) the payment to any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of and premium, if any, or interest on the Certificates; except that so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, any Beneficial Owner of $1,000,000 or more in aggregate principal amount of Certificates who has filed a written request to receive notices, containing such Beneficial Owner’s name and address, with the Trustee shall be provided with all notices relating to such Certificates by the Trustee. 11 Except as set forth above, the Trustee may treat as and deem DTC to be the absolute Owner of each Certificate for which DTC is acting as Depository for all purposes, including payment of the principal of and premium and interest on such Certificate, giving notices of redemption and registering transfers with respect to such Certificates. The Trustee shall pay all principal of and interest on the Certificates only to or upon the order of the Owners as shown on the registration books kept by the Trustee or their respective attorneys duly authorized in writing and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to the principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown on the registration books kept by the Trustee, shall receive a Certificate. Upon delivery by DTC to the Beneficial Owner and the Trustee, a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to any Certificates at any time after giving written notice to the Trustee and discharging its responsibilities with respect thereto under applicable law. The Trustee, upon the written direction of the Town, may terminate the services of DTC with respect to any Certificates if it determines that DTC is unable to discharge its responsibilities with respect to such Certificates or that continuation of the system of book-entry transfers through DTC is not in the best interests of the Beneficial Owners, and the Trustee shall provide notice of such termination to the Trustee. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions of DTC in respect of the Certificates can be found which, in the opinion of the Town is willing and able to undertake such functions upon reasonable or customary terms, or if the Town determines that it is in the best interests of the Beneficial Owners of the Certificates that they be able to obtain certificated Certificates, the Certificates shall no longer be restricted to being registered in the registration books of the Trustee in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Certificates will be delivered to the Beneficial Owners. Section 2.04 Delivery of Certificates. Upon the execution and delivery of this Indenture, the Trustee is authorized to execute and deliver the Certificates to DTC or the purchaser thereof in the aggregate principal amounts, maturities and interest rates set forth in Section 2.01 hereof, as provided in this Section: (a) Before or upon the delivery by the Trustee of any of the Certificates, there shall be filed with the Trustee an originally executed counterpart of this Indenture, the Lease, the Site Lease, and a title insurance commitment or commitments (with a title insurance policy to be delivered in a timely fashion after the delivery of the Certificates) under which the Trustee’s leasehold interests in the Leased Property are insured; and 12 (b) Thereupon, the Trustee shall execute and deliver the Certificates to DTC or the purchasers thereof, upon payment to the Trustee of the purchase price set forth in the Certificate Purchase Agreement. Portions of such amounts so received shall be deposited in the Accounts in the Base Rentals Fund, and the Cost of Execution and Delivery Fund, all as provided in Article 3 hereof and in the Lease. Notwithstanding anything herein to the contrary, the Trustee is authorized to execute and transfer or cause to be transferred to DTC in advance of the date of execution and delivery of the Certificates, Certificates to effect the registration and delivery thereof to the Owners pending and subject to the delivery of the opinion of Special Counsel necessary to effect the delivery of the Certificates. Section 2.05 Mutilated, Lost, Stolen or Destroyed Certificates. In the event the Certificates are in the hands of DTC or Owners and one or more of the Certificates is mutilated, lost, stolen or destroyed, a new Certificate may be executed by the Trustee, of like date, series, maturity, interest rate and denomination as that mutilated, lost, stolen or destroyed; provided that the Trustee shall have received indemnity from DTC or the Owner of the Certificate, as the case may be, satisfactory to it and provided further, in case of any mutilated Certificate, that such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Certificate, that there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee. In the event that any such Certificate shall have matured, instead of executing and delivering a duplicate Certificate, the Trustee may pay the same without surrender thereof. The Trustee may charge DTC or the Owner of the Certificate, as the case may be, with its reasonable fees and expenses in connection herewith. Section 2.06 Registration of Certificates; Persons Treated as Owners; Transfer and Exchange of Certificates. Books for the registration and for the transfer of Certificates shall be kept by the Trustee which is hereby appointed the registrar. Upon surrender for transfer of any Certificate at the principal corporate trust office of the Trustee or at such other location as it shall designate, the Trustee shall execute and deliver in the name of the transferee or transferees a new Certificate or Certificates of the same series, of a like aggregate principal amount and interest rate and of the same maturity. Certificates may be exchanged at the principal corporate trust office of the Trustee or at such other location as it shall designate for an equal aggregate principal amount of Certificates of the same series, interest rate, and the same maturity of other Authorized Denominations. The Trustee shall execute and deliver Certificates which the Owner making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. All Certificates presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his or her attorney duly authorized in writing. The Trustee shall not be required to transfer or exchange any Certificate during the period of fifteen (15) days next preceding any Interest Payment Date nor to transfer or exchange any Certificate after the mailing of notice calling such Certificate for redemption has been made as herein provided, nor during the period of fifteen (15) days next preceding the mailing of such notice of redemption. 13 New Certificates delivered upon any transfer or exchange shall evidence the same obligations as the Certificates surrendered, shall be secured by this Indenture and entitled to all of the security and benefits hereof to the same extent as the Certificates surrendered. The person in whose name any Certificate shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either principal or interest on any Certificate shall be made only to or upon the written order of the Owner thereof or his, her or its legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge such Certificate to the extent of the sum or sums paid. The Trustee shall require the payment, by any Owner requesting exchange or transfer of Certificates, of any reasonable transfer fees, tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Section 2.07 Cancellation of Certificates. Whenever any outstanding Certificates shall be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment thereof or for or after replacement pursuant to Sections 2.05 or 2.06 hereof, such Certificates shall be promptly canceled and destroyed by the Trustee, such Certificates shall be promptly canceled and destroyed by the Trustee in accordance with customary practices of the Trustee and applicable record retention requirements. Section 2.08 Additional Certificates. So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth herein. The principal of any Additional Certificates shall mature on December 1 and the Interest Payment Dates therefor shall be the same as the Interest Payment Dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide moneys to pay any one or more of the following: (a) the costs of acquiring, constructing, improving and installing capital improvements of the Town, including any New Facility, or of acquiring a Site for any New Facility (and costs reasonably related thereto); (b) the costs of completing the Project or making, at any time or from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the Town may deem necessary or desirable, and as in accordance with the provisions of the Lease; or (c) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. 14 In such case, the Costs of Execution and Delivery of the Additional Certificates and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Additional Certificates may be executed and delivered only upon there being furnished to the Trustee: (a) Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Site Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and (b) A commitment or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased, if necessary, to reflect the amount of the Additional Certificates and all other Outstanding Certificates (or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property); and (c) A written opinion of Special Counsel to the effect that: (i) the execution and delivery of Additional Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; (ii) the excludability of interest from gross income for federal income tax purposes on Outstanding Certificates will not be adversely affected by the execution and delivery of the Additional Certificates being executed and delivered; and (iii) the sale, execution and delivery of the Additional Certificates, in and of themselves, will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations herein or in the Lease; and (d) Written directions from the underwriter or placement agent with respect of the Additional Certificates, together with written acknowledgment of the Town, to the Trustee to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. Each Additional Certificate executed and delivered pursuant to this Section shall evidence a proportionate interest in the rights to receive the Revenues under this Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. Section 2.09 Uniform Commercial Code. Subject to the registration provisions hereof, the Certificates shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the holders or owners of investment securities under the provisions of the Uniform Commercial Code-Investment Securities. The principal of and interest on the Certificates shall be paid, and the Certificates shall be transferable, free from and without regard to any equities, set-offs or cross-claims between or among the Town, the Trustee and the original or any intermediate owner of any Certificates. 15 ARTICLE 3 REVENUES AND FUNDS Section 3.01 Segregation and Disposition of Proceeds of Certificates. The proceeds of the Certificates (net of Underwriter’s discount and any original issue discount or plus any original issue premium) shall be accounted for as follows: (i) $[________] shall be deposited with the Town and used to finance the Project. (ii) $[_____] shall be deposited in the Costs of Execution and Delivery Fund and applied to the Costs of Execution and Delivery of the Lease, the Site Lease and the Certificates. Section 3.02 Application of Revenues and Other Moneys. (a) All Base Rentals payable under the Lease and other Revenues shall be paid directly to the Trustee. If the Trustee receives any other payments on account of the Lease, the Trustee shall immediately deposit the same as provided below. (b) Except for Net Proceeds to be applied pursuant to Section 10.02 of the Lease, the Trustee shall deposit all Revenues and any other payments received in respect of the Lease, immediately upon receipt thereof, to the Base Rentals Fund in an amount required to cause the aggregate amount on deposit therein to equal the amount then required to make the principal and interest payments due on the Certificates on the next Interest Payment Date. In the event that the Trustee receives Prepayments under the Lease, the Trustee shall apply such Prepayments to the Optional Redemption of the Certificates or portions thereof in accordance with Section 4.01 hereof. Section 3.03 Base Rentals Fund. A special fund is hereby created and established with the Trustee denominated the “Town of Avon, Colorado, 2025 Lease Purchase Agreement, Base Rentals Fund” which shall be used for the deposit of all Revenues, upon receipt thereof by the Trustee, except for Net Proceeds to be applied pursuant to Section 10.02 of the Lease. Moneys in the Base Rentals Fund shall be used solely for the payment of the principal of and interest on the Certificates whether on an Interest Payment Date, at maturity or upon prior redemption. The Base Rentals Fund shall be in the custody of the Trustee. Base Rental payments are due and payable to the Trustee on or before May 15 and November 15 annually. The Trustee shall withdraw sufficient funds from the Base Rentals Fund to pay the principal of and interest on the Certificates as the same become due and payable whether on an Interest Payment Date, at maturity or upon prior redemption, which responsibility, to the extent of the moneys therein, the Trustee hereby accepts. Any moneys held in the Base Rentals Fund shall be invested by the Trustee in accordance with Article 5 hereof. Section 3.04 Costs of Execution and Delivery Fund. A special fund is hereby created and established with the Trustee and denominated the “Costs of Execution and Delivery Fund.” 16 Upon the delivery of the Certificates there shall be deposited into the Costs of Execution and Delivery Fund from the proceeds of the Certificates the amounts directed by Section 3.01(c) hereof. Payments from the Costs of Execution and Delivery Fund shall be made by the Trustee in accordance with the closing memorandum prepared by the Underwriter. Any moneys held in the Costs of Execution and Delivery Fund shall be invested by the Trustee in accordance with Article 5 hereof. The Trustee shall transfer all moneys remaining in the Costs of Execution and Delivery Fund to the Town upon the final payment of all Costs of Execution and Delivery, as certified in writing by the Town Representative. Any such remaining amounts so transferred to the Town shall be deposited by the Town in the Base Rentals Fund or applied by the Town to pay costs of the Project. Section 3.05 Moneys to be Held in Trust. The ownership of the Base Rentals Fund, the Costs of Execution and Delivery Fund, and all accounts within such Funds and any other fund or account created hereunder (except defeasance escrow account) shall be held in trust by the Trustee for the benefit of the Owners of the Certificates. Section 3.06 Nonpresentment of Certificates. Any moneys deposited with the Trustee pursuant to the terms of this Indenture to be used for the payment of principal of, premium, if any, or interest on any of the Certificates and remaining unclaimed by the Owners of such Certificates for a period of three (3) years after the final due date of any Certificate, whether the final date of maturity or the final redemption date, shall, if the Town shall not at the time, to the knowledge of the Trustee, be in default with respect to any of the terms and conditions contained in this Indenture, in the Certificates or under the Lease, be paid to the Town and such Owners shall thereafter look only to the Town for payment and then only (a) to the extent of the amounts so received by the Town from the Trustee without interest thereon, (b) subject to the defense of any applicable statute of limitations and (c) subject to the Town’s Appropriation of such payment. After payment by the Trustee of all of the foregoing, if any moneys are then remaining under this Indenture, the Trustee shall pay such moneys to the Town as an overpayment of Base Rentals. Section 3.07 Repayment to the Town from the Trustee. After payment in full of the Certificates, the interest thereon, any premium thereon, the fees, charges and expenses of the Trustee, and all other amounts required to be paid hereunder, any amounts remaining in the Base Rentals Fund, the Costs of Execution and Delivery Fund, or otherwise held by the Trustee pursuant hereto (but excluding any defeasance escrow accounts) shall be paid to the Town upon the expiration or sooner termination of the Lease Term as a return of an overpayment of Base Rentals. 17 ARTICLE 4 REDEMPTION OF CERTIFICATES Section 4.01 Optional Redemption. The Certificates maturing on or prior to December 1, 20[__] shall not be subject to optional redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[__] shall be subject to redemption prior to their respective maturity dates at the option of the Town, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Town shall determine and by lot within a maturity, on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. In the case of a Prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the Town Representative pursuant to Section 6.2(b) of the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the Certificates that remain Outstanding after such Optional Redemption. For such confirmation, the Trustee may rely on a certification of the Town Representative or other person as provided in Section 8.07 hereof. Section 4.02 Mandatory Sinking Fund Redemption. (a) The Certificates are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest to the redemption date. Mandatory Sinking Fund Redemption. The Certificates maturing on December 1, 20[__], December 1, 20[__], December 1, 20[__] and December 1, 20[__] (the “Term Certificates”) are subject to mandatory sinking fund redemption as follows: The following principal amounts of the Certificates maturing December 1, 20[__], are subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of the following years: Redemption Date (December 1) Principal Amount 20[__] $[___] 20[__]* [___] _________________ *Final Maturity (b) On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to call the Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such Term Certificates) for redemption from the sinking fund on the next December 1, and give notice of such call without other instruction or notice from the Town. The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than 18 through the operation of the sinking fund) or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the Town. Section 4.03 Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of: (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) in the event that (1) the Leased Property is damaged or destroyed in whole or in part by fire or other casualty, or (2) title to, or the temporary or permanent use of, the Leased Property has been taken by eminent domain by any governmental body or (3) breach of warranty or any material defect with respect to the Leased Property becomes apparent or (4) title to or the use of all or any part of the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, shall be insufficient to pay in full, the cost of repairing or replacing the Leased Property, and the Town does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to this Indenture for such purpose, then the Certificates shall be required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under this Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in Section 8.01(d) of this Indenture, without any further demand or notice, shall, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates shall be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys shall be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys shall be paid to the Town as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise 19 of any of such remedies, the Trustee shall be entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED PURSUANT TO THIS SECTION 4.03 FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT SHALL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE RELATED CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE TOWN. Section 4.04 Partial Redemption. The Certificates shall be redeemed only in integral multiples of $5,000. The Trustee shall treat any Certificate of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificate by $5,000. Upon surrender of any Certificate for redemption in part, the Trustee shall execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Section 4.05 Notice of Redemption. Whenever Certificates are to be redeemed under any provision of this Indenture, the Trustee shall, not less than thirty (30) and not more than sixty (60) days prior to the redemption date (except for Extraordinary Mandatory Redemption under Section 4.03, which notice shall be immediate), mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository. In addition, the Trustee shall at all reasonable times make available to the Town and any Certificate Owner, including the Depository, if applicable, information as to Certificates which have been redeemed or called for redemption. Any notice of redemption shall: (1) identify the Certificates to be redeemed; (2) specify the redemption date and the redemption price; (3) in the event the redemption is occurring under Section 4.01 hereof, state that the Town has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease; (4) state that such redemption is subject to the deposit of the funds related to such option by the Town on or before the stated redemption date; and 20 (5) state that on the redemption date the Certificates called for redemption will be payable at the principal corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificate Owners, provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established pursuant to this Indenture. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Certificates so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the owners of the Certificates called for redemption in the same manner as the original redemption notice was given. Section 4.06 Redemption Payments. On or prior to the date fixed for redemption, funds shall be deposited with the Trustee to pay the Certificates called for redemption, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to this Indenture (which, in certain cases as set forth above may be less than the full principal amount of the Outstanding Certificates and accrued interest thereon to the redemption date), interest on the Certificates or portions thereof thus called shall no longer accrue after the date fixed for redemption. Payments in full redemption shall be accompanied by a written designation prepared by the Trustee stating the portions of the payment representing principal, interest, and premium, if any. 21 ARTICLE 5 INVESTMENTS Section 5.01 Investment of Moneys. The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment absent a receipt of written notice or information to the contrary. All moneys held as part of the Base Rentals Fund, the Costs of Execution and Delivery Fund, or any other fund or account created hereunder (other than any defeasance escrow accounts) shall be deposited or invested and reinvested by the Trustee, at the written direction of the Town, in Permitted Investments; provided, however, that the Trustee shall make no deposits or investments of any fund or account created hereunder which shall interfere with or prevent withdrawals for the purpose for which the moneys so deposited or invested were placed in trust hereunder or for payment of the Certificates at or before maturity or interest thereon as required hereunder. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank or trust company under common control with the Trustee. Deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in the Base Rentals Fund is insufficient to pay the principal of and interest on the Certificates when due, or whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. The Trustee hereby agrees to secure and retain the documentation with respect to investments of moneys in the funds and accounts created under this Indenture as required by and as described in the Tax Certificate. The Trustee may rely upon the Town’s written direction as to both the suitability and the legality of the directed investments, and shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Article V. The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when a transfer is required or permitted by the provisions of this Indenture. If the Trustee is not provided written directions concerning investment of moneys held in the Funds, the Trustee shall invest in a money market fund available to the Trustee, provided such investment matures or are subject to redemption prior to the date such funds will be needed. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the Town shall confirm that the investment transactions identified therein accurately reflect the investment directions of the Town, unless the Town notifies the Trustee in writing to the contrary within thirty (30) days of the date of delivery of such statement. The Trustee may make any and all such investments through its trust department, and it is specifically provided herein that the Trustee may purchase or invest in shares of any investment 22 company provided that such investments are Permitted Investments at the time of such investment and that such investments: (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial or other services for compensation); (ii) invests substantially all of its assets in short term high quality money market instruments, limited to obligations issued or guaranteed by the United States, or repurchase agreements backed by such obligations; and (iii) maintains a constant asset value per share. The Trustee is specifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, which may be deducted from income earned on investments. Section 5.02 Method of Valuation and Frequency of Valuation. In computing the amount in any fund or account (except defeasance escrows), Permitted Investments shall be valued at the market price, exclusive of accrued interest. With respect to all funds and accounts (except defeasance escrows), valuation shall occur as of December 31 of each year. 23 ARTICLE 6 DEFEASANCE AND DISCHARGE Section 6.01 Defeasance and Discharge. (a) When the principal or redemption price (as the case may be) of, and interest on, all the Certificates executed and delivered hereunder have been paid or provision has been made for payment of the same (or, in the case of redemption of the Certificates pursuant to Section 4.03 of this Indenture, if full or partial payment of the Certificates and interest thereon is made as provided in Section 4.03 of this Indenture), together with all other sums payable hereunder relating to the Certificates (including the fees and expenses of the Trustee), then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Town to the Trustee and to the Owners shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall (1) release the Site Lease and transfer and convey the Trustee’s leasehold interest in the Leased Property to the Town as provided by Article 12 of the Lease, (2) release the Lease and this Indenture, (3) execute such documents to evidence such releases as may be reasonably required by the Town, and (4) turn over to the Town all balances then held by the Trustee in the Funds or Accounts hereunder except for amounts held in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates, the particular Certificates (or portion thereof) for which provision for payment shall have been considered made shall be selected by the Town. (b) Provision for the payment of all or a portion of the Certificates shall be deemed to have been made when the Trustee holds in the Base Rentals Fund, or there is on deposit in a separate escrow account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, and/or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, concurrently deposited in trust, shall be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof, as the case may be. Prior to any discharge of this Indenture pursuant to this Section or the defeasance of any Certificates pursuant to this Section becoming effective, there shall have been delivered to the Trustee a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the applicable Certificates in full on the maturity or redemption date thereof unless fully funded with cash. (c) Neither the Federal Securities nor the moneys deposited in the Base Rentals Fund or separate escrow account or trust account pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal of, premium, if any, and interest on the Certificates or portions thereof; provided, however, that other Federal Securities and moneys may be substituted for the Federal Securities and moneys so deposited prior to their use for such purpose. (d) Whenever moneys or Federal Securities shall be deposited with the Trustee or a separate escrow agent for the payment or redemption of any Certificates more than forty-five (45) days prior to the date that such Certificates are to mature or be redeemed, the Trustee shall 24 mail a notice stating that such moneys or Federal Securities have been deposited and identifying the Certificates for the payment of which such moneys or Federal Securities are being held, to all Owners of Certificates for the payment of which such moneys or Federal Securities are being held, or if such Certificates are registered in the name of the Depository, such notice may be sent, in the alternative, by electronic means in accordance with the regulations of the Depository. (e) At such time as any Certificate shall be deemed paid as provided in (b) above, such Certificate shall no longer be secured by or entitled to the benefits of this Indenture, the Lease or the Site Lease, except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. 25 ARTICLE 7 EVENTS OF INDENTURE DEFAULT AND REMEDIES Section 7.01 Events of Indenture Default Defined. Each of the following shall be an Event of Indenture Default: (a) failure to pay the principal of or premium, if any, on any Certificate when the same shall become due and payable, whether at the stated maturity thereof or upon proceedings for redemption; (b) failure to pay any installment of interest on any Certificate when the same shall become due and payable; (c) the occurrence of an Event of Nonappropriation; or (d) the occurrence of an Event of Lease Default. Upon the occurrence of any Event of Indenture Default of which the Trustee is required to take notice or receive notice pursuant to Section 8.05, the Trustee shall give notice thereof to the Owners of the Certificates. The Trustee shall waive any Event of Nonappropriation which is cured by the Town within thirty (30) days of the receipt of notice by the Trustee as provided by Section 6.4(b) of the Lease, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. The Trustee may waive any Event of Nonappropriation which is cured by the Town within a reasonable time with the procedure described in the preceding sentence. Section 7.02 Remedies If any Event of Indenture Default occurs and is continuing, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d) hereof, without any further demand or notice, enforce for the benefit of the Owners of the Certificates each and every right of the Trustee as the lessee under the Site Lease and the lessor under the Lease. In exercising such rights of the Trustee and the rights given the Trustee under this Article 7 and Article 8, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d) hereof, take such action as, in the judgment of the Trustee, upon advice of its counsel, would best serve the interests of the Owners of the Certificates, including calling the Certificates for redemption prior to their maturity in the manner and subject to the provisions of Article 4 hereof and exercising the Lease Remedies provided in the Lease, provided however that such action shall not include consequential or punitive damages against the Town. Section 7.03 Legal Proceedings by Trustee. If any Event of Indenture Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of all Outstanding Certificates and receipt of indemnity to its satisfaction, shall, in its capacity as Trustee hereunder: (a) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners of the Certificates, including enforcing any rights of the Trustee in respect 26 of the Trustee’s leasehold interests in the Leased Property including its rights as lessor under the Lease and as lessee under the Site Lease and its rights under this Indenture and to enforce the provisions of this Indenture and any collateral rights hereunder for the benefit of the Owners of the Certificates; or (b) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of the Certificates; or (c) Take any other action at law or in equity that may appear necessary or desirable to enforce the rights of the Owners of the Certificates. Section 7.04 Discontinuance of Proceedings by Trustee. If any proceeding commenced by the Trustee on account of any Event of Indenture Default is discontinued or is determined adversely to the Trustee, then the Owners of the Certificates shall be restored to their former positions and rights hereunder as though no such proceeding had been commenced. Section 7.05 Owners of Certificates May Direct Proceedings. The Owners of a majority in aggregate principal amount of Outstanding Certificates shall have the right, after furnishing indemnity satisfactory to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such direction shall not be in conflict with any rule of law or with this Indenture or unduly prejudice the rights of minority Owners of the Certificates. Section 7.06 Limitations on Actions by Owners of Certificates. No Owner of the Certificates shall have any right to pursue any remedy hereunder unless: (a) the Trustee shall have been given written notice of a default pursuant to Section 8.05, and such default becomes an Event of Indenture Default; (b) the Owners of at least a majority in aggregate principal amount of all Outstanding Certificates shall have requested the Trustee, in writing, to exercise the powers hereinabove granted to or pursue such remedy in its or their name or names; (c) the Trustee shall have been offered indemnity satisfactory to it as provided in Section 8.01(d) hereof; and (d) the Trustee shall have failed to comply with such request within a reasonable time. Notwithstanding the foregoing provisions of this Section or any other provision of this Indenture, the obligation of the Trustee shall be absolute and unconditional to pay hereunder, but solely from the Revenues pledged under this Indenture, the principal of, premium, if any, and interest on the Certificates to the respective Owners thereof on the respective due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment. Section 7.07 Trustee May Enforce Rights Without Possession of Certificates. All rights under this Indenture and the Certificates may be enforced by the Trustee without the 27 possession of any Certificates or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Certificates. Section 7.08 Remedies Not Exclusive. Subject to any express limitations contained herein, no remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 7.09 Delays and Omissions Not to Impair Rights. No delays or omissions in respect of exercising any right or power accruing upon any default shall impair such right or power or be a waiver of such default, and every remedy given by this Article 7 may be exercised from time to time and as often as may be deemed expedient. Section 7.10 Application of Moneys in Event of Indenture Default. Any moneys received, collected or held by the Trustee following an Indenture Event of Default and any other moneys held as part of the Trust Estate (except for moneys held in any defeasance escrow account) shall be applied in the following order: (a) To the payment of the reasonable costs of the Trustee, including, but not limited to, its Counsel fees, and disbursements of the Trustee, and the payment of its reasonable compensation, including any amounts remaining unpaid; (b) To the payment of interest then owing on the Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of interest ratably, without preference or priority of one Certificate over another or of any installment of interest over any other installment of interest; and (c) To the payment of principal or redemption price (as the case may be) then owing on the Outstanding Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or redemption price ratably, without preference or priority of one Certificate over another. The surplus, if any, shall be paid to the Town. 28 ARTICLE 8 CONCERNING THE TRUSTEE Section 8.01 Duties of the Trustee. (a) The Trustee hereby accepts the provisions of the Site Lease, the Lease and this Indenture and accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the express terms and conditions set forth in the Site Lease, the Lease and this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) The Trustee hereby covenants for the benefit of the Owners of the Certificates that the Trustee will observe and comply with its obligations under the Site Lease, the Lease and this Indenture. (c) The Trustee shall at all times, to the extent permitted by law, defend, preserve and protect its interest in the Leased Property and the other property or property rights included in the Trust Estate and all the rights of the Owners under this Indenture against all claims and demands of all persons whomsoever. (d) The Trustee, prior to the occurrence of an Event of Indenture Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Lease and in this Indenture. If an Event of Indenture Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and power vested in it by the Lease and this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in conducting such person’s affairs in exercising any rights or remedies or performing any of its duties hereunder. Before taking any action hereunder the Trustee may require that satisfactory indemnity be furnished to it by the Certificate Owners for the reimbursement of all costs and expenses which it may incur and to protect it against all liability, including, but not limited to, any liability arising directly or indirectly under any federal, state or local statute, rule, law or resolution related to the protection of the environment or hazardous substances, except liability which may result from its negligence or willful misconduct, by reason of any action so taken. Section 8.02 Liability of Trustee; Trustee’s Use of Agents. (a) The Trustee shall be liable only for its own negligence or willful misconduct. However, the Trustee shall not be liable for any error of judgment made in good faith, provided the Trustee was not negligent in ascertaining the pertinent facts. (b) The Trustee may exercise any powers under this Indenture and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to the advice or opinion of Counsel concerning all matters involving the Trustee’s duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may rely and act upon the opinion or advice of Counsel engaged by the Trustee in the exercise of reasonable care without liability for any loss or damage resulting from any action or omission taken in good faith reliance upon that opinion or advice. 29 (c) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct, and shall not be answerable for any negligent act of its attorneys, agents or receivers which have been selected by the Trustee with due care. (d) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Leased Property. (e) The Trustee shall not be liable for actions taken at the direction of Owners pursuant to the provisions of Article 7. (f) Any person hired by the Trustee to enforce Lease Remedies shall be considered the Trustee’s agent for the purposes of this Section. (g) The Trustee shall not be responsible for any recital herein or in the Certificates (except in respect to the execution of the Certificates on behalf of the Trustee), or for the recording or rerecording, filing or refiling of the Site Lease, the Lease or this Indenture or of any supplements thereto or hereto or any financing statement (other than continuation statements) in connection therewith, or for insuring the project, for collecting any insurance moneys, or for the sufficiency of the security for the Certificates issued hereunder or intended to be secured hereby, or for the value of or title to the Leased Property, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Town, except as provided herein; but the Trustee may require of the Town full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the Town under the Site Lease or the Lease; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Indenture. (h) The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof (except for funds and investments held by the Trustee), or the validity or sufficiency of this Indenture or of the Certificates. The Trustee shall not be accountable for the use of any Certificates executed and delivered hereunder. The Trustee shall not be accountable for the use or application of any Certificates or the proceeds thereof or of any money paid to or upon the order of the Town under any provisions of this Indenture or the Lease. (i) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Town by the Town Representative or such other person as may be designated for such purpose by ordinance or resolution of the Council, as sufficient evidence of the facts therein contained, and before the occurrence of a default of which the Trustee has been notified as provided in Section 8.05 or of which by said subsection it is deemed to have been notified, the Trustee may rely upon a similar certificate to the effect that any particular dealing, transaction, or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. 30 (j) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee shall not be under any liability for interest on any moneys received hereunder except that the Trustee is responsible for investing moneys in funds held hereunder in compliance with the written investment direction of the Town. (k) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (l) Notwithstanding anything in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand in respect of the execution and delivery of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Town to the execution and delivery of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee. (m) Notwithstanding any other provision hereof, the Trustee shall not be required to advance any of its own funds in the performance of its obligations hereunder or any other documents related to this Indenture, but may if it has received assurances from the Owners of the Certificates or indemnity from the Owners of the Certificates satisfactory to it that it will be repaid. (n) The Trustee shall have no responsibility with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the Certificates except to the extent that such statement was provided by the Trustee or describes the Trustee’s duties under this Indenture. (o) The Trustee is authorized and directed to enter into the Site Lease and the Lease, solely in its capacity as Trustee under this Indenture. (p) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be required, to inspect any and all books, papers and records of the Town pertaining to the Leased Property and the Certificates, and to take such memoranda from and in regard thereto as may be desired. Section 8.03 Representations and Covenants of Trustee. The Trustee represents, warrants and covenants as follows: (a) So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Site Lease or the Lease or as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee’s right, title and interest in and to (i) the Lease or the Site Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and attendant rights and obligations which may be derived under the Lease or the Site Lease and/or (iii) the Leased Property and any reversion therein or any of 31 the Trustee’s other rights under the Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in the Trustee’s right, title and interest in, to and under the Lease or the Site Lease or the Leased Property except for Permitted Encumbrances. (b) Neither the execution and delivery of the Lease and the Site Lease or this Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. (c) To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute the Lease and the Site Lease or to execute this Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has been disclosed in writing to the Town on or prior to the date this Indenture is executed and delivered. (d) The Trustee covenants and agrees to comply with any applicable requirements for the Trustee set forth in the Tax Certificate as directed in writing by the Town. Section 8.04 Compensation. The Trustee shall be entitled to payment and reimbursement for its reasonable fees and expenses for its services rendered hereunder as and when the same become due and all expenses reasonably and necessarily made or incurred by the Trustee in connection with such services as and when the same become due, as provided in Section 6.2 of the Lease. Should it become necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary costs and expenses are occasioned by negligence or willful misconduct of the Trustee, it shall not be entitled to compensation or reimbursement therefor. The rights of the Trustee to payments pursuant to this Section shall be superior to the rights of the Owners with respect to the Trust Estate. Section 8.05 Notice of Default; Right to Investigate. If an Event of Indenture Default occurs of which the Trustee is deemed to have notice pursuant to this Section, the Trustee shall, within thirty (30) days after it receives notice thereof, give written notice by first class mail to the Owners of the Certificates of all Events of Indenture Default known to the Trustee and send a copy of such notice to the Town, unless such defaults have been remedied. The Trustee shall not be required to take notice or be deemed to have notice of any default unless it has actual knowledge thereof or has been notified in writing of such default by the Town or the Owners of at least 25% in aggregate principal amount of the Outstanding Certificates. The Trustee may, however, at any time request the Town to provide full information as to the performance of any covenant under the Lease; and, if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into any matter related to the Site Lease, the Lease and the Leased Property. Section 8.06 Obligation to Act on Defaults. If any Event of Indenture Default shall have occurred and be continuing of which the Trustee has actual knowledge or notice pursuant to 32 8.05, the Trustee shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of his or her own affairs; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity satisfactory to it for the reimbursement of all costs and expenses (including, without limitation, attorney’s fees and expenses) to which it may be put and to protect it against all liability which may incur in or by reason of such action, except liability which is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken.. Section 8.07 Reliance on Requisition, etc. The Trustee may conclusively rely and shall be fully protected from acting on any written requisition, resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Indenture; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate shall be conclusive and binding upon all future Owners of the same Certificate and upon any Certificates delivered in place thereof. The Trustee shall be entitled to rely upon opinions of Counsel and shall not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. Section 8.08 Trustee May Own Certificates. The Trustee may in good faith buy, sell, own and hold any of the Certificates and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not the party to this Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Town provided that if the Trustee determines that any such relation is in conflict with its duties under this Indenture, it shall eliminate the conflict or resign as Trustee. Section 8.09 Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of this Indenture, and any such construction by the Trustee shall be binding upon the Owners. In construing any such provision, the Trustee will be entitled to rely upon opinions of Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. Section 8.10 Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Indenture by written resignation filed with the Town not less than sixty (60) days before the date when it is to take effect; provided notice of such resignation is sent by electronic means or mailed by registered or certified mail to the Owner of each Outstanding Certificate at the address shown on the registration books. Such resignation shall take effect only upon the appointment of a successor Trustee. If no successor Trustee is appointed within sixty (60) days following the date designated for the resignation of the Trustee, the resigning Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee. The rights of the 33 Trustee to be held harmless, to insurance proceeds, or to other amounts due arising prior to the date of such resignation shall survive resignation. Section 8.11 Removal of Trustee. Any Trustee hereunder may be removed at any time, after payment of all outstanding fees and expenses of the Trustee being so removed, by the Town or by the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, upon written notice being filed with the Trustee, the Town and the Owner of each Outstanding Certificate at the address shown on the registration books. Such removal shall take effect only upon the appointment of a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds or to other amounts due arising prior to the date of such removal shall survive removal. Section 8.12 Appointment of Successor Trustee. If the Trustee or any successor trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Town shall appoint a successor, and shall cause a notice of such appointment to be mailed by registered or certified mail to the Owners of all Outstanding Certificates at the address shown on the registration books. If the Town fails to make such appointment within thirty (30) days after the date notice of resignation is filed, the Owners of a majority in aggregate principal amount of the Certificates then Outstanding may do so. If the Owners have failed to make such appointment within thirty (30) days after the date notice of resignation is filed, the Trustee may petition a court of competent jurisdiction to make such appointment. Section 8.13 Qualification of Successor. Any successor trustee shall be a national or State bank with trust powers or a bank and trust company or a trust company, in each case having capital and surplus of at least $50,000,000, if there be one able and willing to accept the trust on reasonable and customary terms. Section 8.14 Instruments of Succession. Any successor trustee shall execute, acknowledge and deliver to the Town an instrument accepting such appointment under this Indenture; and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in the trust under this Indenture, with like effect as if originally named Trustee herein and thereupon the duties and obligations of the predecessor shall cease and terminate. The Trustee ceasing to act under this Indenture shall, upon the payment of the fees and expenses owed to the predecessor Trustee, pay over to the successor trustee all moneys held by it under this Indenture; and, upon request of the successor trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to the successor trustee all the estates, properties, rights, powers and trusts under this Indenture of the Trustee ceasing to act. Section 8.15 Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any sale, merger or consolidation of its corporate trust business to which any Trustee hereunder shall be a party, shall be the successor trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. 34 Section 8.16 Intervention by Trustee. In any judicial proceeding to which the Trustee or the Town is a party and which, in the opinion of the Trustee and its Counsel, has a substantial bearing on the interests of Owners of the Certificates, the Trustee may intervene on behalf of the Owners and shall do so if requested in writing by the Owners of at least a majority in aggregate principal amount of Outstanding Certificates and upon being furnished satisfactory indemnity. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Section 8.17 Books and Record of the Trustee; Trustee Record Keeping. The Trustee shall keep such books and records relating to the Site Lease and the Lease and Funds and Accounts created under this Indenture as shall be consistent with industry practice and make such books and records available for inspection by the Town, at all reasonable times and for six years following the discharge of this Indenture according to Article 6 hereof. Section 8.18 Environmental Matters. Any real property or interest in real property constituting any portion of the Trust Estate shall be subject to the following provisions: (a) The Trustee’s responsibilities for any interest in real property constituting any portion of the Trust Estate, prior to an Event of Indenture Default, shall be performed as Trustee on behalf of the Owners of the Certificates without any duty to monitor or investigate whether the real property constituting any portion of the Trust Estate complies with environmental laws or is subject to any Hazardous Substance. (b) Following an Event of Indenture Default, if the Trustee determines that the release, threatened release, use, generation, treatment, storage or disposal of any Hazardous Substance on, under or about real property constituting any portion of the Trust Estate gives rise to any liability or potential liability under any federal, State, local or common law, or devalues or threatens to devalue such real property, the Trustee may take whatever action is deemed necessary by the Trustee to address the threatened or actual releases of Hazardous Substances, or to bring about or maintain such real property’s compliance with federal, State or local environmental laws and regulations. 35 ARTICLE 9 SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND SITE LEASE Section 9.01 Supplemental Indentures and Amendments Not Requiring Certificate Owners’ Consent. The Trustee may, with the written consent of the Town, but without the consent of or notice to the Owners, enter into such indentures or agreements supplemental hereto, for any one or more or all of the following purposes: (a) to grant additional powers or rights to the Trustee; (b) to make any amendments necessary or desirable to obtain or maintain a rating from any Rating Agency rating the Certificates; (c) to authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in Section 2.08 hereof; or (d) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity, or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or to make such other amendments to this Indenture which do not materially adversely affect the interests of the Owners of the Certificates. Section 9.02 Supplemental Indentures and Amendments Requiring Certificate Owners’ Consent. (a) Exclusive of supplemental indentures and amendments covered by Section 9.01 hereof, the written consent of the Town and the consent of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, shall be required for any indenture or indentures supplemental hereto. (b) Notwithstanding the foregoing, without the consent of the Owners of all of the Certificates at the time Outstanding nothing herein contained shall permit, or be construed as permitting: (i) A change in the terms of redemption or maturity of the principal amount of or the interest on any Outstanding Certificate, or a reduction in the principal amount of or premium payable upon any redemption of any Outstanding Certificate or the rate of interest thereon, without the consent of the owner of such Certificate; (ii) The deprivation of the Owner of any Certificate then Outstanding of the interest created by this Indenture (other than as originally permitted hereby) without the consent of the Owner of such Certificate; (iii) A privilege or priority of any Certificate or Certificates over any other Certificate or Certificates (except with respect to the possible subordination of Additional Certificates); or 36 (iv) A reduction in the aggregate principal amount of the Certificates required for consent to such supplemental indenture. If at any time the Town shall request the Trustee to enter into a supplemental indenture which requires the consent of the Certificate Owners as provided herein, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed to the Registered Owners of the Certificates at the addresses last shown on the registration records of the Trustee. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Certificate Owners. If, within 60 days or such longer period as shall be prescribed by the Town following the mailing of such notice, the required consents have been furnished to the Trustee as herein provided, no Certificate Owner shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee from executing the same or from taking any action pursuant to the provisions thereof. Section 9.03 Amendment of the Lease and the Site Lease. (a) The Trustee and the Town shall have the right to amend the Lease and the Site Lease without the consent of or notice to the Owners of the Certificates, for one or more of the following purposes: (1) to add covenants of the Trustee or the Town or to grant additional powers or rights to the Trustee; (2) to make any amendments necessary or desirable to obtain or maintain a rating from any Rating Agency of the Certificates; (3) in order to more precisely identify the Leased Property, including any substitutions, additions or modifications to the Leased Property as the case may be, as may be authorized under the Site Lease and the Lease; (4) to make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with Section 2.08 hereof; or (6) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained therein or in any amendment thereto which may be defective or inconsistent with any other provision contained therein or herein or in any amendment thereto or to make such other amendments to the Lease or the Site Lease which do not materially adversely affect the interests of the Owners of the Certificates. (b) If Town proposes to amend the Lease or the Site Lease in such a way as would materially adversely affect the interests of the Owners of the Certificates, the Trustee shall notify the Owners of the Certificates of the proposed amendment and may consent thereto only with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates; provided, that the Trustee shall not, without the unanimous consent of the Owners 37 of all Certificates Outstanding, consent to any amendment which would (1) decrease the amounts payable in respect of the Lease, or (2) change the Base Rentals Payment Dates or (3) change any of the prepayment provisions of the Lease. 38 ARTICLE 10 MISCELLANEOUS Section 10.01 Evidence of Signature of Owners and Ownership of Certificates. Any request, consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys appointed in writing. Proof of the execution of any such instrument or of an instrument appointing any such attorney, or the ownership of Certificates shall be sufficient (except as otherwise herein expressly provided) if made in the following manner, but the Trustee may, nevertheless, in its discretion require further or other proof in cases where it deems the same desirable: (a) The fact and date of the execution by any Owner or his attorney of such instrument may be proved by the certificate of any officer authorized to take acknowledgments in the jurisdiction in which he purports to act that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before a notary public. (b) The fact of the owning by any person of Certificates and the amounts and numbers of such Certificates, and the date of the owning of the same, may be proved by a certificate executed by any trust company, bank or bankers, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank or to such bankers, as the property of such party, the Certificates therein mentioned, if such certificate shall be deemed by the Trustee to be satisfactory. The Trustee may, in its discretion, require evidence that such Certificates have been deposited with a bank, bankers or trust company before taking any action based on such ownership. In lieu of the foregoing the Trustee may accept other proofs of the foregoing as it shall deem appropriate. Any request or consent of the owner of any Certificate shall be conclusive upon and shall bind all future owners of such Certificate and of any Certificate issued upon the transfer or exchange of such Certificate in respect of anything done or suffered to be done by the Town, the Trustee in accordance therewith, whether or not notation of such consent or request is made upon any such Certificate. Section 10.02 Inspection of the Leased Property. Under the Lease, the Trustee and its duly authorized agents (a) have the right, but not the duty, on reasonable notice to the Town, at all reasonable times, to examine and inspect the Leased Property (subject to such regulations as may be imposed by the Town for security purposes) and (b) are permitted, but have no obligation, at all reasonable times, to examine the books, records, reports and other papers of the Town with respect to the Leased Property. Section 10.03 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person other than the Town, the Trustee, and the Owners any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation of this Indenture; and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Trustee shall be for the sole and exclusive benefit of the Town, the Trustee, and the Owners. 39 Section 10.04 Titles, Headings, Etc. The titles and headings of the articles, sections and subdivisions of this Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions of this Indenture. Section 10.05 Severability. In the event any provision of this Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Indenture. Section 10.06 Governing Law. This Indenture shall be governed and construed in accordance with the laws of the State of Colorado without regard to choice of law analysis. Section 10.07 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.08 Notices. All notices, certificates or other communications to be given hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: if to the Trustee, [TRUSTEE] 1670 Broadway Denver, CO 80202 Attention: Corporate Trust and Escrow Services if to the Town, Town of Avon, Colorado 100 Mikaela Way Avon, Colorado 81620 Attention: Finance Director The Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 10.09 Successors and Assigns. All the covenants, promises and agreements in this Indenture contained by or on behalf of the Trustee shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. Section 10.10 Payments Due on Saturdays, Sundays and Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Indenture, shall be a day other than a Business Day such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture. Section 10.11 Undertaking to Provide Ongoing Disclosure. The Town has covenanted in Section 11.6 of the Lease to comply with the terms of the Continuing Disclosure 40 Certificate. Notwithstanding any other provision of this Indenture, failure by the Town to comply with the Continuing Disclosure Certificate shall not be considered an Event of Indenture Default and the rights and remedies provided by this Indenture upon the occurrence of an Event of Indenture Default shall not apply to any such failure. The Continuing Disclosure Certificate shall be enforceable only by specific performance by any Owner of the applicable Certificate as further described therein. The Trustee shall have no power or duty to enforce the obligations of the Town under the Continuing Disclosure Certificate. Section 10.12 Electronic Storage. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. . 41 IN WITNESS WHEREOF, the Trustee has caused this Indenture to be executed all as of the date first above written. [TRUSTEE], as Trustee By: Vice President A-1 EXHIBIT A FORM OF CERTIFICATE Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Authority (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. TAXABLE CERTIFICATE OF PARTICIPATION, SERIES 2025 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement, dated September [__], 2025, between [TRUSTEE], solely in its capacity as trustee under the Indenture, as lessor, and the Town of Avon, Colorado, as lessee No. R-1 $________ Interest Rate Maturity Date Dated Date CUSIP Number _____% December 1, 20___ September [__], 2025 Registered Owner: CEDE & CO. Principal Amount: DOLLARS THIS CERTIFIES THAT the Registered Owner (specified above), or registered assigns, as the Registered Owner (the “Owner”) of this Taxable Certificate of Participation, Series 2025 (this “Certificate”), is the Owner of a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease Purchase Agreement (the “Lease”) dated as of September [__], 2025, between [TRUSTEE], Denver, Colorado, as Trustee (the “Trustee”), as lessor, and the Town of Avon, Colorado (the “Town”), as lessee. This Certificate is secured as provided in the Lease and the Indenture of Trust (the “Indenture”) dated as of September [__], 2025, by the Trustee, for the registered owners of the Taxable Certificates of Participation, Series 2025 (the “Certificates”). All terms capitalized but not defined herein shall have the meanings given to them in the Indenture. A-2 This Certificate bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. Under the Site Lease, certain Leased Property described therein (the “Leased Property”) has been leased by the Town, as lessor, to the Trustee, as lessee. Under the Lease, the Leased Property has been leased back by the Trustee, as lessor, to the Town, as lessee, and the Town has agreed to pay directly to the Trustee Base Rentals in consideration of the Town’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the Town. This Certificate has been executed and delivered pursuant to the terms of the Indenture. Reference is hereby made to the Site Lease, the Lease and the Indenture (copies of which are on file in the offices of the Trustee) for a description of the terms on which the Certificates are delivered, and the rights thereunder of the Owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the Town under the Site Lease and the Lease, to all of the provisions of which Site Lease, Lease and Indenture the Owner of this Certificate, by acceptance hereof, assents and agrees. Additional Certificates may be executed and delivered pursuant to the Indenture without consent of or notice to the owners of the Certificates and upon the satisfaction of certain conditions and limitations. Such Additional Certificates, together with the Certificates, are referred to herein as the “Certificates.” Additional Certificates will evidence interests in rights to receive Revenues, including Base Rentals, without preference, priority or distinction of any Certificates, including the Certificates, over any others, however, insurance and other credit facilities may be applicable only to particular series of Certificates or portions thereof. To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended by the Trustee with the written consent of the Owners of a majority in aggregate principal amount of the Certificates outstanding, and may be amended without such consent under certain circumstances described in the Indenture but in no event such that the interests of the Owners of the Certificates are materially adversely affected, provided that no such amendment is to impair the right of any Owner to receive in any case such Owner’s proportionate share of any payment of Revenues in accordance with the terms of such Owner’s Certificate. THE OWNER OF THIS CERTIFICATE IS ENTITLED TO RECEIVE, SUBJECT TO THE TERMS OF THE LEASE, THE PRINCIPAL AMOUNT (SPECIFIED ABOVE), ON THE MATURITY DATE (SPECIFIED ABOVE), AND IS ENTITLED TO RECEIVE INTEREST ON THE PRINCIPAL AMOUNT AT THE INTEREST RATE (SPECIFIED ABOVE). The interest hereon is payable at the interest rate from the Dated Date (specified above) on [_______], and semiannually thereafter on June 1 and December 1 in each year (the “Interest Payment Dates”) and thereafter (A) from the Execution Date (specified below), if this Certificate is executed on an Interest Payment Date or (B) from the last preceding Interest Payment Date to which interest has been paid in all other cases, until the Principal Amount is paid as set forth herein. Interest is to be calculated on the basis of a 360-day year consisting of twelve 30-day months. A-3 THIS CERTIFICATE IS PAYABLE SOLELY FROM THE BASE RENTALS PAYABLE TO THE TRUSTEE PURSUANT TO THE LEASE AND OTHER REVENUES AS DEFINED IN THE INDENTURE. NEITHER THE LEASE, THIS CERTIFICATE, OR THE OBLIGATION OF THE TOWN TO PAY BASE RENTALS OR ADDITIONAL RENTALS CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE TOWN OR A MULTIPLE FISCAL YEAR DIRECT OR INDIRECT DEBT OR OTHER FINANCIAL OBLIGATION WHATSOEVER OF THE TOWN, WITHIN THE MEANING OF ANY CONSTITUTIONAL, HOME RULE CHARTER OR STATUTORY DEBT LIMITATION. NEITHER THE LEASE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE TOWN TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR THE TOWN’S THEN CURRENT FISCAL YEAR. As long as Cede & Co., as the nominee for The Depository Trust Company, New York, New York (“DTC”) is the Owner hereof, the Principal Amount or redemption price hereof and interest hereon are payable by wire transfer as directed by DTC in writing to the Trustee. If not executed and delivered in book-entry form, the Principal Amount or redemption price hereof and interest hereon are payable by check or draft mailed to the Owner at its address last appearing on the registration books maintained by the Trustee or, in the case of Owners of $1,000,000 or more in aggregate principal amount of the Certificates, by wire transfer of funds to a bank account designated by the Owner in written instructions furnished to the Trustee. Interest hereon is payable to the Owner, as shown on the registration books kept by the Trustee as of the close of business on the “regular record date,” which is the 15th day of the calendar month immediately preceding the month of the Interest Payment Date (whether or not a Business Day) or on a “special record date” established in accordance with the Indenture. The Trustee may treat the Owner of this Certificate appearing on the registration books maintained by the Trustee as the absolute owner hereof for all purposes and is not to be affected by any notice to the contrary. The Principal Amount or redemption price hereof and interest hereon are payable in lawful money of the United States of America. This Certificate is transferable by the Owner hereof, in person or by his attorney duly authorized in writing, on the registration books kept at the corporate trust office of the Trustee. Upon such transfer, a new fully registered Certificate of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be executed and delivered to the transferee in exchange for this Certificate, all upon payment of the charges and subject to the terms and conditions set forth in the Indenture. The Trustee may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether or not this Certificate shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the Town nor the Trustee shall be affected by any notice to the contrary. A-4 Optional Redemption. The Certificates maturing on or prior to December 1, 20[__] shall not be subject to optional redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[__] shall be subject to redemption prior to their respective maturity dates at the option of the Town, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Town shall determine and by lot within a maturity, on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Mandatory Sinking Fund Redemption. The Certificates are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest to the redemption date. The Certificates maturing on December 1, 20[__], December 1, 20[__], December 1, 20[__] and December 1, 20[__] (the “Term Certificates”) are subject to mandatory sinking fund redemption as follows: The following principal amounts of the Certificates maturing December 1, 20[__], are subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of the following years: Redemption Date (December 1) Principal Amount 20[__] $[___] 20[__]* [___] _________________ *Final Maturity On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to call the Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such Term Certificates) for redemption from the sinking fund on the next December 1, and give notice of such call without other instruction or notice from the Town. The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the Town. Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) the Trustee, at the direction of the Town, fails to repair or replace the Leased Property if: (1) the Leased Property is damaged or destroyed in whole or in part by fire or other casualty; (2) title to, or the temporary or permanent use of, the Leased Property, or any portion thereof, has been taken by eminent domain by any governmental body; (3) breach of warranty or any material defect with respect to the Leased Property becomes apparent; or (4) title to or the use of all or A-5 any portion of the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds (as defined in the Lease) of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, are insufficient to pay in full, the cost of repairing or replacing the Leased Property and the Town does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose, the Certificates are required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, is to exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are to be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys are to be paid to the Town as an overpayment of the Purchase Option Price in respect of the Leased Property. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee is entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES, INCLUDING THE CERTIFICATES, SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE TOWN. Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any A-6 Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000. Upon surrender of any Certificate for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required to, not less than thirty (30) and not more than sixty (60) days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate), mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository.. Any notice of redemption is to (1) be given in the name of the Trustee, (2) identify the Certificates to be redeemed, (3) specify the redemption date and the redemption price, (4) in the event of Optional Redemption, state that the Town has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease, (5) state that such redemption is subject to the deposit of the funds related to such option by the Town on or before the stated redemption date and (6) state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificates Owners, provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established under the Indenture. This Certificate is executed and delivered under the authority of Part 2 of Article 57, Title 11, Colorado Revised Statutes (the “Supplemental Act”). Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Certificate after its delivery for value. This Certificate is executed with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability and construction. The Town has determined that this Certificate is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Lease or the Indenture, until executed by the Trustee. The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity. The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as Trustee under the Indenture. A-7 IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all things, conditions and acts required by the Constitution and the statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and the execution and delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner, as required by law. IN WITNESS WHEREOF, this Certificate has been executed with the manual signature of an authorized representative of the Trustee. Execution Date: September [__], 2025 [TRUSTEE], as Trustee By: Vice President A-8 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ______________________________________________ the within Certificate and hereby irrevocably constitutes and appoints ____________ Attorney, to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Signature Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee: ____________________________________ ____________________________________ ____________________________________ Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. (End Form of Assignment) A-9 (Form of Prepayment Panel) PREPAYMENT PANEL The following installments of principal (or portions thereof) of this certificate have been prepaid in accordance with the terms of the Indenture, as amended, authorizing the issuance of this certificate. Date of Prepayment Principal Prepaid Signature of Authorized Representative of DTC (End of Form of Prepayment Panel) (End Form of Certificates) 94324961.v1 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the Town of Avon, Colorado (the “Issuer”) in connection with the authorization, execution, and delivery of the Lease Purchase Agreement, dated as of [CLOSING DATE,] 2025 (the “Lease”), between [TRUSTEE], solely in its capacity as trustee under the Indenture described herein (the “Trustee”), as lessor, and the Issuer, as lessee, and the execution and delivery of the Certificates of Participation, Series 2025, in the aggregate principal amount of $[______] (the “Certificates”). The Certificates are being issued pursuant to the Indenture of Trust, dated as of [CLOSING DATE], 2025 (the “Indenture”) executed by the Trustee. The Issuer covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. “Fiscal Year” shall mean the period beginning on January 1 of a calendar year and ending on December 31 of the same calendar year, or such other 12-month period as may be adopted by the Issuer in accordance with law. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system, which is currently available at http://emma.msrb.org. “Official Statement” means the final Official Statement prepared in connection with the Certificates. “Participating Underwriter” shall mean the original underwriter of the Certificates required to comply with the Rule in connection with an offering of the Certificates. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as in effect on the date of this Disclosure Certificate. Attachment E 2 SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of the Issuer’s Fiscal Year, commencing nine (9) months following the end of the Issuer’s Fiscal Year ending December 31, 2025, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent, if any. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report. The information to be updated may be reported in any format chosen by the Issuer: it is not required that the format reflected in the Official Statement be used in future years. (b) If the Issuer is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall, in a timely manner, file or cause to be filed with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit “A.” SECTION 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following: (a) A copy of its annual financial statements, if any, prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. (b) An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Certificates. Any or all of the items listed above may be incorporated by reference from other documents (including official statements), which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Issuer shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Listed Events. The Issuer shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of any of the events listed below with respect to the Certificates. All of the events currently mandated by the Rule are listed below; however, some may not apply to the Certificates: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; 3 (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person;1 (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation2 of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 2 For purposes of the events identified in subparagraphs (b)(5)(i)(C)(15) and (16) of the Rule, the term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been otherwise provided to the MSRB consistent with the Rule. In complying with Listed Events (15) and (16), the Issuer intends to apply the guidance provided by the Rule or other applicable federal securities law, SEC Release No. 34-83885 (August 20, 2018) and any future guidance provided by the SEC or its staff. 4 of a financial obligation of the obligated person, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation2 of the obligated person, any of which reflect financial difficulties. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word-searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Certificates; (ii) the date that the Issuer shall no longer constitute an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Certificates. SECTION 8. Dissemination Agent. (a) The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist the Issuer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer elects not to appoint a successor Dissemination Agent, it shall perform the duties thereof under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate and any other agreement between the Issuer and the Dissemination Agent. (b) In addition to the filing duties on behalf of the Issuer described in this Disclosure Certificate, the Dissemination Agent shall: (1) each year, prior to the date for providing the Annual Report, determine the appropriate electronic format prescribed by the MSRB; (2) send written notice to the Issuer at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) certify in writing to the Issuer that the Annual Report has been provided pursuant to this Disclosure Certificate and the date it was provided. 5 (4) If the Annual Report (or any portion thereof) is not provided to the MSRB by the date required in Section (3)(a), the Dissemination Agent shall file with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit A. SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Certificates, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Issuer will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture or the Lease, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. [The remainder of this page intentionally left blank.] S-1 DATE: [CLOSING DATE], 2025. TOWN OF AVON, COLORADO By: Mayor [Signature Page to Continuing Disclosure Certificate] A-1 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Town of Avon, Colorado Name of Bond Issue: Certificates of Participation, Series 2025 Date of Issuance: [CLOSING DATE], 2025 CUSIP Number: _________ NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Certificates as required by the Continuing Disclosure Certificate dated [CLOSING DATE], 2025. The Issuer anticipates that the Annual Report will be filed by ______________________. Dated: ______________, _____ TOWN OF AVON, COLORADO By: Mayor B-1 EXHIBIT “B” OFFICIAL STATEMENT TABLES TO BE UPDATED [TO BE DISCUSSED] 94739889.v1 NEW ISSUE RATING: S&P: “A+” BOOK-ENTRY ONLY See “RATING” BANK QUALIFIED In the opinion of Butler Snow LLP, Special Counsel, assuming continuous compliance with certain covenants described herein, the portion of the Base Rentals which is designated in the Lease and paid as interest on the Certificates is excludable from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, except that such interest is required to be included in calculating the “adjusted current earnings” adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Certificates, as described herein. See “TAX MATTERS.” The Town has designated the Certificates as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Tax Code. See “FINANCIAL INSTITUTION INTEREST DEDUCTION.” $6,300,000 CERTIFICATES OF PARTICIPATION, SERIES 2016 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of August 2, 2016, between UMB BANK, N.A., solely in its capacity as trustee under the Indenture, as lessor, and THE TOWN OF AVON, COLORADO, as lessee Dated: Date of Delivery Due: December 1, as shown herein The Certificates of Participation, Series 2016 (the “Certificates”) evidence a proportionate interest in the base rentals and certain other revenues under an annually renewable Lease Purchase Agreement dated as of August 2, 2016 (the “Lease”), entered into between UMB Bank, n.a., solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the Town of Avon, Colorado, as lessee (the “Town”). The Certificates are being executed and delivered pursuant to an Indenture of Trust dated as of August 2, 2016 (the “Indenture”), executed and delivered by the Trustee. The Certificates are issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the Certificates. Purchases of the Certificates are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Certificates. See “THE CERTIFICATES--Book-Entry Only System.” The Certificates bear interest at the rates set forth herein, payable on June 1 and December 1 of each year, commencing on June 1, 2017, to and including the maturity dates shown herein (unless the Certificates are redeemed earlier), payable to the registered owner of the Certificates, initially Cede & Co. The principal of the Certificates will be payable upon presentation and surrender at the Trustee. See “THE CERTIFICATES.” The maturity schedule for the Certificates appears on the inside cover page of this Official Statement. The Certificates are subject to redemption prior to maturity at the option of the Town and are also subject to mandatory sinking fund redemption as described in “THE CERTIFICATES--Redemption Provisions.” The Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events, including an Event of Nonappropriation or an Event of Lease Default, as described in “THE CERTIFICATES--Redemption Provisions - Extraordinary Redemption upon the Occurrence of Certain Events.” The proceeds from the issuance of the Certificates will be used to: (i) finance the costs of constructing a police facility for the Town; and (ii) pay the costs of issuing the Certificates. See “SOURCES AND USES OF FUNDS.” Neither the Lease nor the Certificates constitute a general obligation, a multiple fiscal year direct or indirect debt or other financial obligation or indebtedness of the Town within the meaning of any constitutional or statutory debt limitation. None of the Lease, the Indenture or the Certificates directly or indirectly obligates the Town to make any payments beyond those appropriated for any fiscal year in which the Lease may be in effect. Except to the extent payable from the proceeds of the Certificates and income from the investment thereof, from the net proceeds of certain insurance policies, performance bonds and condemnation awards, from net proceeds from exercising certain remedies under the Lease or from other amounts made available under the Indenture, the Certificates are payable during the lease term solely from Base Rentals payable to the Trustee under the Lease and the income from certain investments under the Indenture. All payment obligations of the Town under the Lease are from year to year only. The Lease is subject to annual renewal by the Town. Upon termination of the Lease, the Certificates will be payable solely from moneys, if any, held by the Trustee under the Indenture and any amounts resulting from the exercise of various remedies by the Trustee under the Site Lease, the Lease and the Indenture, all as more fully described herein. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision and should give particular attention to the section entitled “CERTAIN RISK FACTORS.” The Certificates are offered when, as, and if issued, subject to the approval of validity by Butler Snow LLP, Denver, Colorado, Special Counsel, and certain other conditions. Butler Snow LLP also has acted as special counsel to the Town in connection with the preparation of this Official Statement. Certain matters will be passed upon for the Town by Eric Heil, Esq., the Town Attorney. It is expected that the Certificates will be available for delivery through the facilities of DTC on or about August 2, 2016. Official Statement dated July 20, 2016. Attachment F MATURITY SCHEDULE (CUSIP 6-digit issuer number: 05402R) $6,300,000 CERTIFICATES OF PARTICIPATION, SERIES 2016 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Agreement dated as of August 2, 2016, Between UMB BANK, N.A., solely in its capacity as trustee under the Indenture, as lessor, and THE TOWN OF AVON, COLORADO, as lessee Maturing (December 1) Principal Amount Interest Rate Yield CUSIP© Issue Number Maturing (December 1) Principal Amount Interest Rate Yield CUSIP© Issue Number 2017 $ 205,000 2.00% 0.90% BM4 2022 $ 295,000 2.00% 1.60% BS1 2018 265,000 3.00 1.00 BN2 2023 300,000 3.00 1.75 BT9 2019 275,000 3.00 1.15 BP7 2024 305,000 3.00 1.90 BU6 2020 285,000 2.00 1.30 BQ5 2025 320,000 2.00 2.05 BV4 2021 290,000 2.00 1.45 BR3 2026 325,000 2.00 2.20 BW2 $675,000 4.000% Term Certificates due December 1, 2028. Priced to Yield: 2.150%. CUSIP© Issue No.: BY8. $725,000 4.000% Term Certificates due December 1, 2030. Priced to Yield: 2.250%. CUSIP© Issue No.: CA9. $780,000 2.625% Term Certificates due December 1, 2032. Priced to Yield: 2.817%. CUSIP© Issue No.: CC5 $1,255,000 3.000% Term Certificates due December 1, 2035. Priced to Yield: 3.050%. CUSIP© Issue No.: CF8.  Copyright 2016, American Bankers Association. CUSIP data herein is provided by Standard & Poor’s, CUSIP Services Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers are provided as a convenience only. The Town takes no responsibility for the accuracy of the CUSIP numbers. USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the Certificates in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Certificates, and if given or made, such information or representations must not be relied upon as having been authorized by the Town. The Town maintains an internet website; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision. The information set forth in this Official Statement has been obtained from the Town and from the sources referenced throughout this Official Statement, which the Town believes to be reliable. No representation is made by the Town, however, as to the accuracy or completeness of information provided from sources other than the Town. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions, or that they will be realized. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information. The information, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Certificates shall, under any circumstances, create any implication that there has been no change in the affairs of the Town, or in the information, estimates, or opinions set forth herein, since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the Certificates and may not be reproduced or used in whole or in part for any other purpose. The Certificates have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933, as amended. The Certificates have not been recommended by any federal or state securities commission or regulatory authority, and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE CERTIFICATES ARE OFFERED TO THE PUBLIC BY THE UNDERWRITER (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE CERTIFICATES, THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TOWN OF AVON, COLORADO Town Council Jennie Fancher, Mayor Jake Wolf, Mayor Pro Tem Megan Burch, Council Member Matt Gennett, Council Member Sarah Smith Hymes, Council Member Scott Prince, Council Member Albert B. “Buz” Reynolds, Council Member Town Staff Virginia Egger, Town Manager Scott Wright, Assistant Town Manager/Director of Finance Debbie Hoppe, Town Clerk Eric Heil, Esq., Town Attorney UNDERWRITER Piper Jaffray & Co. Denver, Colorado SPECIAL COUNSEL Butler Snow LLP Denver, Colorado TRUSTEE UMB Bank, n.a. Denver, Colorado -i- TABLE OF CONTENTS Page INTRODUCTION .......................................................................................................................... 1 General ........................................................................................................................................ 1 The Town .................................................................................................................................... 1 Purpose ........................................................................................................................................ 1 The Certificates; Prior Redemption ............................................................................................ 2 Security for the Certificates; Termination of Lease .................................................................... 2 Tax Exemption ............................................................................................................................ 5 Professionals ............................................................................................................................... 6 Continuing Disclosure Undertaking ........................................................................................... 6 Additional Information ............................................................................................................... 6 CERTAIN RISK FACTORS .......................................................................................................... 8 Nonappropriation ........................................................................................................................ 8 Effect of a Termination of the Lease Term ................................................................................. 8 No Reserve Fund......................................................................................................................... 9 Insufficiency of Revenues to Pay Base Rentals .......................................................................... 9 Factors that Could Impact Value of Property if Lease is Terminated ...................................... 10 Limited Duration of Site Lease ................................................................................................. 12 Enforceability of Remedies; Liquidation Delays ...................................................................... 12 Effect of Termination on Exemption from Taxation and on Exemption from Registration .... 13 Condemnation Risk ................................................................................................................... 13 Casualty Risk ............................................................................................................................ 13 Insurance Risk ........................................................................................................................... 14 Future Changes in Laws............................................................................................................ 14 Forward-Looking Statements.................................................................................................... 14 Secondary Market ..................................................................................................................... 15 SOURCES AND USES OF FUNDS ............................................................................................ 16 Sources and Uses of Proceeds................................................................................................... 16 The Project ................................................................................................................................ 16 THE CERTIFICATES .................................................................................................................. 17 General ...................................................................................................................................... 17 Payment Provisions ................................................................................................................... 17 Redemption Provisions ............................................................................................................. 17 Tax Covenant ............................................................................................................................ 21 Book-Entry Only System .......................................................................................................... 21 BASE RENTALS SCHEDULE ................................................................................................... 23 SECURITY FOR THE CERTIFICATES ..................................................................................... 24 General ...................................................................................................................................... 24 Additional Certificates .............................................................................................................. 25 THE TOWN .................................................................................................................................. 26 General ...................................................................................................................................... 26 Page -ii- Town Powers ............................................................................................................................ 26 Governing Body ........................................................................................................................ 26 Administration .......................................................................................................................... 27 Town Employees, Benefits and Pension Matters ..................................................................... 28 Town Insurance Coverage ........................................................................................................ 29 Capital Improvement Plan ........................................................................................................ 30 Intergovernmental Contracts and Agreements .......................................................................... 30 Avon Urban Renewal Authority ............................................................................................... 31 TOWN FINANCIAL OPERATIONS .......................................................................................... 32 Budget and Appropriation Process ........................................................................................... 32 Financial Statements ................................................................................................................. 32 History of Revenues, Expenditures and Changes in Fund Balance .......................................... 33 CURRENT SOURCES OF AVAILABLE REVENUE ............................................................... 38 General ...................................................................................................................................... 38 Sources of General Fund Revenues .......................................................................................... 38 Sales Tax Revenues .................................................................................................................. 38 Accommodations Tax Revenues............................................................................................... 43 Selected Ad Valorem Property Tax Information ...................................................................... 44 Ad Valorem Property Tax Data ................................................................................................ 49 Mill Levies Affecting Property Owners within the Town ........................................................ 51 Estimated Overlapping General Obligation Debt ..................................................................... 52 Capital Projects Fund ................................................................................................................ 52 TOWN DEBT STRUCTURE ....................................................................................................... 55 General ...................................................................................................................................... 55 General Obligation Debt ........................................................................................................... 55 Revenue Obligations ................................................................................................................. 55 Special Assessments ................................................................................................................. 55 Short-Term Borrowing and Other Obligations ......................................................................... 56 Contracts and Leases................................................................................................................. 56 Component Unit and Conduit Obligations ............................................................................... 57 ECONOMIC AND DEMOGRAPHIC INFORMATION ............................................................ 58 Population ................................................................................................................................. 58 Employment .............................................................................................................................. 59 Retail Sales................................................................................................................................ 61 Recreation and Tourism ............................................................................................................ 62 Building Permits ....................................................................................................................... 64 LEGAL MATTERS ...................................................................................................................... 66 Litigation ................................................................................................................................... 66 Sovereign Immunity.................................................................................................................. 66 Approval of Certain Legal Proceedings .................................................................................... 67 Certain Constitutional Limitations ............................................................................................ 67 TAX MATTERS ........................................................................................................................... 69 FINANCIAL INSTITUTION INTEREST DEDUCTION ........................................................... 71 Page -iii- INDEPENDENT AUDITORS...................................................................................................... 72 RATING ....................................................................................................................................... 72 UNDERWRITING ....................................................................................................................... 72 OFFICIAL STATEMENT CERTIFICATION............................................................................. 73 APPENDIX A - Audited Basic Financial Statements of the Town for the Fiscal Year Ended December 31, 2015......................................................... A-1 APPENDIX B - Certain Definitions and Document Summaries .............................................B-1 APPENDIX C - Book-Entry Only System ...............................................................................C-1 APPENDIX D - Form of Continuing Disclosure Certificate ................................................... D-1 APPENDIX E - Form of Opinion of Special Counsel ............................................................. E-1 -iv- INDEX OF TABLES NOTE: Tables marked with an (*) indicate Annual Financial Information to be updated pursuant to SEC Rule 15c2 12, as amended. See Appendix D - Form of Continuing Disclosure Certificate. The information to be updated may be reported in any format chosen by the Town; it is not required that the format reflected in this Official Statement be used in future years. The budget information in the General Fund and Capital Projects Fund history tables is to be satisfied with the current year budget information found in the CAFR; no budget information for future years need be provided. Page Sources and Uses of Proceeds....................................................................................................... 16 Schedule of Base Rentals .............................................................................................................. 23 *General Fund - History of Revenue, Expenditures and Changes in Fund Balance .................... 34 *Capital Projects Fund - History of Revenues, Expenditures and Changes in Fund Balance ...... 35 *History of Sales and Use Tax Collections .................................................................................. 41 Comparison of Monthly Sales Tax Collections ............................................................................ 42 Principal Generators of Sales Tax Revenues - 2015 ..................................................................... 42 *History of Accommodations Tax Collections............................................................................. 44 Principal Generators of Accommodations Tax Revenues by Category - 2015 ............................ 44 *History of Assessed Valuations and Mill Levies for the Town .................................................. 49 *Property Tax Collections in the Town ........................................................................................ 50 2015 Certified Assessed Valuation of Classes of Property in the Town ...................................... 50 Ten Largest Taxpayers in the Town - 2015 .................................................................................. 51 Sample Mill Levies Affecting Property Owners within the Town - 2015 .................................... 51 Estimated Overlapping General Obligation Indebtedness ............................................................ 52 Base Rentals Due under Prior Lease Purchase Agreements ......................................................... 56 Population ..................................................................................................................................... 58 Per Capita Personal Income .......................................................................................................... 59 Labor Force and Percent Unemployed ......................................................................................... 59 Average Number of Employees Within Selected Industries - Eagle County ............................... 60 Selected Major Employers in Eagle County(1) .............................................................................. 61 Principal Employers in the Town of Avon ................................................................................... 61 Retail Sales.................................................................................................................................... 62 History of New Construction in the Town of Avon ..................................................................... 64 History of Building Permits Issued in Unincorporated Eagle County .......................................... 64 History of Foreclosures ................................................................................................................. 65 OFFICIAL STATEMENT $6,300,000 CERTIFICATES OF PARTICIPATION, SERIES 2016 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of August 2, 2016, between UMB BANK, N.A., solely in its capacity as trustee under the Indenture, as lessor, and THE TOWN OF AVON, COLORADO, as lessee INTRODUCTION General This Official Statement, including the cover page and appendices, is furnished in connection with the execution, delivery and sale of $6,300,000 aggregate principal amount of Certificates of Participation, Series 2016 (the “Certificates”), evidencing proportionate interests in the base rentals and other revenues under an annually renewable Lease Purchase Agreement dated as of August 2, 2016 (the “Lease”), between UMB Bank, n.a., Denver, Colorado, solely in its capacity of trustee under the Indenture (the “Trustee”), as lessor, and the Town of Avon, Colorado, as lessee (the “Town”). The Certificates will be executed and delivered pursuant to the terms of an Indenture of Trust executed by the Trustee dated as of August 2, 2016 (the “Indenture”). Certain of the capitalized terms used herein and not otherwise defined are defined in Appendix B to this Official Statement. The offering of the Certificates is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Certificates. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein, particularly the section entitled “CERTAIN RISK FACTORS.” Detachment or other use of this “INTRODUCTION” without the entire Official Statement, including the cover page and appendices, is unauthorized. The Town The Town was incorporated in 1978 as a home rule town under Article XX of the Colorado Constitution and the laws of the State of Colorado (the “State”). Because the Town is a home rule town, except to the extent otherwise governed by the Colorado Constitution, its home rule charter (the “Charter”) governs all local and municipal matters. The Town encompasses approximately 8.25 square miles in Eagle County, Colorado (the “County”), and is located approximately 114 miles east of Denver and eight miles west of Vail on Interstate Highway 70. According to the State Demography office, the Town had a full-time estimated population of 6,478 as of July 1, 2014 (latest figure available). Purpose The proceeds from the issuance of the Certificates will be used to: (i) finance the costs of constructing a police facility for the Town (the “Project”); and (ii) pay the costs of issuing the Certificates. See “SOURCES AND USES OF FUNDS.” 2 The Certificates; Prior Redemption The Certificates are issued solely as fully registered certificates in the denomination of $5,000, or any integral multiple thereof. The Certificates are dated as of their date of delivery and mature and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) as set forth on the inside cover page hereof. The payment of principal and interest on the Certificates is described in “THE CERTIFICATES--Payment Provisions.” The Certificates initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the Certificates. Purchases of the Certificates are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Certificates. See “THE CERTIFICATES--Book-Entry Only System.” The Certificates are subject to redemption prior to maturity at the option of the Town and are also subject to mandatory sinking fund redemption as described in “THE CERTIFICATES--Redemption Provisions.” The Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events, including an Event of Nonappropriation or an Event of Lease Default, as described in “THE CERTIFICATES--Redemption Provisions - Extraordinary Redemption upon the Occurrence of Certain Events.” Security for the Certificates; Termination of Lease General. The Certificates and the interest thereon are payable solely from certain revenues (the “Revenues”) received under the Lease, which include: (a) all amounts payable by or on behalf of the Town or with respect to the Leased Property (defined below) pursuant to the Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds, but not including Additional Rentals (all as defined in Appendix B); (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the Indenture (except for moneys and securities held in the Rebate Fund and any defeasance escrow funds). At the time of execution and delivery of the Certificates, the Town will lease the Site (defined herein) and the buildings and improvements located on the Site (together, the “Leased Property”) to the Trustee pursuant to the terms and provisions of the Site and Improvement Lease dated as of August 2, 2016 (the “Site Lease,” as more particularly defined in Appendix B). Concurrently with the execution and delivery of the Site Lease, the Trustee will lease the Leased Property back to the Town pursuant to the terms of the Lease. The Town will lease the Leased Property subject to the terms and provisions of the Lease and the Indenture. Under the Indenture, the Trustee, for the benefit of the Owners of the Certificates, is to receive Base Rentals payable by the Town under the Lease. The amount and timing of the Base Rentals are designed to provide sufficient money to the Trustee to pay the principal of and interest on the Certificates when due. The Trustee is to deposit to the Base Rentals Funds created under the Indenture all amounts payable by or on behalf of the Town or with respect to the Leased Property pursuant to the Lease, including all Base Rentals, Prepayments, the Purchase 3 Option Price and Net Proceeds (but not Additional Rentals). See Appendix B - Certain Definitions and Document Summaries. The Leased Property Generally. In accordance with State law, the Town has determined to lease the Leased Property to the Trustee pursuant to the terms of the Site Lease, and lease the Leased Property back from the Trustee pursuant to the terms of the Lease. The Leased Property is comprised of the Town’s portion of a Joint Public Safety Facility (the “Facility”) to be constructed by the Town to house the Town’s police facilities and fire facilities to be owned by the Eagle River Fire Protection District (“ERFPD”). Prior to the issuance of the Certificates, the Town and ERFPD will enter into an Intergovernmental Agreement Concerning the Ownership, Construction, Operation and Maintenance of the Joint Police-Fire Station Facility between the Town of Avon and the Eagle River Fire Protection District (the “Facility IGA”). The Facility is expected to be comprised of approximately 26,572 square feet; of that amount, approximately 14,768 square feet will constitute “Unit A,” which will house the ERFPD’s Fire Facility and approximately 10,669 square feet will constitute “Unit B,” which will house the Town’s Police Facility. The remainder of the square footage (approximately 1,135 square feet) is allocated to common elements including an entryway, a stairway and mechanical space as well as 48 parking spaces. The Facility will be constructed on a 2.228-acre parcel of land. The Town will own a 45% undivided interest in the land and ERFPD will own a 55% undivided interest. The Town’s 45% undivided interest constitutes the “Site.” The Leased Property includes only the Site and Unit B. The Facility is to be constructed pursuant to a guaranteed maximum price or lump sum contract agreed to by the Town and the ERFPD. The contract has not yet been executed; however, the expected cost of the project is expected to be $11,050,000. Evans Chaffee Construction Group has been hired as the construction manager for the project. The Facility IGA requires each party to pay for construction of its Unit as well as an apportioned share of shared space. The Town will use Certificate proceeds to pay for its portion of the Facility; the ERFPD expects to issue approximately $23.1 million of general obligation bonds on July 26, 2016; a portion of the proceeds of those bonds will be used to pay for the ERFPD portion of the Facility costs. Sources of Payment of Base Rentals. Amounts due under the Lease are payable from all general revenues of the Town and no particular revenues of the Town are pledged to the payment of Base Rentals. The Town currently intends to budget, appropriate and pay the Base Rentals (and Additional Rentals, if any) allocable to the Certificates from legally available funds in its General Fund and Capital Projects Fund. Notwithstanding the foregoing, Base Rentals and Additional Rentals may be budgeted, appropriated and paid from any of the Town’s available funds in the future. The primary source of revenues in the Capital Projects Fund is the proceeds of the Town’s 2% real estate transfer tax (the “RETT”) which is imposed on transfers of interests or possessor rights in and to real estate located in the Town by deed, lease, assignment of lease, or agreement for sale of stock or contract. See “CURRENT SOURCES OF AVAILABLE REVENUE--Capital Projects Fund.” 4 The major sources of the moneys deposited into the Town’s General Fund are: the Town’s sales and use tax (the “Sales Tax”), which is currently imposed at a rate of 4.0%, the Town’s accommodations tax (the “Accommodations Tax”), which is currently imposed at a rate of 4% upon the price paid for leasing and rental of accommodations (short term rentals) in the Town; and ad valorem property tax revenues. See “CURRENT SOURCES OF AVAILABLE REVENUES” for a description of each of those sources of revenue. Certain statutory and constitutional limitations limit the amount of property taxes the Town can levy and the amount of Sales Tax, Accommodations Tax and RETT the Town can collect. See “PROPERTY TAXATION, ASSESSED VALUATION AND OVERLAPPING DEBT--Ad Valorem Property Taxes” and “LEGAL MATTERS--Certain Constitutional Limitations” for a discussion of some of those limitations. The Certificates are not secured by a reserve fund. Termination of Lease; Annual Appropriation. The Lease constitutes a one-year lease of the Leased Property which is annually renewable for additional one-year terms as described in the Lease. The Town must take action annually in order to renew the Lease term for another year. If the Town fails to take such action, the Lease automatically will be terminated. The Town’s decision to terminate its obligations under the Lease will be determined by the failure of the Town Council of the Town (the “Town Council”) to specifically budget and appropriate moneys to pay all Base Rentals and reasonably estimated Additional Rentals for the ensuing Fiscal Year. The Town Manager or other officer of the Town at any time charged with the responsibility of formulating budget proposals is directed under the Lease to include in the annual budget proposal submitted to the Town Council, in any year in which the Lease is in effect, items for all payments required under the Lease for the ensuing Renewal Term until such time, if any, as the Town may determine to not renew and terminate the Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the Town that any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be made solely by the Town Council and not by any other official of the Town, as further provided in the Lease. If on or before the December 31 prior to the beginning of any Fiscal Year of the Town, the Town fails to budget and appropriate sufficient funds to pay all Base Rentals and all reasonably estimated Additional Rentals, the Town will be considered to have terminated the Lease (subject to certain waiver and cure provisions). Upon termination of the Town’s obligations under the Lease, the Trustee may proceed to exercise certain remedies under the Lease and the Indenture, including the lease or sublease the Leased Property or sell or assign any interest in the Leased Property, including the Trustee’s leasehold interest in the Site, or take one or any combination of the steps described in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Nonappropriation by the Town. The net proceeds of any such disposition are required to be applied by the Trustee toward the payment of the Certificates. Termination of the Site Lease. The Leased Property will be leased by the Town to the Trustee pursuant to the Site Lease. At the end of the term of the Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee in and to the Leased Property will vest in the Town. The Site Lease will terminate on the earliest to occur of the following: (a) the termination of the Lease Term as provided in the Lease due to the payment of the Purchase Option Price by the Town, or upon payment by the Town of all Base Rentals and Additional Rentals for the 5 entire Lease Term; or (b) discharge of the Indenture as a result of the fact that all Certificates have been paid or have been deemed to have been paid as provided in the Indenture; or (c) December 31, 2045. The Leased Property will no longer be subject to the provisions of the Site Lease, the Lease or the Indenture upon the termination of the Site Lease. See “CERTAIN RISK FACTORS--Limited Duration of Site Lease” and Appendix B - Certain Definitions and Document Summaries--The Site Lease - Site Lease and Term. Release of Leased Property. The Town has the option to purchase the Trustee’s interest in the Leased Property and terminate the Site Lease and the Lease by paying the Purchase Option Price, which is equal to the amount necessary to pay all principal and interest due on all Outstanding Certificates and any other amounts necessary to defease and discharge the Indenture, as provided in the Lease. See Appendix B - Certain Definitions and Document Summaries - The Lease--Purchase Option and Conditions for Purchase Option. The Trustee is required to use the Purchase Option Price to pay the principal, interest, and any premium on the Certificates. See “THE CERTIFICATES--Redemption Provisions.” Under certain circumstances, the Town also may substitute property for all or a portion of the Leased Property. See Appendix B - Certain Definitions and Document Summaries- -The Lease - Substitution of Leased Property. Additional Certificates. The Indenture permits the issuance of Additional Certificates (defined in Appendix B) without notice to or approval of the owners of the outstanding Certificates under the circumstances described in “SECURITY FOR THE CERTIFICATES--Additional Certificates.” Tax Exemption In the opinion of Butler Snow LLP, Special Counsel, assuming continuous compliance with certain covenants described herein, the portion of the Base Rentals which is designated in the Lease and paid as interest on the Certificates, is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except that such interest is required to be included in calculating the “adjusted current earnings” adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Certificates. See “TAX MATTERS.” Notwithstanding the foregoing, Special Counsel has disclaimed any opinion regarding the tax status of the Certificates after termination of the Lease. See “CERTAIN RISK FACTORS--Effect of Termination on Exemption from Taxation and on Exemption from Registration and “TAX MATTERS.” The Town has designated the Certificates as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Tax Code. See “FINANCIAL INSTITUTION INTEREST DEDUCTION.” 6 Professionals Butler Snow LLP, Denver, Colorado, has acted as Special Counsel to the Town in connection with execution and delivery of the Certificates and also has acted as special counsel to the Town in connection with preparation of this Official Statement. The fees of Butler Snow LLP will be paid only from Certificate proceeds at closing. Certain matters will be passed upon for the Town by Eric Heil, Esq., the Town Attorney. UMB Bank, n.a., Denver, Colorado, is serving as Trustee. The Town’s audited basic financial statements (attached hereto as Appendix A) have been audited by McMahan and Associates, L.L.C., Avon, Colorado. Piper Jaffray & Co., Denver, Colorado, is acting as the Underwriter for the Certificates (the “Underwriter”). See “UNDERWRITING.” Continuing Disclosure Undertaking The Town will execute a continuing disclosure certificate (the “Disclosure Certificate”) at the time of the closing for the Certificates. The Disclosure Certificate will be executed for the benefit of the beneficial owners of the Certificates and the Town will covenant in the Lease to comply with its terms. However, any failure by the Town to comply with the Disclosure Certificate will not constitute an Event of Lease Default. The Disclosure Certificate will provide that so long as the Certificates remain outstanding, the Town will provide the following information to the Municipal Securities Rulemaking Council, through the Electronic Municipal Market Access (“EMMA”) system: (i) annually, certain financial information and operating data; and (ii) notice of the occurrence of certain material events; each as specified in the Disclosure Certificate. The form of the Disclosure Certificate is attached hereto as Appendix D. The Town has entered into prior continuing disclosure undertakings. In the last five years, the Town has timely filed its Comprehensive Annual Financial Report (“CAFR”) pursuant to those undertakings. However, the 2011 CAFR was not correctly associated with the CUSIP numbers all of the prior undertakings. The CAFRs contained the bulk of the information required to be updated. However, the CAFRs did not contain two tables required to be updated for the Town’s 2010 COPS and 2004 General Obligation Bonds; the CAFRS also did not contain two tables required to be updated with respect to the Town’s 1999 Sales Tax Bonds, which were paid in full on September 15, 2014. Finally, the Town did not file a material event notice with respect to 2014 insurer upgrades with respect to the 2004 GO Bonds and the 1999 Sales Tax Bonds. Prior to the pricing of the Certificates, the Town will make remedial filings with respect to the 2004 GO Bonds and the 2010 COPS; the Town will not make remedial filings for the 1999 Sales Tax Bonds because they are no longer outstanding. Additional Information This introduction is only a brief summary of the provisions of the Certificates, the Indenture, the Lease, the Site Lease and other documents described herein; a full review of the entire Official Statement should be made by potential investors. Brief descriptions of the Project, the Town, the Certificates, the Indenture, the Lease, the Site Lease and other documents are included in this Official Statement. All references herein to the Certificates, the Lease, the Site Lease, the Indenture and other documents are qualified in their entirety by reference to such documents. This Official Statement speaks only as of its date and the information contained herein is subject to change without notice. 7 Additional information and copies of the documents referred to herein are available from the Town or the Underwriter as follows: Town of Avon, Colorado Attn: Assistant Town Manager 1 Lake Street P.O. Box 975 Avon, Colorado 81620 Phone: (970) 748-4055 Piper Jaffray & Co. 1200 17th Street, Suite 1250 Denver, Colorado 80202 Telephone: (303) 405-0848 Attn: Public Finance. 8 CERTAIN RISK FACTORS Investment in the Certificates involves certain risks. Each prospective investor in the Certificates is encouraged to read this Official Statement in its entirety and to give particular attention to the factors described below which could affect the payment of rentals under the Lease and could affect the market price of the Certificates to an extent that cannot be determined at this time. The factors set forth below are not intended to provide an exhaustive list of the risks associated with the purchase of the Certificates. Nonappropriation Prospective purchasers of the Certificates must look to the ability of the Town to pay Base Rentals pursuant to the Lease; such Base Rentals will provide funds for payment of principal and interest on the Certificates. The Town is not obligated to pay Base Rentals or Additional Rentals under the Lease unless funds are budgeted and appropriated for such rentals by the Town each year. If, prior to December 31 of each year, the Town Council does not specifically budget and appropriate amounts sufficient to pay all Base Rentals for the next Fiscal Year, and to pay such Additional Rentals as are estimated to become due for the ensuing Fiscal Year, an “Event of Nonappropriation” occurs. If an Event of Nonappropriation occurs, the Town will not be obligated to make payment of the Base Rentals or Additional Rentals which accrue after the last day of the Original or Renewal Term during which such Event of Nonappropriation occurs. Various political, legal and economic factors could lead to the nonappropriation of sufficient funds to make the payments under the Lease, and prospective investors should carefully consider any factors which may influence the budgetary process. There is no assurance that the Town Council will appropriate sufficient funds to renew the Lease each year and the Town has no obligation to do so. In addition, the ability of the Town to maintain adequate revenues for its operations and obligations in general (including obligations associated with the Lease) is dependent upon several factors outside the Town’s control, such as the economy, collections of Sales Tax and changes in law. See “LEGAL MATTERS--Certain Constitutional Limitations,” “SECURITY FOR THE CERTIFICATES,” and “TOWN FINANCIAL OPERATIONS.” The obligation of the Town to pay Base Rentals and Additional Rentals is limited to those Town funds that are specifically budgeted and appropriated annually by the Town Council for such purpose. The Lease directs the Town Manager (or any other officer at any time charged with the responsibility of formulating budget proposals) to include, in the annual budget proposals submitted to the Town Council, items for all payments required under the Lease for the ensuing Fiscal Year, until such time (if any) as the Town Council determines that it will not renew the Lease. The Lease provides that it is the intention of the Town Council that any decision to renew the Lease is to be made solely by the Town Council and not by any other official of the Town. See Appendix B - Certain Definitions and Document Summaries--The Lease. Effect of a Termination of the Lease Term In the event of termination of the Town’s obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the Town is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of 9 which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default shall have occurred and remain uncured, the Trustee may take any of the following actions: (i) terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property which vacation and surrender the Town agrees under the Lease to complete within sixty (60) days from the date of such notice (in the event the Town does not vacate and surrender possession on the termination date, the “holdover tenant” provisions of the Lease shall apply); (ii) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property pursuant to the Site Lease; (iii) recover from the Town (a) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable under the Lease, during any period in which the Town continues to occupy, use or possess the Leased Property; and (b) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable by the Town under the Lease during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (iv) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. A potential purchaser of the Certificates should not assume that the amount of money received by the Trustee upon the exercise of its rights under the Site Lease, the Lease and the Indenture after a termination of the Lease Term will be sufficient to pay the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon. This may be due to the inability to recover certain of the costs incurred in connection with the issuance of the Certificates. There is no guarantee that the Trustee will be able to sublease the Leased Property or otherwise sell or dispose of its interest in the Leased Property in an amount equal to the amount of the outstanding Certificates. IF THE CERTIFICATES ARE REDEEMED SUBSEQUENT TO A TERMINATION OF THE LEASE TERM FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF AND ACCRUED INTEREST THEREON, SUCH PARTIAL PAYMENT WILL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES PURSUANT TO THE INDENTURE; AND UPON SUCH A PARTIAL PAYMENT, NO OWNER OF ANY CERTIFICATE WILL HAVE ANY FURTHER CLAIMS FOR PAYMENT UPON THE TRUSTEE OR THE TOWN. No Reserve Fund The Certificates are not secured by a reserve fund. Insufficiency of Revenues to Pay Base Rentals The Lease is payable from all general revenues of the Town, although no particular revenues of the Town are pledged to make payments under the Lease. The Town expects, however, that the majority of the funds available to pay Base Rentals will be derived from the General Fund and the Capital Projects Fund. The primary source of available revenues is the Sales Tax. The Town’s ability to collect Sales Tax revenues depends on numerous factors, many of which are beyond the control of the Town. Certain of these factors are discussed below. 10 Sales Tax Collections Subject to Economic Conditions. Various circumstances and developments, most of which are beyond the control of the Town, may have an adverse effect on the future level of Sales Tax revenues. Such circumstances may include, among others, adverse changes in national and local economic and financial conditions generally, reductions in the rates of employment and economic growth in the Town, the County, the State and the region, a decrease in rates of population growth and rates of residential and commercial development in the Town, the County, the State and the region and various other factors. The primary source of revenue in the General Fund is derived from the Sales Tax. Sales Tax revenues are subject to fluctuation, and may be impacted by adverse changes in national and local economic and financial conditions generally, reductions in the rates of employment and economic growth in the Town, the State and the region, a decrease in rates of population growth and rates of residential and commercial development in the Town, the State and the region and various other factors. Collections of Sales Tax revenues are subject to fluctuations in consumer spending. Such fluctuations cause Sales Tax revenues to increase along with the increasing prices brought about by inflation, but also cause collections to be vulnerable to adverse economic conditions and reduced spending. Consequently, the rate of Sales Tax collections can be expected to correspond generally to economic cycles. The Town has no control over general economic cycles and is unable to predict what general economic factors or cycles will occur while the Certificates remain outstanding. Concentration of Sales Taxpayers. In 2015, the ten largest generators of Sales Tax revenues accounted for approximately 58% of total Sales Tax Collections. Should any of the large generators of Sales Tax cease doing business within the Town, Sales Tax revenue may be materially impacted. See “CURRENT SOURCES OF AVAILABLE REVENUE--Sales Tax Revenues - Principal Sales Tax Generators in the Town.” Town’s Ability to Issue Obligations Secured by the Sales Tax or Payable From Legally Available Revenues. The Town is authorized to issue bonds or other obligations secured in whole or in part by its Sales Tax. Should the Town issue bonds secured by the Sales Tax, debt service on those bonds will be paid prior to any Sales Tax revenues being available to pay Base Rentals or Additional Rentals. The Town has no current plans to issue bonds secured by the Sales Tax but may determine to do so at any time upon satisfaction of all applicable legal conditions. Further, the Town has entered into past lease-purchase agreements and may enter into additional lease-purchase agreements in the future that are payable from any of its legally available revenue, including the revenues which are the source of payment of the Base Rentals under the Lease. See “TOWN DEBT STRUCTURE--Contracts and Leases” for the base rentals due under existing lease-purchase agreements. Factors that Could Impact Value of Property if Lease is Terminated There is no guarantee that the Trustee will be able to liquidate its interest in the Leased Property in an amount equal to the amount of the outstanding Certificates. General. The Town will retain fee simple title to the Leased Property and the Trustee will have a leasehold interest in the Leased Property pursuant to the Site Lease. The Trustee is not able to sell the Leased Property upon the occurrence of an Event of Lease Default or an Event of Nonappropriation. Upon the termination of the Lease, the Trustee will have the 11 right to use and possession of the Leased Property. However, a potential purchaser of the Certificates should not assume that it will be possible for the Trustee to sublease the Leased Property or otherwise sell or dispose of its leasehold interest in the Leased Property, or any portion thereof, for an amount equal to the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon or that such subleasing or disposal can be accomplished in time to pay any installment of principal or interest on the Certificates when due. Further, pursuant to the Facility IGA, should an Event of Nonappropriation occur, the ERFPD will have the right to cure the resulting default by payments to the Trustee during the remaining term of the Certificates. There is no assurance that the ERFPD will have the ability to pay the Certificates in full upon an Event of Nonappropriation by the Town, nor is there any assurance that the ERFPD will continue to make annual payments of Base Rentals in the Town’s stead. Construction Risk. The Project is comprised primarily of construction of the Town’s portion of the Facility as well as construction of a proportionate share of the common areas and improvements to the Site. See “SOURCES AND USES OF FUNDS--The Project.” There is no assurance that the Project can be completed with the proceeds of the Certificates or within the budget proposed by the Town. Contingencies generally involved with the construction of any facility, such as natural disasters, labor difficulties, unanticipated engineering or structural problems, difficulties in obtaining materials, weather conditions and economic conditions in general, may cause delays resulting in increased costs. Any unanticipated increase in the cost of the projects could require the issuance of Additional Certificates which would dilute the revenues available to pay Base Rentals. Further, if the Project is not completed for any reason, or is downsized or partially completed, the Trustee may not be able to sublease the Leased Property or otherwise sell or dispose of its interest in the Leased Property for an amount equal to the aggregate principal amount of the Certificates then outstanding, plus accrued interest. Leased Property Comprises Only a Portion of the Joint Facility. The Leased Property is comprised of only a portion of the Facility. As currently configured, Unit B includes space on the ground and the first floors of the Facility. Unit A, to be occupied by the ERFPD, includes space on the ground, first and second floors of the Facility. Although Unit A is physically separated from Unit B, the unique configuration and the existence of fire facilities in close proximity to Unit B as well as the fact that the ERFPD will be simultaneously occupying/using portions of the same physical structure may make the Leased Property less attractive to potential users if the Trustee must sublease or otherwise sell or dispose of its interest in the Leased Property. Further, portions of the Leased Property are particularly designed and used for police purposes and may not be easily converted to alternate uses. There is no guarantee that the Trustee will be able to sublease the Leased Property or otherwise sell or dispose of its leasehold interest in the Leased Property in an amount equal to the amount of the outstanding Certificates. Current Uses of Property; Restrictions; Valuation. The Town anticipates expending approximately $6.5 million of Certificate proceeds on Unit B. However, the amount spent on Unit B improvements may not be indicative of amounts the Trustee may receive in exercising its remedies under the Lease. Upon a termination of the Lease, there is no guarantee that the Trustee will be able to sublease or otherwise sell or dispose of its leasehold interest in the Leased Property under the Site Lease in an amount equal to the amount of the outstanding 12 Certificates. Further, the Leased Property is subject to present and future zoning requirements or other land use regulations imposed by the Town. Zoning and land use regulations in effect in the future may restrict the future uses of the Leased Property. Should that occur, the Leased Property may have less value to third parties than its current value would indicate. Further, the Leased Property is located within a Public Facility zone district; use by a party other than a public entity would require a waiver of that zoning designation by the Town. Realistically, it may be impossible for the Trustee to dispose of its interest in the Leased Property to any entity other than another governmental entity. The Leased Property is subject to certain existing encumbrances (which will be Permitted Encumbrances for purposes of the Lease). Certain of those encumbrances may make the Leased Property less attractive to third parties in the event the Trustee is required to exercise its remedies under the Lease. These encumbrances include rights to remove ore, rights of way for ditches or canals constructed by the United States government, limitations on use as a grocery store, gas station or any automotive-industry related building, protective covenants imposed by subdivision plats, the right of the Town to restrict and prohibit certain uses (including dwellings, timeshares, interval or fractional ownership, hotel, motels and lodge, college or university, theater/performance hall, furniture shop and home improvement stores under 25,000 square feet) and utility and road rights of way. Limited Duration of Site Lease The term of the Site Lease is 10 years longer than the term of the Certificates. Upon termination of the Lease for any reason (including the occurrence of an Event of Nonappropriation), the Trustee may assign its interest in the Site Lease and may foreclose through the courts on or sell, lease, sublease or otherwise liquidate or dispose of its interest in the Leased Property. The net proceeds received from those activities are to be applied to pay the Certificates. However, due to the limited term of the Site Lease, the Trustee may find it difficult or impossible to locate third parties that are interested in accepting an assignment of the Trustee’s rights in the Leased Property. Further, the limited term of the Site Lease may make it difficult or impossible for the Trustee to collect revenues over the remaining term of the Site Lease that are sufficient to pay the Certificates. Enforceability of Remedies; Liquidation Delays Under the Lease and the Site Lease, the Trustee has the right to take possession of and dispose of the Trustee’s interest in the Leased Property upon an Event of Nonappropriation or an Event of Lease Default and a termination of the Lease. However, the enforceability of the Lease is subject to applicable bankruptcy laws, equitable principles affecting the enforcement of creditors’ rights generally and liens securing such rights, and the police powers of the Town. Because of the use of the Leased Property by the Town for the public welfare, a court in any action brought to enforce the remedy of the Trustee to take possession of the Leased Property may delay possession for an indefinite period, even though the Town may have terminated the Lease or be in default thereunder. As long as the Trustee is unable to take possession of the Leased Property or any other projects or property which may subsequently be approved in connection with the issuance of Additional Certificates, it will be unable to sublease or otherwise dispose of its leasehold interests in the Leased Property as permitted under the Site Lease and the 13 Indenture or to redeem or pay the Certificates except from funds otherwise available to the Trustee under the Indenture. See “SECURITY FOR THE CERTIFICATES.” Effect of Termination on Exemption from Taxation and on Exemption from Registration Special Counsel has specifically disclaimed any opinion as to the effect that termination of the Lease may have upon the treatment for federal or State income tax purposes of amounts received by an Owner of Certificates subsequent to such termination. There is no assurance that any amounts representing interest received by the Owners of the Certificates after termination of the Lease as a consequence of an Event of Nonappropriation or Event of Lease Default will be excludable from gross income under federal or State laws. In view of past private letter rulings by the United States Department of Treasury, Owners of the Certificates should not assume that payments allocable to interest received from the Certificates would be excludable from gross income for federal or State income tax purposes if an Event of Nonappropriation or an Event of Lease Default occurs and the Lease is terminated. See “TAX MATTERS.” In the event of a termination of the Town’s obligations under the Lease, there is no assurance that Owners of Certificates would be able to transfer their interests without compliance with federal securities laws. Condemnation Risk In the mid-1990’s, the City of Sheridan, Colorado (“Sheridan”) exercised its eminent domain powers to acquire an administration building it previously had leased under an annually terminable lease purchase agreement. Sheridan sought to use its condemnation power to acquire the property at a fraction of the remaining lease payments (which would be paid to owners of certificates of participation in Sheridan’s lease). Sheridan’s condemnation suit was successful; however, Sheridan was unable to pay the court-determined amount representing the value of the property and eventually vacated the building in favor of the trustee. Sheridan eventually reached a settlement with the trustee and reacquired possession of the building from the trustee. Pursuant to this settlement, certificate holders reportedly received less than half of the amounts due them under the certificates. The Town considers the occurrence of a situation such as the one described above to be unlikely; however, there is no assurance that the Leased Property (or portions thereof) would not be condemned in the future. Casualty Risk If all, substantially all, or any portion of the Leased Property is damaged or destroyed by any casualty, there is no assurance that casualty insurance proceeds and other available monies of the Town will be sufficient either to repair or replace the damaged or destroyed property or to pay all the outstanding Certificates, if the Certificates are called for mandatory redemption as a result of such casualty. See “THE CERTIFICATES--Redemption Provisions.” Although the Town believes its casualty insurance coverages are adequate, there is no assurance that such damage or destruction would not have a material adverse effect on the ability of the Town to make use of the Leased Property. Delays in the receipt of casualty insurance proceeds pertaining to the Leased Property or delays in the repair, restoration or replacement of property damaged or destroyed also could have an adverse effect upon the ability of the Town to make use of the Leased Property or upon its ability to make timely payment of rental payments under the Lease. 14 Insurance Risk The Lease requires that until termination of the Lease Term, the Town must provide casualty and property damage insurance for the Leased Property in an amount equal to the estimated replacement cost of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount not to exceed $250,000. The Town currently has a blanket property and casualty insurance policy covering its existing property; however, such policy is subject to annual renewal. There is no guarantee that the Town will be able to acquire sufficient casualty insurance at reasonable prices in the future. See “THE TOWN--Town Insurance Coverage.” Pursuant to the Lease, if the Town insures against similar risks by self- insurance, the Town may, at its election, provide for public liability insurance in connection with the Project partially or wholly by means of an adequate self-insurance fund. Such a self- insurance fund (if established) would likely be funded annually by appropriation, and there is no assurance that such fund will at any time be adequately funded. There is no assurance that, in the event the Lease is terminated as a result of damage to or destruction or condemnation of the Leased Property, moneys made available from the Town’s insurance by reason of any such occurrence will be sufficient to redeem the Certificates at a price equal to the principal amount thereof outstanding plus accrued interest to the redemption date. See “THE CERTIFICATES-- Redemption Provisions.” Future Changes in Laws Various State laws and constitutional provisions apply to the imposition, collection, and expenditure of ad valorem property taxes, sales taxes, other revenues, and the operation of the Town. There is no assurance that there will not be any change in, interpretation of, or addition to the applicable laws, provisions, and regulations which would have a material effect, directly or indirectly, on the affairs of the Town and the imposition, collection, and expenditure of its revenues. Such changes could include, but are not limited to, future restrictions on real estate development and growth in the Town and State law changes in the items subject to sales taxes or exemptions therefrom. Forward-Looking Statements This Official Statement, including but not limited to the sections entitled “CERTAIN RISK FACTORS,” “TOWN FINANCIAL OPERATIONS--Summary of Historical Revenues, Expenditures and Changes in Fund Balances - 2014 Budget Considerations,” and any sections referring to interim, unaudited or budgeted information for 2013, 2014 or future years, contains statements relating to future results that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward- looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward looking statements and actual results. Those differences could be material and could impact the availability of Revenues available to pay Base Rentals and Additional Rentals under the Lease. 15 Secondary Market No assurance can be given concerning the future existence of a secondary market for the Certificates or its maintenance by the Underwriter or others, and prospective purchasers of the Certificates should therefore be prepared to hold their Certificates to maturity. 16 SOURCES AND USES OF FUNDS Sources and Uses of Proceeds The following are the estimated sources and uses of the proceeds of the Certificates: Sources and Uses of Proceeds Amount Sources of Funds Par amount of the Certificates ...................................... $6,300,000 Plus: net original issue premium ................................. 302,205 Total: ............................................................................ $6,602,205 Uses of Funds The Project ................................................................... $6,448,655 Costs of issuance (including Underwriter’s discount) . 153,550 Total: ............................................................................ $6,602,205 Source: The Underwriter. The Project The Facility IGA requires each party to pay for construction of its Unit as well as an apportioned share of shared space. The Project to be funded with the proceeds of the Certificates will include the Town’s share of the Joint Facility, including costs associated with construction of Unit A and apportioned costs for shared space and Site improvements. 17 THE CERTIFICATES General The Certificates are dated as of their date of delivery and mature on the dates set forth on the inside cover page of this Official Statement. The Certificates bear interest (based on a 360-day year consisting of twelve 30-day months) from their dated date to maturity, payable semiannually on June 1 and December 1 of each year (each an “Interest Payment Date”), commencing June 1, 2017. The Certificates are issuable as fully registered certificates and initially will be registered in the name of “Cede & Co.,” as nominee for DTC, the securities depository for the Certificates. Purchases by Beneficial Owners of the Certificates are to be made in book-entry only form. Payments to Beneficial Owners are to be made as described in “Book- Entry Only System” and Appendix C. Payment Provisions Except for any Certificates for which DTC is acting as Depository or for an Owner of $1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on all Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any Certificates for which DTC is acting as Depository, the principal of, premium, if any, and interest on such Certificates shall be payable as directed in writing by the Depository. In the case of an Owner of $1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on such Certificates shall be payable by wire transfer of funds to a bank account designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the 15th day of the calendar month (whether or not a Business Day) immediately preceding the Interest Payment Date (the “Regular Record Date”), irrespective of any transfer of ownership of Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by either electronic means or by first class mail postage prepaid at least 10 days prior to the special record date, to the Owner of each Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Notwithstanding the foregoing, payments of the principal of and interest on the Certificates will be made directly to DTC or its nominee, Cede & Co., by the Paying Agent, so long as DTC or Cede & Co. is the registered owner of the Certificates. Disbursement of such payments to DTC’s Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and the Indirect Participants, as more fully described herein. See “Book-Entry Only System” below. Redemption Provisions Optional Redemption. The Certificates maturing on or prior to December 1, 2026, shall not be subject to optional redemption prior to their respective maturity dates. The 18 Certificates maturing on and after December 1, 2027, shall be subject to redemption prior to their respective maturity dates at the option of the Town, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Town shall determine and by lot within a maturity, on December 1, 2026, and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. In the case of a Prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the Town Representative pursuant to the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the Certificates that remain Outstanding after such Optional Redemption. For such confirmation, the Trustee may rely on a certification of the Town Representative or other person as provided in the Lease. Mandatory Sinking Fund Redemption. The Certificates maturing on December 1, 2028, December 1, 2030, December 1, 2032 and December 1, 2035 (the “Term Certificates”) are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof, plus accrued interest to the redemption date, as more particularly described below. The following principal amounts of the Certificates maturing December 1, 2028, are subject to mandatory sinking fund redemption (after credit as described below) on December 1 of the following years: Redemption Date (December 1) Principal Amount 2027 $330,000 2028 (maturity) 345,000 The following principal amounts of the Certificates maturing December 1, 2030, are subject to mandatory sinking fund redemption (after credit as described below) on December 1 of the following years: Redemption Date (December 1) Principal Amount 2029 $355,000 2030 (maturity) 370,000 The following principal amounts of the Certificates maturing December 1, 2032, are subject to mandatory sinking fund redemption (after credit as described below) on December 1 of the following years: Redemption Date (December 1) Principal Amount 2031 $385,000 2032 (maturity) 395,000 The following principal amounts of the Certificates maturing December 1, 2035, are subject to mandatory sinking fund redemption (after credit as described below) on December 1 of the following years: 19 Redemption Date (December 1) Principal Amount 2033 $405,000 2034 420,000 2035 (maturity) 430,000 On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to call the Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such Term Certificates) for redemption from the sinking fund on the next December 1, and give notice of such call without other instruction or notice from the Town. The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the Town. Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of (a) an Event of Nonappropriation, (b) an Event of Lease Default, or (c) the Trustee, with the written consent of the Town, fails to repair or replace the Leased Property pursuant to the terms of the Lease, if (1) the Leased Property is damaged or destroyed in whole or in part by fire or other casualty, or (2) title to, or the temporary or permanent use of, the Leased Property has been taken by eminent domain by any governmental body or (3) breach of warranty or any material defect with respect to the Leased Property becomes apparent or (4) title to or the use of all or the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award, made available by reason of such occurrences, shall be insufficient to pay in full, the cost of repairing or replacing the Leased Property, and the Town does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose, the Certificates are required to be called for redemption. If called for redemption, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, shall, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus 20 interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys shall be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys shall be paid to the Town as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee shall be entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES, SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE TOWN. Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000. Upon surrender of any Certificates for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificates or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required to, not less than thirty (30) and not more than sixty (60) days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate), mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository. Any notice of redemption is to (1) be given in the name of the Trustee, (2) identify the Certificates to be redeemed, (3) specify the redemption date and the redemption price, (4) in the event of optional redemption, state that the Town has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease, (5) state that such redemption is subject to the deposit of the funds related to such option by the Town on or before the stated redemption date and (6) state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificates Owners, provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established under the Indenture. 21 Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Certificates so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the owners of the Certificates called for redemption in the same manner as the original redemption notice was given. Tax Covenant In the Lease, the Town covenants for the benefit of the owners of the Certificates that it will not take any action or omit to take any action with respect to the Certificates, the proceeds thereof, any other funds of the Town or any facilities financed or refinanced with the proceeds of the Certificates (except for the possible exercise of the Town’s right to terminate the Lease as provided therein) if such action or omission (i) would cause the interest on the Certificates to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, or (ii) would cause interest on the Certificates to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except that such interest is required to be included in calculating the “adjusted current earnings” adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, or (iii) would cause interest on the Certificates to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law. Subject to the Town’s right to terminate the Lease, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the Certificates, until the date on which all obligations of the Town in fulfilling the above covenant under the Tax Code and Colorado law have been met. In addition, the Town has covenanted in the Lease that its direction of investments pursuant to the Indenture shall be in compliance with the procedures established by the Tax Certificate (defined in Appendix B) to the extent required to comply with its covenants contained in the foregoing provisions of the Lease. The Town hereby agreed that, to the extent necessary, it will, during the Lease Term, pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any payment of Town moneys pursuant to the foregoing sentence shall be Additional Rentals for all purposes of the Lease. Book-Entry Only System The Certificates will be available only in book-entry form in the principal amount of $5,000 or any integral multiples thereof. DTC will act as the initial securities depository for the Certificates. The ownership of one fully registered Certificate for each maturity as set forth on the inside cover page of this Official Statement, each in the aggregate principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC. See Appendix C - Book-Entry Only System. SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE CERTIFICATES, REFERENCES IN THIS OFFICIAL STATEMENT TO THE OWNERS OR REGISTERED OWNERS OF THE CERTIFICATES WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS. 22 Neither the Town nor the Trustee will have any responsibility or obligation to DTC’s Participants or Indirect Participants, or the persons for whom they act as nominees, with respect to the payments to or the providing of notice for the DTC Participants, the Indirect Participants or the beneficial owners of the Certificates as further described in Appendix C to this Official Statement. 23 BASE RENTALS SCHEDULE The following table sets forth the schedule of Base Rentals due pursuant to the Lease in each year, including the Principal Component and the Interest Component. Schedule of Base Rentals(1)(2) Calendar Year Principal Component Interest Component Total Base Rentals 2017 $ 205,000 $ 243,325 $ 448,325 2018 265,000 178,775 443,775 2019 275,000 170,825 445,825 2020 285,000 162,575 447,575 2021 290,000 156,875 446,875 2022 295,000 151,075 446,075 2023 300,000 145,175 445,175 2024 305,000 136,175 441,175 2025 320,000 127,025 447,025 2025 325,000 120,625 445,625 2027 330,000 114,125 444,125 2028 345,000 100,925 445,925 2029 355,000 87,125 442,125 2030 370,000 72,925 442,925 2031 385,000 58,125 443,125 2032 395,000 48,019 443,019 2033 405,000 37,650 442,650 2034 420,000 25,500 445,500 2035 430,000 12,900 442,900 Total $6,300,000 $2,149,744 $8,449,744 (1) Totals may not add due to rounding. (2) The Base Rentals are due semi-annually on May 15 and November 15 of each year that the Lease remains in effect. The Trustee will use the Base Rentals to pay the principal and interest due on the Certificates on June 1 and December 1 of each year. Source: The Underwriter. 24 SECURITY FOR THE CERTIFICATES General Each Certificate evidences a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease and the Indenture. Under the Site Lease, the Leased Property has been leased by the Town to the Trustee, and under the Lease, the Leased Property has been leased by the Trustee back to the Town and the Town has agreed to pay directly to the Trustee, Base Rentals in consideration of the Town’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the Town. The execution and delivery of the Certificates does not directly or contingently obligate the Town to make any payments beyond those appropriated for the Town’s then current Fiscal Year. As more fully described under the caption “CERTAIN RISK FACTORS,” the Lease is subject to renewal on an annual basis at the option of the Town. The Lease Term and the schedule of payments of Base Rentals are designed to produce moneys sufficient to pay the Certificates and interest thereon when due (if the Town elects not to terminate the Lease prior to the end of the Lease Term). The Certificates shall not constitute a mandatory charge or requirement of the Town in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the Town or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town, within the meaning of any constitutional, home rule charter or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the Town to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the Town’s then current Fiscal Year. Base Rentals and Additional Rentals may be paid from any lawfully available Town monies appropriated for that purpose. See “TOWN FINANCIAL OPERATIONS.” In the event of termination of the Town’s obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the Town is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default shall have occurred and remain uncured, the Trustee may take any of the following actions: (i) terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property which vacation and surrender the Town agrees under the Lease to complete within sixty (60) days from the date of such notice; (ii) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property; (iii) recover from the Town (a) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable under the Lease, during any period in which the Town continues to occupy, use or possess the Leased Property; and (b) Base Rentals and Additional Rentals, for which a specific Appropriation has 25 been effected by the Town for such purpose, which would otherwise have been payable by the Town under the Lease during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (v) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. In the event the Town does not vacate and surrender possession on the termination date, the “holdover tenant” provisions of the Lease shall apply. Additional Certificates So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth in the Indenture. The principal of any Additional Certificates shall mature on December 1 and the interest payment dates therefore shall be the same as the interest payment dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide moneys to pay any one or more of the following: (a) the costs of acquiring, constructing, improving and installing any New Facility, or of acquiring a Site for any New Facility (and costs reasonably related thereto); (b) the costs of completing the Improvement Project or making, at any time or from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the Town may deem necessary or desirable, and as in accordance with the provisions of the Lease; or (c) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the Costs of Execution and Delivery of the Additional Certificates, the amount to be deposited to the Reserve Fund, if any, or to a separate reserve fund for such Additional Certificates, or the costs of acquiring a Qualified Surety Bond, and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Each of the Additional Certificates issued pursuant to the Indenture will evidence a proportionate interest in the rights to receive Revenues under the Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. 26 THE TOWN General The Town is located in Eagle County (the “County”) on Interstate Highway 70. It is located 8 miles west of the Town of Vail and the Vail Ski Resort, 114 miles west of Denver, and 23 miles east of the Town of Eagle. The Town encompasses approximately eight and one- quarter square miles of land. In addition to the Town’s role as a center of commercial and retail development for the area, the Town serves as a support base for the Vail, Beaver Creek and Arrowhead resorts, with a number of various types of accommodations for visitors to the area. The Town also is a major residential community within the County. The Town provides a full range of municipal services, including: police protection, the construction and maintenance of parks, streets and roads and other infrastructure; recreational amenities and cultural activities and events; community planning and zoning; and general administrative services. Town Powers Pursuant to the Charter, and except as limited by the State Constitution, the Town has the power of self-government and home rule, as well as all municipal powers established by the constitution and laws of the State. Among those powers, rights and liabilities specifically, but not exclusively, enumerated in the Charter are the following: perpetual succession; to own, possess, and hold real and personal property; to succeed to all rights and liabilities, to acquire all benefits, and to assume payment of all bonds, obligations, and indebtedness of the Town; to sue and defend, plead and be impleaded in all courts and places and in all matters and proceedings; to purchase, receive, hold and enjoy, or sell and dispose of real and personal property; and to have and use a common seal. Governing Body Mayor and Town Council. The Town operates under a council-manager form of government whereby all powers and authority of the Town are vested in an elected Town Council. The Town Council consists of seven members, one of whom serves as mayor and one of whom serves as mayor pro-tem. The Town Council meets on the second and fourth Tuesdays of the month. Special meetings are held at the written request of the Mayor or any four council members. All Town Council members are elected at large for staggered four-year terms at general municipal elections. General municipal elections are conducted on the first Tuesday after the first Monday in November of even numbered years. Any vacancies which occur are filled by the remaining council members who choose by majority vote a duly qualified person to fill such vacancy, until a successor can be elected at the next general municipal election. At the first Town Council meeting following each general Town election, the Town Council elects one of its members to serve as Mayor and one to serve as Mayor Pro-Tem. The Mayor is the executive head of the Town and presiding officer of the Town Council. The Mayor has no power to vote except in cases of tie vote of the members of the Town Council present and voting. The mayor pro-tem is elected by the Town Council from the Town Council membership to serve in the event of absence or disability of the Mayor. 27 The members of the Town Council, their principal occupations, and terms of office follow. Name and Office Principal Occupation Elected/ Appointed Term Expires Jennie Fancher, Mayor Pro Tem Office Manager 2012 2016 Jake Wolf, Mayor Pro Tem Musician 2012 2016 Megan Burch, Council Member Economic Services Supervisor, Eagle County 2014 2018 Matt Gennett, Council Member Town Planner 2014 2018 Sarah Smith Hymes, Council Member Small Business Owner 2014 2018 Scott Prince, Council Member Banker 2014 2018 Albert B. “Buz” Reynolds, Council Member Owner-development contractor 2008 2016 The Colorado constitution limits Council Members to two terms. Town voters may vote to eliminate, extend or change the term limits imposed by the constitution. The Town Council currently has no plans to ask its voters to change the term limits. Enactment of Ordinances. All official action of the Town Council must be done through the passage of ordinances, resolutions or motions. All legislative enactments must be in the form of ordinances; all other actions may be in the form of resolutions or motions. Generally, no ordinance may be enacted until it has been introduced and approved on first reading and published and finally approved on second reading. The effective date of all ordinances is seven days after public notice following final passage. An exception to the above is made for any ordinance which declares therein that it is an emergency ordinance immediately necessary for the preservation of the public peace, health, or safety. Such an ordinance may be enacted at the meeting at which it is introduced by unanimous minus one vote of Town Council members present and without publication or second reading on passage. The emergency ordinance, takes effect eight days after passage and is required to be published for informational purposes after final passage. The Charter reserves the right of the Town’s electors to propose ordinances to the Town Council by means of an initiatory petition procedure and to subject certain ordinances to reconsideration by the Town Council or a referendum vote through the submission of a petition. Administration The Town Council-manager form of government vests responsibility for Town operations in the Town Manager and Town staff. The Town Manager is appointed by the Town Council and serves for an indefinite term at the pleasure of the Town Council. The Town Manager must reside within the Town’s boundaries while in office. The staff functions through the Town’s various departments which are under the direction of the Town Manager. Information about the Town Manager, the Assistant Town Manager/Director of Finance and Administration and the Town Clerk is set forth below. Town Manager. Ms. Virginia Egger joined the Town in December 2012. Her prior city management work includes seven years as the Telluride, Colorado, Town Manager and four years as City Administer for Sun Valley, Idaho. Her professional resume also includes eight years’ experience in regional and/or county government planning and special project work. Ms. 28 Egger is the founder of the Telluride Mountain School and remains on its Advisory Board. She is a graduate of the University of Colorado with a Bachelor of Arts degree in economics. Assistant Town Manager-Finance/Director of Finance. Mr. Scott Wright was promoted to the position of Assistant Town Manager in 2007. He was hired as the Town’s Finance Director in 1996. Prior to joining the Town, Mr. Wright was the Chief Financial Officer for the City of Northglenn, Colorado, and the Chief Accountant for the Irving Independent School District in Irving, Texas. Mr. Wright also has been employed as a Certified Public Accountant performing audits of local governments in Texas and Colorado. Mr. Wright has more than 30 years of experience in local government finance and is a Certified Public Finance Officer. Mr. Wright has a Bachelor of Arts degree in Accounting from the University of Northern Iowa. Town Clerk. Ms. Debbie Hoppe has been employed by the Town of Avon since 1995 and was recently promoted to Town Clerk, having previously served as Deputy Town Clerk/Court Clerk. Prior to joining the Town, Ms. Hoppe was employed as a legal case worker for a local government in Nevada and as the Administrative Assistant for the CIO of Weststar Bank in Avon. Ms. Hoppe is the first student from the Colorado courts to complete the Michigan State University Judicial Administration Program, and is currently participating in the Colorado Municipal Clerks Institute. Town Employees, Benefits and Pension Matters Employees. The Town currently employs 84 full-time employees and 122 part- time employees. No Town employees are represented by a union or other collective bargaining unit. The Town considers its employee relations to be excellent. Benefits. The Town offers its full-time employees a comprehensive health, dental, and vision insurance plan, a long-term disability plan, term life insurance, an employee assistance program and a cafeteria plan. The Town is self-insured for employee health and dental care which is administered by a third party. See Note 8 in the audited financial statements attached hereto as Appendix A for more information. Retirement Plans. The Town maintains retirement plans for its full-time and part- time, temporary and seasonal employees. Those plans are briefly described below. See Note 6 in the audited financial statements attached hereto as Appendix A for further information about the Town’s retirement plans, including vesting schedules. Full-time Employees. The Town maintains two single-employer, defined contribution pension plans for full-time employees: (1) the Town of Avon Police Officers Money Purchase Pension Plan, and (2) the Town of Avon General Employee Money Purchase Pension Plan. These plans are currently administered by The Principal Financial Group. A defined contribution pension plan has terms that specify how contributions to an individual’s account are to be determined rather than the amount of pension benefits the individual is to receive. In a defined contribution plan, the pension benefits a participant will receive depend only on the amount contributed to the participant’s account, earnings on investments of those contributions, and forfeitures of other participant’s benefits that may be allocated to the participant’s account. 29 All full-time employees are required to participate in one of the retirement plans upon employment with the Town. The type of plan that an employee participates in is dependent on the type of employee (police officer or general government employee). Town ordinance provides that both the employee and the Town contribute an amount equal to 11% of the employee’s base salary each month. For 2014 and 2015, the Town contributed $522,844 and $577,084, respectively, to these plans. Part-time, Temporary and Seasonal Employees. In 1997, the Town adopted a PTS Retirement Plan (the “PTS plan”) administered by the ICMA Retirement Corporation. The PTS plan is designed specifically for employees who are part-time, temporary, or seasonal, and is defined as a Social Security replacement retirement plan. The PTS plan allows participants to defer federal and state income taxes on savings until retirement. The PTS plan requires a minimum contribution of 7.5% of an employee’s salary per plan year. The Town elected to have 3.75% contributed by the employee and 3.75% matched by the Town. Employees also have the option to contribute additional amounts. For 2014 and 2015, the Town contributed $25,183 and $25,490, respectively, to the PTS Plan. No Other Post-Employment Benefits. The Town does not offer any post- retirement benefits (“OPEB”) to its retirees. Accordingly, it does not have material unfunded actuarial liability for OPEB and does not expect to have any in the future. Town Insurance Coverage The Town is exposed to various risks of loss related torts; thefts of, damage to or destruction of assets; errors or omissions; injuries to employees; and natural disasters. In order to insure against such risks, the Town is a member of the Colorado Intergovernmental Risk Sharing Agency (“CIRSA”), a joint self-insurance pool created by intergovernmental agreement of more than 200 municipalities and special districts to provide property, general and automobile liability and public officials coverage to its members. CIRSA is governed by a seven member Board elected by and from its members; the Town does not exercise any oversight or control over CIRSA. Coverage is provided through pooling of self-insured losses and the purchase of excess insurance coverage. CIRSA has a legal obligation for claims against its members to the extent that funds are available in its annually established loss fund and that amounts are available from insurance providers under excess specific and aggregate insurance contracts. Losses incurred in excess of loss funds and amounts recoverable from excess insurance are direct liabilities of the participating members. CIRSA has indicated that the amount of any excess losses would be billed to members in proportion to their contributions in the year such excess occurs, although it is not legally required to do so. The Town has not been informed of any excess losses that may have been incurred by the pool. The Town’s annual contribution to CIRSA amounted to $181,890 for 2015. The Town continues to carry commercial insurance coverage for other risks of loss including workers compensation. Settled claims have not exceeded this commercial coverage in any of the past three fiscal years. In the opinion of the Assistant Town Manager, the Town’s insurance policies provide adequate insurance protection for the Town. 30 Capital Improvement Plan Each year, the Town adopts a five-year capital improvement plan (“CIP”) in conjunction with its budget process; however, only the portion of the CIP for the current budget year is incorporated in the budget and funds appropriated. The CIP is a planning document; projects included in the CIP can be added, removed or revised at the discretion of the Town Council. The CIP includes the following project categories: facilities; land and land improvements; roads and streets; utilities; recreation; water fund projects; communication and technology; strategic planning and other. The 2016-2020 CIP includes $13,593,772 in projects, including payments on certain capital leases. Major capital improvement projects for 2016 include: Eagle Valley Trail, Phase 3 - $2,725,000; Metcalf Road Bike Climbing Lane and Asphalt Overlay - $1,260,000; walkability design - $325,000; and Nottingham Park restroom remodel - $260,800. The Town funds its CIP primarily from proceeds of its real estate transfer tax; other sources include grants, intergovernmental funds, interfund transfers and developer fees. Intergovernmental Contracts and Agreements The Town is a party to numerous intergovernmental agreements in order to efficiently provide services to its residents. Certain of those agreements are discussed generally below. Upper Eagle Regional Water Authority. The Town is a participant in the Upper Eagle Regional Water Authority, which was formed by intergovernmental agreement by numerous municipal and quasi-municipal corporations located in the County to supply water and developer water resources and facilities. See Note 12 in the audited financial statements attached hereto as Appendix A for further information. Village at (Avon). General. On October 13, 1998, the Town entered into an Annexation and Development Agreement (the “Original Development Agreement”) with the owners of approximately 1,790 acres of property (the “Village Owners”) immediately east of the Town known as The Village (at Avon) (the “Village”). On October 13, 1998, the Town Council approved the annexation of the Village. According to the Original Development Agreement, the Village Owners anticipated developing the Village for retail and other commercial uses, single- family and multi-family residential uses, hotel uses, recreational uses and open space. Following several years of litigation, the Town and Traer Creek Metropolitan District (“Traer Creek”) agreed to amendments to the Consolidated, Amended and Restated Annexation and Development Agreement (“CARADA”) and amendments to the PUD Guide and PUD Plan Map. The CARADA amends and restates the Original Development Agreement as the same was assigned and amended and effects a full and final settlement of all disputes. Only the provisions of the CARADA deemed relevant and material to the Town are described herein. Tax Credits and Waivers. The CARADA continues to provide provisions for the waiver of all retail sales taxes, use taxes, real estate transfer taxes and accommodation taxes with respect to transactions within the Village, so long as comparable fees are imposed by a nonprofit public improvement company (the “PIC”) formed by the Village Owners. The Original Development Agreement contemplates that such comparable fees will be imposed by 31 the PIC and the proceeds of such fees will be used to pay debt service on the bonds that were issued by Traer Creek to finance the construction of infrastructure within the Village. Add-On RSF Revenues and Municipal Payments. Pursuant to the CARADA, in implementation of the Settlement Term Sheet and in consideration of the Town’s provision of certain municipal services in accordance with the CARADA, the PICs are imposing Retail Sales Fees constituting Add-On PIF in the amount of 0.75% for the purpose of paying “Municipal Payments” (as defined in the Development Agreement) to the Town. Such Retail Sales Fees are in addition to the Retail Sales Fees imposed at the current rate of 4.0%. Avon Urban Renewal Authority The Avon Urban Renewal Authority (“AURA”) is a separate body corporate created by the Town in June 2007 for the purpose of undertaking certain urban renewal activities within the Town. The boundaries of the AURA are coterminous with the boundaries of the Town. The Town Council serves as the governing body (the “Board”) for the AURA Authority and the members of the Town administrative staff serve as its administrators. The Town Center West Urban Renewal Project Area (the “Urban Renewal Project Area”) encompasses approximately 225 acres of land within the Town. The Urban Renewal Project Area generally includes properties located in the commercial area known as Avon Town Center West. The Urban Renewal Project Area is bounded on the south by the Eagle River and the Denver and Rio Grande Western Railroad tracks, on the west by West Beaver Creek Boulevard, on the east by Avon Road, and on the north by the southern Interstate 70 right-of- way. The Town Council determined that the area comprising the Urban Renewal Project Area was a blighted area in accordance with statutory criteria. On August 14, 2007, the Town Council adopted the Town Center West Area Urban Renewal Plan dated August 2007 (the “Plan”) approving one or more urban renewal projects in the Urban Renewal Project Area. The Plan describes a series of activities designed to eliminate existing blight, including, among other activities, creating a new “main street” in the existing pedestrian mall right-of-way, linking pedestrian, bicycle and automobile circulation to and through the Avon Town Center, Nottingham Park, Confluence and the Eagle River, developing a multi-modal transit center, establishing public plazas and other gathering spaces for community interaction and social events, and developing a mix of uses that provides residential and lodging bed base supported by community and guest commercial uses. The Plan also authorizes the use of property tax increment financing for a period of 25 years following adoption of the Plan. A minor modification to the Town Center West Urban Renewal Plan was adopted by the Board on November 5, 2015. The revisions primarily identify specific potential projects that are appropriate and supportive of the Plan. 32 TOWN FINANCIAL OPERATIONS Budget and Appropriation Process The Town’s fiscal year begins on January 1 and ends December 31. Pursuant to the Charter, prior to the start of each fiscal year the Town Manager presents a recommended budget and long-range capital program to the Town Council. The budget provides a complete financial plan of all municipal funds and activities for the coming fiscal year and contains the proposed financial policies for the Town for the next fiscal year, including an explanation of any major changes in policy, expenditures and revenues from the prior year, a description of all expenditures and revenues, and a summary of the Town’s debt position and estimated surpluses or deficits in the various funds. A public hearing on the proposed budget and capital program is held following the publication of a notice indicating that copies of the proposals are on file for public inspection. The budget is adopted by the Town Council, either with or without amendment, by resolution. The Charter provides that the budget must be adopted on or before the last day established by law for certification of the next year’s tax levy to the County. If the Town Council fails to do so, the amounts appropriated for the current fiscal year are deemed adopted for the following fiscal year on a monthly basis until a budget is adopted. The adoption constitutes an appropriation of the amounts specified therein and a levy of the property tax contained therein. Supplemental appropriations may be made during the fiscal year upon the certification by the Town Manager that revenues in excess of those estimated in the budget are available. As a part of its annual budget process, the Town Council amends its current-year budget to realize changes in revenues and expenditures. The Town Council may, by emergency ordinance, make appropriations to meet public emergencies affecting life, health, property, or the public peace. The Town Council may authorize the issuance of emergency notes which may be renewed from time to time and must be paid no later than the last day of the fiscal year following that in which the emergency appropriation was made. The adopted budget must provide for a levy on real and personal property which will result in the collection of revenues in the amount necessary to be raised from ad valorem property taxes for municipal purposes. Following adoption of the budget, the Town Council certifies to the County Assessor the amount to be levied on taxable property within the Town for collection by the County Treasurer. Financial Statements General. The Charter requires that an independent audit be made of all Town accounts at least annually, and more frequently if deemed necessary by the Town Council. The “Colorado Local Government Audit Law” requires that an annual audit be made of the Town’s financial affairs at the end of the fiscal year. The audited financial statements must be filed with the Town Council by June 30th of each year and with the State auditor 30 days thereafter. Failure to comply with this requirement to file an audit report may result in the withholding of the Town’s property tax revenues by the County Treasurer pending compliance. The Town’s audited basic financial statements for the year ended June 30, 2015, are attached to this Official Statement as Appendix A. Such financial statements represent the most current audited financial information available for the Town. Audited financial statements 33 for prior years are available from the sources listed in “INTRODUCTION--Additional Information.” Awards. The Town received the Certificate of Achievement for Excellence in Financial Reporting awarded by the Government Finance Officers Association of the United States and Canada (“GFOA”) for the fiscal year ended December 31, 2014. The Town has received the GFOA award for 24 consecutive years. The Certificate is the highest form of recognition in the area of government finance reporting and is awarded to governmental entities whose comprehensive annual financial reports are judged to conform substantially to program standards. History of Revenues, Expenditures and Changes in Fund Balance General. Set forth in the following tables are five-year comparative statements of revenues, expenses and changes in fund balance for the General Fund and the Capital Projects Fund. The information in these tables has been derived from the Town’s Comprehensive Annual Financial Report (“CAFR”) for 2011-2015. The historical information in each table is presented in accordance with generally accepted accounting principles (“GAAP”). Each table also includes a column illustrating the 2016 adopted budget for the applicable fund. The Town’s 2016 Budget was amended in April, 2016. A description of the major sources of revenue in each fund can be found in “CURRENT SOURCES OF AVAILABLE REVENUES.” Information about these funds, including Town’s General Fund, is provided to illustrate the primary sources of available Town revenues; however, not all of those revenues are available to pay Base Rentals (or Additional Rentals) under the Lease. See “TOWN DEBT STRUCTURE.” The information in these tables should be read together with the Town’s 2015 audited basic financial statements and the accompanying notes included as Appendix A to this Official Statement. Audited financial statements for prior years may be obtained from the sources listed in “INTRODUCTION--Additional Information.” 34 General Fund - History of Revenue, Expenditures and Changes in Fund Balance Year Ended December 31, 2016 2011 2012 2013 2014 2015 Budget Revenues Taxes $ 8,923,062 $ 8,561,561 $ 9,590,230 $ 10,842,607 $ 11,569,168 $ 11,977,899 Licenses and permits 219,265 207,670 336,548 210,636 335,741 174,000 Intergovernmental 916,803 886,942 905,213 937,927 949,546 990,710 Charges for services 1,341,607 1,268,889 1,321,078 1,268,023 1,390,587 1,322,247 Fines and forfeitures 197,103 151,533 104,736 13,153 129,356 116,900 Investment earnings 35,954 21,155 5,413 26,432 19,563 25,000 Other revenue 259,081 269,714 309,085 347,731 359,124 364,900 Total revenues 11,892,875 11,367,464 12,572,303 13,764,869 14,753,085 14,971,656 Expenditures Current: General govt., finance & admin. (1) 3,409,629 2,973,211 2,761,279 2,884,616 2,916,095 3,179,386 Community development 519,268 421,133 369,158 456,063 1,348,166 1,495,777 Public safety 2,516,612 2,551,488 2,539,475 2,726,711 3,007,164 3,253,667 Public works 3,003,596 2,780,096 1,571,764 3,409,472 3,655,220 4,144,443 Recreation 2,054,477 2,148,410 3,328,177 1,654,078 1,147,149 1,288,912 Total expenditures 11,503,582 10,874,338 10,569,853 11,130,940 12,073,794 13,362,185 Excess of revenues over (under) expenditures 389,293 493,126 2,002,450 2,633,929 2,679,291 1,609,471 Other Financing Sources (Uses) Transfers in 245,350 217,204 201,006 207,121 1,538,335 219,735 Transfers out (2) (950,000) (925,000) (941,000) (3,643,251) (3,021,999) (2,102,000) Sale of capital assets -- -- 1,151 -- -- -- Capital lease proceeds -- -- 26,367 -- -- -- Contingency (3) -- -- -- -- -- ( 99,000) Total Other Sources (Uses) (704,650) (707,796) (712,476) (3,436,130) (1,483,664) (1,981,265) Net change in fund balances (315,537) (214,670) 1,289,974 (802,201) 1,195,627 (371,794) Fund balances-Beginning of year 4,506,552 4,191,195 3,976,525 5,266,499 4,464,298 5,659,925 Fund balances-End of Year $4,191,195 $3,976,525 $5,266,499 $4,464,298 $5,659,925 $5,288,131 (1) The large amount in 2011 is due to legal fees related to the Village at (Avon) settlement discussed in “THE TOWN--Intergovernmental Contracts and Agreements” above. (2) In 2014, includes the transfer of $413,251 (the fund balance attributable to the Facilities Reserve Fund) to the Capital Projects Fund. The Facilities Reserve Fund was required to be consolidated into the General Fund in 2011 as a result of the application of Governmental Accounting Standards Board Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions (“GASB 54”). (3) Budget item only. Source: Derived from the Town’s CAFRs for the years ended December 31, 2011 through 2015, and the Town’s 2016 amended budget. 35 Capital Projects Fund - History of Revenues, Expenditures and Changes in Fund Balance Year Ended December 31, 2016 2011 2012 2013 2014 2015 Budget Revenues Taxes Real Estate Transfer Tax $1,616,982 $1,707,648 $1,574,502 $3,764,526 $2,369,314 $2,100,000 Intergovernmental 240,093 1,707,114 7,419,767 1,026,019 40,000 1,878,534 Investment earnings 47,261 11,018 11,595 13,298 18,167 13,372 Other revenues 25,510 694 528 74,926 93,246 80,000 Total revenues 1,929,846 3,426,474 9,006,392 4,878,769 2,520,727 4,071,906 Expenditures Capital projects: Facilities 596,215 3,110,537 8,877,509 3,010,753 1,514,981 2,210,932 Land and land improvements 105,117 575 1,043,943 73,966 44,632 369,484 Roads and streets 6,810 230,403 642,094 4,612,269 1,667,152 4,624,684 Utilities 38,229 43,521 -- -- -- -- Water Fund projects 201,695 648,274 1,150,488 161,506 -- 150,000 Communications and technology 2,366 -- 85,581 64,215 7,037 63,201 Strategic planning -- -- 3,500 5,000 51,050 -- Other 32,225 -- -- -- -- 5,000 Debt Service Capital leases -- -- -- 153,511 121,769 121,770 Bond issuance costs -- -- -- -- 80,569 -- Total expenditures 982,657 4,033,310 11,803,115 8,081,220 3,487,190 7,545,071 Excess (deficiency)of revenues over (under) expenditures 947,189 (606,836) (2,796,723) (3,202,451) (966,463) (3,473,165) Other Financing Sources (Uses) Transfers in 118,305 648,273 1,150,488 3,904,015 2,095,000 1,020,000 Transfers out General Fund (235,350) (217,204) (201,006) -- (1,538,335) (219,735) Debt Service Fund (726,680) (710,594) (714,666) (939,496) (578,106) (578,808) Bond proceeds -- -- -- -- 3,800,000 2,500,000 Total Other Financing (Uses) (843,725) (279,525) 234,816 2,964,519 3,778,559 2,721,457 Net change in fund balances 103,464 (886,361) (2,561,907) (237,932) 2,812,096 (751,708) Fund balances-Beginning of year 6,969,457 7,072,921 6,186,560 3,624,653 3,386,821 6,198,817 Fund balances-End of Year $7,072,921 $6,186,560 $3,624,653 $3,386,821 $6,198,817 $5,447,109 Source: Derived from the Town’s CAFRs for the years ended December 31, 2011 through 2015; and the Town’s 2016 amended budget. 2016 Budget Considerations. The following comments regarding the Town’s 2016 budget have been provided by the Assistant Town Manager. The 2016-17 budget is guided by the 2016-2017 Town of Avon Strategic Plan, which was updated and approved by the Town Council on October 13, 2015, and was developed to help guide decision-making and provide the structure for ensuring investments and programs that reflect Council priorities in achieving the vision and adopted plans of the Town. The budget reflects the Town’s commitment to the successful implementation of the Strategic Plan’s vision for the continued growth and development of Avon. 36 The Town’s net assessed valuation grew by 16.9%, in 2015, to a total value of $194,585,530. The Town’s mill rate for general operating purposes will remain at 8.956 mills, while the mill rate for debt service will decrease from 3.302 to 2.809 mills. This decrease is required for property tax collections in the Debt Service Fund to not exceed 2016 debt service. Sales tax and accommodations tax revenues for 2016 are both budgeted to grow 4% over the revised 2015 estimates. These revenue sources were revised up from the original adopted 2015 budget due to a strong year and a continuing growth. The Town’s total 2016 appropriations for all funds equals $28,461,175. Total estimated revenues for 2016 are $30,065,090, and estimated total ending fund balances are $16,980,727. Revenues exceed expenditures due mainly to unspent bond proceeds in the Capital Projects Fund and fewer capital expenditures in the Equipment Replacement Fund. Taxes make up 65.38% of estimated operating revenues, with charges for services making up 15.66% and intergovernmental revenues 15.06%. Public works constitutes the highest percentage of operating expenditures at 24.6%, with transportation and fleet maintenance at 21.8%, public safety at 19.0%, general government/finance at 18.5%, recreation at 9.2%, and community development at 6.9%. General Fund revenues are budgeted at $15,179,407 in 2016, with taxes accounting for the majority of revenues ($11,977,899; 78.9%). Sales and accommodation taxes represent 74.1% of total taxes, with general property taxes representing 14.6%. Appropriations for 2016 General Fund operating expenditures total $14,992,955. Expenditures for public works make up the largest portion (31.6%), with public safety at 25.1%, general government 24.3%, recreation 9.9%, and community development 9.1%. Fund balances in the General Fund are budgeted to increase by $186,452 to a total estimated ending balance of $4,765,184 for 2016. The estimated ending fund balance represents 31.8% of 2016 General Fund appropriations or the equivalent of four (4) months of operations. The Town, as a resort community, retains this level of fund balance because of its heavy reliance on sales and property tax revenues, which can fluctuate due to the weather conditions related to winter snowfall and drought periods, the national economy, and general tourism demand. The Town’s fund balance provides the resources necessary to be more adaptable to the short-term financial environment and reduces the need for long term capital financing. Reserve Policy. The General Fund summary includes a GASB 54 allocation of reserved and unreserved fund balances which reflects a 25% minimum reserve balance for the General Fund. In addition, assigned fund balances of $275,000 for Special Events and $250,000 for capital improvements were established in the 2016 budget. Capital Projects Fund: Total expenditures in the Capital Projects Fund are budgeted at $6,510,553 for 2016. Major projects include Phase 3 of the Eagle Valley Trails project ($2,725,000), the Metcalf Road bike lane ($1,260,000), and remodel of the Nottingham Park restrooms ($260,400). The Town collects a 2% tax on the sale price of real property within the Town. These monies are dedicated to capital improvement projects. Real estate transfer tax collections totaled $3,764,526 in 2014, are estimated at $2,250,000 for 2015, and are budgeted in 2016 at 37 $2,100,000. Demand appears to be growing for residential and retail/commercial real estate, and local construction contractors indicate a growing demand for work in Eagle County. Debt Service Fund: Appropriations in the Debt Service Fund equal $1,126,089 for 2016. Revenues for payment of debt service come from property tax revenues, including tax increments, sales tax revenues and interest earnings. The year 2016 will be the final maturity for the Town’s Series 20014 General Obligation Refunding Bonds. In 2017 the Town’s debt service mill levy will drop to zero. Transit Fund: Appropriations for the Transit Fund, an enterprise fund, total $1,948,496 in 2016. Revenues in support of the expenditures include $1,200,000 from the 2016 General Fund operating subsidy; property taxes of $40,190 from General Improvement District No. 1; charges for services from Beaver Creek of $111,899 for skier and evening restaurant shuttles, $62,000 for the lease of bus parking spaces to ECO, and $10,000 in advertising revenues. An FTA grant of $328,000 is anticipated for the purchase of a new transit bus. Revenue of $96,930 is projected in 2016 from washing vehicles in the large vehicle wash bay in the Avon Regional Transportation Facility by both third party and Town departments. Additional support of $13,457 from the Transit fund balance is budgeted in 2016 to balance revenues and expenditures. The total estimated ending fund balance is $618,336. Fleet Maintenance Fund: A second enterprise fund, Fleet Maintenance, has budgeted operating revenues of $1,487,632 from charges for services provided to both third parties and Town departments. An additional $300,000 in other sources is provided through a General Fund operating transfer. Expenditures are estimated at $1,785,969, with a small surplus of $1,663. The total estimated ending fund balance is $194,482. Other Funds: The Town Center West, Urban Renewal, Community Enhancement, Water, and Affordable Housing Funds provide for the accounting of dedicated revenues to specific types of expenditures. Revenues to these funds generally are aggregated over a period of years into their respective fund balances, and then spent for prioritized capital projects through a transfer to the Capital Projects Fund. 38 CURRENT SOURCES OF AVAILABLE REVENUE General Although no particular funds or sources of revenue are pledged to make payments under the Lease, the Town currently intends to budget, appropriate and pay the Base Rentals (and Additional Rentals, if any) allocable to the Certificates from the Capital Projects Fund or, if necessary, from the General Fund. Notwithstanding the foregoing, such Base Rentals and Additional Rentals may be budgeted, appropriated and paid from any of the Town’s available funds in the future. The Town overall financial operations, budgeting process and information and historical General Fund and Capital Projects Fund statement comparisons are discussed in “TOWN FINANCIAL OPERATIONS--Summary of Historical Revenues, Expenditures and Changes in Fund Balances.” Sources of General Fund Revenues The Town derives General Fund revenues from the sources described generally below. The major sources of General Fund revenues (Sales Tax, Accommodations Tax and ad valorem property tax) are described in more detail below. Sales Tax. The Town’s Sales Tax constitutes the primary source of General Fund revenues. In 2015, Sales Tax revenues accounted for approximately 51.2% of General Fund revenues. See “Sales Tax Revenues” below for a discussion of the imposition and collection of the Town’s Sales Tax and certain historical information. Accommodations Tax. The Town’s Accommodations Tax also constitutes a major source of General Fund revenues. In 2015, Accommodations Tax revenues accounted for approximately 7.7% of General Fund Revenues. See “Accommodations Tax Revenues” below for a discussion of the imposition and collection of the Town’s Accommodations Tax and certain historical information. Ad Valorem Property Taxes. Another major source of General Fund revenue is the ad valorem property tax levied pursuant to State law against all taxable property within the Town. Ad valorem property tax revenues accounted for approximately 10.1% of General Fund Revenue in 2015. See “Selected Ad Valorem Property Tax Information” below for a discussion of collection of the Town’s ad valorem property taxes. Other. The Town also receives General Fund revenues from several additional sources including: franchise fees; licenses and permits; fines and forfeits; charges for services; interest income; and miscellaneous sources. Several intergovernmental revenue sources are also included in the General Fund; among these are highway users’ taxes, specific ownership taxes, motor vehicle registration fees, cigarette taxes and road and bridge revenues. Sales Tax Revenues Authority for Imposition of the Sales Tax. The Town’s sales tax (the “Sales Tax”), which has been in effect since 1982, is imposed pursuant to the Charter and is collected in accordance with Chapter 3.08 of the Avon Municipal Code (the “Code”). The Sales Tax 39 imposed by the Town is currently 4%. The Town does not impose a use tax. State statutes limit the total sales or use taxes imposed by the State, any county, and any Town or town in any locality in the State to 7%, except that this limitation does not preclude a county sales or use tax at a rate not to exceed 1%; however, this limitation does not apply to home rule towns such as the Town. The total sales tax rate currently in effect within the Town is 8.4%, consisting of the Town’s 4.0% Sales Tax, the State’s 2.9% sales and use tax and the County’s 1.5% sales tax. Description of the Sales Tax. The Sales Tax is levied on the purchase price paid or charged upon all sales, purchases, rentals, and leases of tangible personal property at retail (including food) and on specific services as provided in the Town’s ordinance which imposed the Sales Tax (the “Sales Tax Ordinance”). “Sale” or “Purchase” is defined in the Sales Tax Ordinance to include installment and credit sales and exchanges of property as well as the sale of tangible personal property for money. Specific services subject to the Sales Tax include: telephone, gas, electric, and steam services; the leasing of tangible personal property; and the furnishing of rooms or accommodations to a person who for a consideration uses, possesses, or has the right to use or possess any room in a hotel, motel, condominium, guest house, or like accommodation for less than 30 consecutive days. Transactions and Items Subject to the Sales Tax-Generally. The Sales Tax is imposed on all taxable transactions in the Town, subject to certain stated exemptions including exemptions for: sales to the United States government and to the State and political subdivisions thereof in their governmental capacities; sales of cigarettes; sales to charitable organizations; sales which the Town is prohibited from taxing under the constitution or laws of the United States, the State or the Charter; sales made to nonprofit schools; medical supplies, prosthetic devices and therapeutic devices; sales of certain construction and building materials if picked up by the purchaser or if the purchaser gives a building permit number to the retailer; transfers of tangible personal property without consideration to a vendee outside the Town for use outside the Town in selling products normally sold at wholesale by the transferor; all commodities taxed under the provisions of Article 27, Title 39, Colorado Revised Statutes; the sale of special fuel as defined in Section 201(8) of Article 27, Title 39, Colorado Revised Statutes, used for the operation of farm vehicles on farms and ranches; sales to and purchases of tangible personal property by a manufacturer, which property becomes an ingredient or component of the product or service which is manufactured; cable television services; certain tangible personal property which becomes a constituent part of a food product intended for sale at retail for human consumption; sales and purchases of electricity, coal, gas, fuel oil, coke, and nuclear fuel for use in processing, manufacturing, mining, refining, irrigation, construction, telecommunication services, and transportation services, and all industrial uses; sales and purchases of refractory materials and carbon electrodes used in manufacturing iron and steel for profit and sales and purchases of inorganic chemicals used in processing vanadium - uranium ores; sales and purchases of newsprint and printer’s ink for use by newspapers and commercial printers; sales and purchases of newspapers; sales of tangible personal property purchased or sold within the Town if delivered outside the Town to the purchaser; and the purchase of food by food stamps or government vouchers. For a complete discussion of exemptions from the Sales Tax, reference is made to Section 3.08.040 of the Code. The Sales Tax is imposed on the purchaser at retail sale. The vendor must collect and remit the Sales Tax to the Town under penalties for failure to do so as described in Section 40 3.08.100 of the Code. The vendor also has the duty to keep three years’ of records such as may be necessary to determine the amount of Sales Tax for the collection of which the vendor is liable. Notwithstanding any other provisions of the Sales Tax Code, there shall be granted to each person owing the tax on sales consummated within The Village (at Avon) a temporary tax credit against collection of the tax equal to the amount of any retail sales fee paid by or on behalf of such person. The amount of the credit shall not exceed the amount of the tax. No such credit shall be granted subsequent to termination of the collection of the retail sales fee pursuant to the annexation and development agreement for The Village (at Avon). Neither the ability of the Town to grant the temporary tax credit nor the termination of the credit shall constitute a tax increase, the imposition of a new tax or a tax policy change. Manner of Collection and Administration. The Town’s Finance Director or his designee (the “Finance Director”) is responsible for the proper administration of the Sales Tax and, pursuant to Chapter 3.08, has adopted rules and regulations for such administration. A Sales Tax license is required for any person to engage in the business of selling tangible personal property at retail or providing services in the Town that are taxable under Chapter 3.08 of the Code. The Finance Director issues such licenses and may revoke the license of any vendor who is found by him to have violated any provision of the Sales Tax Ordinances. As of June 9, 2016, there were 1,156 active Town sales tax licenses. Every vendor is liable and responsible for the payment of an amount equal to 4.0% of all sales made by him of tangible personal property or services subject to the Sales Tax. Vendors make a return of sales to the Finance Director before the twentieth day of each month for the preceding calendar month and remit 4.0% of such sales with the return. In the case of a dispute between a vendor and a purchaser regarding the exemption from the taxation of any sale or service, the vendor must collect and remit the Sales Tax and the purchaser must make application to the Finance Director for a refund. The Finance Director examines such application for refund, which is to be submitted within 90 days after the purchase, and gives notice to the applicant of his decision thereon. An applicant has the right to a hearing if he disagrees with the decision of the Finance Director. The burden of proving that sales or services are exempt from the Sales Tax is on the person making the claim. Claims also may be made for refund in the event tax moneys were paid in error. Such claims for refund must be made within three years of the date of purchase. Enforcement and Remedies for Collection of Delinquent Taxes. The Sales Tax constitutes a first and prior lien on the tangible personal property and business fixtures of or used by any vendor under lease, title retention contract, or other contractual arrangement, except stock of goods sold or for sale. If a retailer neglects or refuses to make a return in payment of the Sales Tax or to pay any Sales Tax as required by Chapter 3.08 of the Code within five business days of the date due, then the Finance Director makes an estimate, based on available information, of the amount of Sales Tax due for the period for which the retailer is delinquent and adds to such estimate a penalty in an amount equal to $15, or 10% of the delinquency, whichever is greater, and interest on such delinquent taxes at the rate of ½% per month. Written notice of the estimated Sales Tax, penalty and interest is sent by the Finance Director by first-class mail to the last known address 41 of the delinquent taxpayer. Such notice requires payment of the amount due on appeal to the Finance Director for a hearing and after the Finance Director’s final decision may appeal to the District Court. The written decision of the Finance Director is mailed to the petitioner following the hearing and becomes final 30 days after such mailing unless proceedings are begun for review by the courts. If any taxes, penalty or interest imposed and shown due by returns are not paid within fifteen days after they are due, the Finance Director mails a delinquency notice to the taxpayer, setting forth the amount of the tax, penalties and interest due and that the Town claims a first and prior lien on the taxpayer’s tangible property (with certain exceptions). At any time when taxes due are unpaid the Finance Director may issue a warrant for the levy, seizure and sale of real and personal property of the taxpayer, as provided in Section 3.08.240 of the Code. The Finance Director may, for good cause shown, waive penalties and interest. The Town also may use other available remedies for the collection of Sales Taxes. Sales Tax Collection Procedure. Effective March 12, 2014, the Town implemented a new online sales tax and business licensing system. The Town has partnered with MUNIRevs to provide a secure, online system whereby businesses can apply for sales tax and business licenses, file tax returns and submit payments online. The MUNIRevs system also requires that any delinquent taxes be paid before a current return can be filed. Approximately 99% of the Town’s sales taxpayers now use the MUNIRevs system. History of Sales Tax Collections. The following table provides a history of Sales Tax collections, excluding amounts realized from sales tax audit assessments. History of Sales and Use Tax Collections Year Sales Tax Collections Percent Change 2011 $5,444,813 -- 2012 5,585,224 2.6% 2013 6,361,068 13.9 2014 7,067,760 11.1 2015 7,548,097 6.8 2016(1) 2,902,437 -- (1) Unaudited. Represents collections through April 2016. These collections represent a 2.4% increase over collections in the same four month period in 2015. Source: The Town. Monthly Comparison of Sales Tax Collections. The following table presents a comparison between the Town’s Sales Tax receipts for the twelve-month periods ending April 30, 2016, and April 30, 2015. These tables are presented on an accrual basis; accordingly, revenues are accounted for in the month of the original sales rather than the month of actual collection by the Town. For example, revenues recorded for “January 2016” in the following table represent sales made by retailers in January 2016 and are recorded in that month even though retailers remitted those revenues to the Town in February 2016. As shown in the following table, as of April 30, 2016, the Town has experienced a 2.75% increase in Sales Tax revenues as compared to the same twelve-month period for the previous year. 42 Comparison of Monthly Sales Tax Collections Twelve-Month Period Ending April 30, 2016 Twelve-Month Period Ending April 30, 2015 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative May $353,840 $353,840 $340,332 $340,332 3.97% 3.97% June 570,424 924,264 538,517 878,849 5.93 5.17 July 601,516 1,525,780 570,959 1,449,808 5.35 5.24 August 572,647 2,098,427 547,085 1,996,893 4.67 5.08 September 595,235 2,693,662 546,016 2,542,909 9.01 5.93 October 423,701 3,117,363 417,921 2,960,830 1.38 5.29 November 438,315 3,555,678 397,935 3,358,765 10.15 5.86 December 1,159,160 4,714,838 1,221,263 4,580,028 (5.09) 2.94 January 743,689 5,458,527 765,195 5,345,223 (2.81) 2.12 February 774,754 6,233,281 788,999 6,134,222 (1.81) 1.61 March 945,795 7,179,076 875,499 7,009,721 8.03 2.42 April 438,198 7,617,274 403,560 7,413,281 8.58 2.75 Source: The Town (unaudited). Principal Sales Tax Generators in the Town. Set forth in the following table are the principal Sales Tax generators in the Town for 2015. Because of the confidential nature of the gross sales of such entities, the identities of the vendors cannot be divulged under penalty of law. The Town currently expects that these principal generators of Sales Tax will be substantially similar for 2016. Principal Generators of Sales Tax Revenues - 2015 Type of Business Amount Collected Percent of Total Collections(1) Grocery $1,619,836 21.46% Accommodations 1,130,406 14.98 Sporting Goods Retail/Rental 327,956 4.34 Accommodations 281,611 3.73 Restaurant 222,239 2.94 Accommodations 216,190 2.86 Sporting Goods Retail/Rental 172,481 2.29 Total $3,970,722 52.60% (1) Based upon total Sales Tax collections of $7,548,097 in 2015. Source: The Town. In addition, the following categories as a group (not just the individual taxpayers listed above) generated more than 10% of Sales Tax revenues in 2015: Grocery, Specialty, Health - 25%; Restaurants/Bars - 17%; Accommodations - 15%; Sporting Goods Retail/Rental - 10%, and Other – 13%. 43 Accommodations Tax Revenues Imposition of the Accommodations Tax. The Accommodation Tax is imposed and collection pursuant to Chapter 3.28 of the Code. The Accommodation Tax currently is imposed at a rate of 4% on all short term rentals within the Town. Short term rentals are defined in the Code as the furnishing of rooms or accommodations by any person, partnership, association, corporation, estate, representative capacity or any other combination of individuals by whatever name known, to a person who for a consideration uses, possesses or has the right to use or possess any room in a hotel, inn, bed and breakfast, residence apartment hotel, lodging house, motor hotel, guesthouse, guest ranch, trailer coach, mobile home, auto camp, trailer court and park or similar establishment, for a period of less than 30 days under any concession, permit, right of access, license to use, other agreement or otherwise. The Accommodations Tax is imposed on short term rentals in addition to the Town Sales Tax. Remittance of Taxes; Village Tax Credit. Each person making short term rentals in the Town must obtain a Town Sales Tax license and must report such taxes and remit to the Town the collected taxes on or before the twentieth day of the month for the preceding month. Notwithstanding any other provisions of the Code, there shall be granted to each person owing the tax on the lease or rental of any public accommodations within The Village (at Avon) a temporary tax credit against collection of the tax equal to the amount of any public accommodation fee paid by or on behalf of such person. The amount of the credit shall not exceed the amount of the tax. No such credit shall be granted subsequent to termination of the collection of the public accommodations fee pursuant to the annexation and development agreement for The Village (at Avon). Neither the ability of the Town to grant the temporary tax credit nor the termination of the credit shall constitute a tax increase, the imposition of a new tax or a tax policy change. Enforcement of Accommodations Tax. If remittances and reports are not received on the due dates described above, a penalty shall be imposed in the amount of 10% of the tax liability, and the total amount due, including tax and penalty, will bear interest at the rate of 1½% per month or fraction thereof until such reports and remittances are received by the Town Manager. Any person violating any of the provisions of Chapter 3.28 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 may be subject to a fine of up to $1,000 or imprisonment for up to one year, or both. Collection of Accommodations Tax. The Town is also using the MUNIRevs to system to administer the Accommodations Tax. See “Sales Tax Revenues--Sales Tax Collection Procedure” above. Selected Accommodations Tax Collection Information. The Town reports that there currently are 85 businesses remitting Accommodations Taxes to the Town; there are approximately 1,136 accommodation units within the Town, including hotel rooms, timeshares and fractional ownership units. History of Accommodations Tax Collections. The following table provides a history of Accommodations Tax collections. 44 History of Accommodations Tax Collections Year Accommodations Tax Collections Percent Change 2011 $ 746,026 -- 2012 733,397 (1.7)% 2013 888,867 21.2 2014 995,540 12.0 2015 1,132,576 13.8 2016(1) 632,099 (1) Unaudited. Represents collections through April 2016. These collections represent a 13.3% increase over collections in the same 4-month period in 2015. Source: The Town. Principal Accommodations Tax Generators by Category. Set forth in the following table are the principal Accommodations Tax generators by category for 2015. Because of the confidential nature of the gross sales of such entities, the identities of individual taxpayers cannot be divulged under penalty of law. Principal Generators of Accommodations Tax Revenues by Category - 2015 Type of Business Amount Collected Percent of Total Collections(1) Hotel $696,341 61.5% Timeshare 250,796 22.1 Vacation Rental 64,818 5.7 $1,011,955 (1) Based upon total Accommodations Tax collections of $1,132,576 in 2015. Source: The Town. Selected Ad Valorem Property Tax Information Property Subject to Taxation. Subject to the limitations imposed by Article X, Section 20 of the State constitution (the Taxpayers Bill of Rights or “TABOR,” described in “LEGAL MATTERS--Certain Constitutional Limitations”), the Town Council has the power to certify to the Board of County Commissioners (the “Commissioners”) a levy for collection of ad valorem taxes against all taxable property within the Town. Property taxes are uniformly levied against the assessed valuation of all property subject to taxation by the Town. Both real and personal property are subject to taxation, but there are certain classes of property which are exempt. Exempt property includes, but is not limited to: property of the United States of America; property of the State and its political subdivisions; public libraries; public school property; property used for charitable or religious purposes; nonprofit cemeteries; irrigation ditches, canals, and flumes used exclusively to irrigate the owner’s land; household furnishings and personal effects not used to produce income; intangible personal property; inventories of merchandise and materials and supplies which are held for consumption by a business or are held primarily for sale; livestock; agricultural and 45 livestock products; and works of art, literary materials and artifacts on loan to a political subdivision, gallery or museum operated by a charitable organization. The State Board of Equalization supervises the administration of all laws concerning the valuation and assessment of taxable property and the levying of property taxes. Assessment of Property. Taxable property is first appraised by the County’s assessor (the “County Assessor”) to determine its statutory “actual” value. This amount is then multiplied by the appropriate assessment percentage to determine each property’s assessed value. The mill levy of each taxing entity is then multiplied by this assessed value to determine the amount of property tax levied upon such property by such taxing entity. Each of these steps in the taxation process is explained in more detail below. Determination of Statutory Actual Value. The County Assessor annually conducts appraisals in order to determine, on the basis of statutorily specified approaches, the statutory “actual” value of all taxable property within the county based on its condition as of January 1. Most property is valued using a market approach, a cost approach or an income approach. Residential property is valued using the market approach, and agricultural property, exclusive of building improvements thereon, is valued by considering the earning or productive capacity of such lands during a reasonable period of time, capitalized at a statutory rate. The statutory actual value of a property is not intended to represent its current market value, but, with certain exceptions, is determined by the County Assessor utilizing a “level of value” ascertained for each two-year reassessment cycle from manuals and associated data published by the State Property Tax Administrator for the statutorily-defined period preceding the assessment date. Real property is reappraised by the County Assessor’s office every odd numbered year. The statutory actual value is based on the “level of value” for the period one and one-half years immediately prior to the July 1 preceding the beginning of the two-year reassessment cycle (adjusted to the final day of the data-gathering period). For example, values for levy year 2016 (collection year 2017) are based on an analysis of sales and other information for the period January 1, 2013 to June 30, 2014. The following table sets forth the State Property Appraisal System for property tax levy years 2012 through 2016: Collection Year Levy Year Value Calculated As Of Based on the Market Period 2013 2012 July 1, 2010 Jan. 1, 2009 to June 30, 2010 2014 2013 July 1, 2012 Jan. 1, 2011 to June 30, 2012 2015 2014 July 1, 2012 Jan. 1, 2011 to June 30, 2012 2016 2015 July 1, 2014 Jan. 1, 2013 to June 30, 2014 2017 2016 July 1, 2014 Jan 1, 2013 to June 30, 2014 The County Assessor may consider market sales from more than one and one-half years immediately prior to July 1 if there were insufficient sales during the stated market period to accurately determine the level of value. Oil and gas leaseholds and lands, producing mines and other lands producing nonmetallic minerals are valued based on production levels rather than by the base year method. Public utilities are valued by the State Property Tax Administrator based upon the value of the utility’s tangible property and intangibles (subject to certain statutory adjustments), gross and net 46 operating revenues and the average market value of its outstanding securities during the prior calendar year. Determination of Assessed Value. Assessed valuation, which represents the value upon which ad valorem property taxes are levied, is calculated by the County Assessor as a percentage of statutory actual value. The percentage used to calculate assessed valuation differs depending upon the classification of each property. Residential Property. To avoid extraordinary increases in residential real property taxes when the base year level of value is changed, the State constitution requires the Colorado General Assembly to adjust the assessment rate of residential property for each year in which a change in the base year level of value occurs. This adjustment is constitutionally mandated to maintain the same percentage of the aggregate statewide valuation for assessment attributable to residential property which existed in the previous year (although, notwithstanding the foregoing, TABOR prohibits any valuation for assessment ratio increase for a property class without prior voter approval). Pursuant to the adjustment process described above, the residential assessment rate is adjusted every two years, resulting in the following history of residential assessment rates since levy year 1989: 15.00% of statutory actual value (levy years 1989-90); 14.34% of statutory actual value (levy years 1991-92); 12.86% of statutory actual value (levy years 1993-94); 10.36% of statutory actual value (levy years 1995-96); 9.74% of statutory actual value (levy years 1997-00); 9.15% of statutory actual value (levy years 2001-02); and 7.96% of statutory actual value (levy years 2003-15). In December 2015, the Colorado Legislative Council (the research division of the Colorado General Assembly) projected that the residential assessment rate will decrease to 7.78% in levy year 2017. This projection is only an estimate, however, and is subject to change. The residential assessment rate cannot increase without the approval of Colorado voters. Non-residential property. All non-residential taxable property (including the commercial property in the Town), with certain specified exceptions, is assessed at 29% of its statutory actual value. Producing oil and gas property is generally assessed at 87.5% of the selling price of the oil and gas. Protests, Appeals, Abatements and Refunds. Property owners are notified of the valuation of their land or improvements, or taxable personal property and certain other information related to the amount of property taxes levied, in accordance with statutory deadlines. Property owners are given the opportunity to object to increases in the statutory actual value of such property, and may petition for a hearing thereon before the County Board of Equalization. Upon the conclusion of such hearings, the County Assessor is required to complete the assessment roll of all taxable property and, no later than August 25th each year, prepare an abstract of assessment therefrom. The abstract of assessment and certain other required information is reviewed by the State Property Tax Administrator prior to October 15th of each year and, if necessary, the State Board of Equalization orders the County Assessor to correct assessments. The valuation of property is subject to further review during various stages of the assessment process at the request of the property owner, by the State Board of Assessment Appeals, the State courts or by arbitrators appointed by the Commissioners. On the report of an erroneous assessment, an abatement or refund must be authorized by the Commissioners; however, in no case will an abatement or refund of taxes be made unless a petition for abatement 47 or refund is filed within two years after January 1 of the year in which the taxes were levied. Refunds or abatements of taxes are prorated among all taxing entities which levied a tax against the property. Statewide Review. The Colorado General Assembly is required to cause a valuation for assessment study to be conducted each year in order to ascertain whether or not county assessors statewide have complied with constitutional and statutory provisions in determining statutory actual values and assessed valuations for that year. The final study, including findings and conclusions, must be submitted to the Colorado General Assembly and the State Board of Equalization by September 15th of the year in which the study is conducted. Subsequently, the Board of Equalization may order a county to conduct reappraisals and revaluations during the following property tax levy year. Accordingly, the Town’s assessed valuation may be subject to modification following any such annual assessment study. Homestead/Disabled Veterans Property Tax Exemptions. The Colorado Constitution provides property tax exemptions for qualifying senior citizens (adopted in 2000) and for disabled veterans (adopted in 2006). The senior citizen provision provides that for property tax collection years 2007 and later (except that the exemption was suspended for collection years 2009 to 2012), the exemption is equal to 50% of the first $200,000 of actual value of residential real property that is owner-occupied if the owner or his or her spouse is 65 years of age or older and has occupied such residence for at least 10 years. The disabled veterans provision provides that for property tax collection years 2008 and later, the same exemption is available to homeowners who have served on active duty in the U.S. Armed Forces and who are rated 100% permanently disabled by the federal government due to a service-connected disability. The State is required to reimburse all local governments for the reduction in property tax revenue resulting from these exemptions; therefore, it is not expected that this exemption will result in the loss of any property tax revenue to the District. There is no assurance, however, that the State reimbursement will be received in a time period which is sufficient to replace the reduced property tax revenue. Taxation Procedure. The County Assessor is required to certify to the Town the assessed valuation of property subject to the Town’s mill levy no later than August 25th of each year. If the County Assessor makes changes in the valuation for assessment or the total actual value prior to December 10, the County Assessor notifies the Town of those changes. Subject to the limitations of TABOR, based upon the valuation certified by the County Assessor, the Town Council computes a rate of levy which, when levied upon every dollar of the valuation for assessment of property subject to the Town’s property tax, and together with other legally available Town revenues, will raise the amount required by the Town in its upcoming fiscal year. The Town subsequently certifies to the Commissioners the rate of levy sufficient to produce the needed funds. Such certification must be made no later than December 15th of the property tax levy year for collection of taxes in the ensuing year. The property tax rate is expressed as a mill levy, which is the rate equivalent to the amount of tax per one thousand dollars of assessed valuation. For example, a mill levy of 25 mills would impose a $250 tax on a parcel of property with an assessed valuation of $10,000. The Commissioners levy the tax on all property subject to taxation by the Town. By December 22nd of each year, the Commissioners must certify to the County Assessor the levy for all taxing entities within the County. If the Commissioners fail to so certify, it is the duty of the County Assessor to extend the levies of the previous year. Further revisions to the 48 assessed valuation of property may occur prior to the final step in the taxing procedure, which is the delivery by the County Assessor of the tax list and warrant to the County’s treasurer (the “County Treasurer”). Property Tax Collections. Taxes levied in one year are collected in the succeeding year. Thus, taxes certified in December 2013 are being collected in 2014. Taxes are due on January 1st in the year of collection; however, they may be paid in either one installment (not later than the last day of April) or in two equal installments (not later than the last day of February and June 15th) without interest or penalty. Interest accrues on unpaid first installments at the rate of 1% per month from March 1 until the date of payment unless the whole amount is paid by April 30. If the second installment is not paid by June 15, the unpaid installment will bear interest at the rate of 1% per month from June 16 until the date of payment. Notwithstanding the foregoing, if the full amount of taxes is to be paid in a single payment after the last day of April and is not so paid, the unpaid taxes will bear penalty interest at the rate of 1% per month accruing from the first day of May until the date of payment. The County Treasurer collects current and delinquent property taxes, as well as any interest or penalty, and after deducting a statutory fee for such collection, remits the balance to the Town on a monthly basis. The payments to the Town must be made by the tenth of each month, and shall include all taxes collected through the end of the preceding month. All taxes levied on property, together with interest thereon and penalties for default, as well as all other costs of collection, constitute a perpetual lien on and against the property taxed from January 1st of the property tax levy year until paid. Such lien is on a parity with the tax liens of other general taxes. It is the County Treasurer’s duty to enforce the collection of delinquent real property taxes by tax sale of the tax lien on such realty. Delinquent personal property taxes are enforceable by distraint, seizure, and sale of the taxpayer’s personal property. Tax sales of tax liens on realty are held on or before the second Monday in December of the collection year, preceded by a notice of delinquency to the taxpayer and a minimum of four weeks of public notice of the impending public sale. Sales of personal property may be held at any time after October 1st of the collection year following notice of delinquency and public notice of sale. There can be no assurance that the proceeds of tax liens sold, in the event of foreclosure and sale by the County Treasurer, would be sufficient to produce the amount required with respect to property taxes levied by the Town and property taxes levied by overlapping taxing entities, as well as any interest or costs due thereon. Further, there can be no assurance that the tax liens will be bid on and sold. If the tax liens are not sold, the County Treasurer removes the property from the tax rolls and delinquent taxes are payable when the property is sold or redeemed. When any real property has been stricken off to the County and there has been no subsequent purchase, the taxes on such property may be determined to be uncollectible after a period of six years from the date of becoming delinquent and they may be canceled by the Commissioners after that time. Overlap with Tax Increment Authorities. Colorado law allows the formation of public highway authorities. Pursuant to statute, the board of directors of a public highway authority is entitled to designate areas within the authority’s boundaries as “value capture areas” to facilitate the financing, construction, operation or maintenance of highways constructed by the authority; an authority is entitled to capture a portion of the property taxes in such an area to support these purposes. No public highway authority value capture area currently exists within the Town. If a value capture area is implemented in the future, it is impossible to predict the 49 terms of the plan, including whether it would negatively impact the Town’s property tax revenues. Similarly, the State law allows the formation of urban renewal authorities and downtown development authorities in areas which have been designated by the governing bodies of municipalities as blighted areas. With respect to the property included in the boundaries of such districts (or within an urban renewal authority or additional downtown development authorities created in the future and subject to a renewal plan), the assessed valuation of such property that is taxable does not increase beyond the amount existing in the year prior to the adoption of the plan (other than by means of the general reassessment). Any increase above the “base” amount is paid to the applicable authority. See “History of Town Assessed Valuation” and “Ad Valorem Property Tax Data” below for information on the assessed valuation attributable to the existing increment districts. As described in “THE TOWN--Avon Urban Renewal Authority,” the Town formed AURA in 2007. The property tax increment will be in effect for 25 years from formation of AURA (i.e., through 2032). Ad Valorem Property Tax Data A five year history of the Town’s certified assessed valuations and mill levies is set forth in the following table. History of Assessed Valuations and Mill Levies for the Town Assessed Values Mill Levies Levy/ Collection Year Net Assessed Valuation Percent Change Assessed Value Attributable to Tax Increment Gross Assessed Valuation General Fund Debt Fund Total Levy 2011/2012 $183,072,890 -- $12,538,960 $195,611,850 8.956 3.116 12.072 2012/2013 180,420,250 (1.4)% 12,511,160 192,931,410 8.956 3.027 11.983 2013/2014 166,734,780 (7.6) 12,105,380 178,840,160 8.956 3.302 12.258 2014/2015 166,437,590 (0.2) 11,501,900 177,939,490 8.956 3.251 12.207 2015/2016 194,585,530 16.9 16,476,380 211,061,910 8.956 2.809 11.765 Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, Annual Reports, 2011-2015; and Eagle County Assessor’s Office. 50 The following table sets forth the history of the Town’s ad valorem property tax collections for the time period indicated. Property Tax Collections in the Town Levy/Collection Year Taxes Levied(1) Current Tax Collection(2) Collection Rate 2010/2011 $2,749,484 $2,704,767 98.37% 2011/2012 2,210,056 2,188,650 99.03 2012/2013 2,161,976 2,160,634 99.94 2013/2014 2,043,835 2,042,508 99.94 2014/2015 2,031,703 2,029,571 99.90 2015/2016(3) 2,289,298 1,524,129 -- (1) Levied amounts do not reflect abatements or other adjustments and are net of all revenue attributable to a tax increment financing district in the following amounts for the respective levy years: $196,143 for 2010; $151,370 for 2011; $149,921 for 2012; $148,388 for 2013; $140,404 for 2014; and $193,845 for 2015. (2) The County Treasurer’s collection fee has not been deducted from these amounts. Figures do not include interest, fees and penalties. (3) Figures are for January 1 through April 30, 2016. Sources: State of Colorado, Department of Local Affairs, Division of Property Taxation, Annual Reports, 2010- 2015; and Eagle County Treasurer’s Office. The following table sets forth the assessed valuation of specific classes of real and personal property within the Town based upon the Town’s 2015 certified assessed valuation. As shown below, residential property accounts for the largest percentage of the Town’s assessed valuation, and therefore it is anticipated that owners of residential property will pay the largest percentage of ad valorem property taxes levied by the Town. 2015 Certified Assessed Valuation of Classes of Property in the Town Property Class Total Assessed Valuation(1) Percentage of Total Assessed Valuation Residential $121,735,330 57.72% Commercial 70,986,030 33.66 Vacant 14,261,780 6.76 State Assessed 3,909,040 1.85 Agricultural 20,780 0.01 TOTAL $210,912,960 100.00% (1) The assessed valuation total includes $16,476,380 of assessed valuation attributable to a tax increment financing district located within the Town. It also reflects adjustments made after the certification of the Town’s assessed valuation in December 2015. The total assessed valuation figure given here, therefore, differs from the assessed valuation figure set forth elsewhere in the Official Statement. Source: Eagle County Assessor’s Office. Based upon the most recent information available from Eagle County, the following table represents the ten largest taxpayers within the Town as measured by assessed value. A determination of the largest taxpayers can be made only by manually reviewing individual tax records. Therefore, it is possible that owners of several small parcels may have an aggregate assessed value in excess of those set forth in the following table. No independent 51 investigation has been made of and consequently there can be no representation as to the financial conditions of the taxpayers listed below or that such taxpayers will continue to maintain their status as major taxpayers in the Town. Ten Largest Taxpayers in the Town - 2015 Taxpayer Name 2015 Assessed Valuation Percentage of Total Assessed Valuation(1) CSB Properties Holdings LLC $9,554,910 4.91% Traer Creek-WMT LLC 6,121,680 3.15 Traer Creek-HD LLC 4,147,000 2.13 Beaver Creek Vacation Ownership Plan 3,489,410 1.79 Points of Colorado Inc. 3,435,420 1.77 Avon Wynfield LLC 2,685,690 1.38 Riverfront Village Hotel LLC 2,676,550 1.38 Avon Mountain Center LLC 2,555,860 1.31 Dillon Real Estate Co. Inc. 2,353,580 1.21 Mountain Vista Condominium Assoc. Inc. 2,029,210 1.04 TOTAL $39,049,310 20.07% (1) Based on the District’s 2015 net assessed valuation of $194,585,530. Source: Eagle County Assessor’s Office. Mill Levies Affecting Property Owners within the Town In addition to the Town’s ad valorem property tax levy, owners of property within the Town are obligated to pay taxes to other taxing entities in which their property is located. As a result, property owners within the Town’s boundaries may be subject to different mill levies depending upon the location of their property. The following table sets forth sample mill levies that may be imposed on certain properties within the Town and is not intended to portray the mills levied against all properties within the Town. Sample Mill Levies Affecting Property Owners within the Town - 2015 Taxing Entity Mill Levy(1) Eagle County School District RE-50J 20.331 Eagle County 8.499 Eagle River Fire Protection District 8.205 Colorado Mountain College 3.997 Eagle Valley Library District 2.750 Eagle County Health Service District 2.008 Eagle River Water and Sanitation District 0.852 Colorado River Water Conservation District 0.243 Total Overlapping Sample Mill Levy 46.885 The Town 11.765 Total Sample Mill Levy 58.650 __________________ (1) One mill equals 1/10 of one cent. Mill levies certified in 2015 result in the collection of property taxes in 2016. Source: Eagle County Assessor’s Office. 52 Estimated Overlapping General Obligation Debt In addition to the general obligation indebtedness of the Town, other taxing entities overlap or partially overlap the boundaries of the Town. The following table sets forth those taxing entities which currently pay their general obligation debt directly from a mill levy assessed against property within the Town boundaries. The table reflects the outstanding general obligation debt of the other taxing entities as of the date of this Official Statement. Estimated Overlapping General Obligation Indebtedness Entity(1) 2015 Assessed Valuation(2) Outstanding General Obligation Debt Outstanding General Obligation Debt Attributable to the Town Percent(3) Amount Eagle County School District RE-50J $2,734,683,670 $123,255,000 7.12% $8,775,756 Eagle River Fire Protection District(4) 994,227,650 25,000,000 19.57 4,892,500 Eagle River Water and Sanitation Dist.(5) 2,214,842,850 24,628,124 8.79 2,164,812 The Village Metropolitan District 14,320,870 6,821,191 100.00 6,821,191 Total $22,654,259 (1) The following entities also overlap with the Town, but they have no reported general obligation debt outstanding: Avon Center West Urban Renewal Plan Area; Avon General Improvement District No. 1; Avon Metropolitan District; Avon Station Metropolitan District; Colorado Mountain College; Colorado River Water Conservation District; Confluence Metropolitan District; Eagle County; Eagle County Health Service District; Eagle Valley Library District; Minturn Cemetery Association; Mountain Vista Metropolitan District; and Traer Creek Metropolitan District. (2) Assessed values certified in 2015 are for collection of ad valorem property taxes in 2016. For entities located in more than one county, includes the total assessed valuation. (3) The percentage of each entity’s outstanding debt chargeable to Town property owners is calculated by comparing the assessed valuation of the portion overlapping the Town to the total assessed valuation of the overlapping entity. To the extent the Town’s assessed valuation changes disproportionately with the assessed valuation of the overlapping entities, the percentage of debt for which Town property owners are responsible will also change. (4) The figure for the outstanding debt of Eagle River Fire Protection District is preliminary. (5) The figure for the outstanding debt of Eagle River Water and Sanitation District is as of January 2016. Sources: Assessors’ Offices of Eagle, Garfield, and Routt Counties; and individual taxing entities. Capital Projects Fund General. The primary source of revenue in the Capital Projects Fund is the RETT. The Code requires that all revenues derived from the RETT be deposited into the public improvements fund of the Town (which is the Capital Projects Fund) for the purpose of capital improvements, including but not limited to, railroad crossings, bridges and streets, payment of principal of premium, if any, and interest on debt incurred by the Town relating to capital improvements or, upon determination of an emergency by unanimous minus one vote of Council Members present, for any valid municipal purpose. 53 For a history of RETT collections, see the Capital Projects Fund table in “TOWN FINANCIAL OPERATIONS--Summary of Historical Revenues, Expenditures and Changes in Fund Balances” above. Imposition of the Real Estate Transfer Tax. The RETT is imposed on transfers of interests or possessor rights in and to real estate located in the Town by deed, lease, assignment of lease, or agreement for sale of stock or contract. Any purchaser or purchasers, or any other transferee or transferees of real property, the transfer of which is subject to the imposition of the RETT, are jointly and severally liable for the payment of the tax. The RETT is imposed at a rate of 2% of the consideration paid for the transfer of property if such consideration is $500 or more. Exemptions. The Code provides numerous exemptions from the RETT, which must be applied for by the taxpayer. Those exemptions include, but are not limited to, the exemptions listed below. Reference is made to Section 3.12.060 of the Code for a detailed listing of exemptions. Unless the method of transfer is contrived for the purpose of evading the RETT, the RETT shall not apply to the situations described below: (1) any transfer wherein the United States or any agency or instrumentality thereof, the State, any county, city and county, municipality, district or other political subdivision of the State is either the grantee or grantor; (2) any transfer granting or conveying title to real property in consequence of a gift of such property; (3) any decree or agreement partitioning, terminating or evidencing termination of a joint tenancy in real property, except where additional consideration is paid in connection with such partition or termination; (4) the transfer of title or interest in real property by reason of death, will or decree of distribution; (5) transfers made pursuant to reorganization, merger or consolidation of corporations, or by a subsidiary to a parent corporation for no consideration other than cancellation or surrender of the subsidiary’s stock, or other transfers among related entities on the conditions set forth in the Code; (6) transfers made to effectuate any plan confirmed or ordered by a bankruptcy court or in any equity receivership proceeding; (7) any transfer evidenced by a deed made without consideration for the purpose of confirming, correcting, modifying or supplementing a transfer previously recorded; making minor boundary adjustments; removing clouds of title; granting easements, rights-of-way or licenses; (8) any transfer by decree or order of court of record quieting, determining or resting title, including a final order awarding title pursuant to a condemnation proceeding; (9) any lease or other instrument or contract which transfers to the transferee a possessory right in real property for a period of 25 years or less (on the conditions set forth in the Code); (10) any transfer of a mineral or royalty interest by deed or otherwise; (11) transfers to secure a debt or other obligation, or transfers of releases of property which is security for a debt or other obligation; (12) any transfer by deed or conveyance under execution sale or foreclosure sale under a power sale or court decree or lien foreclosure, sheriff’s deed, public trustee’s deed or treasurer’s deed or any transfer by deed in lieu of foreclosure, provided that the transfers meet the requirements of the Code; (13) any sale or conveyance of real property or improvements for the purpose of constructing or providing low or moderately priced housing units for sale or lease to low or moderate income persons; and (14) the first $160,000.00 of the consideration for any sale or conveyance of real property and completed improvements for occupancy as a primary residence, upon the satisfaction of the conditions set forth in the Code. Tax Credit for Transfers in the Village (at Avon). Notwithstanding any other provisions of this Chapter, there shall be granted to each person owing the tax on transfers within The Village (at Avon) a temporary tax credit against collection of the tax equal to the amount of any real estate transfer fee paid by or on behalf of such person. The amount of the credit shall not 54 exceed the amount of the tax. No such credit shall be granted subsequent to termination of the collection of the real estate transfer fee pursuant to the annexation and development agreement for The Village (at Avon). Neither the ability of the Town to grant the temporary tax credit nor the termination of the credit shall constitute a tax increase, the imposition of a new tax or a tax policy change. Due Dates, Delinquencies, Penalties and Interest. The RETT is due and payable at the time the deed, instrument or writing effecting a transfer subject to the tax is delivered, and is delinquent if unpaid within 30 days thereafter. In the event that the tax is not paid prior to becoming delinquent, a delinquency penalty of 10% of the amount of tax due shall accrue. In the event a portion of the tax is unpaid prior to becoming delinquent, the penalty shall only accrue as to the portion remaining unpaid. Interest shall accrue at the rate of one percent (1%) per month, or fraction thereof, on the amount of tax, exclusive of penalties, from the date the tax becomes delinquent to the date of payment. Interest and penalty accrued shall become part of the tax. Enforcement of RETT; Lien. The Town Manager is charged with the enforcement of the provisions of the RETT sections of the Code. The amount of the RETT, and penalty and interest due thereon, is assessed against the property transferred, and, if not paid when due, such tax, penalty and interest, if any, shall constitute a lien on the property for the amount thereof, which lien shall continue until the amount thereof is paid or until its discharge of record by foreclosure or otherwise. If the tax is unpaid and delinquent, the Town Manager shall give written notification to the purchaser at the address shown on the deed or instrument, or his or her last known address, of said delinquency. Said notification shall be mailed certified or registered mail, postage prepaid, return receipt requested, and shall be effective on the date of mailing. If the tax, penalty and interest are not paid within 30 days of the effective date of the notification, the Town Manager shall make the same delinquent on the Town’s tax roll and shall, at least once each calendar year, but not sooner than the first day of December, certify such delinquencies, along with the interest and penalty, to the county treasurer; and the county treasurer shall extend such delinquencies upon the real property tax rolls of the County and collect the same in the same manner as delinquent general taxes levied upon such property. Upon certification of the delinquent taxes, the penalties and interest thereon shall also become due and payable. In addition, any person owing money to the Town as described in Chapter 3.12 of the Code shall be liable to an action brought in the name of the Town for the recovery of such amount. Finally, any person who fails or refuses to pay any tax due under this Chapter may be subject to a fine of up to $1,000 or imprisonment for up to one year, or both. Any remedies provided for in the Code are cumulative and not exclusive and shall be in addition to any other remedies provided by law. 55 TOWN DEBT STRUCTURE General Indebtedness and other obligations of the Town may be incurred as provided in the Town Charter and Article X, Section 20 of the Colorado Constitution (the Taxpayers Bill of Rights or “TABOR”). See “LEGAL MATTERS - Certain Constitutional Limitations.” The Town Council has the power to contract indebtedness on behalf of the Town for any municipal purpose and may issue the following securities to evidence such indebtedness: (a) short-term notes; (b) general obligation bonds; (c) revenue bonds; (d) special or local improvement bonds; and (e) any other legally recognized form of security (including capital lease obligations). TABOR requires the Town to hold an election prior to the issuance of most securities, with the exception of short-term notes and annually appropriated lien obligations. In addition, the Town may not issue any bonds or other evidence of indebtedness payable in whole or in part from the proceeds of general property taxes and/or sales taxes and/or municipal taxes, or to which the full faith and credit of the Town is pledged except by ordinance adopted and approved by two-thirds vote of the entire Town Council. General Obligation Debt Limitation on Indebtedness. Pursuant to the Charter, the total outstanding indebtedness of the Town may not exceed 25% of the assessed valuation of taxable property within the Town as determined by the County Assessor for the last preceding assessment or the sum of $15,000,000, whichever amount is greater. The Charter specifically excludes from the limitation any indebtedness for the acquisition or extension of a water-works system, municipal storm sewer or sanitary sewer systems; short-term notes; special or local improvement securities; securities payable from the revenues of an income-producing system, utility, project, or any other capital improvement; or from Town sales or use taxes; and long-term installment contracts other than real property acquisitions, rentals or leaseholds. Based upon the certified 2015 assessed value of $211,061,910 (which includes the assessed value attributable to the AURA), the Town’s debt limit is $52,765,478. Outstanding General Obligation Debt. As of June 1, 2016, the Town has outstanding $515,000 aggregate principal amount of general obligation bonds, consisting of its General Obligation Refunding Bonds, Series 2004. Revenue Obligations The Town Council has the power to issue revenue bonds for any public purpose payable from the revenues derived from the operation of facilities to be acquired, constructed, or improved with the proceeds of the bonds, or payable in whole or part from available proceeds of the Sales Tax. The Town currently has no revenue bonds outstanding. Special Assessments The Town Council has the power to issue special assessment bonds secured by assessments against the property benefited by the improvements constructed with bond proceeds. The Town does not have any special assessment bonds outstanding. 56 Short-Term Borrowing and Other Obligations The Town may borrow funds which must mature before the close of the fiscal year in which the money is borrowed, in anticipation of the correction of taxes or other revenues. No short-term borrowing has been requested or authorized in the last five years. The Town also records a long-term liability for compensated absences. See Notes 1(G) and 5 in the audited financial statements attached hereto as Appendix A for further information. Contracts and Leases General. The Town Council has the authority to enter into installment or lease option contracts for the purchase of land, buildings, equipment and other property for governmental or proprietary purposes. The term of any such contract may not extend over a period greater than the estimated useful life of the property or equipment. The Town Council may provide for the payment of such obligations by the imposition of a tax levy imposed on property within the Town, by rates, tolls or service charges imposed for the use of such property, or by any other available municipal revenues. The obligation created under such leases or contracts does not constitute an indebtedness of the Town. Lease-Purchase Agreements. The Town is a party to a 2010 Lease Purchase Agreement with UMB Bank, n.a., as trustee; the rental payments due under the 2010 Lease Purchase Agreement support the repayment of certain certificates of participation, which are currently outstanding in the aggregate principal amount of $5,435,000. The 2010 base rental payments are subject to annual appropriation by the Town. The Town is a also party to a 2014 Lease Purchase Agreement with UMB Bank, n.a., as trustee; the rental payments due under the 2014 Lease Purchase Agreement support the repayment of certain certificates of participation, which are currently outstanding in the aggregate principal amount of $3,585,000. The 2014 base rental payments are subject to annual appropriation by the Town. Base Rentals Due under Prior Lease Purchase Agreements Year Base Rentals 2016 $ 1,032,514 2017 1,038,051 2018 1,042,436 2019 1,051,707 2020 1,059,413 2021 1,071,443 2022 1,073,019 2023 1,088,694 2024 1,088,066 2025 1,096,537 2026 1,100,879 2027 1,114,170 2028 1,126,258 2029 1,137,143 2030 506,825 Total $15,627,153 57 Capital Leases. The Town is a party to numerous capital equipment leases; those leases are renewable on an annual basis at the option of the Town. Upon final payment, title to the leased assets passes to the Town. See Note 5 in the audited financial statements attached hereto as Appendix A for a description of the Town’s current capital equipment leases, including terms and the amounts due as of December 31, 2015. Component Unit and Conduit Obligations Avon Urban Renewal Authority. The AURA has outstanding two loans outstanding. The AURA’s loan are obligations of the AURA payable solely from the property tax increment generated in the applicable plan area; the Town has no obligation to pay amounts due on the AURA loan. See Note 5 for a further description of the loans. Conduit Obligations. The Town has issued several series of conduit bonds on behalf of private entities in order to provide affordable housing options within the Town. The Town is not obligated in any manner for repayment of the conduit obligations. See Note 5 in the audited financial statements attached hereto as Appendix A for a further description of the currently outstanding conduit obligations. 58 ECONOMIC AND DEMOGRAPHIC INFORMATION This portion of the Official Statement contains general information concerning the economic and demographic conditions in and surrounding the Town. It is intended only to provide prospective investors with general information regarding the Town’s community. The information was obtained from the sources indicated and is limited to the time periods indicated. The information is historic in nature; it is not possible to predict whether the trends shown will continue in the future. The Town makes no representation as to the accuracy or completeness of data obtained from parties other than the Town. Population The following table sets forth a history of the populations of the Town of Avon, Eagle County, and the State. Between 2000 and 2010, the Town’s population increased 15.9%. During the same time period, Eagle County's population increased 25.3% and the State's population increased 16.9%. These figures represent the permanent resident populations for these entities. Total population figures increase significantly during the winter and summer tourism seasons. Population Year Town of Avon Percent Change Eagle County Percent Change Colorado Percent Change 1970 n/a(1) -- 7,498 -- 2,207,259 -- 1980 640 -- 13,320 77.6% 2,889,735 30.9% 1990 1,798 180.9% 21,928 64.6 3,294,394 14.0 2000 5,561 209.3 41,659 90.0 4,301,261 30.6 2010 6,447 15.9 52,197 25.3 5,029,196 16.9 2011 6,370 -- 51,643 -- 5,120,193 -- 2012 6,389 0.3% 51,845 0.4% 5,191,979 1.4% 2013 6,434 0.7 52,360 1.0 5,270,986 1.5 2014 6,478 0.7 52,831 0.9 5,353,471 1.6 ____________________ (1) The Town was incorporated in February 1978. Sources: United States Department of Commerce, Bureau of the Census (1970 to 2010), and Colorado State Demography Office (2011 to 2014 estimates, which are subject to periodic revisions). Income The following table sets forth annual per capita personal income levels for Eagle County, the State and the United States. Per capita personal income levels in Eagle County have consistently exceeded levels in the State and the United States during the period shown. 59 Per Capita Personal Income Year(1) Eagle County Colorado United States 2010 $47,395 $41,877 $40,277 2011 50,626 44,349 42,453 2012 53,618 46,402 44,266 2013 55,395 46,746 44,438 2014 57,927 48,869 46,049 2015 -- 50,410 47,669 (1) Figures for Eagle County updated November 19, 2015; state and national figures updated March 24, 2016. All figures are subject to periodic revisions. Source: United States Department of Commerce, Bureau of Economic Analysis. Employment The following table presents information on employment within Eagle County, the State and the United States, for the time period indicated. Labor Force and Percent Unemployed Eagle County(1) Colorado(1) United States Year Labor Force Percent Unemployed Labor Force Percent Unemployed Percent Unemployed 2011 32,147 7.8% 2,736,079 8.4% 8.9% 2012 32,376 7.2 2,759,437 7.9 8.1 2013 32,030 6.0 2,780,536 6.8 7.4 2014 32,550 4.2 2,815,200 5.0 6.2 2015 32,910 3.1 2,828,529 3.9 5.3 Month of April(2) 2015 33,117 3.2% 2,814,025 4.0% 5.4% 2016 33,925 2.8 2,880,042 3.5 5.0 __________________ (1) Figures for Eagle County and the State are not seasonally adjusted. (2) April 2016 figures for Eagle County and the State are preliminary. The monthly estimates are not necessarily representative of overall employment in Eagle County because of the seasonal nature of much of the employment. Sources: State of Colorado, Department of Labor and Employment, Labor Market Information, Labor Force Data and United States Department of Labor, Bureau of Labor Statistics. The following table sets forth the number of individuals employed within selected Eagle County industries which are covered by unemployment insurance. In 2015, the largest employment sector in Eagle County was accommodation and food services (comprising approximately 24.5% of Eagle County’s work force), followed, in order, by arts, entertainment, and recreation; retail trade; construction; and health care and social assistance. For the twelve- month period ended December 31, 2015, total average employment in Eagle County increased 4.2% as compared to the same period ending December 31, 2014, and average weekly wages increased 3.4% during the same time period. 60 Average Number of Employees Within Selected Industries - Eagle County Industry 2011 2012 2013 2014 2015 Accommodation and Food Services 7,103 7,252 7,262 7,331 7,582 Administrative and Waste Services 1,378 1,487 1,557 1,598 1,888 Agriculture, Forestry and Fisheries 47 44 44 43 45 Arts, Entertainment and Recreation 3,439 3,621 3,638 3,797 3,903 Construction 2,372 2,414 2,521 2,821 3,008 Educational Services 1,278 1,240 1,242 1,322 1,338 Finance and Insurance 489 469 548 476 467 Government 1,364 1,369 1,371 1,404 1,418 Health Care and Social Assistance 1,848 1,848 2,016 2,040 2,027 Information 367 342 341 334 314 Management of Companies/Enterprises 107 113 60 61 85 Manufacturing 237 257 277 320 362 Mining 16 16 9 16 20 Non-classifiable n/a(1) n/a(1) n/a(1) 5 16 Other Services 1,007 1,053 896 952 946 Professional and Technical Services 1,024 1,042 1,097 1,115 1,140 Real Estate, Rental and Leasing 1,408 1,426 1,436 1,514 1,634 Retail Trade 3,107 3,162 3,296 3,282 3,411 Transportation and Warehousing 507 531 553 601 665 Utilities 163 176 178 190 190 Wholesale Trade 301 318 440 523 537 Totals(2) 27,562 28,179 28,782 29,745 30,993 __________________ (1) Data was not released due to confidentiality. (2) Figures may not equal totals when added due to the rounding of averages or the inclusion of employees in the total that were not disclosed in individual classifications. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). A selection of some of the largest employers in the County is set forth below. No independent investigation of the stability or financial condition of the employers listed hereafter has been conducted; therefore, no representation can be made that these employers will continue to maintain their status as major employers in the County. 61 Selected Major Employers in Eagle County(1) Employer Product or Service Ski Season Summer Vail Valley Medical Center(2) Health care 1,149 -- Eagle County School District(3) Public education 942 -- Vail Cascade Resort and Spa Hotel 500 400 Eagle County Government 498 -- Ritz Carlton Bachelor Gulch Hotel 400 250 Sonnenalp Resort of Vail Hotel and golf course 370 370 Town of Vail(4) Government 321 311 Vail Marriot Mountain Resort Hotel 320 260 Walmart Supercenter General merchandise retail 250 -- (1) Figures are estimates provided as of June 2016. Employers in the tourism industry have provided estimated employee figures based on the ski season, which runs from mid-November through mid-April, and the summer season, which runs from mid-April through mid-November. Estimated numbers remain much the same over several years unless new functions or facilities are added. The largest employer in Eagle County, Vail Resorts, declined to provide estimates. (2) Includes affiliated physicians and full-time, part-time and seasonal employees at seven locations spanning a 70-mile distance across Eagle and Summit Counties. The majority of employees are at the Vail location. (3) Includes full-time, part-time and as needed employees. (4) Figures for the Town of Vail are for the 2015 summer season 2015-16 winter season. Sources: Individual employers. Principal Employers in the Town of Avon Employer Product or Service Estimated Number of Employees(1) Westin Riverfront Resort & Spa Lodging 262 Wal-Mart General retail 250 Maya, Mexican Kitchen Restaurant 133 Home Depot Retail home improvement 130 City Market Retail grocery 130 Eagle River Water & Sanitation Utility 99 Christie Lodge Lodging 84 Town of Avon Local government 82 Sheraton Mountain Vista Lodging 75 Montana’s Bar & Grill Restaurant 25 ____________ (1) Reflects 2015 estimates. Source: Individual employers and Department of Labor as reported in the Town of Avon’s 2015 Comprehensive Annual Financial Report. Retail Sales The following table sets forth annual retail sales figures for the Town, Eagle County, and the State. 62 Retail Sales (in thousands) Year Town of Avon Percent Change Eagle County Percent Change Colorado Percent Change 2010 $325,194 -- $1,944,432 -- $143,670,319 -- 2011 369,411 13.6% 2,067,586 6.3% 154,697,943 7.7% 2012 368,853 (0.2) 2,101,182 1.6 164,387,648 6.3 2013 389,152 5.5 2,273,319 8.2 172,784,033 5.1 2014 427,948 10.0 2,395,853 5.4 182,461,920 5.6 2015(1) 353,754 -- 1,872,119 -- 133,754,971 -- (1) Figures are through the third quarter of 2015. Source: State of Colorado, Department of Revenue, Sales Tax Statistics, 2010-2015. Recreation and Tourism Year-round tourism and skiing-related businesses account for a significant portion of the employment and earned income of area residents. The Ski Industry in the State. A study of Colorado’s travel and tourism market (conducted by Longwoods International for the Colorado Tourism Office) reflected record economic gains in 2014. According to the study, total day and overnight trips to Colorado totaled 71.3 million, an increase of 6.7 million over 2013. Overnight trips accounted for 47.1% of those trips (33.6 million) and overnight visitors spent a record $12.5 billion. Approximately fourteen percent ($1.7 billion) of the total overnight spending was credited to overnight ski trips. Skier Visit Information. The National Ski Areas Association (“NSAA”), the ski industry’s trade group, reported that ski areas in the United States tallied an estimated 53.9 million skier visits during the 2015-16 season. This figure represents an increase of 0.6 percent from the prior season, but is down 4.6 percent from the 10-year industry average of 56.5 million skier visits. (A skier visit represents a person participating in the sport of skiing or snowboarding for any part of one day at a mountain resort.) The Rocky Mountain Region (Colorado, Idaho, Montana, New Mexico, Utah, and Wyoming) tallied a record-setting season with an eight percent increase in skier visits during the 2015-16 season over the 2014-15 season. Vail Resorts, Inc., the owner of the two largest ski areas in Eagle County—Vail Mountain and Beaver Creek Resort—no longer provides figures for individual ski areas. Historically, skier visits at these two areas have accounted for an average of 21% of the total skier visits in the State. Vail Resorts, Inc. Vail Resorts, Inc. (“Vail Resorts”) is a publicly held company (NYSE: MTN) headquartered in Broomfield, Colorado. Through its subsidiaries, Vail Resorts is the leading mountain resort operator in the United States. Its subsidiaries operate the mountain resorts of Vail, Beaver Creek, Breckenridge and Keystone in Colorado; Heavenly, Northstar and Kirkwood in the Lake Tahoe area; Park City Mountain Resort and Canyons in Utah; Afton Alps in Minnesota; Mt. Brighton in Michigan; Wilmot Mountain in Wisconsin; and Perisher in Australia. The lodging division, Vail Resorts Hospitality, owns and operates hotels, condos and private residences, including five RockResorts luxury hotels in Colorado. Vail Resorts also has 63 the national park contract in Wyoming with the Grand Teton Lodge Company at Grand Teton National Park. Furthermore, Vail Resorts develops real estate (including the Red Sky Ranch luxury golf community near Beaver Creek and the Ritz-Carlton Residences in Vail), operates seven golf courses and engages in various other business ventures. Vail Ski Resort. Vail Mountain lies within the White River National Forest and operates under permits from the U.S. Forest Service. The ski area is directly adjacent to the Town of Vail, and rises approximately 3,450 vertical feet above the town. Vail Mountain has seven miles of back bowls, three terrain parks, a 13-foot half pipe, a 22-foot half pipe, and 5,289 acres of skiable terrain. The outer-most area of Vail Mountain offers intermediate and expert skiers and riders a variety of moguls, glades, tree skiing, cliffs and ridges. There are 195 trails and 31 lifts, including two gondolas, 14 high-speed quadruple chair lifts, two high-speed six- passenger chair lifts, and a fixed-grip quadruple chair lift. The newer of the two gondolas, Gondola One, began rolling in November 2012 as Vail Mountain launched its 50th anniversary celebration. The 10-passenger cabins have heated seats and Wi-Fi. In 2016, Vail hosted the Burton US Open Snowboard Championships for the fourth time. Current Significant Development Projects. Several large renovations and new projects have occurred within the Town of Vail. In October 2015, the first phase of the Lion’s Ridge Apartment Homes opened, representing the first large-scale rental housing to be constructed in the area in years. The Town of Vail also recently approved a master facilities plan for Vail Valley Medical Center which will allow for a phased expansion of the hospital campus. Construction of the I-70 Vail Underpass began in April 2016 and is scheduled to be complete by December 2017. The Underpass will enhance community connectivity and improve traffic flow between Main Vail and West Vail. Beaver Creek. Beaver Creek is located adjacent to the Town of Avon, several miles west of Vail, and opened for business in 1980. Beaver Creek contains 1,832 acres of skiable terrain, 25 lifts, 150 trails, three terrain parks, and has a vertical rise of approximately 3,340 feet. Beaver Creek includes three separate villages, each of which is connected by ski runs: Beaver Creek Village, Bachelor Gulch Village (location of the Ritz Carlton resort hotel), and Arrowhead Village. On May 1, 2014, the National Ski Areas Association recognized the resort as having the Best Overall Safety Program in the industry, which is Beaver Creek’s tenth NSAA safety award. Furthermore, in 2012, Travel + Leisure awarded The Osprey at Beaver Creek, a RockResort, the #1 Top Resort Award in the continental United States according to its World’s Best Awards readers’ survey. Beaver Creek annually hosts the only North American men’s World Cup downhill races and hosted the 2015 FIS Alpine World Ski Championships, which featured five men’s and five women’s individual races along with the Nation’s Team event. In preparation for the event, Beaver Creek provided a new women’s speed course with 17 new acres of skiable terrain and 30 new acres of snowmaking. As part of the new construction, the Red Tail Stadium was also expanded and enhanced for a spectator-friendly viewing experience. Summer Activities. Summer visitors are attracted to the area to take advantage of award-winning golf courses. There are two public 18-hole championship golf courses near the Town of Vail, Eagle Ranch Golf Club and Vail Golf Club. Additionally, six resort courses in Eagle County are available to the public: Beaver Creek Golf Club, The Golf Club at Cordillera (short course only), the EagleVail Golf Club, Red Sky Ranch and Golf Club (two courses) and 64 Sonnenalp Resort of Vail. Finally, the exclusive golf clubs include the semi-private Cotton Ranch Club and private clubs at Adam’s Mountain Country Club, The Club at Cordillera, Country Club of the Rockies, Eagle Springs Golf Club, and Frost Creek. Horseback riding, mountain biking, fly-fishing, hiking, 4x4 tours, zip line tours, challenge ropes courses, whitewater rafting and other recreational sports also draw guests to the area, as well as world-class music and dance festivals and art shows. Building Permits The following tables set forth historical building permit activity in the Town of Avon and unincorporated portions of Eagle County. Construction activity in Eagle County has fluctuated in response to nationwide economic conditions, reflecting the area’s dependence on the tourism and skiing industry. Development within unincorporated Eagle County is primarily residential. History of New Construction in the Town of Avon Residential Year Total Permits Issued Commercial Valuation Units Valuation 2010 112 $3,215,036 7 $9,806,550 2011 125 922,600 9 8,412,190 2012 126 11,400,000 8 2,448,500 2013 159 27,121,876 12 9,027,760 2014 156 1,500,000 10 13,735,900 2015 153 14,336,000 10 6,970,000 2016(1) 67 8,144,544 3 6,230,000 (1) Figures are for January 1 through June 6, 2016. Source: Town of Avon, Community Development Department as reported in the Town of Avon’s 2015 Comprehensive Annual Financial Report. History of Building Permits Issued in Unincorporated Eagle County Year Total Number of Permits Issued Total Valuation 2011 368 $67,040,529 2012 393 54,536,535 2013 430 69,211,425 2014 494 95,723,135 2015 593 121,333,829 2016(1) 263 50,856,117 (1) Figures are for January 1 through May 31, 2016. Source: Eagle County Building Department. 65 Foreclosure Activity in Eagle County The following table sets forth the number of foreclosures filed in Eagle County during the time period indicated. Such figures represent the total number of foreclosures filed and do not take into account foreclosures which were filed and subsequently withdrawn or redeemed. History of Foreclosures Year Number of Foreclosures Filed Percent Change 2011 623 -- 2012 455 (27.0)% 2013 208 (54.3) 2014 103 (50.5) 2015 82 (20.4) 2016(1) 27 -- (1) Figures are for January 1 through March 31, 2016. Sources: Colorado Division of Housing (2011 to 2015) and Eagle County Public Trustee (2016). 66 LEGAL MATTERS Litigation The Town Attorney states that to the best of his knowledge, there are no lawsuits or other proceedings pending or threatened that would materially adversely affect the Town’s ability to enter into the Lease or to pay Base Rentals under the Lease as set forth therein, and no litigation challenging the validity or the issuance of the Certificates is pending or threatened. The Town is, however, subject to certain pending and threatened litigation or administrative proceedings regarding various other matters arising in the ordinary course of the District’s business. It is the opinion of Town Attorney that the pending litigation will not result in final judgments against the Town which would, individually or in the aggregate, materially adversely affect the Town’s financial position or its ability to perform its obligations to the owners of the Certificates. Sovereign Immunity The Colorado Governmental Immunity Act, Title 24, Article 10, Part 1, C.R.S. (the “Immunity Act”), provides that, with certain specified exceptions, sovereign immunity acts as a bar to any action against a public entity, such as the Town, for injuries which lie in tort or could lie in tort. The Immunity Act provides that sovereign immunity is waived by a public entity for injuries occurring as a result of certain specified actions or conditions, including: the operation of a non-emergency motor vehicle (including a light rail car), owned or leased by the public entity; the operation of any public hospital, correctional facility or jail; a dangerous condition of any public building; certain dangerous conditions of a public highway, road or street; and the operation and maintenance of any public water facility, gas facility, sanitation facility, electrical facility, power facility or swimming facility by such public entity. In such instances, the public entity may be liable for injuries arising from an act or omission of the public entity, or an act or omission of its public employees, which are not willful and wanton, and which occur during the performance of their duties and within the scope of their employment. The maximum amounts that may be recovered under the Immunity Act, whether from one or more public entities and public employees, are as follows: (a) for any injury to one person in any single occurrence, the sum of $350,000; and (b) for an injury to two or more persons in any single occurrence, the sum of $990,000, except in such instance, no person may recover in excess of $990,000. The legislation also provides for increases in those amounts every four years pursuant to a formula based on the Denver-Boulder-Greeley Consumer Price Index. The Town may increase any maximum amount that may be recovered from the Town for certain types of injuries. However, the Town may not be held liable either directly or by indemnification for punitive or exemplary damages unless the Town voluntarily pays such damages in accordance with State law. The Town has not acted to increase the damage limitations in the Immunity Act. The Town may be subject to civil liability and damages including punitive or exemplary damages under federal laws, and it may not be able to claim sovereign immunity for actions founded upon federal laws. Examples of such civil liability include suits filed pursuant to Section 1983 of Title 42 of the United States Code, alleging the deprivation of federal constitutional or statutory rights of an individual. In addition, the Town may be enjoined from engaging in anti-competitive practices which violate federal and State antitrust laws. However, 67 the Immunity Act provides that it applies to any State court having jurisdiction over any claim brought pursuant to any federal law, if such action lies in tort or could lie in tort. Approval of Certain Legal Proceedings The approving opinion of Butler Snow LLP, as Special Counsel, will be delivered with the Certificates. A form of the Special Counsel opinion is attached to this Official Statement as Appendix E. The opinion will include a statement that the obligations of the Town are subject to the reasonable exercise in the future by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of the powers delegated to it by the federal constitution, including bankruptcy. Butler Snow LLP, Denver, Colorado, has also acted as Special Counsel to the Town in connection with this Official Statement. Certain legal matters pertaining to the organization and operation of the Town will be passed upon by the Town Attorney. Certain Constitutional Limitations General. At the general election on November 3, 1992, the voters of Colorado approved TABOR as Article X, Section 20 of the State constitution. In general, TABOR restricts the ability of the State and local governments to increase revenues and spending, to impose taxes, and to issue debt and certain other types of obligations without voter approval. TABOR generally applies to the State and all local governments, including the Town (“local governments”), but does not apply to “enterprises,” defined as government-owned businesses authorized to issue revenue bonds and receiving under 10% of annual revenue in grants from all state and local governments combined. Some provisions of TABOR are unclear and will require further judicial interpretation. No representation can be made as to the overall impact of TABOR on the future activities of the Town, including its ability to generate sufficient revenues for its general operations, to undertake additional programs or to engage in any subsequent financing activities. Voter Approval Requirements and Limitations on Taxes, Spending, Revenues, and Borrowing. TABOR requires voter approval in advance for: (a) any new tax, tax rate increase, mill levy above that for the prior year, valuation for assessment ratio increase, extension of an expiring tax, or a tax policy change causing a net tax revenue gain; (b) any increase in a local government’s spending from one year to the next in excess of the limitations described below; (c) any increase in the real property tax revenues of a local government from one year to the next in excess of the limitations described below; or (d) creation of any multiple- fiscal year direct or indirect debt or other financial obligation whatsoever, subject to certain exceptions such as the refinancing of obligations at a lower interest rate. TABOR limits increases in government spending and property tax revenues to, generally, the rate of inflation and a local growth factor which is based upon, for school districts, the percentage change in enrollment from year to year, and for non-school districts, the actual value of new construction in the local government. Unless voter approval is received as described above, revenues collected in excess of these permitted spending limitations must be rebated. In 1994, the Town’s voters approved an election question which authorized the Town to retain excess revenues collected through 1998 which may have otherwise been required 68 by TABOR to be refunded to taxpayers. In 1997, the Town’s voters approved an election question which authorizes the Town to retain excess revenues received in 1998 and thereafter. In the opinion of Special Counsel, based upon decisions of the Colorado appellate courts, the Lease does not constitute a “multiple fiscal year financial obligation” which requires an election under the terms of TABOR. Emergency Reserve Funds. TABOR also requires local governments to establish emergency reserve funds. The reserve fund must consist of at least 3% of fiscal year spending. TABOR allows local governments to impose emergency taxes (other than property taxes) if certain conditions are met. Local governments are not allowed to use emergency reserves or taxes to compensate for economic conditions, revenue shortfalls, or local government salary or benefit increases. The Town has budgeted emergency reserves as required by TABOR. Other Limitations. TABOR also prohibits new or increased real property transfer tax rates and local government income taxes. TABOR allows local governments to enact exemptions and credits to reduce or end business personal property taxes; provided, however, the local governments’ spending is reduced by the amount saved by such action. With the exception of K 12 public education and federal programs, TABOR also allows local governments (subject to certain notice and phase out requirements) to reduce or end subsidies to any program delegated for administration by the general assembly; provided, however, the local governments’ spending is reduced by the amount saved by such action. 69 TAX MATTERS In the opinion of Special Counsel, assuming continuous compliance with certain covenants described below, the portion of the Base Rentals which is designated in the Lease and paid by the Trustee as interest on the Certificates, is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except that such interest is required to be included in calculating the “adjusted current earnings” adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Certificates. For purposes of this paragraph and the succeeding discussion, “interest” includes the original issue discount on certain of the Certificates only to the extent such original issue discount is accrued as described herein. The opinion of Special Counsel does not cover the treatment for federal or Colorado income tax purposes of any monies received in payment of or in respect to the Certificates subsequent to the occurrence of an Indenture Event of Default, an Event of Lease Default or an Event of Nonappropriation. The Tax Code and Colorado law impose several requirements which must be met with respect to the Certificates in order for the interest thereon to be excludable from gross income, alternative minimum taxable income, Colorado taxable income and Colorado alternative minimum taxable income. Certain of these requirements must be met on a continuous basis throughout the term of the Certificates. These requirements include: (a) limitations as to the use of proceeds of the Certificates; (b) limitations on the extent to which proceeds of the Certificates may be invested in higher yielding investments; and (c) a provision, subject to certain limited exceptions, that requires all investment earnings on the proceeds of the Certificates above the yield on the Certificates to be paid to the United States Treasury. The Town covenants and represent in the Lease that it will, during the Lease Term, take all steps to comply with the requirements of the Tax Code and Colorado law (in effect on the date of delivery of the Certificates) to the extent necessary to maintain the exclusion of interest on the Certificates from gross income and alternative minimum taxable income under such federal income tax laws and Colorado taxable income and Colorado alternative minimum taxable income under such Colorado income tax laws. Special Counsel’s opinion as to the exclusion of interest on the Certificates from gross income, alternative minimum taxable income, Colorado taxable income and Colorado alternative minimum taxable income is rendered in reliance on these covenants and assumes continuous compliance therewith. (The foregoing covenant does not, however, preclude the Town from exercising its right to terminate the Lease at the times and in the manner previously described in this Official Statement.) The failure or inability of the Town to comply with these requirements could cause the interest on the Certificates to be included in gross income, alternative minimum taxable income, Colorado taxable income or Colorado alternative minimum taxable income, or a combination thereof, from the date of issuance. Special Counsel’s opinion also is rendered in reliance upon certifications of the Town and other certifications furnished to Special Counsel. Special Counsel has not undertaken to verify such certifications by independent investigation. 70 With respect to Certificates that were sold in the initial offering at a discount (the “Discount Certificates”), the difference between the stated redemption price of the Discount Certificates at maturity and the initial offering price of those certificates to the public (as defined in Section 1273 of the Tax Code) will be treated as “original issue discount” for federal income tax purposes and will, to the extent accrued as described below, constitute interest which is excludable from gross income, alternative minimum taxable income, Colorado taxable income, or Colorado alternative minimum taxable income under the conditions described in the preceding paragraphs. The original issue discount on the Discount Certificates is treated as accruing over the respective terms of such Discount Certificates on the basis of a constant interest rate compounded at the end of each six-month period (or shorter period from the date of original issue) ending on June 1 and December 1 with straight line interpolation between compounding dates. The amount of original issue discount accruing each period (calculated as described in the preceding sentence) constitutes interest which is excludable from gross income, alternative minimum taxable income, Colorado taxable income, and Colorado alternative minimum taxable income under the conditions described in the preceding paragraphs and will be added to the owner’s basis in the Discount Certificates. Such adjusted basis will be used to determine taxable gain or loss upon disposition of the Discount Certificates (including sale or payment at maturity). Owners should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Certificates. Owners who purchase Discount Certificates after the initial offering or who purchase Discount Certificates in the initial offering at a price other than the initial offering price (as defined in Section 1273 of the Tax Code) should consult their own tax advisors with respect to the federal tax consequences of the ownership of the Discount Certificates. Owners who are subject to state or local income taxation (other than Colorado state income taxation) should consult their tax advisor with respect to the state and local income tax consequences of ownership of the Discount Certificates. It is possible that, under the applicable provisions governing determination of state and local taxes, accrued original issue discount on the Discount Certificates may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment. The Tax Code contains numerous provisions which may affect an investor’s decision to purchase the Certificates. Owners of the Certificates should be aware that the ownership of tax-exempt obligations by particular persons and entities, including, without limitation, financial institutions, insurance companies, recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, foreign corporations doing business in the United States and certain “subchapter S” corporations may result in adverse federal and Colorado tax consequences. Under Section 3406 of the Tax Code, backup withholding may be imposed on payments on the Certificates made to any owner who fails to provide certain required information, including an accurate taxpayer identification number, to certain persons required to collect such information pursuant to the Tax Code. Backup withholding may also be applied if the owner underreports “reportable payments” (including interest and dividends) as defined in Section 3406, or fails to provide a certificate that the owner is not subject to backup withholding in circumstances where such a certificate is required by the Tax Code. Certain of the Certificates were sold at a premium, representing a difference between the original offering price of those Certificates and the principal amount thereof payable at maturity. Under certain circumstances, an initial owner of such Certificates (if any) may realize a taxable gain upon their disposition, even though such Certificates are sold or redeemed for an amount equal to the owner’s 71 acquisition cost. Special Counsel’s opinion relates only to the exclusion of interest (and, to the extent described above for the Discount Certificates, original issue discount) on the Certificates from gross income, alternative minimum taxable income, Colorado taxable income and Colorado alternative minimum taxable income as described above and will state that no opinion is expressed regarding other federal or Colorado tax consequences arising from the receipt or accrual of interest on or ownership of the Certificates. Owners of the Certificates should consult their own tax advisors as to the applicability of these consequences. The opinions expressed by Special Counsel are based on existing law as of the delivery date of the Certificates. No opinion is expressed as of any subsequent date nor is any opinion expressed with respect to pending or proposed legislation. Amendments to the federal or State tax laws may be pending now or could be proposed in the future that, if enacted into law, could adversely affect the value of the Certificates, the exclusion of interest (and, to the extent described above for the Discount Certificates, original issue discount) on the Certificates from gross income or alternative minimum taxable income or both from the date of issuance of the Certificates or any other date, or that could result in other adverse tax consequences. In addition, future court actions or regulatory decisions could affect the market value of the Certificates. Owners of the Certificates are advised to consult with their own tax advisors with respect to such matters. The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations to determine whether, in the view of the Service, interest on such tax- exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. No assurances can be given as to whether or not the Service will commence an audit of the Certificates. If an audit is commenced, the market value of the Certificates may be adversely affected. Under current audit procedures, the Service will treat the Town as the taxpayer and the Owners may have no right to participate in such procedures. The Town has covenanted in the Lease not to take any action that would cause the interest on the Certificates to lose its exclusion from gross income for federal income tax purposes or lose its exclusion from alternative minimum taxable income for the owners thereof for federal income tax purposes. None of the Town, the Underwriter or Special Counsel is responsible for paying or reimbursing any Registered Owner or Beneficial Owner for any audit or litigation costs relating to the Certificates. FINANCIAL INSTITUTION INTEREST DEDUCTION The Tax Code generally provides that a financial institution may not deduct that portion of its interest expense which is allocable to tax-exempt interest. The interest expense which is allocable to tax-exempt interest is an amount which bears the same ratio to the institution’s interest expense as the institution’s average adjusted basis of tax-exempt obligations acquired after August 7, 1986, bears to the average adjusted basis of all assets of the institution. Tax-exempt obligations may be treated as if issued prior to August 7, 1986 (and therefore are not subject to this rule), if they are “qualified tax-exempt obligations” as defined in the Tax Code and are designated for this purpose by the Town. The Town has designated the Certificates for this purpose; however, under provisions of the Tax Code dealing with financial institution preference items, certain financial institutions, including banks, are denied 20% of their otherwise allowable deduction for interest expense with respect to obligations incurred or continued to purchase or carry the Certificates. 72 In general, interest expense with respect to obligations incurred or continued to purchase or carry the Certificates will be in an amount which bears the same ratio as the institution’s average adjusted basis in the Certificates bears to the average adjusted basis of all assets of the institution. Amendments to the Tax Code could be enacted in the future and there is no assurance that any such future amendments which may be made to the Tax Code will not adversely affect the ability of banks or other financial institutions to deduct any portion of its interest expense allocable to tax-exempt interest. INDEPENDENT AUDITORS The basic financial statements of the Town as of December 31, 2015, and for the year then ended, included in this Official Statement as Appendix A, have been audited by McMahan and Associates, L.L.C., independent certified public accountants, Avon, Colorado, as stated in their report appearing herein. RATING Standard & Poor’s Rating Group, a Division of McGraw-Hill, Inc. (“S&P”) has assigned the Certificates the Ratings shown on the cover page of this Official Statement. An explanation of the significance of any rating given by S&P may be obtained from S&P at 55 Water Street, New York, New York 10041. Such rating reflects only the views of the rating agency, and there is no assurance that any rating will be obtained or will remain in effect for any given period of time or that any rating will not be revised downward or withdrawn entirely if, in the judgment of the rating agency, circumstances so warrant. Any such downward revision or withdrawal of the rating may have an adverse effect on the market price or liquidity of the Certificates. Other than its undertaking in the Disclosure Certificate, the Town has not undertaken any responsibility to bring to the attention of the owners of the Certificates any proposed change in or withdrawal of such ratings once received or to oppose any such proposed revision. UNDERWRITING Piper Jaffray & Co. (the “Underwriter”) has agreed to purchase the Certificates at a price of $6,548,654.65 (which is equal to the principal amount of the Certificates, plus net original issue premium of $302,204.65, and less Underwriter’s discount of $53,550.00). The Underwriter is committed to take and pay for all of the Certificates if any are taken. The Underwriters intend to offer the Certificates to the public at the offering prices appearing on the inside cover page of this Official Statement. After the initial public offering, the public offering price may be varied from time to time by the Underwriter. 73 OFFICIAL STATEMENT CERTIFICATION The preparation of this Official Statement and its distribution has been authorized by the Town. This Official Statement is hereby duly approved by the Town as of the date on the cover page hereof. TOWN OF AVON, COLORADO By: /s/ Jennie Fancher Mayor (THIS PAGE INTENTIONALLY LEFT BLANK) A-1 APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS OF THE TOWN FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 NOTE: The supplemental schedules contained in the Town’s audit, including the combining, individual fund and account group financial statements, for the fiscal year ending December 31, 2015, of the Town were excluded from this Official Statement. Such supplemental statements provide supporting details and are not necessary for a fair presentation of the basic financial statements of the Town. (THIS PAGE INTENTIONALLY LEFT BLANK) A MCMAHAN AND ASSOCIATES, L. L. C Certified Public Accountants and Consultants CHAPEL SQUARE, BLDG C 245 CHAPEL PLACE, SUITE 300 P.O. Box 5850, AVON, CO 8 1620 WEB SITE: VVWW.MCMAHANCPA.COM MAIN OFFICE: (970) 845-8800 FACSIMILE: (970) 845-8 108 E-MAIL MCMAHAN@MCMAHANCPA.COM INDEPENDENT AUDITOR'S REPORT The Honorable Mayor and Town Council Town of Avon, Colorado Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of Town of Avon, Colorado, (the "Town"), as of and for the year ended December 31, 2015, which collectively comprise the Town's basic financial statements as listed in the table of contents, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of Town of Avon, Colorado, as of December 31, 2015, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. z\lember Ai/ler/Cali 117Stittde of Certified PuhIicACC01177tailtS PAUL J. BACKES, CPA, CGMA AVON: (970) 845-8800 MICHAEL N. JENKINS, CA, CPA, CGMA ASPEN: (970) 544-3996 DANIEL R. CUDAHY, CPA, CGMA FRISCO: (970) 668-348 I 1 INDEPENDENT AUDITOR'S REPORT The Honorable Mayor and Town Council Town of Avon, Colorado Other Matters Accounting principles generally accepted in the United States of America require that Management's Discussion and Analysis on pages 3-16 to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The budgetary comparison information on pages 53-56 is not a required part of the basic financial statements but is supplementary information required by accounting principles generally accepted in the United States of America. The budgetary comparison information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statement or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town's financial statements taken as a whole. The introductory section, combining fund financial statements, individual fund budgetary information, the Local Highway Finance Report, and the statistical section listed in the accompanying table of contents are presented for purposes of additional analysis and are not a required part of the Town's financial statements. The combining fund financial statements, the individual fund budgetary information, and the Local Highway Finance Report on pages 57-85 are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining fund financial statements, individual fund budgetary information, and the Local Highway Finance Report is fairly stated in all material respects in relation to the financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on them. Alitvt 5r-vo-AA:4. L—d. McMahan and Associates, L.L.C. April 26, 2016 2 Management's Discussion and Analysis As management of the Town of Avon, we offer readers of the Town of Avon's financial statements this narrative overview and analysis of the financial activities of the Town of Avon for the fiscal year ended December 31, 2015. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal, which can be found in the introductory section of this report. Financial Highlights ® The assets and deferred outflows of the Town exceeded its liabilities and deferred inflows at the close of its fiscal year ended December 31, 2015 by $93,196,973 (net position). Of this amount, $12,143,289 is unrestricted and may be used to meet the Town's ongoing obligations to citizens and creditors in accordance with the Town's fund designation and fiscal policies as more fully described below. ® The Town's total net position decreased by $678,268. ® As of the close of the fiscal year, the Town's governmental funds reported combined ending fund balances of $15,044,382, an increase of $4,308,936 from the prior year. Approximately 34 percent of this total amount, $5,046,651, is available for spending at the Town's discretion (unassigned fund balance). ® The unassigned fund balance for the General Fund was $5,046,651, or 31.7 percent of total General Fund expenditures and other financing uses. This represents a $1,505,729 increase from the prior year. ® The Town of Avon's long-term liabilities increased by a net $2,300,232 during the current fiscal year. Regular principal payments were made on bonded debt in the amount of $1,290,000 and new debt of $3,800,000 was issued. Overview of the Financial Statements This discussion and analysis are intended to serve as an introduction to the Town of Avon's basic financial statements. The Town's basic financial statements are comprised of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains required supplementary information and other supplementary information in addition to the basic financial statements themselves. Government-wide financial statements. The government-wide financial statements are designed to provide readers with a broad overview of the Town of Avon's finances, in a manner similar to a private sector business. The statement of net position presents infoi nation on all of the Town of Avon's assets and liabilities, with the difference between the two reported as net position. Over time, increases or 3 decreases in net position may serve as a useful indicator of whether the financial position of the Town is improving or deteriorating. The statement of activities presents information showing how the Town's net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., earned but unused compensated absences). Both of the government-wide financial statements distinguish functions of the Town of Avon that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the Town of Avon include general government, community development, public safety, public works and utilities, and recreation and culture. The business-type activities of the Town include transportation and fleet maintenance operations. The government-wide financial statements include not only the Town of Avon itself (known as the primary government), but also the Avon Urban Renewal Authority, a legally separate entity, which was established in August, 2007 to undertake urban renewal plans and projects with the Town. All members of the governing body are Town Council members. For financial reporting purposes, AURA is blended into the Town's financial statements and is reported as a major fund in the basic financial statements. The government-wide financial statements can be found on pages 17-19 of this report. Fund financial statements. A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Town of Avon, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the Town can be divided into two categories: governmental funds, and proprietary funds. Governmental funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflow and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-teiiii financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the Town's near-teiiii financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. 4 The Town of Avon maintains seven individual governmental funds. Infoimation is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the General Fund, Avon Urban Renewal Authority fund, water fund, debt service fund and capital projects fund, all of which are considered to be major funds. Data from the other two nonmajor governmental funds (community enhancement fund, affordable housing fund) are combined into a single, aggregate presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements elsewhere in this report. The basic governmental fund financial statements can be found on pages 20-23 of this report. Proprietary funds. The Town of Avon maintains two different types of proprietary funds. Enterprise funds are used to report the same function presented as business-type activities in the government-wide financial statements. The Town of Avon uses enterprise funds to account for its transportation operations and its fleet maintenance operations. Internal service funds are an accounting device used to accumulate and allocate costs internally among the Town's various functions. The Town of Avon uses an internal service fund to account for the rental of vehicles and equipment to Town departments for the accumulation of funds for future replacement. Because this service predominately benefits governmental rather than business-type functions, it has been included within governmental activities in the government-wide financial statements. Proprietary funds provide the same type of information as the government-wide financial statements, only in more detail. The proprietary fund financial statements provide separate information for the transit fund and the fleet maintenance fund operations. Separate infoiiiiation is also provided for the Town's internal service fund. The basic proprietary fund financial statements can be found on pages 24-27 of this report. Notes to the Financial Statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found on pages 28-52 of this report. Required Supplemental Information. In addition to the basic financial statements and accompanying notes, this report also presents certain other required supplemental infoitriation. The Town of Avon adopts an annual appropriated budget for its General Fund and major special revenue fund. Budgetary comparison statements have been provided for the General Fund, Avon Urban Renewal Authority Fund, and Water Fund to demonstrate compliance with these budgets and can be found on pages 53-55 of this report. Other Supplemental Information. The combining statements referred to earlier in connection with nonmajor governmental funds are presented under other supplemental information immediately following the required supplemental information. Individual fund statements and schedules and other miscellaneous schedules can also be found in this section on pages 57-85 of this report. 5 Government-wide Financial Analysis As noted earlier, net position may serve over time as a useful indicator of a government's financial position. In the case of the Town of Avon, assets and deferred outflows of resources exceeded liabilities and deferred inflows of resources by $93,196,973 as of December 31, 2015. The largest portion of the Town's net position (76.9%) reflects its investment in capital assets (e.g. land, buildings, machinery and equipment, and infrastructure), net of any related debt used to acquire those assets that is still outstanding. The Town uses these assets to provide services to citizens, consequently, these assets are not available for future spending. Although the Town's investment in capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. An additional portion of the Town's net position (10.1%) represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position (13%) may be used to meet the Town's ongoing obligations to citizens and creditors. Condensed Net Position Governmental Activities Business-type Activities Total Government 2015 2014 2015 2014 2015 2014 Current and Other Assets $ 20,792,760 $ 22,584,260 $ 1,052,897 $ 1,295,107 $ 21,845,657 $ 23,879,367 Restricted Assets 4,025,445 590,109 4,025,445 590,109 Capital Assets, net 73.426.653 74.995.088 14,602,496 15.262.743 88.029.149 90.257.831 Total Assets 98 244 858 98.169,457 15.655.393 16.557.850 113.900.251 114,727.307 Deferred Outflows of Resources 13,176 27,556 13.176 27.556 Other Liabilities 1,547,523 4,017,410 106,845 354,539 1,654,368 4,371,949 Noncurrent Liabilities 13,716.889 11,213,459 3.009 558 3,215,756 16,726.447 14.429.215 Total Liabilities 15,264.412 15.230.869 3.116,403 3 570,295 18,380.815 18,801,164 Deferred Inflows of Resources 2,289,299 2.031,704 46,340 46,754 2,335.639 2,078,458 Net Position: Net Investment in Capital Assets 60,000,945 64,112,399 11,633,282 12,097,298 71,634,227 76,209,697 Restricted 9,419,457 6,355,660 9,419,457 6,355,660 Unrestricted 11,283,921 10.466.381 859,368 843,503 12.143.289 11.309,884 Total Net Position $ 80 704.323 $ 80 934 440 $ 12.492.650 $ 12.940,801 $ 93 196 973 $ 91.875 241 Analysis of the Town's Operations Overall, the Town's net position by remained largely unchanged for 2015. Governmental activities decreased net position by $230,117. 6 III Expenses nProgram Revenues Change in Net Position Governmental Activities Business-type Activities Total Government 2015 2014 2015 2014 2015 2013 REVENUES Program Revenues: Charges for Services $ 2,672,067 $ 2,165,636 $ 1,670,213 $ 1,645,083 $ 4,342,280 $ 3,810,719 Operating Grants and Contributions 11,713 52,151 11,713 52,151 Capital Grants and Contributions 61,779 1,027,911 61,779 1,027,911 General Revenues: Taxes: Property Taxes 2,904,509 2,873,055 40,280 40,079 2,944,789 2,913,134 Real Estate Transfer Tax 2,369,314 3,764,526 2,369,314 3,764,526 Sales and Accommodation Taxes 8,754,673 8,089,010 8,754,673 8,089,010 Other Taxes 1,208,352 1,197,603 1,208,352 1,197,603 Unrestricted Investment Earnings 53,161 45,844 53,161 45,844 Grants & Contributions Not Restricted 482,769 883,884 482,769 883,884 Miscellaneous 529,843 500 925 529,843 500.925 Total Revenues 19,048,180 20.600,545 1,710.493 1,685,162 20 758 673 22,285,707 EXPENSES Program Activities: Governmental Activities: General Government 3,042,126 3,186,870 3,042,126 3,186,870 Community Development 1,341,706 463,821 1,341,706 463,821 Public Safety 3,039,333 2,792,174 3,039,333 2,792,174 Public Works and Utilities 8,458,218 7,179,132 8,458,218 7,179,132 Recreation and Culture 1,430,648 2,061,033 1,430,648 2,061,033 Interest on Long-term Debt 639,267 504,343 639,267 504,343 Business-type Activities: Transportation 1,979,505 1,686,778 1,979,505 1,686,778 Fleet Maintenance 1,506,138 1,609,134 1 506 138 1.609,134 Total Expenses 17,951.298 16,187 373 3.485 643 3.295,912 21,436 941 19,483,285 Excess (Deficiency) Before Contributions and Transfers 1,026,882 4,413,172 (1,775,150) (1,610,750) (678,268) 2,802,422 Capital Contributions 24,063,281 24,897 24,088,178 Transfers (1 326.999) (1,160.000) 1.326.999 1,160,000 Increase (Decrease) in Net Position (230,117) 27,316,453 (448,151) (425,853) (678,268) 26,890,600 Net Position, Beginning of Year 80.934,440 53,617.987 12.940 801 13.366.654 93,875.241 66,984,641 Net Position, Ending $ 80.704.323 $ 80 934,440 $12.492,650 $12,940,801 $ 93.196.973 $ 93.875,241 Expenses and Program Revenues — Governmental Activities $9,000,000 $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 General Comm Dev Public Safety Public Works and Recreation Interest on Long- Government Utilities term Debt 7 Grants Miscellaneous 0.38% 2.78% Intergovernmental 2.54% Property Taxes 15.25% Investment Earnings 0.28% Charges for Services 14.03% Other Taxes 6.34% ID Expenses ®Program Revenues Revenues by Source — Governmental Activities RETT Taxes 12.44% Sales and Accom Taxes 45.96% Business-type activities. Net position of business-type activities decreased by $448,151 in 2015. The key element of this decrease was depreciation of capital assets held by the Transit and Fleet Maintenance Enterprise Funds. Expenses and Program Revenues — Business-type Activities $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 Transportation Fleet Maintenance 8 Revenues by Source — Business-type Activities Transfers In 43.69% Charges for Services 54.99% Property Taxes 1.32% Financial Analysis of the Town's Funds The following schedule presents a summary of governmental fund revenues for the year ended December 31, 2015 and the amount and percentage of increases and decreases in relation to the prior year. 2015 Percent of 2014 Amount of Increase Percent Increase Revenues Amount Total Amount (Decrease) (Decrease) Taxes $15,236,848 80.36% $15,924,194 $ (687,346) (4.30%) Licenses and Permits 335,741 1.77% 210,636 125,105 59.39% Intergovernmental 989,546 5.22% 1,963,946 (974,400) (49.61%) Charges for Services 1,682,724 8.88% 1,757,625 (74,901) (4.26%) Fines and Forfeitures 129,356 0.68% 131,513 (2,157) (1.64%) Investment Earnings 53,158 0.28% 45,827 7,331 15.00% Other Revenues 532,353 2.81% 503,354 28,999 5.76% Total $18,959,726 100.00% $20,537,095 $ (1,577,369) Total tax collections decreased by $687,346 from the prior year. Property taxes declined by $40,544 due to a slight reduction of assessed values within the Town combined with a small decrease in the mill rate levied. Total net assessed value of all property within the Town decreased by $297,190 or .18% from the previous year. The general operating mill rate for the Town remained the same at 8.956 mills while the debt service mill rate decreased 0.051 mills to 3.251 mills. Sales taxes increased by $542.719 or 6.98% from the previous year while accommodations taxes increased by 13.76% or $137,036. 9 The Town collects a 2% tax from all sales of real property within the Town except within The Village at Avon Planned Unit Development. These revenues are dedicated solely for capital improvement projects. Real estate transfer tax collections decreased 37.06%, from $3,764,526 in 2014 to $2,369,314 in 2015. Licenses and permits increased $125,105 from 2014. Construction value for permits issued in 2015 totaled $21,306,000, including commercial permits valued at $14,336,000 and ten residential units with a value of $6,970,000. This is an increase of $6,070,100 in total value from the prior year. A large portion of this increase is due to the large permit issued for the construction of the new Buck Creek Medical Plaza. Intergovernmental revenues decreased in 2015 by $974,400 due to a Colorado State GOCO grant of $497,000 and Eagle County trails grants of $479,314 received and spent in the previous year. Charges for services decreased $74,901 due to a decrease in water tap fees of $200,341. Recreation fees increased by $77,613 and general government fees by $44,951. Investment earnings increased in 2015 by $7,331 due to slightly higher yields and a concerted effort to increase the weighted average maturity of the Town's invested reserves. The following schedule presents a summary of governmental fund expenditures for the year ended December 31, 2015 and the amount and percentage of increases and decreases in relation to the prior year. 2015 Percent of 2014 Amount of Increase Percent Increase Expenditures Amount Total Amount (Decrease) (Decrease) Current: General Government $ 2,916,095 16.50% $ 3,084,616 $ (168,521) (5.46%) Community Development 1,348,166 7.63% 456,063 892,103 195.61% Public Safety 3,007,164 17.01% 2,726,711 280,453 10.29% Public Works and Utilities 4,080,272 23.09% 3,799,489 280,783 7.39% Parks and Recreation 1,147,149 6.49% 1,654,078 (506,929) (30.65%) Capital Improvements 3,284,852 18.59% 7,927,709 (4,642,857) (58.56%) Debt Service: Principal 1,264,966 7.16% 1,491,042 (226,076) (15.16%) Interest 503,269 2.85% 453,883 49,386 10.88% Bond Issuance Costs 80,569 0.45% 80,569 NA Fiscal Charges 41,289 0.23% 51,007 (9,718) (19.05%) Total $17,673,791 100.00% $21,644,598 S (3,970,807) Overall, governmental fund expenditures declined by $3,970,807 in 2015. This was primarily due to a large decrease in capital improvement expenditures, offset by an increase in operating expenditures. Three major capital improvement projects reached completion in the prior year resulting in a decrease of $4,642,857: the Nottingham Park Pavilion; the Avon Mall Improvements project; and the Phases I and II of the Eagle Valley Trails project. 10 Operating expenditure increases resulted from two major initiatives in 2015: First, the Salary Step Program, which was launched in January 2014, had its first full year of impacts in 2015 at an estimated cost of $207,758. Second, the Town's investment in special events resulted in a significant investment in "seeding" new events and included a total of $300,000 for potential new events with a focus on signature events at the new Nottingham Park Pavilion. At the end of the current fiscal year, the Town's governmental funds reported combined ending fund balances of $15,044,382, an increase of $4,308,936 from the prior year. Of this total, $3,220,640 is restricted due to external limitations on its use, such as by debt covenants, legal restrictions, or intention of grantors, donors or trustees. A total of $6,764,030 has been committed or assigned meaning there are limitations resulting from its intended use, such as construction of capital assets, affordable housing, and for other purposes. The remaining $5,059,712 is unassigned and can be used for any lawful purpose. General Fund. The General Fund is the chief operating fund of the Town. At the end of the current fiscal year, unassigned fund balance of the General Fund is $5,046,651, while total fund balance is $5,659,925. As a measure of the General Fund's liquidity, it may be useful to compare the unassigned fund balance and total fund balance to total fund expenditures and other financing sources. Unassigned fund balance represents 31.7% of total fund expenditures and other financing uses, while total fund balance represents 35.6% of that same amount. The fund balance of the General Fund increased by $1,195,627, or 21.1%, in 2015. This increase is due largely to unanticipated revenues towards the end of the year and greater than expected departmental expenditure savings. The fund balance of the General Fund represents approximately 42.4% of 2016 General Fund appropriations or the equivalent of approximately 5 months of operations. The Town has felt it necessary to retain this level of fund balance because of its heavy reliance on sales tax revenues. The Town's position as a resort community also places a heavy reliance upon several other factors including weather, the national economy, and tourism in general. The Town's fund balance provides the resources necessary to be more adaptable to the short-term financial environment and limits the need for capital financing. Avon Urban Renewal Fund. At the end of the current fiscal year, the Avon Urban Renewal Fund had an ending fund balance of $1,032,560. Of this amount, $628,512 is restricted as a bond reserve and $404,048 is restricted for urban renewal projects. The fund balance increased by $98,941 in 2015, primarily due to property tax increment revenues exceeding required payments for debt service. Water Fund. The Water Fund has an ending fund balance at the end of the fiscal year of $1,016,159, which is an increase of $99,929 for the previous year. This increase is due to tap fees and water surcharges exceeding operating expenditures for the year. Debt Service Fund. The Debt Service Fund has a fund balance at the end of the fiscal year of $529,117, all of which is restricted for the payment of debt service. 11 Capital Projects Fund. The Capital Project Fund has an ending fund balance at the end of the fiscal year of $6,198,817 which is committed entirely to capital improvement projects. Non-major Funds. The aggregate non-major funds have a combined fund balance of $607,804. The net increase in fund balance during the current fiscal year in the aggregate non-major funds was $81,214. The primary reason for this increase was the receipt of $77,473 which represents 1% of gross revenues from sales of electricity within the Town of Avon from Holy Cross Energy for the 2015 calendar year. General Fund Budgetary Highlights The 2015 budget was guided by the 2015-2016 Town of Avon Strategic Plan, which was updated and approved by the Town Council on September 9, 2014. Expenditure highlights included the salary step program, in its second year of implementation, designed to reflect the increasing value of an employee over the years and to provide an unbiased approach for any employee to reach the top of the pay range. Also highlighted in the 2015 budget was the importance of a diversity of special events in keeping with the Avon brand so that an array of businesses benefit from Town supported festivals, concerts and the arts over the course of the year. In 2015, a significant investment in "seeding" new events was approved which included a total of $300,000 for potential new events with a focus on signature events at the new Nottingham Park Pavilion. A number of budget changes are typically made throughout the year and at the Town's adoption of its final revised budget in November. For the most part these changes are very minor and the increases and decreases are offsetting. The difference between the original budget and the final amended budget resulted in a net increase of $656,047 in expenditure appropriations and an increase of $1,349,999 in appropriated transfers-out for the 2015 budget year. Estimated revenues were increased by $806,839 from the original budget. Actual revenues further exceeded estimates by a total of $321,535. Sales and accommodation tax revenues were very strong all year and ended the year with gains of 6.8% and 13.8%, respectively over the prior year. Departmental expenditures ended the year under the final revised budget by a net total of $759,658. Capital Assets and Debt Administration Capital assets. The Town of Avon's investment in capital assets for its governmental and business-type activities as of December, 31, 2015, amounts to $88,029,149 (net of accumulated depreciation). This investment in capital assets includes land, public art, buildings, infrastructure, and machinery and equipment (see table below). The total decrease in the Town's investment in capital assets for the current fiscal year was 2.47% (a 2.09% decrease for governmental activities and a 4.3% decrease for business-type activities). 12 Major capital assets events during the current fiscal year included the following: • Capital Project Fund capital improvement expenditures totaled $3,284,852 in 2015. • Two major projects began the year in construction-in-progress: the Nottingham Park Pavilion and the 2014 Mall Improvements project. As of December 31, 2015, these projects had been capitalized at a cost of $5,704,094 and there were no significant projects remaining in construction-in-progress. • Avon Road landscaping was completed at a cost of $438,130. • Equipment replacements at the Avon Recreation Center totaled $163,147 and included new cardio fitness equipment, and a steam generator, diving board, and new pool feature in the aquatics area. • Town fleet replacements included 4 new police patrol vehicles ($193,864) and a new pickup truck with plow ($34,618) for the public works department. • A water tap in the amount of $25,520 was purchased out of the Water Fund. • The Transit Enterprise Fund purchased a Rider/Scrubber for cleaning the Avon Regional Transportation Facility. • The Fleet Maintenance Fund purchased a tire changer for $11,995. Town of Avon's Capital Assets (net of depreciation) Governmental Activities Business-type Activities Total 2015 2014 2015 2014 2015 2014 Land $ 10,522,633 $ 10,497,113 $ 411,834 $ 411,834 $10,934,467 $10,908,947 Public Art 1,361,400 1,361,400 - 1,361,400 1,361,400 Water Rights 1,792,959 1,792,959 1,792,959 1,792,959 Constr. in Prog. 210,058 4,686,060 210,058 4,686,060 Buildings 9,964,067 6,568,486 12,162,298 12,532,041 22,126,365 19,100,527 Utilities 3,453,230 3,663,060 3,453,230 3,663,060 Mach. & Equip. 2,129,385 2,005,068 2,028,364 2,318,868 4,157,749 4,323,936 Infrastructure 43,992.921 44,420,942 43,992,921 44,420.942 Total $73 426,653 $74,995,088 $14 602.496 $15,262,743 $88.029.149 $90.257,831 Additional information on the Town of Avon's capital assets can be found in Note 4 on pages 39-40 of this report. Long-term debt. At the end of the current fiscal year, the Town of Avon had total long-terin debt outstanding in the amount of $15,735,000. Of this amount, $515,000 comprises general obligation debt secured by a pledge of the full faith and credit of the Town and payable from ad valorem taxes which may be levied against all taxable property within the Town. Certificates of Participation which evidence assignments of proportionate interests in the right to receive payments pursuant to annually renewable lease agreements total $9,020,000. The remainder of the Town's debt, $6,200,000, represents bonds secured solely by specified revenue sources (i.e. revenue bonds). 13 Town of Avon's Outstanding Debt Governmental Activities Business-type Activities Total 2015 2014 2015 2014 2015 2014 G. 0. Bonds $ 515,000 $ 1,005,000 $ $ $ 515,000 $ 1,005,000 Revenue Bonds 6,200,000 6,520,000 6,200,000 6,520,000 Certificates of Participation 6,280,000 2.825,000 2,740,000 2.875,000 9,020,000 5,700,000 Total $12.995.000 $10.350,000 s 2 41 111 $ 2,875,000 $15,735.000 5151,,000 The Town of Avon's long-term debt increased by a net amount of $2,510,000 during the current fiscal year. Certificates of Participation in the amount of $3.8 million were issued in 2015 and all regular principal payments totaling $1,290,000 were made on outstanding bonded debt. The Avon Town Charter limits the amount of general obligation debt the Town may issue to 25% of assessed valuation of all taxable property within the Town, or $15 million, whichever is greater. The current legal debt margin for the Town is $41,094,398, which is significantly greater than the Town's outstanding general obligation debt. The Town's ratio of general bonded debt to actual taxable property value is 0.04%, compared to its high of 2.32% in 1997. In addition, the Town's net bonded debt per capita is $80, the lowest in the Town's history. Additional information on the Town's long-term debt can be found in Note 5 on pages 40-46 of this report. Economic Factors and Next Year's Budget and Rates The 2016-17 budget is guided by the 2016-2017 Town of Avon Strategic Plan, which was updated and approved by the Town Council on October 13, 2015. This is the second year that the Town has prepared a biennial budget. The budget reflects the Town's stable financial position and continues the trend of conservative budgeting and financial management that has enabled the Town to provide high-quality and cost-effective services during the economic downturn of the past as well as the strong economic recovery now being experienced in Avon and across Colorado. The four key outcomes identified in the Strategic Plan are: o Support a strong community, building on strengths as a year-round mountain resort community; o Preserve and enhance the natural environment; o Develop inclusive & diverse economic, educational & cultural opportunities; o Provide a responsive, cutting-edge & effective government 2016 Budget Highlights The 2016 budget has been developed to address priorities with a major emphasis on the following: n Human Resources - In 2015, Town Council gave direction to the Town Manager to establish a new Human Resources Department and to move forward in hiring a Director of 14 Human Resources. The new director will be focused in 2016 on reviewing and revising the Town's personnel handbook, establishing staff training programs, assisting department directors in carrying out their responsibilities regarding personnel matters, and assisting the Town Manager in developing strategic staffing plans. ® Special Events - Avon's economic development strategy recognizes the role of the Town in supporting business activity by ensuring that special events occur in Avon. The Town's significant investment in special events continues in 2016 with several new and returning signature events. A total budget of $125,000 is budgeted for signature events, with another $275,000 set aside in fund balances for events unnamed at the time the budget was adopted. Another $314,364 is budgeted for Town produced events. ® Major Capital Projects - Major capital improvement projects for 2016 include: o Nottingham Park Restroom Remodel - $260,800. o Metcalf Road Bike Climbing Lane and Asphalt Overlay - $1,260,000 o Walkability Design - $325,000 o Eagle Valley Trail, Phase 3 - $2,725,000 The Town's mill rate for general operating purposes will remain at 8.956 mills, while the mill rate for debt service will decrease from 3.251 to 2.809 mills. This decrease is required for property tax collections in the Debt Service Fund to not exceed 2016 debt service. Sales tax and accommodations tax revenues for 2016 are both budgeted to grow 4% over the revised 2015 estimates. These revenue sources were revised up from the original adopted 2015 budget due to a strong year and a continuing growth. The Town's total 2016 appropriations for all funds equals $28,461,175. Total estimated revenues for 2016 are $30,065,090, and estimated total ending Fund Balances are $16,980,727. Requests for Information This financial report is designed to provide a general overview of the Town of Avon's finances for all those with an interest in the Town's fiscal management. Questions concerning any of the infounation provided in this report or requests for additional financial information should be addressed to the Finance Director, Town of Avon, Colorado, PO Box 975, Avon, CO 81620. 15 Scott Wright, CPA, CPFO Asst. Town Manager / Finance Director THIS PAGE INTENTIONALLY LEFT BLANK COLORADO SIC Fl r, 4 ANCI t't L STATEMENTS (THIS PAGE INTENTIONALLY LEFT BLANK) TOWN OF AVON, COLO DO STATEMENT OF NET POSITION DECEMBER 31, 2015 ASSETS Governmental Activites Business-type Activities Total Cash and Cash Equivalents $ 3,017,123 $ 359,280 $ 3,376,403 Investments 8,987,330 8,987,330 Receivables 8,657,605 207,908 8,865,513 Internal Balances 100,000 (100,000) - Prepaid Expenses 13,061 - 13,061 Inventory 585,709 585,709 Deposits 17,641 17,641 Restricted Assets - Cash and Cash Equivalents 4,025,445 4,025,445 Capital Assets, net of accumulated depreciation: Nondepreciable 13,887,050 411,834 14,298,884 Depreciable 59,539,603 14,190,662 73,730,265 Total Assets 98,244,858 15,655,393 113,900,251 DEFERRED OUTFLOWS OF RESOURCES Deferred Loss on Advance Refunding of Debt 13,176 13,176 LIABILITIES Accounts Payable 408,233 81,259 489,492 Retainages Payable 39,956 39,956 Accrued Liabilities 107,192 15,756 122,948 Accrued Interest Payable 38,616 9,830 48,446 Deposits and Reserves 946,859 946,859 Unearned Revenues 6,667 6,667 Noncurrent Liabilities: Due Within One Year 1,666,371 244,103 1,910,474 Due In More Than One Year 12,050,518 2,765,455 14,815,973 Total Liabilities 15,264,412 3,116,403 18,380,815 DEFERRED INFLOWS OF RESOURCES Property Tax Revenue 2,289,299 40,190 2,329,489 Gain on Advance Refunding of Debt 6,150 6,150 Total Deferred Inflows of Resources 2,289,299 46,340 2,335,639 NET POSITION Net Investment in Capital Assets 60,000,945 11,633,282 71,634,227 Restricted For: Emergencies 552,335 552,335 Debt Service 1,157,629 1,157,629 Capital Improvements 6,198,817 6,198,817 Other Purposes 1,510,676 1,510,676 Unrestricted 11,283,921 859,368 12,143,289 Total Net Position $ 80,704,323 $ 12,492,650 $ 93,196,973 The accompanying notes are an integral part of the financial statements. 17 TOWN OF AVON, COLO DO STATEMENT OF ACTIVITIES FOR THE YEAR ENDED DECEMBER 31, 2015 Functions/Programs Expenses Program Revenues Charges for Services Operating Grants and Contributions Capital Grants and Contributions Governmental Activities: General Government, Finance and Administration $ 3,042,126 $ 219,364 $ Community Development 1,341,706 380,130 Public Safety 3,039,333 69,629 1,713 61,779 Public Works and Utilities 8,458,218 764,549 10,000 Recreation 1,430,648 1,238,395 Interest and Fiscal Charges on Long-term Debt 639,267 Total Governmental Activities 17,951,298 2,672,067 11,713 61,779 Business-type Activities: Transportation 1,979,505 366,242 Fleet Maintenance 1,506,138 1,303,971 Total Business-type Activities 3,485,643 1,670,213 Total Primary Government $ 21,436,941 $ 4,342,280 11,713 $ 61,779 General Revenues: Property Taxes Real Estate Transfer Taxes Sales and Accommodation Taxes Other Taxes Unrestricted Investment Earnings Grants and Contributions Not Restricted to Specific Programs Miscellaneous Transfers Total General Revenues and Transfers Increase (Decrease) in Net Position Net Position - Beginning of Year Net Position - End of Year The accompanying notes are an integral part of the financial statements. 18 Net (Expense) Revenue and Changes in Net Position Governmental Business-type Activities Activities Total $ (2,822,762) $ $ (2,822,762) (961,576) - (961,576) (2,906,212) (2,906,212) (7,683,669) (7,683,669) (192,253) (192,253) (639,267) (639,267) (15,205,739) (15,205,739) (1,613,263) (1,613,263) (202,167) (202,167) (1,815,430) (1,815,430) (15,205,739) (1,815,430) (17,021,169) 2,904,509 40,280 2,944,789 2,369,314 2,369,314 8,754,673 8,754,673 1,208,352 1,208,352 53,161 - 53,161 482,769 482,769 529,843 529,843 (1,326,999) 1,326,999 14,975,622 1,367,279 16,342,901 (230,117) (448,151) (678,268) 80,934,440 12,940,801 93,875,241 $ 80,704,323 $ 12,492,650 $ 93,196,973 19 TOWN OF AVON, COLO DO BALANCE SHEET GOVERNMENTAL FUNDS DECEMBER 31, 2015 ASSETS General Fund Avon Urban Renewal Fund Water Fund Debt Service Fund Capital Projects Fund Cash and Cash Equivalents $ - $ 414,587 $ 352,718 $ 20,184 $ - Investments 4,889,891 602,947 - 3,494,492 Receivables: - Interest 7,992 - 3,907 - Taxes 3,453,723 546,591 50,310 - Accounts 15,814 - Intergovernmental 152,360 62,216 43 - Employees 10,862 - Prepaid Items 13,061 Due from Other Funds 103,000 Deposits 17,641 - Notes Receivable - - Restricted Assets - Cash and Cash Equivalents 628,512 508,890 2,888,043 Total Assets $ 8,664,344 1,043,099 $ 1,017,881 $ 1,075,708 6,436,752 LIABILITIES Accounts Payable $ 209,365 6,387 1,169 $ $ 191,312 Accrued Liabilities 105,487 1,152 553 Retainages Payable 39,956 Deposits and Reserves 946,859 Due to Other Funds 3,000 Unearned Revenues - 6,667 Total Liabilities 1,261,711 10,539 1,722 237,935 DEFERRED INFLOWS OF RESOURCES Unavailable Revenue - Notes Receivable Unavailable Revenue - Property Taxes 1,742,708 546,591 Total Deferred Inflows of Resources 1,742,708 546,591 FUND BALANCES NonSpendable: 13,061 Restricted For: Emergencies 552,335 Urban Renewal 404,048 Water Projects 1,016,159 Debt Service 628,512 529,117 Community Enhancement Committed To: Capital Improvements 6,198,817 Assigned For: Special Events 47,878 Affordable Housing Unassigned 5,046,651 Total Fund Balances 5,659,925 1,032,560 1,016,159 529,117 6,198,817 Total Liabilities, Deferred Inflows of Resources, and Fund Balances $ 8,664,344 1,043,099 $ 1,017,881 $ 1,075,708 $ 6,436,752 The accompanying notes are an integral part of the financial statements. 20 Other Governmental Funds Total 530,331 $ 1,317,820 8,987,330 11,899 4,050,624 77,473 93,287 214,619 10,862 13,061 103,000 17,641 107,815 107,815 4,025,445 715,619 $ 18,953,403 408,233 107,192 39,956 946,859 3,000 6,667 1,511,907 RECONCILIATION OF TOTAL GOVERNMENTAL FUND BALANCE TO NET POSITION OF GOVERNMENTAL ACTIVITIES DECEMBER 31, 2015 Total Governmental Fund Balances $ 15,044,382 Amounts reported for governmental activities in the Statement of Net Position are different because: Capital assets used in governmental activities are not financial resources and therefore are not reported as an asset in the governmental funds. - Capital assets 118,010,814 - Accumulated depreciation (47,308,905) 70,701,909 Some liabilities, including bonds, notes and leases payable, and compensated absences are not due and payable in the current period and therefore are not reported as liabilities in the governmental funds. - Bonds payable (6,707,684) - Certificates of Participation payable (6,280,000) - Compensated absences payable (278,005) (13,265,689) Notes receivable are not available to pay for current period expenditures and are deferred in the governmental funds. 107,815 Long-term receivables which are not available to pay for current period expenditures and are not reported in the governmental funds. 3,522,309 Accrued interest payable is recognized for governmental activities but is not due and payable in the current period and therefore is not reported as a liability in the governmental funds. The internal service fund is used by management to charge the rental cost of certain vehicles and equipment to individual funds. The assets and liabilities of the internal service fund is included in governmental activities in the statement of net position. 107,815 107,815 2,289,299 107,815 2,397,114 13,061 (38,616) 4,632,213 Net Position of Governmental Activities $ 80,704,323 552,335 404,048 1,016,159 1,157,629 90,469 90,469 6,198,817 517,335 47,878 517,335 5,046,651 607,804 15,044,382 715,619 $ 18,953,403 21 TOWN OF AVON, COLO DO STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED DECEMBER 31, 2015 Revenues General Fund Avon Urban Renewal Fund Water Fund Debt Service Fund Capital Projects Fund Taxes $ 11,569,168 $ 756,471 $ $ 541,895 $ 2,369,314 Licenses and Permits 335,741 - Intergovernmental 949,546 40,000 Charges for Services 1,390,587 292,137 Fines and Forfeitures 129,356 Investment Earnings 19,563 3,617 10,580 18,167 Other Revenues 359,124 93,246 Total Revenues 14,753,085 760,088 292,137 552,475 2,520,727 Expenditures Current: General Govt., Finance & Administration 2,916,095 Community Development 1,348,166 Public Safety 3,007,164 Public Works and Utilities 3,655,220 232,844 192,208 Recreation 1,147,149 Capital Improvements 3,284,852 Debt Service: Principal 320,000 835,000 109,966 Interest 229,504 261,962 11,803 Bond Issuance Costs 80,569 Fiscal Charges 28,799 12,490 Total Expenditures 12,073,794 811,147 192,208 1,109,452 3,487,190 Excess (Deficiency) of Revenues Over (Under) Expenditures 2,679,291 (51,059) 99,929 (556,977) (966,463) Other Financing Sources (Uses) Transfers In 1,538,335 150,000 578,106 2,095,000 Transfers Out (3,021,999) (2,116,441) Debt Issuance Proceeds 3,800,000 Total Other Financing Sources (Uses) (1,483,664) 150,000 578,106 3,778,559 Net Change in Fund Balances 1,195,627 98,941 99,929 21,129 2,812,096 Fund Balances, Beginning of Year 4,464,298 933,619 916,230 507,988 3,386,721 Fund Balances, End of year $ 5,659,925 $ 1,032,560 $ 1,016,159 $ 529,117 $ 6,198,817 The accompanying notes are an integral part of the financial statements. 22 Other Governmental Funds Total $ 15,236,848 335,741 989,546 1,682,724 129,356 1,231 53,158 79,983 532,353 81,214 18,959,726 2,916,095 1,348,166 3,007,164 4,080,272 1,147,149 3,284,852 1,264,966 503,269 80,569 41,289 17,673,791 RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED DECEMBER 31, 2015 Net change in fund balances - Total Governmental Funds $ 4,308,936 Amounts reported for governmental activities in the Statement of Activities are different because: Governmental funds report capital outlays as expenditures. However, for governmental activities, those capital outlays other than the noncapitalizable items are shown in the Statement of Activities and the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense: - Capital outlay 2,120,289 - Depreciation (3,753,584) (1,633,295) Expenses reported in the Statement of Activities that do not require the use of current financial resources are not reported as expenditures in governmental funds. - Change in compensated absences payable 25,209 - Change in accrued interest payable on outstanding bonds (6,155) - Amortization of deferred loss on refunding and bond premium (7,985) 11,069 Debt issuance proceeds are reported as Other Financing Sources in the governmental funds, but are reported as noncurrent liabilities in the Statement of Net Position (3,800,000) Payment received on affordable housing notes receivable are reported as revenue in the governmental funds, but the repayment reduces notes receivable in the Statement of Net Position (2,510) 81,214 1,285,935 4,361,441 (5,138,440) 3,800,000 3,023,001 81,214 4,308,936 Repayment of bond and lease principal are reported an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the Statement of Net Position: - Certificates of Participation retirements - Bond principal retirements The internal service fund is used by management to charge the rental cost of certain vehicles and equipment to individual funds. The decrease in net position of the internal service fund is included in governmental activities. 345,000 810,000 1,155,000 (269,317) Change in Net Positon of Governmental Activities $ (230,117) 526,590 10,735,446 $ 607,804 $ 15,044,382 23 TOWN OF AVON, COLO DO STATEMENT OF NET POSITION PROPRIETARY FUNDS DECEMBER 31, 2015 ASSETS Current Assets: Business-Type Activities - Enterprise Funds Governmental Activities - Internal Service Fund Transit Fund Fleet Maintenance Fund Totals Cash and Cash Equivalents $ 359,280 $ $ 359,280 $ 1,699,303 Receivables: - Taxes 40,190 40,190 - Accounts 3,292 9,404 12,696 - Intergovernmental 41,968 113,054 155,022 Due From Other Funds 331,914 331,914 Inventory 585,709 585,709 Total Current Assets 776,644 708,167 1,484,811 1,699,303 Noncurrent Assets: Loans Receivable 646,190 Capital Assets: - Land 281,450 130,384 411,834 - - Buildings 9,674,705 5,628,107 15,302,812 1,714,548 - Machinery and Equipment 3,815,001 333,847 4,148,848 5,556,528 - Accumulated Depreciation (2,455,486) (2,805,512) (5,260,998) (4,546,332) Total Noncurrent Assets 11,315,670 3,286,826 14,602,496 3,370,934 Total Assets 12,092,314 3,994,993 16,087,307 5,070,237 LIABILITIES Current Liabilities: Accounts Payable 12,912 68,347 81,259 Accrued Liabilities 9,641 6,115 15,756 Accrued Interest Payable - 9,830 9,830 Compensated Absenses Payable 24,007 22,487 46,494 Due to Other Funds 431,914 431,914 Certificates of Participation - Current 137,496 137,496 Capital Leases Payable - Current 55,244 4,869 60,113 112,506 Total Current Liabilities 101,804 681,058 782,862 112,506 Noncurrent Liabilities: Certificates of Participation 2,639,631 2,639,631 Capital Leases Payable 115,826 9,998 125,824 325,518 Total Noncurrent Liabilities 115,826 2,649,629 2,765,455 325,518 Total Liabilities 217,630 3,330,687 3,548,317 438,024 DEFERRED INFLOWS OF RESOURCES Property Tax Revenue 40,190 40,190 Gain on Advance Refunding of Debt - 6,150 6,150 Total Deferred Inflows of Resources 40,190 6,150 46,340 NET POSITION Net Investment in Capital Assets 11,144,600 488,682 11,633,282 2,286,720 Unrestricted 689,894 169,474 859,368 2,345,493 Total Net Position $ 11,834,494 $ 658,156 12,492,650 $ 4,632,213 The accompanying notes are an integral part of the financial statements. 24 TOWN OF AVON, COLO DO STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED DECEMBER 31, 2015 Operating Revenues: Business-Type Activities - Enterprise Funds Governmental Activities - Internal Service Fund Transit Fund Fleet Maintenance Fund Totals Charges for Services $ 283,579 $ 1,294,127 $ 1,577,706 $ 597,862 Other Operating Revenues 80,638 9,844 90,482 Total Operating Revenues 364,217 1,303,971 1,668,188 597,862 Operating Expenses: Cost of Operations 1,302,621 1,365,293 2,667,914 10,517 Depreciation and Amortization 551,658 140,845 692,503 486,224 Total Operating Expenses 1,854,279 1,506,138 3,360,417 496,741 Operating Income (Loss) (1,490,062) (202,167) (1,692,229) 101,121 Nonoperating Revenues (Expenses): Taxes 40,280 40,280 Gain (Loss) on Disposal of Capital Assets 2,025 2,025 13,437 Investment Earnings - 3 Interest Expense (6,683) (118,543) (125,226) Total Nonoperating Revenues (Expenses) 35,622 (118,543) (82,921) 13,440 Income (Loss) Before Contributions and Transfers (1,454,440) (320,710) (1,775,150) 114,561 Capital Contributions and Transfers Contributed Capital - 166,122 Transfers In (Out) 1,026,999 300,000 1,326,999 (550,000) Total Capital Contributions and Transfers 1,026,999 300,000 1,326,999 (383,878) Change in Net Position (427,441) (20,710) (448,151) (269,317) Net Position, Beginning of Year 12,261,935 678,866 12,940,801 4,901,530 Net Position, End of Year $ 11,834,494 $ 658,156 $ 12,492,650 $ 4,632,213 The accompanying notes are an integral part of the financial statements. 25 TOWN OF AVON, COLO DO STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED DECEMBER 31, 2015 Cash Flows From Operating Activities Business-Type Activities - Enterprise Funds Governmental Activities - Internal Service Fund Transit Fund Fleet Maintenance Fund Totals Cash Received from Customers and Users $ 207,442 $ 734,666 $ 942,108 $ Cash Received from Interfund Services Provided 79,066 539,258 618,324 597,862 Cash Payments to Suppliers (566,690) (660,323) (1,227,013) (10,517) Cash Payments to Employees (480,492) (676,515) (1,157,007) Cash Payments for Interfund Services Used (264,802) (55,750) (320,552) Other Operating Revenues 80,638 9,844 90,482 Net Cash Provided by (Used in) Operating Activities (944,838) (108,820) (1,053,658) 587,345 Cash Flows From Noncapital Financing Activities Taxes Received 40,280 40,280 Net Borrowings To (From) Other Funds (82,388) 82,388 Borrowings To Other Entities (717,989) Repayments From Other Entities 71,799 Transfers In from Other Funds 1,026,999 300,000 1,326,999 (550,000) Net Cash Provided by Noncapital Financing Activities 984,891 382,388 1,367,279 (1,196,190) Cash Flows From Capital Financing Activities Acquisition and Construction of Capital Assets (20,261) (11,995) (32,256) (590,495) Proceeds from Sales of Capital Assets 2,025 2,025 29,000 Interest Paid on Long-term Debt (6,683) (121,789) (128,472) Principal Paid on Long-term Debt (53,538) (139,784) (193,322) Net Cash Used in Capital Financing Activities (78,457) (273,568) (352,025) (561,495) Cash Flows From Investing Activities Interest Received from Investments Net Cash Provided by Investing Activities Net Increase in Cash and Cash Equivalents (38,404) (38,404) (1,170,337) Cash and Cash Equivalents, Beginning of Year 397,684 397,684 2,869,640 Cash and Cash Equivalents, End of Year 359,280 $ 359,280 1,699,303 The accompanying notes are an integral part of the financial statements. 26 Business-Type Activities - Enterprise Funds Governmental Fleet Activities - Transit Maintenance Internal Fund Fund Totals Service Fund RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Operating Income (Loss) $ (1,490,062) $ (202,167) $ (1,692,229) $ 101,121 Adjustments to Reconcile Operating Loss to Net Cash Provided by (Used in) Operating Activities Depreciation and Amortization 551,658 140,845 692,503 486,224 Change in Assets and Liabilities: Increase in Accounts Receivable (2,578) (9,304) (11,882) (Increase) Decrease in Intergovernmental Rec. 5,507 (10,899) (5,392) Increase in Inventory (28,447) (28,447) Increase (Decrease) in Accounts Payable (1,026) 27,513 26,487 Decrease in Accrued Liabilities (11,672) (12,646) (24,318) Increase (Decrease) in Comp. Absences Payable 3,335 (13,715) (10,380) Total Adjustments 545,224 93,347 638,571 486,224 Net Cash Provided by (Used in) Operating Activities $ (944,838) $ (108,820) $ (1,053,658) $ 587,345 NONCASH INVESTING, CAPITAL AND FINANCING ACTIVITIES Noncash Transactions Affecting Financial Position Contributions of Capital Assets from Governmental Activities $ $ $ $ 109,966 Capital Assets Disposed (27,869) Principal on Capital Leases Paid from Governmental Activities 56,156 $ $ $ 138,253 27 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 The financial statements of the Town of Avon have been prepared in conformity with generally accepted accounting principles ("GAAP") as applied to governmental entities. The Governmental Accounting Standards Board ("GASB") is the accepted standard-setting board for establishing governmental accounting and financial reporting principles. The following notes are an integral part of the Town's Comprehensive Annual Financial Report. Note 1. Summary of Significant Accounting Policies A. Financial Reporting Entity Primary Government. The Town of Avon, Colorado, was incorporated as a Town on April 24, 1978. On June 13, 1978, the citizenry voted to become a Home Rule City, as authorized by Article 20 of the Colorado State Constitution. The Town operates under a Council- Manager form of government and provides the following services as authorized by its charter: public safety, highways and streets, culture-recreation, public improvements, community development, planning and zoning, transportation, and general administrative services. As required by generally accepted accounting principles, these financial statements present the Town of Avon (the primary government) and its component unit for which the Town is considered financially accountable. Financial accountability exists if the Town appoints a voting majority of an organization's governing board and is able to impose its will on the organization, or if the organization provided benefits to, or imposes financial burdens upon the Town. Blended component units, although legally separate entities, are, in substance, part of the Town's operations, so data from these units are combined with data of the Town. The Town's blended component unit are — Avon Urban Renewal Authority (AURA) — The AURA is a body corporate duly organized and existing as an urban renewal authority established by the Town of Avon, Colorado pursuant to the Urban Renewal Law of the State of Colorado for the purpose of undertaking certain urban renewal activities within the Town. The boundaries of the AURA are coterminous with the boundaries of the Town. The bylaws of the AURA provide that the members of the Avon Town Council shall constitute the Commissioners of the AURA. The Mayor of the Town services as Chairman, the Mayor Pro-Tern serves as Vice Chairman, the Town Manager serves as the Executive Director and Secretary, the Finance Director serves as Treasurer, and the Town Clerk serves as the AURA Clerk. For financial reporting purposes, the AURA is blended into the Town's financial statements and is reported in a single special revenue fund as a blended component unit. A separate budget is adopted for the AURA, however separate financial statements of the AURA are not issued. Avon General Improvement District No. 1 — The Town of Avon General Improvement District No. 1 was organized on August 28, 2007, by adoption of Ordinance No. 07-07. The the services to be provided within and for the District include transportation and recreation 28 services and include the property known as Lots 1 and 2 of the final plat of the Chateau St. Claire subdivision, now commonly known as the Ascent. The members of the Avon Town Council constitute the Board of the District. The District levies a property tax to be used for transportation operations. For financial reporting purposes, the District is blended into the Town's financial statements and is reported in the Transit enterprise fund as a blended component unit. Separate budgets and financial statements of the District are not adopted or issued. B. Government-wide and Fund Financial Statements Government-wide Financial Statements. The government-wide financial statements (i.e. the Statement of Net Position and the Statement of Activities) report information on all non- fiduciary activities of the Town (the primary government) and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which primarily rely on fees and charges for support. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. The Statement of Activities demonstrates the degree to which the direct expenses of a given function or business segment are offset by program revenues and helps identify the extent to which each is self-financing or draws from the general revenues of the Town. Direct expenses are those that are clearly identifiable with a specific function or business segment. Program revenues include 1) charges to customers who purchase, use, or directly benefit from goods, services, or privileges provided by a given function and, 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or business segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Fund Financial Statements. Fund financial statements report detailed information about the Town with the focus on major funds rather than on reporting funds by type. Separate financial statements are provided for governmental funds and proprietary funds. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. Nonmajor funds are aggregated and presented in a single column. The internal service fund is presented in a single column on the face of the proprietary fund statements. C. Measurement Focus, Basis of Accounting and Financial Statement Presentation Measurement Focus and Basis of Accounting. The government-wide financial statements have been prepared using the economic resources measurement focus and the accrual basis of accounting. This is the same approach used in the preparation of the proprietary fund financial statements. Revenues are recognized when earned and expenses are recognized when the liability is incurred regardless of the timing of related cash flows. Depreciation is computed and recorded as an operating expense. Expenditures for property, plant and 29 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 equipment are shown as increases in assets and redemption of bonds and notes are recorded as a reduction in liabilities. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenue is recorded when susceptible to accrual, i.e., both measurable and available. Available means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period (60 days). The major sources of revenue which are susceptible to accrual are property taxes, accommodations and sales taxes, and certain intergovernmental revenues. Expenditures generally are recorded when the liability is incurred, as under full accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Financial Statement Presentation — Fund Accounting. A fund is defined as a fiscal and accounting entity with a self-balancing set of accounts which are segregated for the purpose of accounting for specific activities. The Town uses funds to report results of operations and financial position, and demonstrate compliance with legal, contractual and regulatory requirements. The Town's funds are classified into two broad fund categories and six generic fund types for financial reporting purposes: Governmental funds include the general, special revenue, debt service, and capital projects funds. Proprietary funds include enterprise funds and an internal service fund. The Town's major governmental funds are: • General Fund — This is the Town's primary operating fund. It is used to account for all activities of the Town not required to be accounted for in some other fund. ® Avon Urban Renewal Fund — This fund is used to account for the receipt of tax increment revenues and the activities of redevelopment that are undertaken by the Avon Urban Renewal Authority, including issuing debt and constructing public improvements. O Water Fund — This fund is used to account for the cost of maintaining certain water- related assets and for the receipt of water surcharges and tap fees within the Town limits. ® Debt Service Fund — This fund is used to account for the accumulation of resources and payment of principal and interest on the Town's general obligation and sales tax revenue bonds. • Capital Projects Fund — This fund is used to account for the acquisition and construction of major capital facilities other than those financed by proprietary funds. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing 30 and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of all the Town's enterprise and internal service funds are charges to customers for sales and services. Operating expenses for enterprise and internal service funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. The Town's major proprietary funds are: • Transit Fund — This fund is used to account for the activities involved in operating the Town's transportation system. • Fleet Maintenance Fund — This fund is used to account for the accumulation and allocation of costs associated with the maintenance of vehicles and rolling stock for the Town and certain other third-party governmental entities. The Town's only internal service fund is the Equipment Replacement Fund. This fund is used to account for the rental of certain vehicles and equipment to other departments for the accumulation of funds for future replacement. D. Budget Information Budgets are adopted on a basis consistent with generally accepted accounting principles for all funds, with the exception of proprietary funds which are budgeted on the modified accrual basis of accounting. According to the Town's Charter, all appropriations except for capital projects or special revenue funds lapse at fiscal year-end. However, as a matter of practice, the Town adopts annual budgets for all funds. During the year, changes may be made to budgets by adoption of supplemental amendments by resolution of the Town Council. E. Assets, Liabilities, and Deferred Outflows/Inflows of Resources Cash and Investments. The Town concentrates the cash resources of its various funds in order to facilitate the management of cash. The balance in this concentration account is available to meet the Town's current operating requirements. Cash resources in excess of current requirements is invested in various interest-bearing securities and disclosed as part of the Town's investments. Town Charter and Colorado State statutes authorize the Town to invest its excess funds in direct U.S. Government securities, agencies, bonds and other obligations of states and political subdivisions, corporate bonds, money market mutual funds, and local government investment pools. Investments are stated at fair value on the balance sheet except for money-market investments that have a remaining maturity at time of purchase of one year or less. Investment income is recognized when earned. 31 TOWN OF AVON, COLORADO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 Inventories. Inventories are valued at cost using the first-in/first-out (FIFO) method. The costs of any governmental fund inventories are recorded as expenditures when consumed rather than when purchased. Restricted Assets. Restricted assets in the amount of $508,890 are reported in the Debt Service Fund. This amount consists of a $508,700 required debt service reserve account and an additional $190 in a base rental fund for the Series 2010 Certificates of Participation. Both of these accounts are held in the Trust Department of UMB. When both restricted and unrestricted resources are available for use, it is the Town's policy to use unrestricted resources first, then restricted, as they are needed. Capital Assets. Capital assets, which include property, plant, equipment, and infrastructure assets are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. It is the Town's policy to capitalize expenditures with a cost greater than $5,000 and an estimated useful life of more than one year. All purchased capital assets are stated at cost or estimated historical cost if actual historical records are not available. Donated capital assets are recorded at their estimated fair market value at the date of contribution. Major outlays for capital improvement projects are capitalized as projects are completed. The Town's infrastructure consists of streets and roads, bridges, stolin drainage, water rights and storage, heat recovery system, irrigation ditches, bike paths, and public parking. The costs of normal maintenance and repair that do not add to the value of the asset or extend the estimated useful life are not capitalized but charged to operations as incurred. Depreciation of property, plant and equipment is computed using the straight-line method over the following estimated useful lives: Buildings 10-50 years Utilities 10-50 years Machinery and Equipment 3-15 years Infrastructure 10-100 years Deferred Outflows/Inflows of Resources. In addition to assets, the government-wide and proprietary funds statements of net position and governmental funds balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The Town has one item that qualifies for reporting in this category — deferred loss on advance refunding of debt reported in the government-wide statement of net position. A deferred loss on advance refunding of debt results from the difference in the carrying value of refunding debt and its reacquisition price. This amount is 32 deferred and amortized over the remaining life of the old debt or new debt, whichever is shorter. In addition to liabilities, the government-wide and proprietary funds statement of net position and governmental funds balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The Town has two types of items that qualify for reporting in this category: deferred gain on advance refunding of debt and unavailable revenue. In the government-wide and proprietary funds statement of net position deferred gain on advance refunding of debt is the result of the difference between the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the life of the refunding bonds. The other type of item, unavailable revenue, is reported in the government-wide and proprietary fund statement of net position and in the governmental funds balance sheet. The Town reports unavailable revenues from two sources: property tax and notes receivable. Unavailable revenue - notes receivable arises only under a modified accrual basis of accounting and as such is only reported in the governmental funds balance sheet. Unavailable revenue — property taxes is reported in the government-wide and proprietary funds statement of net position and in the governmental funds balance sheet. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. Long-term Obligations. In the government-wide and proprietary fund statement of net position long-teim debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts, are deferred and amortized over the life of the bonds using the straight-line method, which approximates the interest method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds are reported as debt service expenditures. F. Property Taxes Property taxes are levied by the Town Council. The levy is based on the assessed valuation of property located within the Town as determined by the County Assessor generally as of January 1 of each year. The levy is normally set by December 15 by certification to the County Commissioners. The County Treasurer collects the property taxes during the ensuing calendar year and remits the taxes collected to the Town on a monthly basis. 33 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 Property taxes are payable in full by April 30, or if in two equal installments, by February 28 and June 15. Delinquent taxpayers are notified in August and generally sales of the tax liens on delinquent properties are held in November or December. Property taxes, net of estimated uncollectible taxes, are recorded as receivable in the year levied and offset to deferred inflows of resources as unavailable revenue since they typically do not meet the availability criterion. G. Compensated Absences It is the Town's policy to permit employees to accumulate earned but unused personal time off (a combination of vacation and holidays) and sick pay benefits. There is no liability for unpaid accumulated sick leave since the Town's policy is to not pay for accumulated sick leave when employees separate from service. The liability for compensated absences is recorded as a non-current liability in the government-wide financial statements. The current portion of this debt is estimated based on historical trends. In the fund financial statements governmental funds report a compensated liability payable only if they have matured, for example, as a result of employee resignations and retirements, while the proprietary funds report the liability as it is incurred. Within the governmental funds, the General Fund typically is used to liquidate any liabilities for compensated absences. H. Fund Equity The following fund balance classifications describe the relative strength of the spending constraints placed on the purposes for which resources can be used: • Nonspendable fund balance — amounts that are not in a spendable foiiii (such as inventory or prepaid charges) or are required to be maintained intact; o Restricted fund balance — amounts constrained to specific purposes by their providers (such as grantors, bondholders, and higher levels of government), through constitutional provisions, or by enabling legislation; • Committed fund balance — amounts constrained to specific purposes by a government itself, using its highest level of decision-making authority. In Avon's case this is an ordinance adopted by the Town Council. To be reported as committed, amounts cannot be used for any other purpose unless the government takes the same highest level action to remove or change the constraint; • Assigned fund balance — amounts a government intends to use for a specific purpose; intent can be expressed by the governing body or an official or body to which the governing body delegates the authority; • Unassigned fund balance — amounts that are available for any purpose; positive amounts are reported only in the general fund. The Town establishes (and modifies or rescinds) fund balance commitments by passage of an ordinance. A fund balance commitment is further indicated in the budget document as a 34 designation or commitment of the fund. Assigned fund balance is established by the Town Council through adoption or amendment of the budget as intended for a specific purpose (such as the purchase of capital assets, construction, debt service, or other purposes). When fund balance resources are available for a specific purpose in more than one classification, it is the Town's policy to use the most restrictive funds first in the following order: restricted, committed, assigned, and unassigned as they are needed. The Town considers all unassigned fund balances to be "reserves" for future operations or capital replacement as defined within Article X, Section 20 of the Constitution of the State of Colorado (see Note 10). I. Statements of Cash Flows For purposes of the statement of cash flows, the Town considers all highly liquid investments with a maturity when purchased of three months or less and all local government investment pools to be cash equivalents. J. Debt Costs Unamortized premiums of $5,860 (net of accumulated amortization of $70,878) are reflected in noncurrent liabilities. Premiums are amortized over the remaining lives of the related debt issues using the straight-line method, which approximates the effective interest method. Note 2. Legal Compliance — Budgets No later than October 15th, the Town Manager submits to the Mayor and Town Council a proposed budget for the calendar year commencing the following January 1st. The budget is prepared by fund, department, program and project and includes information on the prior year, current estimates and requested appropriations and estimated revenues for the upcoming year. The Town Council holds public hearings and may change appropriations except for expenditures required by law for debt service or for estimated cash deficits. No change to the budget may increase the authorized expenditures to any amount greater than the total amount of funds available. The Town Council must adopt the budget by resolution prior to December 15th. Once adopted, the Town Council may at any time, by resolution, amend the budget. In addition, the Town Manager may transfer part or all of any unencumbered appropriation balance among programs within a department. A department is defined by the Town as a distinct, principal or specialized division (e.g. the Department of Public Works). Expenditures may not legally exceed budgeted appropriations at the fund level. Budgetary comparisons in the accompanying combined financial statements and in the individual fund statements are presented at a lower-than-required level of control to facilitate detailed financial analysis. 35 TOWN OF AVON, COLORADO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 Note 3. Cash and Investments Cash and investments as of December 31, 2015 are classified in the accompanying financial statements as follows: Cash and Cash Equivalents $ 3,376,403 Investments 8,987,330 Restricted Assets - Cash and Cash Equivalents 4.025,445 Total $ 16 389,178 Cash and investments as of December 31, 2015 consist of the following: Cash on Hand $ 4,950 Deposits With Financial Institutions 898,148 Local Government Investment Pools 6,498,750 Investments 8,987,330 Total 16.389,178 Investments Authorized by the Town of Avon Investment Policy The table below identifies the investment types that are authorized for the Town by the Town's investment policy. The table also identifies certain provision of the Town's investment policy that address interest rate risk, credit risk, and concentration of credit risk. Authorized Investment Type Maximum Maturity Maximum Percentage Of Portfolio Maximum Investment In One Issuer U.S. Treasury Obligations 5 years None None Federal Agency Securities 5 years None None Federal Instrumentality Securities 5 years None None Repurchase Agreements 180 days None None Commercial Paper 270 days 20% 5% General Obligation Debt 5 years None None Revenue Obligation Debt 5 years None None Local Government Investment Pools N/A None None Money Market Funds N/A None None Time Certificates of Deposit 1 year None None Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. The investment policy of the Town states that, to the extent possible, investments shall be matched with anticipated cash 36 flow requirements and known future liabilities. Unless matched to a specific cash flow requirement, the Town will not invest in securities maturing more than five years from the date of purchase. In addition, the Town shall maintain at least 15% of its total investment portfolio in investments maturing in 120 days or less. At least 10% of the portfolio shall be invested in overnight investments or securities that can be sold to raise cash on one day's notice. Information about the sensitivity of the fair values of the Town's investments to market interest rate fluctuations is provided by the following table that shows the distribution of the Town's investments by maturity: Weighted Average Maturity (in Years) Treasury Notes $ 4,492,580 1.066 Federal Instrumentality Securities: Federal Home Loan Bank 1,505,650 1.565 Federal National Mortgage Assn. 992,700 2.891 Federal Farm Credit Bank 1,996,400 .612 Local Government Investment Pools 6,498,750 NA Held by Bond Trustee: Local Government Investment Pools 508.890 NA Total $15,994,970 Credit Risk Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. U.S. Government securities or obligations explicitly or implicitly guaranteed by the U.S. Government are not considered to have credit risk exposure, including U.S. Treasury securities, securities of the Government National Mortgage Association, Federal Farm Credit Bank, Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association. Presented below is the minimum rating, as required by the Town's investment policy, for other investments of the Town as of December 31, 2015. Ratings Local Government Money Market Standard & Poor's Investment Pools Funds AAAm $6.498.750 $508,890 Concentration of Credit Risk With the exception of commercial paper investments, the investment policy of the Town contains no limitations on the amount that can be invested in any one issuer. Commercial 37 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 paper issuers are limited to no more than 5% of the Town's portfolio. The Town had no investments in commercial paper at December 31, 2015. Investments in any one issuer (other than U.S. Treasury obligations, mutual funds, and local government investment pools) that represent 5% or more of total Town investments are as follows: Issuer Investment Type Reported Amount % of Total Investments Federal Home Loan Bank Federal Instrumentality Securities $ 1,505,650 13.31% Federal National Mortgage Assn. Federal Instrumentality Securities 992,700 8.78% Federal Farm Credit Bank Federal Instrumentality Securities 1,996,400 17.65% Custodial Credit Risk Deposits. Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, the Town would not be able to recover its deposits or would not be able to recover collateral securities that are in the possession of an outside party. The Colorado Public Deposit Protection Act (PDPA) requires that cash be deposited in eligible public depositories and that deposits in excess of federal insurance levels must be collateralized. The eligible collateral is determined by the PDPA. PDPA allows the institution to create a single collateral pool for all public funds with the Town being a named participant in the single institution collateral pool. The minimum pledging requirement is 102% of the uninsured deposits. The Colorado State Banking Board verifies the market value at least monthly. Bank assets (usually securities) are required by PDPA to be delivered to a third-party institution for safekeeping, and pledged to the Colorado Division of Banking. Based on the above, the Colorado State Auditor has concluded that there is no custodial risk for public deposits collateralized under PDPA. Investments. Custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g. broker-dealer) to a transaction, the Town would not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Town's investment policy provides that all investment securities, except certificates of deposit, local government investment pools, and money market funds purchased by the Town shall be settled on a delivery versus payment basis and will be delivered by either book entry or physical delivery and will be held in third-party safekeeping by the Town's approved custodian bank, its correspondent bank or the Depository Trust Company. An approved Safekeeping Agreement must be executed with each custodian bank prior to utilizing that bank's safekeeping services and to be eligible a financial institution must have an average Highline Banking Data Services Rating of 20 or better. 38 Local Government Investment Pools Local government investment pools are trusts established for local government entities in Colorado to pool surplus funds. The State Securities Commissioner administers and enforces all State statutes governing the trusts. The trusts operate similarly to a money market fund and each share is equal in value to $1.00. A designated custodial bank serves as custodian pursuant to a custodian agreement. The custodian acts as safekeeping agent for the trusts' investment portfolios and provides services as the depository in connection with direct investments and withdrawals. The custodian's internal records segregate investments owned by the trusts. As of December 31, 2015, the Town of Avon held investments in the Colorado Local Government Liquid Asset Trust (Colotrust). Colotrust offers shares in two portfolios, Prime and Plus. Both portfolios may invest in U.S. Treasury securities and repurchase agreements collateralized by U.S. Treasury securities. Colotrust Plus may also invest in certain obligations of U.S. government agencies, highest rated commercial paper and repurchase agreements collateralized by certain obligations of U.S. government agencies. Note 4. Capital Assets Capital asset activity for the year ended December 31, 2015 was as follows: Beginning Ending Governmental Activities: Balance Increases Decreases Balance Capital Assets, Not Being Depreciated: Land and Land Improvements $ 10,497,113 $ 25,520 $ - $ 10,522,633 Public Art 1,361,400 - 1,361,400 Water Rights 1,792,959 - - 1,792,959 Construction in Progress 4.686.060 1.827.946 (6.303.948) 210.058 Total Capital Assets, Not Being Depreciated 18.337.532 1.853.466 (6.303.948) 13.887.050 Capital Assets, Being Depreciated: Buildings 14,511,546 4,017,909 (6,083) 18,523,372 Utilities 4,484,891 4,484,891 Machinery and Equipment 5,410,830 552,319 (406,621) 5,556,528 Infrastructure 80.250.553 2.579.496 82.830.049 Total Capital Assets, Being Depreciated 104.657.820 7.149.724 (412.704) 111.394.840 Less Accumulated Depreciation: Buildings (7,943,060) (622,328) 6,083 (8,559,305) Utilities (821,831) (209,830) (1,031,661) Machinery and Equipment (3,405,762) (400,133) 378,752 (3,427,143) Infrastructure (35.829.611) (3.007.517) (38.837.128) Total Accumulated Depreciation (48.000.264) (4.239.808) 384.835 (51.855.237) Total Capital Assets, Being Depreciated, Net 56.657.556 2.909.916 (27.869) 59.539.603 Governmental Activities Capital Assets, Net LI 995.088 $ 4.763.389 $ (6.331.817) $ 73 426 653 39 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 Beginning Ending Business-type Activities: Balance Increases Decreases Balance Capital Assets, Not Being Depreciated: Land 411,834 411.834 Capital Assets, Being Depreciated: Buildings 15,302,812 15,302,812 Machinery and Equipment 4.118.268 32.256 (1.676) 4.148.848 Total Capital Assets, Being Depreciated 19.421.080 32.256 (1.676) 19.451.660 Less Accumulated Depreciation: Buildings and Facilities (2,770,771) (369,743) (3,140,514) Machinery and Equipment (1.799.400) (322.760) 1,676 (2.120.484) Total Accumulated Depreciation (4.570.171) (692.503) 1.676 (5.260.998) Total Capital Assets, Being Depreciated, Net 14.850.909 (660.247) 14.190.662 Business-type Activities Capital Assets, Net 15 262.743 (660 247) $ - 5 14.602.496 Depreciation expense was charged to functions/programs of the Town as follows: Governmental Activities: General Government $ 100,602 Community Development 2,126 Public Safety 147,439 Public Works and Utilities, including depreciation of general infrastructure assets 3,630,098 Recreation and Culture 359.543 Total Depreciation Expense — Governmental Activities $ 4,239,808 Business-type Activities: Transportation $ 551,658 Fleet Maintenance 140,845 Total Depreciation Expense — Business-type Activities $ 692,503 Note 5. Long-term Debt General Obligation Bonds. The Town has issued general obligation bonds in order to provide funds for the acquisition and construction of major capital facilities and to refund outstanding general obligation bonds. These bonds are direct obligations and pledge the full faith and credit of the Town and are ultimately secured by the Town's general ad valorem tax collections. 40 General obligation bonds currently outstanding at December 31, 2015, are as follows: Purpose Interest Rates Amount General Government - Refunding 4.00% $ 515 000 Annual debt service requirements to maturity for general obligation bonds outstanding at December 31, 2015, are as follows: Year Ending Governmental Activities December 31 Principal Interest 2016 $ 515.000 $ 20.600 Total $ 515 000 ,$ 20,600 Revenue Bonds and Loans — Avon Urban Renewal Authority. Pursuant to the Urban Renewal Plan adopted for the Town Center West Urban Renewal Project Area (Project Area), generally known as Avon Town Center West, the Avon Urban Renewal Authority issued $25 million in Series 2008 Tax Increment Adjustable Rate Revenue Bonds (Series 2008 Bonds) in February, 2008 for the purpose of financing the cost of constructing traffic, street and pedestrian improvements. In 2009, the Avon Urban Renewal Authority entered into a Series 2009 Variable Rate Loan Agreement (Series 2009 Loan) in the amount of $7,200,000 with Vectra Bank for the purpose of refinancing the Authority's Series 2008 Tax Increment Adjustable Rate Revenue Bonds. Net proceeds from the Series 2009 Loan, along with unused proceeds and the reserve account balance from the Series 2008 bonds, were used to redeem the Series 2008 bonds. In 2013, the Avon Urban Renewal Authority issued Series 2013 Tax Increment Revenue Bonds for the purpose of refinancing outstanding obligations of the Authority and to finance certain capital improvements. The Bonds constitute a pledge of, and an irrevocable first lien (but not an exclusive first lien), on all pledged revenues. Pledged revenues include the portion of the ad valorem proprietary taxes produced by the levies at the rates fixed each year by the governing bodies of the various taxing jurisdictions within the Urban Renewal Project Area. The levies are assessed upon that portion of the valuation for assessment of all taxable property in excess of a defined property tax base amount. The pledged revenues are reduced by a) any County collection fee (b) tax increment revenues required to be remitted by the Authority to the Confluence Metropolitan District pursuant to the Avon Station/Confluence IGA; and (c) ad valorem property taxes produced by a mill levy of any special district formed after May 28, 2009. Pledged revenues also include all amounts appropriated to the Authority to replenish reserves along with applicable investment earnings and any other legally available moneys which the Town determines, in its sole discretion, to deposit in the Bond Account. The Bonds have a reserve requirement of $628,240. If, at any time, the balance of the Reserve Account is less than the Reserve Requirement the Town Council has agreed to consider but is not obligated to, replenish the Reserve Account balance to the Reserve 41 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 Requirement. Until the Town credits an amount to the Reserve Account sufficient to replenish the Reserve Account balance to the Reserve Requirement, the Authority shall continue to credit Pledged Revenues to the Reserve Account to the extent available. The Bonds shall be subject to optional redemption on any interest payment date with a redemption price of the Bonds not exceeding 101% of the principal amount so redeemed. Revenue bonds and loans outstanding at December 31, 2015, are as follows: Purpose Interest Rates Amount General Government — Avon Urban Renewal Authority 3.52% $ 6.200,000 Annual debt service requirements to maturity for revenue bonds outstanding at December 31, 2015, are as follows: Year Ending December 31 Avon Urban Renewal Authority Principal Interest 2016 $ 410,000 $ 218,240 2017 395,000 203,808 2018 410,000 189,904 2019 425,000 175,472 2020 440,000 160,512 2021-2025 2,440,000 559,504 2026-2028 1.680 000 119,680 Total 6,200,000 $ 1 627,120 Certificates of Participation. In 1998, the Town of Avon Finance Authority issued Certificates of Participation in order to finance the cost of constructing a fleet maintenance facility. The Certificates evidence assignments of proportionate interest in rights to receive payments pursuant to an annually terminable Lease Purchase and Sublease Agreement, dated as of July 1, 1998, and entered into between the Authority as lessor, and the Town of Avon as lessee. In 1999, the fleet maintenance facility was completed and the proceeds from the Certificates that were used directly in the construction of the fleet maintenance facility in the amount of $5,141,250 (approximately 75%) were capitalized in the Fleet Maintenance Fund. On November 16, 2010, the Town issued $6,680,000 of Series 2010 Certificates of Participation with interest rates of 2% to 3.25%. The Certificates evidence a proportionate interest in the base rentals and other revenues under an annually renewable lease purchase agreement dated as of November 1, 2010, between UMB Bank, n.a., solely in its capacity as trustee under the Indenture, as lessor, and the Town of Avon, as lessee. These Certificates were used to refund the outstanding 1998 Certificates of Participation in the aggregate principal amount of $3,990,000. The refunding resulted in an economic gain of $43,298 with a cash flow savings of $904,642. The remaining funds from the 2010 Certificates were 42 used as matching funds for the construction of the Avon Regional Transit Facility, which was completed and placed into service in October, 2013. On January 14, 2015, the Town issued $3,800,000 of Series 2014B Certificates of Participation with an interest rate of 3.03% to finance the cost of street improvements. The Certificates evidence a proportionate interest in the base rentals and other revenues under an annually renewable lease purchase agreement dated as of January 14, 2015, between UMB Bank, n.a., solely in its capacity as trustee under the Indenture, as lessor, and the Town of Avon. Certificates of Participation outstanding at December 31, 2015, are as follows: Purpose Interest Rates Amount General Government — Refunding and Capital 2.0% - 3.25% $ 9,020.000 Annual debt service requirements to maturity for Certificates of Participation outstanding at December 31, 2015, are as follows: Year Ending December 31 Governmental Activities Business Activities Principal Interest Principal Interest 2016 $ 345,000 $ 224,557 $ 135,000 117,957 2017 355,000 214,143 140,000 113,906 2018 365,000 203,080 145,000 109,357 2019 375,000 191,882 150,000 104,825 2020 390,000 179,839 155,000 99,575 2021-2025 2,170,000 676,758 890,000 386,000 2026-2030 2.280,000 243,900 1,125.000 156.375 Total $ 6 280,000 $ 1.934,159 $ 2,740,000 $ 1,087,995 Capital Lease Obligations. The following leases are renewable on an annual basis, at the option of the Town, for consecutive one-year periods. Upon final payment, title to the leased assets will pass to the Town. a Lease obligation for equipment with a total cost of $563,811 and a book value net of accumulated depreciation at December 31, 2015 of $376,919. Due in six remaining semi-annual installments of $45,210 through August, 2018. Amortization is based on an interest rate of 3.162%. The Town may telininate the lease by paying the applicable purchase option on any scheduled payment. Balance at December 31, 2015, is $256,860. o Lease obligation for equipment with a total cost of $217,004 and a book value net of accumulated depreciation at December 31, 2015 of $150,315. Due in seven remaining semi-annual installments of $16,803.27 through March, 2019. Amortization is based on an interest rate of 2.19%. The Town may terminate the lease by paying the applicable purchase option price on any scheduled payment. Balance at December 31, 2015, is $112,636. 43 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 o Lease obligation for equipment with a total cost of $208,418 and a book value net of accumulated depreciation at December 31, 2015 of $171,820. Due in six semi- annual installments of $18,397 through August, 2018. Amortization is based on an interest rate of 1.77%. The Town may terminate the lease by paying the applicable purchase option on any scheduled payment. Balance at December 31, 2015 is $107,044. • Lease obligation for equipment with a total cost of $168,986 and a book value net of accumulated depreciation at December 31, 2015 of $152,510. Due in twelve semi- annual installments of $13,139 through July, 2021. Amortization is based on an interest rate of 2.10%. The Town may terminate the lease by paying the applicable purchase option on any scheduled payment. Balance at December 31, 2015 is $147,422. Annual debt service requirements to maturity for Capital Lease Obligations outstanding at December 31, 2015, are as follows: Year Ending December 31 Governmental Activities Business-type Activities Principal Interest Principal Interest 2016 $ 112,506 $ 9,264 $ 60,113 $ 5,217 2017 115,107 6,663 61,960 3,371 2018 117,771 3,999 63,865 1,466 2019 41,433 1,648 2020 25,336 943 2021 25,871 408 Total 438,024 $ 22.925 185.938 $ 10,054 Changes in Long-term Liabilities. 31, 2015, was as follows: Governmental Activities: Bonds Payable: Long-teim liability activity for the year ended December Beginning Ending Due Within Balance Additions Deletions Balance One Year - General Obligation Bonds $ 1,005,000 $ - $ 490,000 $ 515,000 $ 515,000 - Revenue Bonds 6,520,000 320,000 6,200,000 410,000 - Certificates of Participation 2,825,000 3,800,000 345,000 6,280.000 345,000 10,350,000 3,800,000 1,155,000 12,995,000 1,270,000 - Bond Premium 12.255 6,395 5,860 5,860 Total Bonds Payable 10,362,255 3,800,000 1,161,395 13,000,860 1,275,860 Capitalized Leases Payable 547,990 109,966 438,024 112,506 Compensated Absences 303,214 515.584 540.793 278.005 278,005 Governmental Activity Long- term Liabilities 511,213.459 $ 4 315,584 $ 1,812,154 $13.716,889 $ 1,666 371 44 Business-type Activities: Certificates of Participation $ 2,875,000 $ 135,000 $ 2,740,000 $ 135,000 Bond Premium 39.623 2.496 37,127 2.496 Total Bonds Payable 2,914,623 137,496 2,777,127 137,496 Capitalized Leases Payable 244,259 58,322 185,937 60,113 Compensated Absences 56,874 92.120 102.500 46.494 46,494 Business-type Activity Long- teun Liabilities $ 3.215,756 92.120 $ 298,318 $ 3 009,558 $ 244.103 Conduit Debt Obligations. The Town has sponsored the issuance of revenue bonds in prior years to provide financial assistance to private-sector entities for the acquisition and construction of facilities deemed to be in the public interest. Neither the Town, the State of Colorado, nor any political subdivision thereof is obligated in any manner for repayment of the bonds. Accordingly, the bonds are not reported as liabilities in the accompanying general purpose financial statements. Conduit debt obligations at December 31, 2015, are described as follows: Eaglebend Affordable Housing Corporation. The Eaglebend Affordable Housing Corporation (Eaglebend) was formed on October 23, 1990, to help provide for affordable housing within the Town of Avon. Eaglebend operates exclusively on behalf and for the benefit of the Town to operate a 294-unit apartment project within the Town. The Town approved the formation and the issuance of the revenue bonds to finance the project and will obtain full legal title to the land, buildings and equipment upon payment in full of the bonds issued by Eaglebend. On August 30, 2006, Eaglebend issued $18,495,000 of Multifamily Housing Project Revenue Refunding Bonds Series 2006A, Series 2006B, and Series C Subordinate Multifamily Housing Project Bonds in order to defease $17,455,000 of outstanding Series 1997A Eaglebend Affordable Housing Corporation Revenue Refunding Bonds, and $1,355,000 of outstanding Series 1997B&C Subordinate Eaglebend Affordable Housing Corporation Revenue Refunding Bonds. At December 31, 2015, there was $12,815,000 outstanding in Multifamily Housing Project Revenue Refunding Bonds, Series 2006A and Series 2006C. Eaglebend Dowd Affordable Housing Corporation. The Eaglebend Dowd Affordable Housing Corporation (Dowd) was formed on March 24, 1998, to help provide for affordable housing within Eagle County. Dowd operates a 50-unit apartment project within Eagle County. The Town approved the formation and the issuance of the revenue bonds to finance the project and will obtain full legal title to the land, buildings and equipment upon payment in full of the bonds. The Town, however, is in no way obligated to pay the debt service on the bonds. 45 TOWN OF AVON, COLORADO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 In 2003, the Town approved the issuance by Dowd of $9,520,000 in Series 2003 Refunding Revenue Bonds in order to defease the outstanding Series 1998A Revenue Bonds by placing the proceeds of the Series 2003 bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. In August, 2013, Dowd issued $8,450,000 in Series 2013 Multifamily Housing Project Refunding Revenue Bonds in order to refund the Series 2003 Bonds. In November, 2014, Dowd issued $8,850,000 of Multifamily Housing Project Refunding Revenue Bonds, Series 2014A to refund and defease the Series 2013 bonds. As of December 31, 2015, there was $8,684,482 outstanding in Series 2014A Multifamily Housing Project Refunding Revenue Bonds, and $1,600,000 outstanding in Series 1998 B&C Subordinate Revenue Bonds. Buffalo Ridge I and II Apartment Project. The Buffalo Ridge I Apartment Project consists of 68 units composed of 2 and 3-bedroom units in four buildings located on the north side of Interstate 70 east of the Town of Avon municipal fleet maintenance facility. The owner of the Buffalo Ridge I Apartments is the Buffalo Ridge Affordable Housing Corporation. In 2002 the Project issued Multifamily Housing Project Revenue Bonds, Series 2002 in order to finance construction costs relating to the Project. As part of the transaction, the lender originated a mortgage loan to the Project insured by the FHA, which was secured by a promissory note and a deed of trust. In addition, in order to provide security for the Bonds, the Project entered into a Financing Agreement among the Project, the lender and Wells Fargo Bank, NA, as trustee for the Bonds, pursuant to which the Project directed the Trustee to use proceeds of the Bonds to purchase from the lender fully modified mortgage-backed securities secured by the Government National Mortgage Association (the "GNMA Securities"). The bonds were redeemed in 2011 upon the sale of the GNMA Securities. Pursuant to the plan of financing, this project will be transferred to the Town of Avon upon the repayment in full of the outstanding bonds. The project above is part of a total development comprised of 244 units. The Buffalo Ridge II Apartment Project consists of approximately 176 units in eleven (11) three-story buildings. The Town of Avon issued multifamily housing revenue bonds dated May 1, 2002, in order to provide financing to Buffalo Ridge II, LLLP, a Colorado limited liability partnership formed for the principal purpose of owning the project. On January 11, 2012, the $14,940,000 outstanding in the Series 2002A Multifamily Housing Project Revenue Bonds and outstanding Series 2002B Taxable Multifamily Housing Project Revenue Bonds were defeased in full. Defeased Debt. In addition to the outstanding debt discussed above, other bonds previously issued by the Town have been defeased (debt legally satisfied) by the issuance of refunding bonds. The detail of defeased bonds outstanding at December 31, 2015, is as follows: Series 1996B, Town of Avon General Obligation Bonds $530,000 46 Note 6. Employee Retirement Plans Full-time Employees. The Town maintains two single-employer, defined contribution pension plans for full-time employees: (1) the Town of Avon Police Officers Money Purchase Pension Plan of which there are 25 participants, and (2) the Town of Avon General Employee Money Purchase Pension Plan of which there are 102 participants as of December 31, 2015. Plan administration and recordkeeping of these plans is provided by The Principal Financial Group. A defined contribution pension plan has terms that specify how contributions to an individual's account are to be deteiiiiined rather than the amount of pension benefits the individual is to receive. In a defined contribution plan, the pension benefits a participant will receive depend only on the amount contributed to the participant's account, earnings on investments of those contributions, and forfeitures of other participant's benefits that may be allocated to the participant's account. All full-time employees are required to participate in one of the above retirement plans upon employment with the Town. The type of plan that an employee participates in is dependent on the type of employee (police officer or general government employee). Town ordinance provides that both the employee and the Town will contribute an amount equal to 11% of the employee's base salary each month. Employees hired prior to September 30, 1990, become vested in accordance with a vesting schedule which is dependent on the type of employee and hire date. All employees hired after September 30, 1990, start partial vesting after two years of service and are fully vested after five years of service. In addition, if an employee reaches normal retirement age, dies, or becomes totally and permanently disabled his account becomes fully vested regardless of length of service. Forfeitures by employees who leave employment before being fully vested are applied, first, to offset administrative expenses of the plans, and second, to reduce matching employer contributions. Forfeitures totaling $27,872 were used in 2015 for administrative expenses. No forfeitures were used to reduce matching employer contributions. Contributions made by employees and the Town for the three years ended December 31, 2015, are as follows: 2015 2014 2013 Employee Contributions $ 577.084 $ 522,844 $ 523,292 Town Contributions $ 577.084 $ 522,844 $ 523,292 Both the Town and the covered employees each made the required 11% contributions to the plans. There are no liabilities for benefits beyond the Town's matching payments. No changes in the various plan's provisions occurred in 2015. 47 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 Part-time, Temporary and Seasonal Employees. On October 14, 1997, the Town adopted a PTS Retirement Plan administered by the ICMA Retirement Corporation, and established under Section 457 of the Internal Revenue Code that pertains to deferred compensation plans. The PTS plan is designed specifically for employees who are part-time, temporary, or seasonal, and is defined as a Social Security replacement retirement plan. The PTS plan allows participants to defer federal and state income taxes on savings until retirement. The PTS plan requires a minimum contribution of 7.5% of an employee's salary per plan year. This 7.5% may be the employee's contribution, the employer's contribution or a combination of both. The Town elected to have 3.75% contributed by the employee and 3.75% matched by the Town. Employees also have the option to contribute additional amounts. Upon separation of service, participants may withdraw the account balance in a lump-sum payment, roll the account balance over into another 457 plan, or continue to allow the account balance earn interest tax free. Taxes are paid when funds are withdrawn from the plan. Contributions actually made by plan members and the Town for the three years ended December 31, 2015, are as follows: 2015 2014 2013 Employees $36 655 $29.540 $29,624 Town $25,490 $25,183 $25,879 Both the Town and the covered employees each made the required 3.75% contributions to the plan. There are no liabilities for benefits beyond the Town's matching payments. As of December 31, 2015 there were 292 participants in this plan. Note 7. 457 Deferred Compensation Plan The Town offers its full-time employees an optional supplemental deferred compensation plan created in accordance with Internal Revenue Code Section 457. The plan is administered by ICMA Retirement Trust and allows eligible participants the opportunity to accumulate additional retirement savings with certain tax advantages. Deposits into the 457 plan are not subject to state or federal income taxes at the time of deposit, and earnings on these deposits are deferred until withdrawn. As of December 31, 2015 there were 50 participants in the 457 plan. Note 8. Employee Health Care The Town has a self-insurance plan for employee health and dental care. A third-party administrator processes individual employee claims and negotiates excess stop-loss insurance policies. Excess stop-loss insurance policies are purchased to cover individual claims in excess of $35,000 and aggregate total yearly claims in excess of $1,343,954. 48 Settled benefit claims did not exceed the aggregate total yearly claims for 2015. As of December 31, 2015, the Town held reserves for future claims in the amount of $472,594. The following represents the changes in the claims reserve for the Town for 2015 and 2014: 2015 2014 Claims Reserve for Future Claims, Beginning of Year $ 250,217 $ 323,046 Current Year Deposits for Estimated Claims 1,385,702 1,099,656 Excess Stop Loss Refunds for Specific (Individual) Claims 109,772 220,385 Claim Payments (1.273,097) (1,392.870) Claims Reserve for Future Claims, End of Year $ 472,594 $ 250.217 Note 9. Interfund Receivables, Payables and Transfers Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are reported in the fund financial statements as "due to/from other funds". These interfund receivables and payables are expected to be repaid within the next year. The composition of these interfund balances as of December 31, 2015, is as follows: Receivable Fund Payable Fund Amount General Fund Fleet Maintenance Fund $ 100,000 General Fund Avon Urban Renewal Fund 3,000 Transit Fund Fleet Maintenance Fund 331,914 Total $ 434 914 Interfund Transfers: Fund Transfers In Transfers Out Major Funds: General Fund $ 1,538,335 $ 3,021,999 Urban Renewal Authority Fund 150,000 Debt Service Fund 578,106 Capital Projects Fund 2,095,000 2,116,441 Transit Enterprise Fund 1,026,999 Fleet Maintenance Enterprise Fund 300,000 Governmental Activities - Internal Service Fund 550,000 5,688,440 5,688,440 Transfer In of Non-financial Resources To Internal Service Fund 166.122 Total $ 5 854,562 $ 5.688,440 In the fund financial statements, total transfers in of $5,854,562 are greater than total transfers out of $5,688,440 because of the treatment of transfers of non-financial resources to the internal service fund. During the year, capital assets purchased in 2015 related to 49 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 governmental funds, with a book value of $56,156 were transferred to the internal service fund. In addition, capital lease principal payments of $109,966 were made on behalf of the internal service fund. No amounts were reported in the governmental funds as the amounts did not involve the transfer of financial resources. However, the internal service fund reported a transfer in for the capital resources received. Note 10. Commitments and Contingencies Litigation. The Town is a party to various legal proceedings. Town management is of the opinion that ultimate disposition of those subsequent pending claims and legal proceedings will not likely have a material adverse effect, if any, on the financial condition of the Town. Construction Contract Commitments. As of December 31, 2015 there was one major construction contract commitments outstanding for the Avon Road Landscaping project in the amount of $39,956. Tax, Spending and Debt Limitations. Article X, Section 20 of the Colorado Constitution, commonly known as the Taxpayer's Bill of Rights (TABOR) contains tax, spending, revenue and debt limitations which apply to the State of Colorado and all local governments. Spending and revenue limits are deteimined based on the prior year's Fiscal Year Spending adjusted for allowable increases based upon inflation and local growth. Fiscal Year Spending is generally defined as expenditures plus reserve increases with certain exceptions. Revenue in excess of the Fiscal Year Spending limit must be refunded unless the voters approve retention of such revenue. Enterprises, defined as government-owned business authorized to issue revenue bonds and receiving less than 10 percent of annual revenue in grants from all state and local governments combined, are excluded from the provisions of TABOR. TABOR also requires local governments to establish Emergency Reserves. These reserves must be at least 3% of Fiscal Year Spending (excluding bonded debt service). Local governments are not allowed to use the emergency reserves to compensate for economic conditions, revenue shortfalls, or salary or benefit increases. The Town has established an emergency reserve in the General Fund for the year ended December 31, 2015 in the amount of $552,335. In November 1997, voters within the Town passed a ballot issue which permanently authorizes the Town, without an election, to take action on all spending and revenue raising measures which are limited by TABOR. In addition, voters authorized the Town to keep and spend all revenue collected by the Town regardless of any limitation contained in TABOR. The only exceptions are proposed sales or use tax rate increases and property tax rate increases which must be submitted to the voters, unless otherwise allowed by law. The Town's management believes it is in compliance with the provisions of TABOR. However, TABOR is complex and subject to interpretation. Many of the provisions, 50 including the interpretation of how to calculate Fiscal Year Spending limits will require judicial interpretation. Note 11. Risk Management The Town is exposed to various risks of loss related to torts; thefts of, damage to, and destruction of assets; errors or omissions; injuries to employees; and natural disasters. The Town is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA). CIRSA is a joint self-insurance pool created by intergovernmental agreement of 225 municipalities and 42 special districts to provide property, general and automobile liability and public officials coverage to its members. CIRSA is governed by a seven-member Board elected by and from its members. Coverage is provided through pooling of self-insured losses and the purchase of excess insurance coverage. CIRSA has a legal obligation for claims against its members to the extent that funds are available in its annually established loss fund and that amounts are available from insurance providers under excess specific and aggregate insurance contracts. Losses incurred in excess of loss funds and amounts recoverable from excess insurance are direct liabilities of the participating members. CIRSA has indicated that the amount of any excess losses would be billed to members in proportion to their contributions in the year such excess occurs, although it is not legally required to do so. The Town's annual contribution to CIRSA amounted to $181,890 for 2015. The Town has not been informed of any excess losses that may have been incurred by the pool. The Town continues to carry commercial insurance coverage for other risks of loss including workers compensation. Settled claims have not exceeded this commercial coverage in any of the past three fiscal years. Note 12. Upper Eagle Regional Water Authority The Town is a participant in the Upper Eagle Regional Water Authority. The Authority was formed pursuant to an establishing contract on September 18, 1984, by the following municipal and quasi-municipal corporations (Members) located in Eagle County, Colorado. Arrowhead Metropolitan District Beaver Creek Metropolitan District Berry Creek Metropolitan District Eagle-Vail Metropolitan District Edwards Metropolitan District Town of Avon 51 TOWN OF AVON, COLO DO NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 The Authority also provides water services to the Cordillera and Bachelor Gulch developments through contracts with Members. The Authority was formed to make the best practicable use of the Members' joint resources in supplying water to the members and to further develop water resources and facilities in Eagle County. The Authority may not be teiiiiinated so long as bonds, notes or other obligations are outstanding, unless provision for full payment of such obligations has been made. At December 31, 2015, the Authority had debt with maturities through the year 2039. The Town has a service contract with the Authority whereby the Authority provides and bills residents of the Town with water at a rate which is expected to cover its costs in providing water services and other functions. Such costs specifically include debt service requirements, depreciation, and operations and maintenance, including maintenance of the Town's water distribution system. As part of the agreement, the Town conveyed its water distributions facilities and leased its water rights, associated easements and improvements to the Authority at no cost. In consideration, the Authority has agreed to maintain the associated improvements and to administer and protect the Town's plan for augmentation and water decrees at no cost. During 2015, the Authority collected $152,707 in water surcharges for the Town. Note 13. Major Taxpayers For the year ended December 31, 2015 fifty-eight percent (58%) of the Town's sales tax revenues were received from the ten highest-paying companies. Note 14. Related Parties During the year ended December 31, 2015, the Town was engaged in one construction contract with Evans Chaffee Construction Group, Inc. with payments totaling $1,229,420 for construction of the Nottingham Park Pavilion. One of the owners of the company, Chris Evans, was an Avon Town Council member at the time of the awarding of the contracts in 2014. 52 COLORADO RE-QuERED suppLEYLENT-AL rj. 0 m. mar 0 (THIS PAGE INTENTIONALLY LEFT BLANK) TOWN OF AVON, COLO' DO REQUIRED SUPPLEMENTAL INFORMATION GENERAL FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (BUDGETARY BASIS) - BUDGET AND ACTUAL FOR THE YEAR ENDED DECEMBER 31, 2015 Revenues Budgeted Amounts Actual Amounts Variance with Final Budget - Positive (Negative) Original Final Taxes $ 10,820,041 11,368,804 $ 11,569,168 $ 200,364 Licenses and Permits 153,500 273,500 335,741 62,241 Intergovernmental 948,956 970,968 949,546 (21,422) Charges for Services 1,276,195 1,362,547 1,390,587 28,040 Fines and Forfeitures 101,900 131,612 129,356 (2,256) Investment Earnings 15,000 15,000 19,563 4,563 Other Revenues 309,119 309,119 359,124 50,005 Total Revenues 13,624,711 14,431,550 14,753,085 321,535 Expenditures Current: General Govt., Finance & Administration 2,848,748 3,060,567 2,916,095 144,472 Community Development 1,060,377 1,471,513 1,348,166 123,347 Public Safety 2,992,877 3,008,713 3,007,164 1,549 Public Works 2,983,725 4,052,286 3,655,220 397,066 Recreation 2,191,678 1,215,373 1,147,149 68,224 Contingency 100,000 25,000 25,000 Total Expenditures 12,177,405 12,833,452 12,073,794 759,658 Excess (Deficiency) of Revenues Over (Under) Expenditures 1,447,306 1,598,098 2,679,291 1,081,193 Other Financing Sources (Uses) Transfers In 1,538,335 1,538,335 1,538,335 Transfers Out (1,672,000) (3,021,999) (3,021,999) Total Other Financing Sources (Uses) (133,665) (1,483,664) (1,483,664) Net Change in Fund Balances 1,313,641 114,434 1,195,627 1,081,193 Fund Balances, Beginning of Year 3,315,036 4,464,298 4,464,298 Fund Balances, End of year $ 4,628,677 $ 4,578,732 $ 5,659,925 $ 1,081,193 53 TOWN OF AVON, COLO DO REQUIRED SUPPLEMENTAL INFORMATION AVON URBAN RENEWAL AUTHORITY FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (BUDGETARY BASIS) - BUDGET AND ACTUAL FOR THE YEAR ENDED DECEMBER 31, 2015 Revenues Budgeted Amounts Actual Amounts Variance with Final Budget - Positive (Negative) Original Final Taxes $ 698,162 $ 748,826 $ 756,471 $ 7,645 Investment Earnings 3,141 3,391 3,617 226 Total Revenues 701,303 752,217 760,088 7,871 Expenditures Current: General Government 950 950 950 Public Works and Utilities 256,625 268,857 232,844 36,013 Capital Improvements 40,000 40,000 Debt Service: Principal 320,000 320,000 320,000 Interest 229,504 229,504 229,504 Fiscal Charges 30,000 30,000 28,799 1,201 Total Expenditures 837,079 889,311 811,147 78,164 Excess (Deficiency) of Revenues Over (Under) Expenditures (135,776) (137,094) (51,059) 86,035 Other Financing Sources (Uses) Transfers In: General Fund 150,000 150,000 150,000 Net Change in Fund Balances 14,224 12,906 98,941 86,035 Fund Balances, Beginning of Year 879,225 933,619 933,619 Fund Balances, End of year 893,449 946,525 $ 1,032,560 $ 86,035 54 TOWN OF AVON, COLO DO REQUIRED SUPPLEMENTAL INFORMATION WATER FUND SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES (BUDGETARY BASIS) - BUDGET AND ACTUAL FOR THE YEAR ENDED DECEMBER 31, 2015 Revenues Budgeted Amounts Actual Amounts Variance with Final Budget - Positive (Negative) Original Final Charges for Services $ 170,000 170,000 $ 292,137 $ 122,137 Total Revenues 170,000 170,000 292,137 122,137 Expenditures Current: Public Works and Utilities 165,238 206,031 192,208 13,823 Total Expenditures 165,238 206,031 192,208 13,823 Net Change in Fund Balances 4,762 (36,031) 99,929 135,960 Fund Balances, Beginning of Year 844,469 916,230 916,230 Fund Balances, End of year $ 849,231 $ 880,199 $ 1,016,159 $ 135,960 55 TOWN OF AVON, COLO DO NOTES TO REQUIRED SUPPLEMENTAL INFORMATION DECEMBER 31, 2015 Note 1. Budgetary Information An annual budget is legally adopted on a basis consistent with generally accepted accounting principles for all funds, with the exception of proprietary funds which are budgeted on the modified accrual basis of accounting. Appropriations lapse at fiscal year-end except for capital projects and special revenue funds which may have project-length budgets that carryover from year-to-year. However, as a matter of practice, the Town adopts annual budgets for all funds. The budget is prepared by fund, department, program, object and project. Expenditures may not legally exceed budgeted appropriations at the fund level. The Town Council holds public hearings and may change appropriations except for expenditures required by law for debt service or for estimated cash deficits. No change to the budget may increase the authorized expenditures to any amount greater than the total amount of funds available. The Town Council must adopt the budget by resolution prior to December 15th. Once adopted, the Town Council may at any time, by resolution, amend the budget. In addition, the Town Manager may transfer part or all of any unencumbered appropriation balance among programs within a department. A department is defined by the Town as a distinct, principal or specialized division (e.g. the Department of Public Works). 56 B-1 APPENDIX B CERTAIN DEFINITIONS AND DOCUMENT SUMMARIES Set forth below are the definitions of some of the terms used in this Official Statement, the Site Lease, the Lease and the Indenture and summaries of certain provisions of the Site Lease, the Lease and the Indenture. These summaries do not purport to be definitive summaries of all provisions of the Site Lease, the Lease or the Indenture; investors must obtain and review each of those documents in order to obtain descriptions of all provisions. Copies of the Site Lease, the Lease and the Indenture may be obtained from the sources listed in “INTRODUCTION--Additional Information.” DEFINITIONS “Additional Certificates” means Additional Certificates which may be executed and delivered pursuant to the Indenture. “Additional Rentals” means the payment or cost of all: (a) (i) reasonable expenses and fees of the Trustee related to the performance or discharge of its responsibilities under the provisions of the Lease, the Site Lease or the Indenture, including the reasonable fees and expenses of any person or firm employed by the Town to make rebate calculations under the provisions of the Indenture and the expenses of the Trustee in respect of any policy of insurance obtained in respect of the Certificates executed and delivered with respect to the Lease, (ii) the cost of insurance premiums and insurance deductible amounts under any insurance policy reasonably deemed necessary by the Trustee to protect the Trustee from any liability under the Lease, approved by the Town Representative, which approval shall not be unreasonably withheld, (iii) reasonable legal fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from and against any legal claims, and (iv) reasonable expenses and fees of the Trustee incurred at the request of the Town Representative; (b) taxes, assessments, insurance premiums, utility charges, maintenance, upkeep, repair and replacement with respect to the Leased Property and as otherwise required under the Lease; (c) payments into the Rebate Fund for rebate payments as provided in the Lease; and (d) all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the Town shall fail to pay the same, as specifically set forth in the Lease) which the Town agrees to assume or pay as Additional Rentals under the Lease. Additional Rentals shall not include Base Rentals. “Appropriation” means the action of the Council in annually making moneys available for all payments due under the Lease, including the payment of Base Rentals and Additional Rentals. “Approval of Special Counsel” means an opinion of Special Counsel to the effect that the matter proposed will not adversely affect the excludability from gross income for federal income tax purposes of the Interest Portion of the Base Rentals paid by the Town under the Lease. “Base Rentals” means the rental payments payable by the Town during the Lease Term, which constitute payments payable by the Town for and in consideration of the right to possess and use the Leased Property as set forth in Exhibit C (Base Rentals Schedule) to the Lease. Base Rentals does not include Additional Rentals. B-2 “Base Rentals Fund” means the fund created under the Indenture. See “THE INDENTURE-- Funds and Accounts” below. “Base Rentals Payment Dates” means the Base Rentals Payment Dates set forth in Exhibit C (Base Rentals Schedule) to the Lease. “Beneficial Owners” means any person for which a DTC Participant acquires an interest in Certificates. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Certificate of Completion” means the Certificate of Completion in substantially the form attached as Exhibit F to the Lease to be delivered by the Town Representative to the Trustee pursuant to the Lease. “Certificates” means the “Certificates of Participation, Series 2016, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of August 2, 2016, between UMB Bank, n.a., solely in its capacity as trustee under the Indenture, as lessor, and the Town of Avon, Colorado, as lessee” dated as of their date of delivery, executed and delivered pursuant to the Indenture. “Charter” means the home rule charter of the Town, and any amendments or supplements thereto. “Completion Date” means the earlier of (a) December 31, 2019, or such later date established by the Town with the Approval of Special Counsel, or (b) any date on which the Certificate of Completion is delivered by the Town Representative to the Trustee pursuant to the Lease. “Construction Fund” means the Construction Fund created under the Indenture. See “THE INDENTURE--Funds and Accounts” below. “Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the Site Lease and the Lease and related to the authorization, sale, execution and delivery of the Certificates and to be paid from the Costs of Execution and Delivery Fund, including but not limited to, survey costs, title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Site Lease and the Lease, costs of preparation and reproduction of documents, costs of printing the Certificates and the Preliminary and final Official Statements prepared in connection with the offering of the Certificates, costs of Rating Agencies and costs to provide information required by Rating Agencies for the rating or proposed rating of Certificates, initial fees and charges of the Trustee and Paying Agent, legal fees and charges, including fees and expenses of Bond Counsel, Special (Disclosure) Counsel, and Counsel to the Trustee, fees and disbursements of professionals and the Underwriter, fees and charges for preparation, execution and safekeeping of the Certificates, premiums for insurance on the Certificates, and any other cost, charge or fee in connection with the original sale and the execution and delivery of the Certificates; provided, however, that Additional Rentals shall not be Costs of Execution and Delivery of the Certificates and are to be paid by the Town as provided in the Lease. “Costs of Execution and Delivery Fund” means the fund created under the Indenture. See “THE INDENTURE--Funds and Accounts” below. “Costs of the Leased Property Project” means all costs and expenses incurred in connection with the Leased Property Project, including without limitation: B-3 (a) any costs paid or incurred for the acquisition of any real estate acquired as part of the Leased Property; (b) obligations paid, incurred or assumed for labor, materials, and equipment in connection with the construction, acquisition, installation, equipping and improvement of the Leased Property Project; (c) the cost of performance and payment bonds and of insurance of all kinds (including, without limitation, title insurance) that may be necessary or appropriate in connection with the Leased Property Project; (d) the costs of engineering, architectural and other professional and technical services including obligations incurred or assumed for preliminary design and development work, test borings, soils tests, surveys, environmental review, estimates and plans and specifications; (e) administrative costs incurred in connection with the leasing of the Leased Property and the construction of the Leased Property Project incurred prior to the Completion Date, including supervision of the construction, acquisition, installation and equipping as well as the performance of all of the other duties required by or consequent upon the construction, acquisition, installation and equipping of the Leased Property Project, including, without limitation, costs of preparing and securing all Project Documents, architectural, engineering and other professional and technical fees, building permit fees, water tap fees, sanitary sewer and wastewater fees, legal fees and expenses, appraisal fees, independent inspection fees, auditing fees and advertising expenses in connection with the Leased Property Project; (f) costs incurred in connection with the Certificates, including the initial compensation and expenses of the Trustee, legal fees and expenses, costs incurred in obtaining ratings from rating agencies, the premium for a qualified surety bond, if any, and accounting fees; (g) all costs which are required to be paid under the terms of any Project Contract; (h) any costs associated with the leasing of the Site pursuant to the Site Lease; (i) costs related to the preparation of the Site for construction of the Leased Property Project, including, but not limited to, the costs of demolition and cleanup of any existing improvements on the Site and costs associated with the provision of sewer, water, gas, electricity and other infrastructure improvements and services to the Site; (j) payments to a reserve fund to the extent necessary to establish or maintain a reserve requirement, if any; and (k) all other costs which are considered to be a part of the costs of the Leased Property Project in accordance with generally accepted accounting principles and which will not adversely affect the exclusion from gross income for federal income tax purposes of the Interest Portion of Base Rentals due under the Lease and attributable to the Certificates, as evidenced by delivery of an Approval of Special Counsel; and (l) any and all other costs necessary to effect the Trustee’s leasing of the Site and the implementation and completion of the Project to the extent the same are permitted by the laws of the State of Colorado and will not adversely affect the excludability from gross income for federal income tax purposes of the Interest Portion of Base Rentals due under the Lease and attributable to the Certificates, as evidenced by delivery of an Approval of Special Counsel. “Council” means the Town Council of the Town or any successor to its functions. B-4 “Counsel” means an attorney at law or law firm (who may be counsel for the Trustee) who is satisfactory to the Town. “Event(s) of Lease Default” means any event as defined in Section 14.1 of the Lease. See “THE LEASE--Events of Lease Default” below. “Event of Nonappropriation” means the termination and non-renewal of the Lease by the Town, determined by the Council’s failure, for any reason, to appropriate by the last day of each Fiscal Year, (a) sufficient amounts to be used to pay Base Rentals due in the next Fiscal Year and (b) sufficient amounts to pay such Additional Rentals as are estimated to become due in the next Fiscal Year, as provided in Section 6.4 of the Lease. An Event of Nonappropriation may also occur under certain circumstances described in Section 9.3(c) of the Lease (described in “THE LEASE--Damage, Destruction and Condemnation - Insufficiency of Net Proceeds” below). The term also means a notice under the Lease of the Town’s intention to not renew and therefore terminate the Lease or an event described in the Lease relating to the exercise by the Town of its right to not appropriate amounts due as Additional Rentals in excess of the amounts for which an Appropriation has been previously effected. “Federal Securities” means non-callable bills, certificates of indebtedness, notes or bonds which are direct obligations of, or the principal of and interest on which are unconditionally guaranteed by, the United States of America. “Finance Director” means the Finance Director of the Town or his or her successor in functions, if any. “Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar year and ends on December 31 of the same calendar year, or any other twelve month period which the Town or other appropriate authority hereafter may establish as the Town’s fiscal year. “Force Majeure” means, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America, the State of Colorado or any of their departments, agencies or officials or any civil or military authority; insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accidents to machinery, transmission pipes or canals; or any other cause or event not within the control of the Town in its capacity as lessee under the Lease or the Trustee. “Hazardous Substance” means and includes: (a) the terms “hazardous substance,” “release” and “removal” which, as used in the Lease, shall have the same meaning and definition as set forth in paragraphs (14), (22) and (23), respectively, of Title 42 U.S.C. §9601 and in Colorado law, provided, however, that the term “hazardous substance” as used in the Lease shall also include “hazardous waste” as defined in paragraph (5) of 42 U.S.C. §6903 and “petroleum” as defined in paragraph (8) of 42 U.S.C. §6991; (b) the term “superfund” as used in the Lease means the Comprehensive Environmental Response, Compensation and Liability Act, as amended, being Title 42 U.S.C. §9601 et seq., as amended, and any similar State of Colorado statute or local ordinance applicable to the Leased Property, including, without limitation, Colorado rules and regulations promulgated, administered and enforced by any governmental agency or authority pursuant thereto; and (c) the term “underground storage tank” as used in the Lease shall have the same meaning and definition as set forth in paragraph (1) of 42 U.S.C. §6991. “Indenture” means the Indenture of Trust, dated as of August 2, 2016, entered into by the Trustee, as the same may be amended or supplemented. “Initial Term” means the period which commences on the date of delivery of the Lease and terminates on December 31, 2016. B-5 “Interest Payment Date” means, in respect of the Certificates, June 1 and December 1, commencing June 1, 2017. “Interest Portion” means the portion of each Base Rentals payment that represents the payment of interest set forth in Exhibit C (Base Rentals Schedule) to the Lease. “Lease” means the Lease Purchase Agreement, dated as of August 2, 2016, between the Trustee, as lessor, and the Town, as lessee, as the same may hereafter be amended. “Lease Remedy” or “Lease Remedies” means any or all remedial steps provided in the Lease whenever an Event of Lease Default or an Event of Nonappropriation has happened and is continuing, which may be exercised by the Trustee as provided in the Lease and in the Indenture. “Lease Term” means the Initial Term and any Renewal Terms as to which the Town may exercise its option to renew the Lease by effecting an Appropriation of funds for the payment of Base Rentals and Additional Rentals under the Lease, as provided in and subject to the provisions of the Lease. “Lease Term” refers to the time during which the Town is the lessee of the Leased Property under the Lease. “Leased Property” means the Site and the premises, buildings and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Lease, together with any and all additions and modifications thereto and replacements thereof, including, without limitation, the easements, rights of way, covenants and other rights set forth in the documents listed on Exhibit B attached thereto, and any New Facility. “Leased Property Project” means that portion of the Project which is also part of the Leased Property. “Mayor” means the Mayor of the Town, or his or her successor in duties. “Net Proceeds” means the proceeds of any performance or payment bond, or proceeds of insurance, including self-insurance, required by the Lease or proceeds from any condemnation award, or any proceeds resulting from default or breaches of warranty under any Project Contract, or proceeds derived from the exercise of any Lease Remedy or otherwise following termination of the Lease by reason of an Event of Nonappropriation or an Event of Lease Default, allocable to the Leased Property, less (a) all related expenses (including, without limitation, attorney’s fees and costs) incurred in the collection of such proceeds or award; and (b) all other related fees, expenses and payments due to the Town and the Trustee. “New Facility” means any real property, buildings or equipment leased by the Town to the Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant to a future amendment to the Lease in connection with the execution and delivery of Additional Certificates. “Outstanding” means, with respect to the Certificates, all Certificates executed and delivered pursuant to the Indenture as of the time in question, except: (a) All Certificates theretofore canceled or required to be canceled under the Indenture; (b) Certificates in substitution for which other Certificates have been executed and delivered under the Indenture; (c) Certificates which have been redeemed as provided in the Indenture; B-6 (d) Certificates for the payment or redemption of which provision has been made in accordance with the Indenture; provided that, if such Certificates are being redeemed, the required notice of redemption has been given or provision satisfactory to the Trustee has been made therefor; and (e) Certificates deemed to have been paid pursuant to the Indenture (see “THE INDENTURE--Defeasance and Discharge” below). “Owners” means the registered owners of any Certificates and Beneficial Owners. “Permitted Encumbrances” with respect to the Leased Property, means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Site Lease, the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions and exceptions which the Town Representative certifies will not materially interfere with or materially impair the Leased Property, including rights or privileges in the nature of easements, licenses, permits and agreements as provided in the Lease or other Project Contracts; (d) any sublease of the Leased Property that are permitted pursuant to the terms and provisions of Section 13.2 of the Lease; and (e) the easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to the Site Lease, as shown on Exhibit B to the Lease and which the Town Representative certifies do not and will not interfere in any material way with the intended use of the Leased Property. “Permitted Investments” means those investments the Town is authorized to enter into under the Charter and the laws of the State of Colorado. “Prepayment” means any amount paid by the Town pursuant to the provisions of the Lease as a prepayment of the Base Rentals due under the Lease. “Principal Portion” means the portion of each Base Rentals payment that represents the payment of principal set forth in Exhibit C (Base Rentals Schedule) to the Lease. “Project” means, to the extent financed with the proceeds of the Certificates, the acquisition of certain real property and any improvements located thereon for Town purposes. “Project Contract” means any contract entered into before the Completion Date by the Town regarding the design, acquisition, construction, improvement or installation of any portion of the Leased Property Project, including, without limitation, the design contracts between the Town and the design consultants, the construction contracts between the Town and the contractors, and any other contracts between the Town and anyone performing work or providing services in connection with the implementation and completion of the Leased Property Project. “Project Documents” means the following: (a) plans, drawings and specifications for the Leased Property Project, when and as they are approved by the Town, including change orders, if any; (b) any necessary permits for the Leased Property Project, including any building permits and certificates of occupancy; (c) the Project Contracts; (d) policies of title insurance, insurance policies required under the Project Contracts, including general liability, property damage and automobile, workers’ compensation and builders’ risk insurance policies in respect of the general contractor for construction of the Leased Property Project and, on and after the Completion Date of the Leased Property Project, insurance policies required under Article 7 of the Lease, including commercial general liability and public liability, property and worker’s compensation insurance policies, or certificates of insurance for any of such policies thereof, as required by the Lease; (e) contractor’s performance and payment bonds with respect to the Leased Property Project; and (f) any and all other documents executed by or furnished to the Town or the Trustee in connection with the Leased Property Project. B-7 “Purchase Option Price” means the amount payable on any date, at the option of the Town, to prepay Base Rentals, terminate the Lease Term and purchase the Trustee’s leasehold interest in the Leased Property, as provided in the Lease. “Rebate Fund” means the fund created under the Indenture. See “THE INDENTURE--Funds and Accounts” below. “Regular Record Date” means the close of business on the 15th day of the calendar month immediately preceding the Interest Payment Date (or the Business Day immediately preceding such 15th day, if such 15th day is not a Business Day). “Renewal Term” means any portion of the Lease Term commencing on January 1 of any calendar year and terminating on or before December 31 of such calendar year as provided in Article 4 of the Lease. “Requisition” means the process by which the Town Representative will request the reimbursement to the Town or the payment to others of qualifying Costs of the Leased Property Project, such Requisition to be initiated by the submission to the Trustee of a form substantially as set forth in Exhibit E to the Lease. “Revenues” means (a) all amounts payable by or on behalf of the Town or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds, but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund or the Construction Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the Indenture (except for moneys and securities held in the Rebate Fund or any defeasance escrow account). “Site” means the real property owned by the Town and leased by the Town to the Trustee under the Site Lease and subleased by the Trustee to the Town under the Lease, the legal description of which is set forth in Exhibit A to the Lease, or an amendment or supplement thereto. “Site Lease” means the Site Lease, dated as of August 2, 2016, between the Town, as lessor, and the Trustee, as lessee, as the same may hereafter be amended. “Special Counsel” means any counsel experienced in matters of municipal law and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any successor publication. So long as the Lease Term is in effect, the Town shall have the right to select Special Counsel. “Tax Certificate” means the Tax Certificate entered into by the Town with respect to the Lease. “Tax Code” means the Internal Revenue Code of 1986, as amended, and all regulations and rulings promulgated thereunder. “Town Manager” means the Town Manager of the Town or his or her successor in function. “Town Representative” means the Mayor, the Town Manager or the Finance Director or such other person at the time designated to act on behalf of the Town for the purpose of performing any act under the Lease, the Site Lease or the Indenture by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Town by the Mayor. B-8 “Trust Estate” means all of the property placed in trust by the Trustee pursuant to the Granting Clauses of the Indenture. “Trustee” means UMB Bank, n.a., acting in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. “Underwriter” means Piper Jaffray & Co., Denver, Colorado. THE SITE LEASE Site Lease and Term Under the Site Lease, the Town leases the Leased Property to the Trustee, on the terms and conditions set forth in the Site Lease, subject to Permitted Encumbrances. The term of the Site Lease shall commence on the date the Site Lease and shall end on December 31, 2045 (the “Site Lease Termination Date”), unless such term is sooner terminated as provided in the Site Lease. If, prior to the Site Lease Termination Date, the Trustee has transferred and conveyed the Trustee’s leasehold interest in all of the Leased Property pursuant to Article 12 of the Lease as a result of the Town’s payment of (a) the applicable Purchase Option Price thereunder; or (b) all Base Rentals and Additional Rentals, all as further provided in Section 12.2 of the Lease, then the term of the Site Lease shall end in connection with such transfer and conveyance. The term of any sublease of the Leased Property or any portion thereof, or any assignment of the Trustee’s interest in the Site Lease, the Lease and the Indenture, shall not extend beyond December 31, 2045. At the end of the term of the Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee, in and to the Leased Property, shall terminate. Upon such termination, the Trustee and any sublessee or assignee shall execute and deliver to the Town any necessary documents releasing, assigning, transferring and conveying the Trustee’s, sublessee’s or assignee’s respective interests in the Leased Property. Rental The Town acknowledges that the following constitutes full and adequate consideration for conveyance of the leasehold interest in the Site conveyed to the Trustee pursuant to the Site Lease: (1) the Trustee has paid to the Town and the Town acknowledges receipt from the Trustee the sum of $10.00 and (2) there has been deposited to the Construction Fund $6,300,000 in order to finance the Leased Property Project, which will be leased to the Town pursuant to the Lease.. Purpose The Site Lease provides that the Trustee shall use the Leased Property solely for the purpose of leasing the Leased Property back to the Town pursuant to the Lease and for such purposes as may be incidental thereto; provided, that upon the occurrence of an Event of Nonappropriation or an Event of Lease Default and the termination of the Lease, the Town is required to vacate the Leased Property, as provided in the Lease, and the Trustee may exercise the remedies provided in the Site Lease, the Lease and the Indenture. Owner in Fee The Town has represented in the Site Lease represents that it is the owner in fee of the Leased Property, subject to Permitted Encumbrances, and that the Permitted Encumbrances do not and shall not interfere in any material way with the Leased Property. The Trustee acknowledges that it is only obtaining a leasehold interest in the Leased Property and pursuant to the Site Lease. B-9 Sales, Assignments and Subleases Unless an Event of Nonappropriation or an Event of Lease Default shall have occurred and except as may otherwise be provided in the Lease, the Trustee may not sell or assign its rights and interests under the Site Lease or sublet all or any portion of the Leased Property, without the written consent of the Town. In the event that (a) the Lease is terminated for any reason and (b) the Site Lease is not terminated, the Trustee may sublease the Leased Property or any portion thereof, or sell or assign the Trustee’s leasehold interests in the Site Lease, pursuant to the terms of the Lease and the Indenture, and any purchasers from or sublessees or assignees of the Trustee may sell or assign its respective interests in the Leased Property, subject to the terms of the Site Lease, the Lease and the Indenture. The Town and the Trustee (or any purchasers from or assignees or sublessees of the Trustee) agree that, except as permitted by the Site Lease, the Lease and the Indenture and except for Permitted Encumbrances (including purchase options under the Lease), neither the Town, the Trustee, nor any purchasers from or sublessees or assignees of the Trustee will sell, mortgage or encumber the Leased Property or any portion thereof during the term of the Site Lease. The Trustee and any other person who has the right to use the Leased Property under the Site Lease, at its own expense, may install equipment and other personal property in or on any portion of the Leased Property unless it is permanently affixed to the Leased Property or removal of it would materially damage the Leased Property, in which case it will become part of the Leased Property. Termination The Trustee agrees, upon the termination of the Site Lease, to quit and surrender all of the Leased Property, and agrees that any permanent improvements and structures existing upon the Leased Property at the time of the termination of the Site Lease shall remain thereon. Taxes; Maintenance; Insurance During the Lease Term of the Lease and in accordance with the provisions of the Lease, including Sections 9.1 and 9.3 thereof, the Town covenants and agrees to pay any and all taxes, assessments or governmental charges due in respect of the Leased Property and all maintenance costs and utility charges in connection with the Leased Property. In the event that (a) the Lease is terminated for any reason, (b) the Site Lease is not terminated, and (c) the Trustee subleases all or any portion of the Leased Property or sells or assigns its interests in the Site Lease, the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from the Site Lease) shall pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. Any such payments that are to be made by the Trustee shall be made solely from (a) the proceeds of such sale, subleasing or assignment, (b) from the Trust Estate, or (c) from other moneys furnished to the Trustee under Section 8.02(m) of the Indenture, and in the absence of available moneys identified in the preceding clauses (a) through (c), the Trustee shall be under no obligation to pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. The provisions of the Lease shall govern with respect to the maintenance of insurance under the Site Lease during the Lease Term of the Lease. In the event that (a) the Lease is terminated for any reason, (b) the Site Lease is not terminated, and (c) the Trustee subleases all or any portion of the Leased Property or sells or assigns its interest in the Site Lease, the Trustee, or any sublessee, purchaser or assignee of the Leased Property shall obtain and keep in force, (i) commercial general liability insurance against claims for personal injury, death or damage to property of others occurring on or in the Leased Property in an amount not less than $990,000 and (ii) property insurance in an amount not less than the B-10 full replacement value of the Leased Property. Any such insurance that is to be obtained by the Trustee shall be paid for solely from (a) the proceeds of such subleasing, sale or assignment, (b) from the Trust Estate, or (c) from moneys furnished to the Trustee under Section 8.02(m) of the Indenture and in the absence of available moneys identified in the preceding clauses (a) through (c), the Trustee shall be under no obligation to obtain or keep in force such insurance coverages. All such insurance shall name the Trustee, any sublessee, purchaser or assignee and the Town as insured. The Town and the Trustee shall waive any rights of subrogation with respect to the Trustee, any sublessee, purchaser or assignee, and the Town, and their members, directors, officers, agents and employees, while acting within the scope of their employment and each such insurance policy shall contain such a waiver of subrogation by the issuer of such policy. Nothing in the preceding paragraphs or in the Site Lease shall be interpreted or construed to require the Trustee to sublease all or any portion of the Leased Property or sell or assign its interests in the Site Lease, in the event that the Lease is terminated for any reason and the Site Lease is not terminated. Hazardous Substances Except for customary materials necessary for operation, cleaning and maintenance of the Leased Property, none of the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without prior written notice to the Town and the Trustee and all Hazardous Substances, including customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept on or about the Leased Property, provided unless the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility to monitor or investigate whether the Lease Property complies with environmental laws or is subject to any Hazardous Substance. If the presence of Hazardous Substance on the Leased Property caused or permitted by the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in contamination of the Leased Property, or if contamination of the Leased Property by Hazardous Substance otherwise occurs for which the Town, the Trustee or any sublessee or assignee of the Leased Property, as the case may be, is legally liable for damage resulting therefrom, then the Town, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties or assignees of the Site Lease that have not caused or permitted such contamination and are not so legally liable with respect to the Site Lease from claims for damages, penalties, fines, costs, liabilities or losses; provided that the cost of such defense, (a) in the case of the Trustee, shall be payable solely from the Trust Estate, or (b) in the case of the Town, shall be payable only if the cost of such defense has been annually appropriated by the Town. This duty to reimburse legal expenses is not an indemnification. It is expressly understood that none of the Town, the Trustee or any sublessee, purchaser or assignee is indemnifying any other person with respect to the Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property caused or permitted by: (a) the Trustee after the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in any contamination of the Leased Property, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall provide prior written notice to the Town and the Trustee and promptly take all actions, solely at the expense of the Trust Estate as are necessary to effect remediation of the contamination in accordance with legal requirements; or B-11 (b) the Town, results in any contamination of the Leased Property, the Town shall provide prior written notice to the Trustee and promptly take all actions, solely at the expense of the Town, which expenses shall constitute Additional Rentals, as are necessary to effect remediation of the contamination in accordance with legal requirements. Damage, Destruction or Condemnation The provisions of the Lease shall govern with respect to any damage, destruction or condemnation of the Leased Property during the Lease Term of the Lease. In the event that (a) the Lease is terminated for any reason and (b) the Site Lease is not terminated, and either (i) the Leased Property or any portion thereof is damaged or destroyed, in whole or in part, by fire or other casualty, or (ii) title to or use of the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain, the Town and the Trustee, or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause the Net Proceeds of any insurance claim or condemnation award to be applied in accordance with the provisions of Article 10 of the Lease. Default In the event the Trustee shall be in default in the performance of any obligation on its part to be performed under the terms of the Site Lease, which default continues for 30 days following notice and demand for correction thereof to the Trustee, the Town may exercise any and all remedies granted by law, except that no merger of the Site Lease and of the Lease shall be deemed to occur as a result thereof and that so long as any Certificates are Outstanding and unpaid under the Indenture, the Base Rentals due under the Lease shall continue to be paid to the Trustee except as otherwise provided in the Lease. In addition, so long as any of the Certificates are Outstanding, the Site Lease shall not be terminated except as described above under “Site Lease and Term.” THE LEASE Lease of the Leased Property The Trustee demises and leases the Leased Property to the Town and the Town leases the Leased Property from the Trustee, in accordance with the provisions of the Lease, subject only to Permitted Encumbrances, to have and to hold for the Lease Term. The Town and the Trustee acknowledge that the Town owns the Leased Property and the Town has leased the Leased Property to the Trustee pursuant to the Site Lease; and the Town and the Trustee intend that there be no merger of the Town’s interests as sublessee under the Lease and the Town’s ownership interest in the Leased Property so as to cause the cancellation of the Site Lease or the Lease, or an impairment of the leasehold and subleasehold interest intended to be created by the Site Lease and the Lease. The Lease shall be deemed and construed to be a “triple net lease” and, subject to the prior Appropriation requirements of the Lease, the Town shall pay absolutely net during the Lease Term, the Base Rentals, the Additional Rentals and all expenses of, or other payments in respect of, the Leased Property as required to be paid by the Town under the Lease, for which a specific Appropriation has been effected by the Town for such purpose, free of any deductions, and without abatement, deduction or setoff (other than credits against Base Rentals expressly provided for in the Lease). The Lease Term The Lease Term shall commence as of the date of the Lease. The Initial Term shall terminate on December 31, 2016. The Lease may be renewed, solely at the option of the Town, for 19 Renewal Terms, provided, however, that the Lease Term shall terminate no later than December 31, 2035, except that the B-12 Renewal Term beginning on January 1, 2035, shall terminate upon the Town’s payment of the final Base Rental payment as set forth in Exhibit C to the Lease. The Town finds that the maximum Lease Term under the Lease does not exceed the weighted average useful life of the Leased Property. The Town further determines and declares that the period during which the Town has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e. the entire maximum Lease Term) does not exceed the useful life of the Leased Property. The Finance Director or other officer of the Town at any time charged with the responsibility of formulating budget proposals for the Town is directed in the Lease to include in the annual budget proposals submitted to the Council, in any year in which the Lease shall be in effect, items for all payments required for the ensuing Renewal Term under the Lease until such time, if any, as the Town may determine to not renew and terminate the Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the Town that any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be made solely by the Council in its absolute discretion and not by any other official of the Town, as further provided in the following paragraph. During the Lease Term, the Town shall in any event, whether or not the Lease is to be renewed, furnish the Trustee with copies of its annual budget promptly after the budget is adopted. Not later than December 15 of the then current Initial Term or any Renewal Term the Town Representative shall give written notice (in substantially the form set forth in Exhibit D attached to the Lease) to the Trustee that either: (a) the Town has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts authorized and directed to be used to pay all of the Base Rentals and (2) sufficient amounts to pay such Additional Rentals as are estimated to become due, all as further provided in the Lease, whereupon, the Lease shall be renewed for the ensuing Fiscal Year; or (b) the Town has determined, for any reason, not to renew the Lease for the ensuing Fiscal Year. Subject to the provisions of Section 6.4(a) of the Lease, the failure to give such notice shall not constitute an Event of Lease Default, nor prevent the Town from electing not to renew the Lease, nor result in any liability on the part of the Town. The Town’s option to renew or not to renew the Lease shall be conclusively determined by whether or not the applicable Appropriation has been made on or before December 31 of each Fiscal Year, all as further provided in Article 6 of the Lease. The terms and conditions of the Lease during any Renewal Term shall be the same as the terms and conditions of the Lease during the Initial Term, except that the Purchase Option Price and the Base Rentals shall be as provided in Article 12 and Exhibit C (Base Rentals Schedule) of the Lease. Termination of the Lease Term The Lease Term shall terminate upon the earliest of any of the following events: (a) the expiration of the Initial Term or any Renewal Term during which there occurs an Event of Nonappropriation pursuant to Section 4.1 and Article 6 of the Lease (provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.4 of the Lease); (b) the occurrence of an Event of Nonappropriation under the Lease (provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.4 of the Lease); B-13 (c) the conveyance of the Trustee’s leasehold interest in the Leased Property under the Lease to the Town upon payment of the Purchase Option Price or all Base Rentals and Additional Rentals, for which an Appropriation has been effected by the Town for such purpose, as provided in Section 12.2(a) or (b) of the Lease; or (d) an uncured Event of Lease Default and termination of the Lease under Article 14 of the Lease by the Trustee. Except for an event described in subparagraph (c) above, upon termination of the Lease, the Town agrees to peacefully deliver possession of the Leased Property to the Trustee. Termination of the Lease Term shall terminate all unaccrued obligations of the Town under the Lease, and shall terminate the Town’s rights of possession under the Lease (except to the extent of the holdover provisions of Sections 6.5 and 14.2(c)(i) of the Lease, and except for any conveyance pursuant to Article 12 of the Lease). All obligations of the Town accrued prior to such termination shall be continuing until the Trustee gives written notice to the Town that such accrued obligations have been satisfied. Upon termination of the Lease Term any moneys received by the Trustee in excess of the amounts necessary to terminate and discharge the Indenture, shall be paid to the Town. The Town shall not have the right to terminate the Lease due to a default by the Trustee under the Lease. Payments to Constitute Currently Budgeted Expenditures of the Town The Town and the Trustee acknowledge and agree that the Base Rentals, Additional Rentals and any other obligations under the Lease shall constitute currently budgeted expenditures of the Town, if an Appropriation has been effected for such purpose. The Town’s obligations to pay Base Rentals, Additional Rentals and any other obligations under the Lease shall be from year to year only (as further provided in Article 4 and Sections 6.2 and 6.4 of the Lease), shall extend only to moneys for which an Appropriation has been effected by the Town, and shall not constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of the Lease shall be construed or interpreted as a delegation of governmental powers or as creating a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town or a general obligation or other indebtedness of the Town within the meaning of any constitutional, Charter provision or statutory debt limitation, including without limitation Article X, Section 20 of the Colorado constitution. No provision of the Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Constitution of the State. Neither the Lease nor the Certificates shall directly or indirectly obligate the Town to make any payments beyond those for which an Appropriation has been effected by the Town for the Town’s then current Fiscal Year. The Town shall be under no obligation whatsoever to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property. No provision of the Lease shall be construed to pledge or to create a lien on any class or source of Town moneys, nor shall any provision of the Lease restrict the future issuance of any Town bonds or obligations payable from any class or source of Town moneys (provided, however, that certain restrictions in the Indenture shall apply to the issuance of Additional Certificates). Base Rentals, Purchase Option Price and Additional Rental (a) The Town shall pay Base Rentals for which an Appropriation has been effected by the Town, directly to the Trustee during the Initial Term and any Renewal Term, on the Base Rentals Payment Dates and in the “Total Base Rentals” amounts set forth in Exhibit C (Base Rentals Schedule) attached to the Lease and made a part of the Lease. For federal and State income tax purposes, a portion B-14 of each payment of Base Rentals for the Certificates is designated and will be paid as interest, and Exhibit C (Base Rentals Schedule) to the Lease sets forth the Interest Portion of each payment of Base Rentals for the Certificates. The Town shall receive credit against its obligation to pay Base Rentals to the extent moneys are held by the Trustee on deposit in the Base Rentals Fund created under the Indenture and are available to pay Base Rentals. The Town acknowledges that upon receipt by the Trustee of each payment of Base Rentals, the Trustee, pursuant to the terms of the Indenture, is to deposit the amount of such Base Rentals in the Base Rentals Fund. The Base Rentals set forth in Exhibit C to the Lease shall be recalculated in the event of the execution and delivery of Additional Certificates as provided in the Indenture and shall also be recalculated in the event of a partial redemption of the Certificates. (b) The Town may, on any date, pay the then applicable Purchase Option Price for the purpose of terminating the Lease and the Site Lease in whole and purchasing the Trustee’s leasehold interest in the Leased Property as further provided in Article 12 of the Lease. Subject to the Approval of Special Counsel, the Town may also, at any time during the Lease Term, (1) prepay any portion of the Base Rentals due under the Lease and (2) in connection with such prepayment, recalculate the Base Rentals set forth in Exhibit C (Base Rentals Schedule). Any such revised Exhibit C (Base Rentals Schedule) shall be prepared by the Town Representative and delivered to the Trustee. The Trustee may rely upon such revised Exhibit C (Base Rentals Schedule) and has no duty to make an independent investigation in connection therewith. The Town shall give the Trustee notice of its intention to exercise either of such options not less than forty-five (45) days in advance of the date of exercise and shall deposit with the Trustee by not later than the date of exercise an amount equal to the Purchase Option Price due on the date of exercise or the applicable amount of Base Rentals to be prepaid. If the Town shall have given notice to the Trustee of its intention to prepay Base Rentals but shall not have deposited the amounts with the Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals which have been specifically appropriated by the Council for such purpose as if no such notice had been given. The Trustee may waive the right to receive forty-five (45) days advance notice and may agree to a shorter notice period in the sole determination of the Trustee. (c) All Additional Rentals shall be paid by the Town on a timely basis directly to the person or entity to which such Additional Rentals are owed. Additional Rentals shall include, without limitation, the reasonable fees and expenses of the Trustee, reasonable expenses of the Trustee in connection with the Leased Property and for the cost of taxes, insurance premiums, utility charges, maintenance and repair costs and all other expenses expressly required to be paid under the Lease, and any other amounts due to the insurer of any of the Certificates, and any Rebate Fund payments required pursuant to the Lease and the Indenture. All of the payments required by this paragraph are subject to Appropriation by the Town; provided, however, a failure by the Town to budget and appropriate moneys for any of the payments required by this paragraph shall constitute an Event of Nonappropriation. If the Town’s estimates of Additional Rentals for any Fiscal Year are not itemized in the budget required to be furnished to the Trustee under Section 4.1 of the Lease, the Town shall furnish an itemization of such estimated Additional Rentals to the Trustee on or before the 15th day preceding such Fiscal Year. Nonappropriation by the Town In the event that the Town gives notice that it intends to not renew the Lease as provided by Section 4.1 of the Lease or the Town shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 of the Lease and this Article, or in the event that the Town is proceeding under the provisions of Section 10.3(c) of the Lease (when applicable), B-15 an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 of the Lease or evidence that an Appropriation has been effected by the Town on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the Town that the Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the Town. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the Town, within 30 days of the receipt by the Town of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the Town within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the Town to such effect (subject to waiver by the Trustee as provided in the Lease). If an Event of Nonappropriation occurs, the Town shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for in the Lease which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 and 14.3 of the Lease, the Town shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the Town shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 6.5 of the Lease, the Town shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The Town acknowledges that, upon the occurrence of an Event of Nonappropriation (a) the Trustee shall be entitled to all moneys then being held in all funds created under the Indenture (except the Rebate Fund, and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of the Lease by reason of an Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the Indenture. Notwithstanding anything in the Lease to the contrary, upon the occurrence of an Event of Nonappropriation or Event of Default as described in the Lease or in the Indenture, in the event that the Trustee shall lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property, as provide in the Lease, the Trustee shall contact the Eagle River Fire Protection District (the “Fire District”), and grant the Fire District the right to cure any such default by payment or payments to the Trustee during the remaining term of the Certificates as provided in the Intergovernmental Agreement between the Town B-16 and the Fire District dated as of July 21, 2016. This right to cure is separate and distinct from any right of first refusal provided in the Lease. Holdover Tenant If the Town fails to vacate the Leased Property after termination of the Lease, whether as a result of the occurrence of an Event of Nonappropriation or an Event of Lease Default as provided in Section 14.2(a) of the Lease, with the written permission of the Trustee it will be deemed to be a holdover tenant on a month-to-month basis, and will be bound by all of the other terms, covenants and agreements of the Lease. Any holding over by the Town without the written permission of the Trustee shall be at sufferance. The amount of rent to be paid monthly during any period when the Town is deemed to be a holdover tenant will be equal to (a) one-sixth of the Interest Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date plus one-twelfth of the Principal Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date on which a Principal Portion of the Base Rentals would have been payable with appropriate adjustments to ensure the full payment of such amounts on the due dates thereof in the event termination occurs during a Renewal Term plus (b) Additional Rentals as the same shall become due. Title to the Leased Property At all times during the Lease Term, title to the Sites shall remain in the Town, subject to the Site Lease, the Lease, the Indenture and any other Permitted Encumbrances. Except personal property purchased by the Town at its own expense pursuant to Section 9.2 of the Lease and personal property purchased by the Town, the Leased Property Project, and any and all additions and modifications to or replacements of any portion of the Leased Property Project shall be held in the name of the Trustee, subject to the Lease and Permitted Encumbrances, until foreclosed on or conveyed as provided in Section 7.02 of the Indenture or Article XII of the Lease, or until the termination of the Site Lease, notwithstanding (i) the occurrence of an Event of Nonappropriation as provided in Section 6.4 of the Lease or one or more Events of Default as defined in Section 14.1 of the Lease; (ii) the occurrence of any event of damage, destruction, condemnation or construction defect or title defect, as provided in Article X of the Lease; (iii) termination of the right of the Town to direct the acquisition, construction and equipping of the Leased Property Project pursuant to the last sentence of Section 7.1 of the Lease; or (iv) the violation by the Trustee (or by the Trustee as assignee of the Lessor pursuant to the Indenture) of any provision of the Lease. The Town shall have no right, title or interest in the Leased Property Project, or any additions and modifications to or replacements of any portion thereto, except as expressly set forth in the Lease. No Encumbrance, Mortgage or Pledge of the Leased Property Except as may be permitted by the Lease, the Town shall not permit any mechanic’s or other lien to be established or remain against the Leased Property; provided that, if the Town shall first notify the Trustee of the intention of the Town to do so, the Town may in good faith contest any mechanic’s or other lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by nonpayment of any such items the Trustee’s leasehold interest in the Leased Property will be materially endangered, or the Leased Property or any part thereof will be subject to loss or forfeiture, in which event the Town shall promptly pay and cause to be satisfied and discharged all such unpaid items (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such items). The Trustee will cooperate in any such contest. Except as may be permitted by the Lease, the Town shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, except Permitted Encumbrances. The Town shall promptly, at its expense, take such B-17 action as may be necessary to duly discharge any such mortgage, pledge, lien, charge, encumbrance or claim not excepted above. Leasing of the Site; Design, Acquisition, Construction and Improvement of the Leased Property Project As further provided in Section 8.1 of the Lease, fee simple title to the Site shall be held by the Town. Pursuant to the Site Lease, the Town shall lease the Site to the Trustee and pursuant to the Lease, the Town shall lease the Leased Property back from the Trustee. The Town agrees that it will make all contracts, orders, receipts, writings and instructions, including all Project Contracts, with any other persons, firms or corporations and in general do all things that may be necessary, requisite or proper for the acquisition, construction, installation and completion of the Leased Property Project. The Town agrees to comply with all applicable federal, State of Colorado and local law in connection with the making of contracts for the Leased Property Project. The administration of the Leased Property Project is to comply with all policies and procedures and all standard contractual and procedural documents required by the Town, except that pursuant to Section 7.5 upon termination of the Lease due to the occurrence of an Event of Nonappropriation or an Event of Lease Default, all Project Contracts shall be fully and freely assignable to the Trustee. Notwithstanding anything to the contrary contained in the Lease or the Indenture, all Project Documents shall be made and approved by the Town. The Town further agrees in the Lease: (a) The Town shall cause the Leased Property Project to be completed as provided in the Lease; and (b) The Town agrees to complete the Leased Property Project with all reasonable dispatch, and to use its best efforts to have all of the Leased Property Project completed by the Completion Date or as soon thereafter as may be practicable. So long as the Lease is in full force and effect and no Event of Nonappropriation or Event of Lease Default shall have occurred, the Town shall have full power to carry out the acts and agreements described above, and such power shall not be terminated or restricted by act of the Trustee, except as described above. The Town agrees to implement and complete the Leased Property Project pursuant to the Lease, through the application of moneys to be disbursed by the Trustee from the Construction Fund (created under the Indenture) pursuant to the Indenture. If, for any reason, the Leased Property Project is not completed by the Completion Date, there shall be no resulting liability on the part of the Town or the Trustee or an Event of Lease Default under the Lease, and there shall be no diminution in or postponement of the Base Rentals and Additional Rentals required to be paid by the Town and for which an Appropriation has been effected by the Town during the Lease Term. However, in the event that the Trustee does not receive a Certificate of Completion in respect of the Leased Property Project, as required in Section 7.3 of the Lease, by the Completion Date, and unless the Town opts to complete the Leased Property Project and submits a reasonable schedule of completion to the Trustee, the Trustee shall, upon thirty (30) days written notice to the Town, be authorized, but not required, to complete the remainder of the Leased Property Project from any moneys remaining in the Construction Fund for the Leased Property Project. Disbursements for Costs of the Leased Property Project So long as no Event of Nonappropriation or Event of Lease Default has occurred, the Trustee shall disburse the moneys in the Construction Fund created under the Indenture to pay the Costs of the Leased Property Project. Such disbursements from the Construction Fund shall be made upon receipt by the Trustee of a Requisition signed by the Town Representative, in substantially the form set forth in B-18 Exhibit E to the Lease, specifying in reasonable detail the nature of the obligation. The Trustee shall have no duty to review or examine the accompanying bill, invoice or statement of account, but may conclusively rely on the properly executed disbursement request. If an Event of Nonappropriation or an Event of Lease Default shall occur after the execution and delivery of the Lease, but prior to the Completion Date, any moneys held in funds and accounts created under the Indenture (other than moneys on deposit in the Rebate Fund and any defeasance escrow funds) may be utilized by the Trustee to complete, repair or modify the Leased Property Project, or may be disbursed for the payment of Certificates executed and delivered pursuant to the Indenture or other charges as the Trustee may deem appropriate in accordance with the standards concerning the Trustee contained in the Indenture, subject to Section 11.5 of the Lease. Under the Indenture, the Trustee is authorized and directed to issue its checks or drafts or transmit wire payments for each disbursement to pay Costs of the Leased Property Project provided for in the Lease. The Town consents to such disbursements by the Trustee. The Trustee shall keep and maintain adequate records pertaining to the Construction Fund established under the Indenture and all disbursements therefrom in accordance with the Requisitions. After the Leased Property Project has been completed and the Certificate of Completion has been filed with the Trustee as provided in Section 7.3 of the Lease, and after any amounts remaining on deposit in the Construction Fund have been applied in accordance with Section 7.3 of the Lease, the Trustee shall provide account statements to the Town. Completion of Construction Upon the substantial completion of the Leased Property Project, the Town Representative shall execute and deliver to the Trustee a Certificate of Completion in substantially the form of Exhibit F to the Lease. In the event that, after the delivery of the Certificate of Completion, there remains in the Construction Fund created under the Indenture any unreserved balance, such balance shall be used by the Trustee, as directed in writing by the Town, to: (a) add to, modify or alter the Leased Property Project or add new components thereto provided that such addition, modification or alteration shall be consistent with, and shall not violate the covenants contained in, the Tax Certificate or in Section 11.5 of the Lease, or (b) direct the Trustee in writing to transfer the remaining balance to the Base Rentals Fund created under the Indenture in amounts consistent with, and not in violation of the covenants contained in, the Tax Certificate, for a credit against the Base Rentals as the same shall become due , or (c) effect a combination of the foregoing. Project Contracts The Town represents in the Lease that, in the opinion of the Town, based upon an examination of property, estimated design, construction, acquisition and installation costs and the configuration of the Leased Property Project, the Leased Property Project can, to the best of the Town’s present knowledge, be constructed, acquired and installed for a total cost within the amount of funds to be available in the Construction Fund created under the Indenture, including anticipated investment income. In the event of cost overruns resulting in the Costs of the Leased Property Project exceeding the amount available in the Construction Fund created under the Indenture, all in connection with the leasing of the Site and the implementation and completion of the Leased Property Project, upon written consent of the Town, either (a) the Town shall make such modifications to the plans and specifications for the Leased Property Project as will permit the Leased Property Project to be provided from the amounts available therefor under the Indenture or (b) upon the Approval of Special Counsel, the Town shall deposit additional funds received from appropriations by the Town, or the Trustee may deposit additional funds received from the proceeds of Additional Certificates in the Construction Fund created under the Indenture, sufficient to complete the Leased Property Project. If the Town pays any portion of the Costs of the Leased Property B-19 Project, it shall not be entitled to any reimbursement therefor from the Trustee or any owner of Certificates, nor shall it be entitled to any diminution in or postponement of the Base Rentals and the Additional Rentals payable under the Lease. Upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the Trustee as lessee of the Leased Property under the Site Lease, may complete the Leased Property Project, utilizing any moneys available therefor (except for any moneys on deposit in the Rebate Fund and any defeasance escrow funds). All Project Contracts shall provide that, upon a termination of the Lease Term by reason of the occurrence of an Event of Nonappropriation or an Event of Lease Default or upon the Trustee’s assuming control over completion of the Leased Property Project as provided in Section 7.1 of the Lease, and upon written notice by the Trustee to the party or parties to the Project Contracts that any of such events has occurred: (a) such contracts shall be fully and freely assignable to the Trustee, without the consent of any other person and the Trustee may choose to assume or not assume such contracts; and (b) if the Trustee does so assume such contracts, the other party or parties thereto shall perform the agreements contained therein for the Trustee. All Project Contracts shall also provide that, upon an Event of Nonappropriation or an Event of Lease Default and upon written notice from the Trustee, the Trustee may, in its sole discretion, terminate some or all of such Project Contracts; and the other party or parties thereto shall then be entitled to payment only from amounts available therefor under the Indenture and only for work done prior to such termination. Upon the occurrence of an Event of Nonappropriation or an Event of Lease Default or upon the Trustee’s assuming control over the implementation and completion of the Leased Property Project as provided in Section 7.1 of the Lease, and upon receipt of a written request from the Trustee, the Town shall assign all of its right, title and interest in and to any or all Project Contracts to the Trustee and shall deliver all such Project Documents held by it to the Trustee. Defaults Under Project Contracts In the event of any material default by a design consultant or construction contractor under any of the Project Contracts, or in the event of a material breach of warranty with respect to any materials, workmanship or performance, the Town shall promptly proceed, either separately or in conjunction with others, to pursue diligently its remedies against such design consultant or contractor and/or against each surety of any bond securing the performance of such Project Contracts. The Net Proceeds of any amounts recovered by way of damages, liquidated damages, refunds, adjustments, or otherwise in connection with the foregoing, remaining after deduction of expenses incurred in such recovery (including without limitation, attorneys’ fees and costs) shall be paid to the Trustee for deposit to the Construction Fund created under the Indenture if prior to the Completion Date, or if after the Completion Date, to the Trustee for deposit in a separate trust fund in accordance with Section 10.2 of the Lease. Maintenance and Modification of the Leased Properly Subject to its right to not appropriate and as otherwise provided in Section 9.3 of the Lease, the Town agrees that at all times during the Lease Term, the Town will maintain, preserve and keep the Leased Property or cause the Leased Property to be maintained, preserved and kept, in good repair, working order and condition, and from time to time make or cause to be made all necessary and proper repairs, including replacements, if necessary. The Trustee shall have no responsibility in any of these matters or for the making of any additions, modifications or replacements to the Leased Property. The Town shall have the privilege of making substitutions, additions, modifications and improvements to the Leased Property, at its own cost and expense, as appropriate and any such substitutions, additions, modifications and improvements to the Leased Property shall be the property of the Town, subject to the Site Lease, the Lease and the Indenture and shall be included under the terms of the Site Lease, the Lease and the Indenture; provided, however, that such substitutions, additions, modifications and improvements shall not in any way damage the Leased Property or cause the Leased Property to be used for purposes other than lawful governmental functions of the Town (except to the B-20 extent of subleasing permitted under Section 13.2 of the Lease) or cause the Town to violate its tax covenant in Section 11.5 of the Lease; and provided that the Leased Property, as improved or altered, upon completion of such substitutions, additions, modifications and improvements, shall be of a value not less than the value of the Leased Property immediately prior to such making of substitutions, additions, modifications and improvements. The Town may also, from time to time in its sole discretion and at its own expense, install machinery, equipment and other tangible property in or on the Leased Property. All such machinery, equipment and other tangible property shall remain the sole property of the Town in which the Trustee shall have no interests; provided, however, that title to any such machinery, equipment and other tangible property which becomes permanently affixed to the Leased Property shall be included under the terms of the Site Lease, the Lease and the Indenture, that such Leased Property would be damaged or impaired by the removal of such machinery, equipment or other tangible property. The Town shall have the right to make substitutions to the Leased Property upon compliance with the provisions set forth in Section 11.4 of the Lease. Taxes, Other Governmental Charges and Utility Charges In the event that the Leased Property shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the Town shall pay the amount of all such taxes, assessments and governmental charges then due, as Additional Rentals. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Town shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during the upcoming Fiscal Year. Except for Permitted Encumbrances, the Town shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Leased Property (including, without limitation, any taxes levied upon the Leased Property which, if not paid, will become a charge on the rentals and receipts from the Leased Property, or any interest therein, including the leasehold interests of the Trustee), or the rentals and revenues derived therefrom or under the Lease. The Town shall also pay as Additional Rentals, as the same respectively become due, all utility and other charges and fees and other expenses incurred in the operation, maintenance and upkeep of the Leased Property. The Town may, at its expense, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Trustee shall notify the Town that, in the opinion of Counsel, by nonpayment of any such items the value of the Leased Property will be materially endangered or the Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability, in which event such taxes, assessments, utility or other charges shall be paid forthwith (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such taxes, assessments, utility or other charges). Required Insurance Upon the execution and delivery of the Lease, the Town shall, at its own expense, cause casualty and property insurance to be carried and maintained with respect to the Leased Property in an amount equal to the estimated replacement cost of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount deemed reasonable by the Council. The Town may, in its discretion, insure the Leased Property under blanket insurance policies which insure not only the Leased Property, but other buildings as well, as long as such blanket insurance policies comply with the requirements of the Lease. If the Town shall insure against similar risks by self-insurance, the Town may, at its election provide for casualty and property damage insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the Town shall elect to self-insure, the Town B-21 Representative shall annually furnish to the Trustee a certification of the adequacy of the Town’s reserves. The Trustee shall be named additional insured and loss payee on any casualty and property insurance. Upon the execution and delivery of the Lease, the Town shall, at its own expense, cause public liability insurance to be carried and maintained with respect to the activities to be undertaken by and on behalf of the Town in connection with the use of the Leased Property, in an amount not less than the limitations provided in the Colorado Governmental Immunity Act (Article 10, Title 24, Colorado Revised Statutes, as heretofore or hereafter amended). Such insurance may contain deductibles and exclusions deemed reasonable by the Council. The required public liability insurance may be by blanket insurance policy or policies. If the Town shall insure against similar risks by self-insurance, the Town, at its election may provide for public liability insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund. If the Town shall elect to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the adequacy of the Town’s reserves. The Trustee shall be named as additional insured and loss payee on any public liability insurance. Any required casualty and property damage insurance policy shall be so written or endorsed as to make payments under such insurance policy payable to the Town and the Trustee. Each insurance policy provided for shall contain a provision to the effect that the insurance company shall not cancel the policy without first giving written notice thereof to the Town at least 30 days in advance of such cancellation. All insurance policies issued pursuant to the Lease, or certificates evidencing such policies, shall be deposited with the Trustee. No agent or employee of the Town shall have the power to adjust or settle any loss with respect to the Leased Property in excess of $25,000, whether or not covered by insurance, without the prior written consent of the Trustee. Upon the initial execution and delivery of the Lease, the Town shall provide the Trustee with evidence that the insurance required pursuant to the Lease is in effect. A certification by the Town Representative that such insurance is in effect shall be sufficient evidence of insurance. A certificate of insurance from the Town or the Town’s insurance agent will also be acceptable evidence of insurance. On or about October 1 in each year the Town shall provide annual certification that the insurance required pursuant to the Lease is in effect. Granting of Easements As long as no Event of Nonappropriation or Event of Lease Default shall have happened and be continuing, the Trustee, shall upon the request of the Town, (a) grant or enter into easements, permits, licenses, party wall and other agreements, rights-of-way (including the dedication of public roads) and other rights or privileges in the nature of easements, permits, licenses, party wall and other agreements and rights of way with respect to any property or rights included in the Lease (whether such rights are in the nature of surface rights, sub-surface rights or air space rights), free from the Lease and any security interest or other encumbrance created under the Lease or thereunder; (b) release existing easements, permits, licenses, party wall and other agreements, rights-of-way, and other rights and privileges with respect to such property or rights, with or without consideration; and (c) execute and deliver any instrument necessary or appropriate to grant, enter into or release any such easement, permit, license, party wall or other agreement, right-of-way or other grant or privilege upon receipt of: (i) a copy of the instrument of grant, agreement or release and (ii) a written application signed by the Town Representative requesting such grant, agreement or release and stating that such grant, agreement or release will not materially impair the effective use or materially interfere with the operation of the Leased Property, and will not materially adversely affect the security intended to be given by or under the Indenture, the Site Lease or the Lease. B-22 Damage, Destruction and Condemnation Damage, Destruction and Condemnation. If, during the Lease Term, (a) the Leased Property shall be destroyed (in whole or in part), or damaged by fire or other casualty; or (b) title to, or the temporary or permanent use of, the Leased Property or the estate of the Town or the Trustee in the Leased Property is taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or entity acting under governmental authority; or (c) a breach of warranty or a material defect in the construction, manufacture or design of the Leased Property becomes apparent; or (d) title to or the use of all or a portion of the Leased Property is lost by reason of a defect in title thereto. then the Town shall be obligated to continue to pay Base Rentals and Additional Rentals (subject to Article 6 of the Lease). Obligation to Repair and Replace the Leased Property. The Town and the Trustee, to the extent Net Proceeds are within their respective control, shall cause such Net Proceeds of any insurance policies, performance bonds or condemnation awards to be deposited in a separate trust fund. All Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Leased Property by the Town, upon receipt of requisitions by the Trustee signed by the Town Representative stating with respect to each payment to be made: (a). the requisition number; (b). the name and address of the person, firm or entity to whom payment is due; (c). the amount to be paid; and (d). that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Trustee shall have no duty to review or examine the accompanying bill, invoice or statement of account, but may conclusively rely on the properly executed disbursement request. The Town and the Trustee shall agree to cooperate and use their best reasonable efforts subject to the terms of the Indenture to enforce claims which may arise in connection with material defects in the construction, manufacture or design of the Leased Property or otherwise. If there is a balance of any Net Proceeds allocable to the Leased Property remaining after such repair, restoration, modification, improvement or replacement has been completed, this balance shall be used by the Town, to: (a). add to, modify or alter the Leased Property or add new components thereto, or (b). prepay the Base Rentals with a corresponding adjustment in the amount of Base Rentals payable under Exhibit C (Base Rentals Schedule) to the Lease or (c). accomplish a combination of (a) and (b). B-23 Any repair, restoration, modification, improvement or replacement of the Leased Property paid for in whole or in part out of Net Proceeds allocable to the Leased Property shall be the property of the Town, subject to the Site Lease, the Lease and the Indenture and shall be included as part of the Leased Property under the Lease. Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Leased Property required under Section 10.2 of the Lease, the Town may elect to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the Town are available for payment of such cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased Property, and the Town agrees that, if by reason of any such insufficiency of the Net Proceeds allocable to the Leased Property, the Town shall make any payments pursuant to the provisions of this paragraph, the Town shall not be entitled to any reimbursement therefor from the Trustee, nor shall the Town be entitled to any diminution of the Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, payable under Article 6 of the Lease; or (b) apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article 12 of the Lease, or an appropriate portion thereof. In the event of an insufficiency of the Net Proceeds for such purpose, the Town shall, subject to the limitations of Section 6.1 of the Lease, pay such amounts as may be necessary to equal that portion of the Purchase Option Price which is attributable to the Leased Property for which Net Proceeds have been received (as certified to the Trustee by the Town); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be used as directed by the Town in the same manner as set forth in Section 10.2 of the Lease; or (c) if the Town does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the Town’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. The above referenced election shall be made by the Town within 90 days of the occurrence of an event specified in Section 10.1 of the Lease. It is declared in the Lease to be the Town’s present intention that, if an event described in Section 10.1 of the Lease should occur and if the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration, modification, improvement or replacement of the Leased Property, the Town would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the Town must operate within budgetary and other economic constraints applicable to it at the time, which cannot be predicted with certainty; and accordingly the foregoing declaration shall not be construed to contractually obligate or otherwise bind the Town. Release and Substitution of Leased Property So long as no Event of Lease Default or Event of Nonappropriation shall have occurred and be continuing, the Trustee shall release all or any portion of the Leased Property, and shall execute all documents necessary or appropriate to reconvey or release such portion of the Leased Property to the Town, free of all restrictions and encumbrances imposed or created by the Site Lease, the Lease or the Indenture, upon receipt by the Trustee of the following: (a) a written request of the Town Representative for such release, describing the portion of the Leased Property to be released; (b) a certificate of the Town Representative certifying (i) the fair market value of the portion of the Leased Property to be released and B-24 of any real property to be substituted for the portion of the Leased Property to be released; (ii) that the disposition of the portion of the Leased Property to be released and the substitution therefor of the real property to be substituted for the portion of the Leased Property to be released (if any) will not materially adversely affect the ability of the Town to operate the Leased Property or to fulfill its obligations under the Lease; (iii) that any real property to be substituted for a portion of the Leased Property to be released is necessary or useful to the operation of the Leased Property; and (iv) that the fair market value of any real property to be substituted for the portion of the Leased Property to be released, together with cash to be paid by the Town to the Trustee, if any, is at least equal to the fair market value of the portion of the Leased Property to be released; (c) appraisals of the fair market value of the portion of the Leased Property to be released and any real property to be substituted for the portion of the Leased Property to be released, respectively, by a member of the American Institute of Real Estate Appraisers (MAI); and (d) supplements and amendments to the Site Lease, the Lease and the Indenture and any other documents necessary to effect the substitution for any portion of the Leased Property to be released. The Town agrees that any cash paid to the Trustee pursuant to the provisions described above shall be used to redeem or defease Outstanding Certificates. Purchase Option; Conditions for Purchase Option Purchase Option. The Town shall have the option to purchase the Trustee’s leasehold interest in the Leased Property, but only if an Event of Lease Default or an Event of Nonappropriation has not occurred and is then continuing. The Town may exercise its option on any date by complying with one of the conditions described in “Conditions for Purchase Option” below. The Town shall give the Trustee notice of its intention to exercise its option not less than forty- five (45) days in advance of the date of exercise and shall deposit the required moneys with the Trustee on or before the date selected to pay the Purchase Option Price. The Trustee may waive such notice or may agree to a shorter notice period in the sole determination of the Trustee. If the Town shall have given notice to the Trustee of its intention to purchase the Trustee’s leasehold interest in the Leased Property or prepay Base Rentals, but shall not have deposited the amounts with the Trustee on the date specified in such notice, the Town shall continue to pay Base Rentals, which have been specifically appropriated by the Town for such purpose, as if no such notice had been given. Conditions for Purchase Option. The Trustee shall transfer and release the Trustee’s leasehold interests in the Leased Property to the Town in the manner provided for in Section 12.3 of the Lease; provided, however, that prior to such transfer and release, either: (a) the Town shall have paid the then applicable Purchase Option Price which shall equal the sum of the amount necessary to defease and discharge the Indenture as provided therein (i.e., provision for payment of all principal and interest portions of any and all Certificates which may have been executed and delivered pursuant to the Indenture shall have been made in accordance with the terms of the Indenture) plus any fees and expenses then owing to the Trustee; or (b) the Town shall have paid all Base Rentals set forth in Exhibit C (Base Rentals Schedule) to the Lease, for the entire maximum Lease Term, and all then current Additional Rentals required to be paid under the Lease. At the Town’s option, amounts then on deposit in any fund held under the Indenture (except the Rebate Fund and excluding any defeasance escrow funds) may be credited toward the Purchase Option Price. B-25 Right of First Refusal Notwithstanding anything in the Lease to the contrary, so long as no Event of Default or Event of Nonappropriation has occurred or is occurring, in the event that the Town determines to transfer its interest in the Leased Property, or any portion thereof, to any third party, then the Town shall give the Eagle River Fire Protection District (the “Fire District”) shall have the first right to acquire the Leased Property on essentially the same terms as agreed by any intended third party transferee. Any right of first refusal is subject to the terms provided in the Intergovernmental Agreement between the Town and the Fire District dated as of July 21, 2016. Assignment by the Trustee; Replacement of the Trustee Except as otherwise provided in the Lease and the Indenture, the Lease may not be assigned by the Trustee for any reason other than to a successor by operation of law or to a successor trustee under the Indenture or with the prior written consent of the Town which consent shall not be unreasonably withheld. The Trustee will notify the Town of any assignment to a successor by operation of law. If an Event of Lease Default or Event of Nonappropriation has occurred and is continuing, the Trustee may act as provided in the Lease, including exercising the remedies set forth in Section 14.2 of the Lease, without the prior written direction of the Town. Assignment and Subleasing by the Town The Lease may not be assigned by the Town for any reason other than to a successor by operation of law. However, the Leased Property may be subleased, as a whole or in part, by the Town, without the necessity of obtaining the consent of the Trustee or any owner of the Certificates subject to each of the following conditions: (a) The Leased Property may be subleased, in whole or in part, only to an agency or department of, or a political subdivision of, the State, or to another entity or entities with Approval of Special Counsel; (b) The Lease, and the obligations of the Town under the Lease, shall, at all times during the Lease Term remain obligations of the Town, and the Town shall maintain its direct relationships with the Trustee, notwithstanding any sublease; (d) The Town shall furnish or cause to be furnished to the Trustee a copy of any sublease agreement; (e) No sublease by the Town shall cause the Leased Property to be used for any purpose which would cause the Town to violate its tax covenant in Section 11.5 of the Lease; (f) Any sublease of the Leased Property shall provide that it shall automatically terminate upon a termination of the Lease; and (g) Any such assignment or sublease shall comply with the terms of the Intergovernmental Agreement between the Town and Fire District dated July 21, 2016. Events of Lease Default Any one of the following shall be Events of Lease Default under the Lease: B-26 (a) failure by the Town to pay any Base Rentals or Additional Rentals, which have been specifically appropriated by the Town for such purpose, during the Initial Term or any Renewal Term, within five (5) Business Days of the date on which they are due; or (b) subject to the provisions of Section 6.5 of the Lease, failure by the Town to vacate or surrender possession of the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation has occurred; or (c) failure by the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed under the Lease, other than as referred to in (a) or (b), for a period of 30 days after written notice, specifying such failure and requesting that it be remedied shall be received by the Town from the Trustee, unless the Trustee shall agree in writing to an extension of such time prior to its expiration; provided that if the failure stated in the notice cannot be corrected within the applicable period, the Trustee shall not withhold its consent to an extension of such time if corrective action can be instituted by the Town within the applicable period and diligently pursued until the default is corrected; or (d) failure by the Town to comply with the terms of the Site Lease. The provisions described above are subject to the following limitations: (i) the Town shall be obligated to pay the Base Rentals and Additional Rentals, which have been specifically appropriated by the Town for such purpose, only during the then current Lease Term, except as otherwise expressly provided in the Lease; and (ii) if, by reason of Force Majeure, the Town or the Trustee shall be unable in whole or in part to carry out any agreement on their respective parts contained in the Lease other than the Town’s agreement to pay the Base Rentals and Additional Rentals due under the Lease, the Town or the Trustee shall not be deemed in default during the continuance of such inability. The Town and the Trustee each agree, however, to remedy, as promptly as legally and reasonably possible, the cause or causes preventing the Town or the Trustee from carrying out their respective agreements; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Town. Remedies on Default Whenever any Event of Lease Default shall have happened and be continuing beyond any applicable cure period, the Trustee may, or shall at the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, take one or any combination of the following remedial steps: (a) terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property, which vacation and surrender the Town agrees to complete within sixty (60) days from the date of such notice; provided, in the event the Town does not vacate and surrender possession on the termination date, the provisions of Section 6.5 of the Lease shall apply; (b) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property; (c) recover from the Town: (i) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable B-27 under the Lease, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable by the Town under the Lease during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs. (d) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the Town the amounts set forth in Section 14.2(c)(i) of the Lease if the Town continues to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). Notwithstanding the remedies described above, upon the occurrence of an Event of Nonappropriation or Event of Default as described in the Lease or in the Indenture, in the event that the Trustee shall lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property, as provide in the Lease, the Trustee shall contact the Eagle River Fire Protection District (the “Fire District”), and grant the Fire District the right to cure any such default by payment or payments to the Trustee during the remaining term of the Certificates as provided in the Intergovernmental Agreement between the Town and the Fire District dated as of July 21, 2016. This right to cure is separate and distinct from any right of first refusal as otherwise provided in the Lease. Limitations on Remedies General. The remedies in connection with an Event of Lease Default shall be limited as described below. A judgment requiring a payment of money may be entered against the Town by reason of an Event of Lease Default only as to the Town’s liabilities described in paragraph (c) under “Remedies on Default” above. A judgment requiring a payment of money may be entered against the Town by reason of an Event of Nonappropriation only to the extent that the Town fails to vacate and surrender possession of the Leased Property as required by Section 6.4 of the Lease, and only as to the liabilities described in paragraph (c)(i) under “Remedies on Default” above. The remedy described in paragraph (c)(ii) under “Remedies on Default” is not available for an Event of Lease Default consisting of failure by the Town to vacate and surrender possession of the Leased Property by March 1 following an Event of Nonappropriation. No Remedy Exclusive. Subject to Section 14.3 of the Lease (described in the previous paragraph), no remedy conferred in the Lease upon or reserved to the Trustee, is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved in this Article 14, it shall not be necessary to give any notice, other than such notice as may be required in this Article 14. Waivers. The Trustee may waive any Event of Lease Default under the Lease and its consequences. In the event that any agreement contained in the Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under the Lease. Payment of Base Rentals or B-28 Additional Rentals by the Town shall not constitute a waiver of any breach or default by the Trustee under the Lease. Agreement to Pay Attorneys’ Fees and Expenses. In the event that either party to the Lease shall default under any of the provisions of the Lease and the nondefaulting party shall employ attorneys or incur other expenses for the collection of Base Rentals or Additional Rentals, or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party contained in the Lease, the defaulting party agrees that it shall on demand therefor pay to the nondefaulting party, to the extent permitted by law, the reasonable fees of such attorneys and such other reasonable expenses so incurred by the nondefaulting party. Notwithstanding the foregoing, any such fees and expenses owed by the Town under the Lease shall constitute Additional Rentals for all purposes of the Lease and shall be subject to Appropriation. THE INDENTURE General The Indenture is being executed and delivered to provide for the execution, delivery and payment of and security for the Certificates, the proceeds of which will be used to finance the Project. The Indenture is being executed and delivered by the Trustee for the benefit of the Owners of the Certificates. The Trust Estate secures the payment of the principal of and interest on the Certificates. The Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other Revenues. The Certificates shall constitute a contract between the Trustee and the Owners. In no event shall any decision by the Council not to appropriate any amounts payable under the Lease be construed to constitute an action impairing such contract. The Certificates shall not constitute a mandatory charge or requirement of the Town in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the Town or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town, within the meaning of any constitutional, Charter or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the Town to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the Town’s then current Fiscal Year. Application of Revenues and Other Moneys All Base Rentals payable under the Lease and other Revenues shall be paid directly to the Trustee. If the Trustee receives any other payments on account of the Lease, the Trustee shall immediately deposit the same as provided below. Except for Net Proceeds to be applied pursuant to Section 10.02 of the Lease, the Trustee shall deposit all Revenues and any other payments received in respect of the Lease, immediately upon receipt thereof, to the Base Rentals Fund in an amount required to cause the aggregate amount on deposit therein to equal the amount then required to make the principal and interest payments due on the Certificates on the next Interest Payment Date. In the event that the Trustee receives Prepayments under the Lease, the Trustee shall apply such Prepayments to the Optional Redemption of the Certificates or portions thereof in accordance with Section 4.01 of the Indenture. B-29 Additional Certificates So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth in the Indenture. The principal of any Additional Certificates shall mature on December 1 and the Interest Payment Dates therefor shall be the same as the Interest Payment Dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide moneys to pay any one or more of the following: (a). the costs of acquiring, constructing, improving and installing any New Facility, or of acquiring a Site for any New Facility (and costs reasonably related thereto); (b). the costs of completing the Project or making, at any time or from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the Town may deem necessary or desirable, and as in accordance with the provisions of the Lease; or (c). for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the Costs of Execution and Delivery of the Additional Certificates and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Additional Certificates may be executed and delivered only upon there being furnished to the Trustee: (a). Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Site Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and (b). A commitment or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased, if necessary, to reflect the amount of the Additional Certificates and all other Outstanding Certificates (or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property); and (c). A written opinion of Special Counsel to the effect that: (i) the execution and delivery of Additional Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; (ii) the excludability of interest from gross income for federal income tax purposes on Outstanding Certificates will not be adversely affected by the execution and delivery of the Additional Certificates being executed and delivered; and (iii) the sale, execution and delivery of the Additional Certificates, in and of themselves, will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations in the Indenture or in the Lease; and (d). Written directions from the underwriter or placement agent with respect of the Additional Certificates, together with written acknowledgment of the Town, to the Trustee to deliver the Additional B-30 Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. (e). Written confirmation that the rating on the Certificates will not be lowered or withdrawn as a result of the issuance of the Additional Certificates. Each Additional Certificate executed and delivered pursuant to the Indenture shall evidence a proportionate interest in the rights to receive the Revenues under the Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. Funds and Accounts The Indenture provides for the creation and establishment of the various funds and accounts as described in the following paragraphs. The Trustee holds these funds and accounts in trust for the benefit of the Owners of the Certificates. The ownership of the Base Rentals Fund, Construction Fund, the Costs of Execution and Delivery Fund, and all accounts within such Funds and any other fund or account created under the Indenture (except defeasance escrow account) shall be held in trust by the Trustee for the benefit of the Owners of the Certificates; provided that moneys in the Rebate Fund shall be used only for the specific purpose provided in Section 3.05 of the Indenture. Base Rentals Fund. A special fund is created under the Indenture and established with the Trustee denominated the “Town of Avon, Colorado, 2016 Lease Purchase Agreement, Base Rentals Fund” which shall be used for the deposit of all Revenues, upon receipt thereof by the Trustee, except for Net Proceeds to be applied pursuant to Section 10.02 of the Lease. Moneys in the Base Rentals Fund shall be used solely for the payment of the principal of and interest on the Certificates whether on an Interest Payment Date, at maturity or upon prior redemption, except as provided in Section 3.05 of the Indenture. The Base Rentals Fund shall be in the custody of the Trustee. The Trustee shall withdraw sufficient funds from the Base Rentals Fund to pay the principal of and interest on the Certificates as the same become due and payable whether on an Interest Payment Date, at maturity or upon prior redemption, which responsibility, to the extent of the moneys therein, the Trustee accepts in the Indenture. Any moneys held in the Base Rentals Fund shall be invested by the Trustee in accordance with Article 5 of the Indenture. Rebate Fund. A special fund is created under the Indenture and established to be held by the Trustee, and to be designated the “Town of Avon, Colorado, 2016 Lease Purchase Agreement, Rebate Fund” (the “Rebate Fund”). To the extent necessary to comply with the provisions of the Tax Certificate, the Trustee shall transfer into the Rebate Fund investment income on moneys in any fund created under the Indenture (except defeasance escrows). In addition to the deposit of investment income as provided in the Indenture, there shall be deposited into the Rebate Fund moneys received from the Town as Additional Rentals for rebate payments pursuant to the Lease; moneys transferred to the Rebate Fund from any other fund created under the Indenture pursuant to the provisions described above; and all other moneys received by the Trustee when accompanied by directions not inconsistent with the Lease or the Indenture that such moneys are to be paid into an account of the Rebate Fund. The Town will cause (or direct the Trustee to cause) amounts on deposit in the Rebate Fund to be forwarded to the United States Treasury at the address and times provided in the Tax Certificate, and in the amounts calculated to ensure that the Town’s rebate obligations are met, in accordance with the Town’s tax covenants in Section 11.5 of the Lease. Amounts on deposit in the Rebate Fund shall not be subject to the lien of the Indenture to the extent that such amounts are required to be paid to the United States Treasury. B-31 If, at any time after the Trustee receives instructions by the Town to make any payments from the Rebate Fund, the Trustee determines that the moneys on deposit in an account of the Rebate Fund are insufficient for the purposes thereof, and if the Trustee does not receive Additional Rentals or there is insufficient investment income on moneys in any fund create under the Indenture so as to make the amount on deposit in the appropriate account in the Rebate Fund sufficient for its purpose, the Trustee shall transfer moneys to an account in the Rebate Fund from the Base Rentals Fund. Any moneys so advanced from the Base Rentals Fund shall be included as an Additional Rental for the current Fiscal Year pursuant to the Lease, and shall be repaid to the fund from which advanced upon payment to the Trustee of such Additional Rentals. Upon receipt by the Trustee of an opinion of Special Counsel to the effect that the amount in an account of the Rebate Fund is in excess of the amount required to be therein pursuant to the provisions of the Tax Certificate, such excess shall be transferred to the Base Rentals Fund. The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report. The Town may, at its own expense, retain an independent firm of professionals in such area to calculate such rebate amounts. Notwithstanding the foregoing, in the event that the Lease has been terminated or the Town has failed to comply with Section 11.5 thereof so as to make the amount on deposit in the appropriate account in Rebate Fund sufficient for its purpose, the Trustee shall make transfers of investment income or of moneys from the Base Rentals Fund in such combination as the Trustee shall determine to be in the best interests of the Certificate Owners. Costs of Execution and Delivery Fund. A special fund is created under the Indenture and established with the Trustee and denominated the “Costs of Execution and Delivery Fund.” Upon the delivery of the Certificates there shall be deposited into the Costs of Execution and Delivery Fund from the proceeds of the Certificates the amounts directed by Section 3.01(c) of the Indenture. Payments from the Costs of Execution and Delivery Fund shall be made by the Trustee upon receipt of a requisition for the provision of Costs of Execution and Delivery of the Certificates approved in writing by the Town Representative and (a) stating the payee, the amount to be paid and the purpose of the payment and (b) certifying that the amount to be paid is due and payable, has not been the subject of any previous requisition and is a proper charge against the Costs of Execution and Delivery Fund. The Trustee may conclusively rely on requisitions submitted in accordance with the Indenture as complete authorization for the disbursements made pursuant thereto and shall not be responsible for any representations or certifications made therein. Any moneys held in the Costs of Execution and Delivery Fund shall be invested by the Trustee in accordance with Article 5 of the Indenture. The Trustee shall transfer all moneys remaining in the Costs of Execution and Delivery Fund to the Town upon the final payment of all Costs of Execution and Delivery, as certified in writing by the Town Representative. Any such remaining amounts so transferred to the Town shall be deposited by the Town in the Base Rentals Fund or applied by the Town to pay costs of the Project. Construction Fund. (a) A special fund is created under the Indenture and established with the Trustee to be designated as the “Town of Avon, Colorado, Series 2016 Lease Purchase Agreement Construction Fund.” (b) Moneys on deposit in the Construction Fund shall be disbursed by the Trustee, upon the written direction of the Town Representative, to pay the Costs of the Leased Property Project (as defined in the Lease) as set forth in Article 7 of the Lease. B-32 (c) Prior to the Completion Date, (i) all income earned from the investment of moneys in the Construction Fund shall be retained in the Construction Fund; provided, however, income from the Construction Fund may be transferred to the Rebate Fund if required by Section 3.05 of the Indenture, and (ii) all such income shall be reinvested or used for purposes of the Construction Fund until transferred, if applicable, as described in subsections (d) and (e) below. (d) Any moneys remaining in the Construction Fund on the Completion Date, except for amounts set aside by the Trustee to pay remaining Costs of the Leased Property Project as provided in the Certificate of Completion (in form as provided in Exhibit F to the Lease) filed with the Trustee by the Town Representative, shall be transferred to the Base Rentals Fund and used for the purposes of such Fund. (e) Any moneys held in the Construction Fund shall be invested by the Trustee in accordance with Article 5 of the Indenture. Investment of Moneys The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment absent a receipt of written notice or information to the contrary. All moneys held as part of the Base Rentals Fund, Construction Fund, the Rebate Fund, the Costs of Execution and Delivery Fund, or any other fund or account created under the Indenture (other than any defeasance escrow accounts) shall be deposited or invested and reinvested by the Trustee, at the written direction of the Town, in Permitted Investments; provided, however, that the Trustee shall make no deposits or investments of any fund or account created under the Indenture which shall interfere with or prevent withdrawals for the purpose for which the moneys so deposited or invested were placed in trust under the Indenture or for payment of the Certificates at or before maturity or interest thereon as required under the Indenture. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank or trust company under common control with the Trustee. Except as otherwise provided in Sections 3.04 and 3.05 of the Indenture, deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. Any interest or other gain from any fund or account created under the Indenture (except defeasance escrows) shall be deposited to the Rebate Fund to the extent required and permitted pursuant to Section 3.05 of the Indenture. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in the Base Rentals Fund is insufficient to pay the principal of and interest on the Certificates when due, or whenever the cash balance in any fund or account created under the Indenture is insufficient to satisfy the purposes of such fund or account. The Trustee agrees in the Indenture to secure and retain the documentation with respect to investments of moneys in the funds and accounts created under the Indenture as required by and as described in the Tax Certificate. The Trustee may rely upon the Town’s written direction as to both the suitability and the legality of the directed investments, and shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions described above. The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when a transfer is required or permitted by the provisions of the Indenture. If the Trustee is not provided written directions concerning investment of moneys held in the Funds, the Trustee shall invest in a money market fund available to the Trustee, provided such investment B-33 matures or are subject to redemption prior to the date such funds will be needed. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the Town shall confirm that the investment transactions identified therein accurately reflect the investment directions of the Town, unless the Town notifies the Trustee in writing to the contrary within thirty (30) days of the date of delivery of such statement. The Trustee may make any and all such investments through its trust department, and it is specifically provided in the Indenture that the Trustee may purchase or invest in shares of any investment company provided that such investments are Permitted Investments at the time of such investment and that such investments: (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial or other services for compensation); (ii) invests substantially all of its assets in short term high quality money market instruments, limited to obligations issued or guaranteed by the United States, or repurchase agreements backed by such obligations; and (iii) maintains a constant asset value per share. The Trustee is specifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, which may be deducted from income earned on investments. In computing the amount in any fund or account (except defeasance escrows), Permitted Investments shall be valued at the market price, exclusive of accrued interest. With respect to all funds and accounts (except defeasance escrows, and except as otherwise provided in the Tax Certificate with respect to the Rebate Fund), valuation shall occur as of December 31 of each year. Defeasance and Discharge of the Indenture (a) When the principal or redemption price (as the case may be) of, and interest on, all the Certificates executed and delivered under the Indenture have been paid or provision has been made for payment of the same (or, in the case of redemption of the Certificates pursuant to Section 4.03 of the Indenture, if full or partial payment of the Certificates and interest thereon is made as provided in Section 4.03 of the Indenture), together with all other sums payable under the Indenture relating to the Certificates (including the fees and expenses of the Trustee), then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Town to the Trustee and to the Owners shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall (1) release the Site Lease and transfer and convey the Trustee’s leasehold interest in the Leased Property to the Town as provided by Article 12 of the Lease, (2) release the Lease and the Indenture, (3) execute such documents to evidence such releases as may be reasonably required by the Town, and (4) turn over to the Town all balances then held by the Trustee in the Funds or Accounts under the Indenture except for amounts held in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates, the particular Certificates (or portion thereof) for which provision for payment shall have been considered made shall be selected by the Town. (b) Provision for the payment of all or a portion of the Certificates shall be deemed to have been made when the Trustee holds in the Base Rentals Fund, or there is on deposit in a separate escrow account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, and/or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, concurrently deposited in trust, shall be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof, as the case may be. Prior to any discharge of the Indenture as described herein or the defeasance of any Certificates pursuant to the provisions described in this section becoming effective, there shall have been delivered to the Trustee a report of an independent firm of nationally recognized certified public B-34 accountants verifying the sufficiency of the escrow established to pay the applicable Certificates in full on the maturity or redemption date thereof unless fully funded with cash. (c) Neither the Federal Securities nor the moneys deposited in the Base Rentals Fund or separate escrow account or trust account as described herein shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal of, premium, if any, and interest on the Certificates or portions thereof; provided, however, that other Federal Securities and moneys may be substituted for the Federal Securities and moneys so deposited prior to their use for such purpose. (d) Whenever moneys or Federal Securities shall be deposited with the Trustee or a separate escrow agent for the payment or redemption of any Certificates more than forty-five (45) days prior to the date that such Certificates are to mature or be redeemed, the Trustee shall mail a notice stating that such moneys or Federal Securities have been deposited and identifying the Certificates for the payment of which such moneys or Federal Securities are being held, to all Owners of Certificates for the payment of which such moneys or Federal Securities are being held, or if such Certificates are registered in the name of the Depository, such notice may be sent, in the alternative, by electronic means in accordance with the regulations of the Depository. (e) At such time as any Certificate shall be deemed paid as provided in (b) above, such Certificate shall no longer be secured by or entitled to the benefits of the Indenture, the Lease or the Site Lease, except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. Events of Indenture Default Each of the following shall be an Event of Indenture Default: (a) failure to pay the principal of or premium, if any, on any Certificate when the same shall become due and payable, whether at the stated maturity thereof or upon proceedings for redemption; (b) failure to pay any installment of interest on any Certificate when the same shall become due and payable; (c) the occurrence of an Event of Nonappropriation; or (d) the occurrence of an Event of Lease Default. Upon the occurrence of any Event of Indenture Default of which the Trustee is required to take notice or receive notice pursuant to Section 8.05, the Trustee shall give notice thereof to the Owners of the Certificates. The Trustee shall waive any Event of Nonappropriation which is cured by the Town within thirty (30) days of the receipt of notice by the Trustee as provided by Section 6.4(b) of the Lease, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. The Trustee may waive any Event of Nonappropriation which is cured by the Town within a reasonable time with the procedure described in the preceding sentence. Remedies General. If any Event of Indenture Default occurs and is continuing, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d) of the Indenture, without any further demand or notice, enforce for the benefit of the Owners of the Certificates each and every right of the Trustee as the lessee under the Site Lease and the lessor under the Lease. In exercising such rights of the Trustee and B-35 the rights given the Trustee under this Article 7 and Article 8, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d) of the Indenture, take such action as, in the judgment of the Trustee, upon advice of its counsel, would best serve the interests of the Owners of the Certificates, including calling the Certificates for redemption prior to their maturity in the manner and subject to the provisions of Article 4 of the Indenture and exercising the Lease Remedies provided in the Lease, provided however that such action shall not include consequential or punitive damages against the Town. Notwithstanding the remedies described above, upon the occurrence of an Event of Nonappropriation or Event of Default as described in the Indenture or in the Lease, in the event that the Trustee shall lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property, as provide in the Lease, the Trustee shall contact the Eagle River Fire Protection District (the “Fire District”), and grant the Fire District the right to cure any such default by payment or payments to the Trustee during the remaining term of the Certificates as provided in the Intergovernmental Agreement between the Town and the Fire District dated as of July 21, 2016. This right to cure is separate and distinct from any right of first refusal provided in the Lease. Legal Proceedings by Trustee. If any Event of Indenture Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of all Outstanding Certificates and receipt of indemnity to its satisfaction, shall, in its capacity as Trustee under the Indenture: (a) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners of the Certificates, including enforcing any rights of the Trustee in respect of the Trustee’s leasehold interests in the Leased Property including its rights as lessor under the Lease and as lessee under the Site Lease and its rights under the Indenture and to enforce the provisions of the Indenture and any collateral rights under the Indenture for the benefit of the Owners of the Certificates; or (b) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of the Certificates; or (c) Take any other action at law or in equity that may appear necessary or desirable to enforce the rights of the Owners of the Certificates. Discontinuance of Proceedings by Trustee. If any proceeding commenced by the Trustee on account of any Event of Indenture Default is discontinued or is determined adversely to the Trustee, then the Owners of the Certificates shall be restored to their former positions and rights under the Indenture as though no such proceeding had been commenced. Owners of Certificates May Direct Proceedings. The Owners of a majority in aggregate principal amount of Outstanding Certificates shall have the right, after furnishing indemnity satisfactory to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such direction shall not be in conflict with any rule of law or with the Indenture or unduly prejudice the rights of minority Owners of the Certificates. Remedies Not Exclusive. Subject to any express limitations contained in the Indenture, no remedy in the Indenture conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given under the Indenture or now or hereafter existing at law or in equity or by statute. Limitations on Actions by Owners of Certificates. No Owner of the Certificates shall have any right to pursue any remedy under the Indenture unless: B-36 (a) the Trustee shall have been given written notice of a default pursuant to Section 8.05, and such default becomes an Event of Indenture Default; (b) the Owners of at least a majority in aggregate principal amount of all Outstanding Certificates shall have requested the Trustee, in writing, to exercise the powers granted by the Indenture to or pursue such remedy in its or their name or names; (c) the Trustee shall have been offered indemnity satisfactory to it as provided in Section 8.01(d) of the Indenture; and (d) the Trustee shall have failed to comply with such request within a reasonable time. Notwithstanding the provisions described above or any other provision of the Indenture, the obligation of the Trustee shall be absolute and unconditional to pay under the Indenture, but solely from the Revenues pledged under the Indenture, the principal of, premium, if any, and interest on the Certificates to the respective Owners thereof on the respective due dates thereof, and nothing in the Indenture shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment. Application of Moneys in Event of Indenture Default Any moneys received, collected or held by the Trustee following an Indenture Event of Default and any other moneys held as part of the Trust Estate (except for moneys held in the Rebate Fund or any defeasance escrow account) shall be applied in the following order: (a) To the payment of the reasonable costs of the Trustee, including, but not limited to, its Counsel fees, and disbursements of the Trustee, and the payment of its reasonable compensation, including any amounts remaining unpaid; (b) To the payment of interest then owing on the Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of interest ratably, without preference or priority of one Certificate over another or of any installment of interest over any other installment of interest; and (c) To the payment of principal or redemption price (as the case may be) then owing on the Outstanding Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or redemption price ratably, without preference or priority of one Certificate over another. The surplus, if any, shall be paid to the Town. Certain Provisions Regarding the Trustee Duties of the Trustee. In the Indenture, the Trustee accepts the provisions of the Site Lease, the Lease and the Indenture and accepts the trusts imposed upon it by the Indenture and agrees to perform said trusts, but only upon and subject to the express terms and conditions set forth in the Site Lease, the Lease and the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Trustee. The Trustee covenants for the benefit of the Owners of the Certificates that the Trustee will observe and comply with its obligations under the Site Lease, the Lease and the Indenture. The Trustee shall at all times, to the extent permitted by law, defend, preserve and protect its interest in the Leased Property and the other property or property rights included in the Trust Estate and B-37 all the rights of the Owners under the Indenture against all claims and demands of all persons whomsoever. The Trustee, prior to the occurrence of an Event of Indenture Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Lease and in the Indenture. If an Event of Indenture Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and power vested in it by the Lease and the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in conducting such person’s affairs in exercising any rights or remedies or performing any of its duties under the Indenture. Before taking any action under the Indenture the Trustee may require that satisfactory indemnity be furnished to it by the Certificate Owners for the reimbursement of all costs and expenses which it may incur and to protect it against all liability, including, but not limited to, any liability arising directly or indirectly under any federal, state or local statute, rule, law or resolution related to the protection of the environment or hazardous substances, except liability which may result from its negligence or willful misconduct, by reason of any action so taken. Liability of Trustee; Trustee’s Use of Agents. The Trustee shall be liable only for its own negligence or willful misconduct. However, the Trustee shall not be liable for any error of judgment made in good faith, provided the Trustee was not negligent in ascertaining the pertinent facts. The Trustee may exercise any powers under the Indenture and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to the advice or opinion of Counsel concerning all matters involving the Trustee’s duties under the Indenture, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts of the Indenture. The Trustee may rely and act upon the opinion or advice of Counsel engaged by the Trustee in the exercise of reasonable care without liability for any loss or damage resulting from any action or omission taken in good faith reliance upon that opinion or advice. Compensation. The Trustee shall be entitled to payment and reimbursement for its reasonable fees and expenses for its services rendered under the Indenture as and when the same become due and all expenses reasonably and necessarily made or incurred by the Trustee in connection with such services as and when the same become due, as provided in Section 6.2 of the Lease. Should it become necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary costs and expenses are occasioned by negligence or willful misconduct of the Trustee, it shall not be entitled to compensation or reimbursement therefor. The rights of the Trustee to payments as described above shall be superior to the rights of the Owners with respect to the Trust Estate. Notice of Default; Right to Investigate. If an Event of Indenture Default occurs of which the Trustee is deemed to have notice pursuant to the Indenture, the Trustee shall, within thirty (30) days after it receives notice thereof, give written notice by first class mail to the Owners of the Certificates of all Events of Indenture Default known to the Trustee and send a copy of such notice to the Town, unless such defaults have been remedied. The Trustee shall not be required to take notice or be deemed to have notice of any default unless it has actual knowledge thereof or has been notified in writing of such default by the Town or the Owners of at least 25% in aggregate principal amount of the Outstanding Certificates. The Trustee may, however, at any time request the Town to provide full information as to the performance of any covenant under the Lease; and, if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into any matter related to the Site Lease, the Lease and the Leased Property. B-38 Obligation to Act on Defaults. If any Event of Indenture Default shall have occurred and be continuing of which the Trustee has actual knowledge or notice pursuant to 8.05, the Trustee shall exercise such of the rights and remedies vested in it by the Indenture and shall use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of his or her own affairs; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity satisfactory to it for the reimbursement of all costs and expenses (including, without limitation, attorney’s fees and expenses) to which it may be put and to protect it against all liability which may incur in or by reason of such action, except liability which is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken.. Resignation and Removal of Trustee. The Trustee may resign and be discharged of the trusts created by the Indenture by written resignation filed with the Town not less than sixty (60) days before the date when it is to take effect; provided notice of such resignation is sent by electronic means or mailed by registered or certified mail to the Owner of each Outstanding Certificate at the address shown on the registration books. Such resignation shall take effect only upon the appointment of a successor Trustee. If no successor Trustee is appointed within sixty (60) days following the date designated for the resignation of the Trustee, the resigning Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds, or to other amounts due arising prior to the date of such resignation shall survive resignation. Any Trustee under the Indenture may be removed at any time, after payment of all outstanding fees and expenses of the Trustee being so removed, by the Town or by the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, upon written notice being filed with the Trustee, the Town and the Owner of each Outstanding Certificate at the address shown on the registration books. Such removal shall take effect only upon the appointment of a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds or to other amounts due arising prior to the date of such removal shall survive removal. Appointment of Successor Trustee. If the Trustee or any successor trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Town shall appoint a successor, and shall cause a notice of such appointment to be mailed by registered or certified mail to the Owners of all Outstanding Certificates at the address shown on the registration books. If the Town fails to make such appointment within thirty (30) days after the date notice of resignation is filed, the Owners of a majority in aggregate principal amount of the Certificates then Outstanding may do so. If the Owners have failed to make such appointment within thirty (30) days after the date notice of resignation is filed, the Trustee may petition a court of competent jurisdiction to make such appointment. Any successor trustee shall be a national or State bank with trust powers or a bank and trust company or a trust company, in each case having capital and surplus of at least $50,000,000, if there be one able and willing to accept the trust on reasonable and customary terms. Any corporation into which any Trustee under the Indenture may be merged or with which it may be consolidated, or any corporation resulting from any sale, merger or consolidation of its corporate trust business to which any Trustee under the Indenture shall be a party, shall be the successor trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties to the Indenture, anything in the Indenture to the contrary notwithstanding. B-39 Supplemental Indentures Amendments Not Requiring Certificate Owners’ Consent. The Trustee may, with the written consent of the Town, but without the consent of or notice to the Owners, enter into such indentures or agreements supplemental to the Indenture, for any one or more or all of the following purposes: (a) to grant additional powers or rights to the Trustee; (b) to make any amendments necessary or desirable to obtain or maintain a rating from any Rating Agency rating the Certificates; (c) to authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in Section 2.08 of the Indenture; (d) in order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Certificates; or (e) for any purpose not inconsistent with the terms of the Indenture or to cure any ambiguity, or to correct or supplement any provision contained in the Indenture which may be defective or inconsistent with any other provisions contained in the Indenture or to make such other amendments to the Indenture which do not materially adversely affect the interests of the Owners of the Certificates. Amendments Requiring Certificate Owners’ Consent. (a) Exclusive of supplemental indentures and amendments covered by Section 9.01 of the Indenture (described above in “Amendments Not Requiring Certificate Owners’ Consent”), the written consent of the Town and the consent of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, shall be required for any indenture or indentures supplemental to the Indenture. (b) Notwithstanding the foregoing, without the consent of the Owners of all of the Certificates at the time Outstanding nothing contained in the Indenture shall permit, or be construed as permitting: (i) A change in the terms of redemption or maturity of the principal amount of or the interest on any Outstanding Certificate, or a reduction in the principal amount of or premium payable upon any redemption of any Outstanding Certificate or the rate of interest thereon, without the consent of the owner of such Certificate; (ii) The deprivation of the Owner of any Certificate then Outstanding of the interest created by the Indenture (other than as originally permitted by the Indenture) without the consent of the Owner of such Certificate; (iii) A privilege or priority of any Certificate or Certificates over any other Certificate or Certificates (except with respect to the possible subordination of Additional Certificates); or (iv) A reduction in the aggregate principal amount of the Certificates required for consent to such supplemental indenture. If at any time the Town shall request the Trustee to enter into a supplemental indenture which requires the consent of the Certificate Owners as provided in the Indenture, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed to the Registered Owners of the Certificates at the addresses last shown on the registration records of the Trustee. Such notice shall briefly set forth the nature of the B-40 proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Certificate Owners. If, within 60 days or such longer period as shall be prescribed by the Town following the mailing of such notice, the required consents have been furnished to the Trustee as provided in the Indenture, no Certificate Owner shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee from executing the same or from taking any action pursuant to the provisions thereof. Amendment of the Lease and the Site Lease (a) The Trustee and the Town shall have the right to amend the Lease and the Site Lease without the consent of or notice to the Owners of the Certificates, for one or more of the following purposes: (1) to add covenants of the Trustee or the Town or to grant additional powers or rights to the Trustee; (2) to make any amendments necessary or desirable to obtain or maintain a rating from any Rating Agency of the Certificates; (3) in order to more precisely identify the Leased Property, including any substitutions, additions or modifications to the Leased Property as the case may be, as may be authorized under the Site Lease and the Lease; (4) to make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with Section 2.08 of the Indenture; (5) in order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Certificates; or (6) for any purpose not inconsistent with the terms of the Indenture or to cure any ambiguity or to correct or supplement any provision contained therein or in any amendment thereto which may be defective or inconsistent with any other provision contained therein or in any amendment thereto or to make such other amendments to the Lease or the Site Lease which do not materially adversely affect the interests of the Owners of the Certificates. (b) If Town proposes to amend the Lease or the Site Lease in such a way as would materially adversely affect the interests of the Owners of the Certificates, the Trustee shall notify the Owners of the Certificates of the proposed amendment and may consent thereto only with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates; provided, that the Trustee shall not, without the unanimous consent of the Owners of all Certificates Outstanding, consent to any amendment which would (1) decrease the amounts payable in respect of the Lease, or (2) change the Base Rentals Payment Dates or (3) change any of the prepayment provisions of the Lease. C-1 APPENDIX C BOOK-ENTRY ONLY SYSTEM DTC will act as securities depository for the Certificates. The Certificates will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Certificates, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC’s records. The ownership interest of each actual purchaser of each Certificate (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Certificates, except in the event that use of the book-entry system for the Certificates is discontinued. To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. C-2 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Certificates, such as redemptions, tenders, defaults, and proposed amendments to the Certificate documents. For example, Beneficial Owners of Certificates may wish to ascertain that the nominee holding the Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Certificates within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Town as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, interest and redemption proceeds on the Certificates will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Town or the Trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or the Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest or redemption proceeds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Town or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving reasonable notice to the Town or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Certificates are required to be printed and delivered. The Town may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Town believes to be reliable, but the Town takes no responsibility for the accuracy thereof. D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the Town of Avon, Colorado (the “Town”), in connection with its authorization, execution and delivery of a Lease Purchase Agreement, dated as of August 2, 2016 (the “Lease”), between UMB Bank, n.a., solely in its capacity as trustee under the Indenture described herein (the “Trustee”), as lessor, and the Town, as lessee, and the execution and delivery of the Certificates of Participation, Series 2016, in the aggregate principal amount of $6,300,000 (the “Certificates”), evidencing proportionate interests in base rentals and other revenues under the Lease. The Certificates are being executed and delivered pursuant to an Indenture of Trust, dated as of August 2, 2016 (the “Indenture”), by the Trustee. The Town covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Town for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Town pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean, initially, the Town, or any successor Dissemination Agent designated in writing by the Town and which has filed with the Town a written acceptance of such designation. “Material Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system available on the Internet at http://emma.msrb.org. “Participating Underwriter” shall mean the original underwriter of the Certificates required to comply with the Rule in connection with an offering of the Certificates. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. Provision of Annual Reports. a. The Town shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of the Town’s fiscal year of each year, commencing nine (9) months following the end of the Town’s fiscal year ending December 31, 2016, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Town shall provide the Annual Report to the Dissemination Agent (if other than the Town). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross- D-2 reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Town may be submitted separately from the balance of the Annual Report. The information to be updated may be reported in any format chosen by the Town; it is not required that the format reflected in this Official Statement be used in future years. b. If the Town is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Town shall file or cause to be filed with the MSRB a notice in substantially the form attached as Exhibit “A.” c. The Dissemination Agent shall: (1) determine each year prior to the date for providing the Annual Report the appropriate electronic format prescribed by the MSRB; (2) if the Dissemination Agent is other than the Town, send written notice to the Town at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) if the Dissemination Agent is other than the Town, file a report with the Town certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the entities to which it was provided. SECTION 4. Content of Annual Reports. The Town’s Annual Report shall contain or incorporate by reference the following: a. A copy of its annual financial statements prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. b. An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Certificates. Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Town or related public entities, which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Town shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Material Events. The Town shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, notice of any of the events listed below with respect to the Certificates: a. Principal and interest payment delinquencies; b. Non-payment related defaults, if material; c. Unscheduled draws on debt service reserves reflecting financial difficulties; d. Unscheduled draws on credit enhancements reflecting financial difficulties; e. Substitution of credit or liquidity providers or their failure to perform; D-3 f. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; g. Modifications to rights of bondholders, if material; h. Bond calls, if material, and tender offers; i. Defeasances; j. Release, substitution or sale of property securing repayment of the Certificates, if material; k. Rating changes; l. Bankruptcy, insolvency, receivership or similar event of the obligated person;1 m. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and n. Appointment of a successor or additional trustee or the change of name of a trustee, if material. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word-searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Town’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Certificates; (ii) the date that the Town no longer constitutes an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non- appealable action, have been repealed retroactively or otherwise do not apply to the Certificates. SECTION 8. Dissemination Agent. The Town may, from time to time, appoint or engage a Dissemination Agent to assist the Town in carrying out its obligations under this Disclosure 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. D-4 Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Town may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Certificates, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Town will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Town from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Disclosure Certificate. If the Town chooses to include any information in any Annual Report or notice of occurrence of a Material Event in addition to that which is specifically required by this Disclosure Certificate, the Town shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. SECTION 11. Default. In the event of a failure of the Town to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Town to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Lease, and the sole remedy under this Disclosure Certificate in the event of any failure of the Town to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Town, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. DATE: August 2, 2016 TOWN OF AVON, COLORADO By __________________________________________ Mayor D-5 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Town of Avon, Colorado Name of Bond Issue: $6,300,000 aggregate principal amount of Certificates of Participation, Series 2016, Evidencing Proportionate Interests in the Right to Receive Base Rentals and Other Revenues Under a Lease Purchase Agreement between UMB Bank, n.a., as lessor, and the Town, as lessee. Date of Issuance: August 2, 2016. NOTICE IS HEREBY GIVEN that the Town has not provided an Annual Report with respect to the Certificates as required by Section 11.6 of the Lease Purchase Agreement, dated as of August 2, 2016, and the Continuing Disclosure Certificate executed on August 2, 2016, by the Town. The Town anticipates that the Annual Report will be filed by _____________ ___, 20___. Dated: ______________, _____ TOWN OF AVON, COLORADO By: Mayor D-6 EXHIBIT “B” INDEX OF OFFICIAL STATEMENT TABLES TO BE UPDATED See page -iv- of this Official Statement E-1 APPENDIX E FORM OF OPINION OF SPECIAL COUNSEL [Closing date] Town of Avon, Colorado One Lake Street P.O. Box 975 Avon, Colorado 81620 $6,300,000 Certificates of Participation, Series 2016 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement, dated as of August 2, 2016, between UMB Bank, n.a., solely in its capacity as trustee under the Indenture, as lessor and the Town of Avon, Colorado, as lessee Ladies and Gentlemen: We have acted as special counsel to the Town of Avon, Colorado (the “Town”), in connection with its authorization, execution and delivery of the Site Lease, dated as of August 2, 2016 (the “Site Lease”), between the Town, as lessor, and UMB Bank, n.a., solely in its capacity as trustee (the “Trustee”) under the Indenture (as hereinafter defined), as lessee, and the Lease Purchase Agreement, dated as of August 2, 2016 (the “Lease”), between the Trustee, as lessor, and the Town, as lessee. Certificates of Participation, Series 2016, dated August 2, 2016, in the aggregate principal amount of $6,300,000 (the “Certificates”), are authorized under an Indenture of Trust, dated as of August 2, 2016 (the “Indenture”), executed and delivered by the Trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Site Lease, the Lease, and the Indenture. The Certificates evidence proportionate interests in the Base Rentals and certain other revenues paid under the Lease, as provided in the Certificates, the Lease and the Indenture. In such capacity as special counsel, we have examined certified proceedings of the Town Council of the Town, the Site Lease, the Lease, the Indenture, the Certificates, and such other documents and such law of the State of Colorado and of the United States of America as we have deemed necessary to render this opinion letter. Regarding questions of fact material to our opinions, we have relied upon the certified proceedings of the Town, certifications of the Trustee, certifications of the purchaser of the Certificates, and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon such examination, it is our opinion as special counsel that: 1. The Site Lease and the Lease have been duly authorized by the Town and duly executed and delivered by authorized officials of the Town and, assuming due authorization, execution and delivery by the Trustee, constitute valid and binding obligations of the Town. None of the Site Lease, the Lease, or the Certificates constitutes a general obligation, other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional, home rule charter or statutory debt limitation. Notwithstanding the foregoing, the Town’s failure specifically to budget and appropriate E-2 funds to make payments due under the Lease for the ensuing Fiscal Year will extinguish the obligations of the Town to pay Base Rentals and Additional Rentals beyond the then current Fiscal Year. 2. Assuming the due authorization, execution, and delivery of the Site Lease, the Lease, and the Indenture by the Trustee, and the due execution and delivery of the Certificates by the Trustee, the Certificates evidence valid and binding proportionate interests in the right to receive certain payments under the Lease. 3. The portion of the Base Rentals which is designated in the Lease as interest and paid as interest on the Certificates is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date hereof (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, except that such interest is required to be included in calculating the adjusted current earnings adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, and is excludable from Colorado taxable income or Colorado alternative minimum taxable income under Colorado income tax laws in effect as of the date hereof; except that we express no opinion as to the effect which any termination of the Town’s obligations under the Lease may have upon the treatment for federal or Colorado income tax purposes of any moneys received or paid under the Indenture subsequent to such termination. The opinions expressed in this paragraph assume continuous compliance with the covenants and representations contained in the Town’s certified proceedings and in certain other documents and certain other certifications furnished to us. The opinions expressed in this opinion letter are subject to the following: The rights of the owners of the Certificates and the enforceability of the Certificates, the Site Lease and the Lease are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. In rendering the foregoing opinions, we are not opining upon matters relating to the corporate status of the Trustee, the power of the Trustee to execute or deliver the Site Lease, the Lease, the Indenture or the Certificates, or the enforceability of the Site Lease, the Lease, the Indenture or the Certificates against the Trustee. In this opinion letter issued in our capacity as special counsel, we are opining only upon those matters set forth herein and we are not passing upon the accuracy, adequacy or completeness of any statements made in connection with any offer or sale of the Certificates, or upon any federal or state tax consequences arising from the receipt or accrual of interest with respect to, or the rights and obligations under, the Site Lease, the Lease, or the Certificates, except those specifically addressed in paragraph 3 above, or upon any matters pertaining to the priority of any security instrument executed in connection with this transaction, the existence of any liens or other encumbrances on the Leased Property, the ownership of or proper description of any property included in the Leased Property, or any other real estate matters related to the Leased Property. This opinion letter is issued as of the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, BUTLER SNOW LLP Town of Avon Certificates of Participation, Series 2025 Timetable – July 14, 2025 Date Event Parties 7/10/25 Kick-Off Call All 7/15/25 Documents & Cover Memo Prepared for Board Packet BC 7/22/25 Council Meeting – First Reading of COP Documents I, BC, UW 7/28/25 Town Sends POS Information to Butler Snow I 7/31/25 Draft of POS Distributed to Working Group BC 8/7/25 Call to Review POS & Financing Documents All 8/11/25 Send Financing Package to Rating Agencies & COP Insurers UW 8/12/25 Council Meeting – Authorize COP Documents I, BC, UW 8/14/25 Distribute Due Diligence Questionnaire UW 8/13 or 14 Rating Call I, UW 8/21/25 Due Diligence Call I, BC, UW 8/22/25 Receive Rating I, UW 8/26/25 Receive COP Insurance Bids I, UW 8/28/25 Post the POS BC 9/8/25 Pre-Pricing Call I, UW 9/9/25 Pricing & Sign the Certificate Purchase Agreement I, BC, UW 9/16/25 Closing All Financing Team: I - Town of Avon BC - Butler Snow UW - Piper Sandler PA - UMB Su M Tu W Th F Sa Su M Tu W Th F Sa Su M Tu W Th F Sa 1 2 3 4 5 1 2 1 2 3 4 5 6 6 7 8 9 10 11 12 3 4 5 6 7 8 9 7 8 9 10 11 12 13 13 14 15 16 17 18 19 10 11 12 13 14 15 16 14 15 16 17 18 19 20 20 21 22 23 24 25 26 17 18 19 20 21 22 23 21 22 23 24 25 26 27 27 28 29 30 31 24 25 26 27 28 29 30 28 29 30 31 31 JULY 2025 AUGUST 2025 SEPTEMBER 2025 Attachment G 970-748-4023 jskinner@avon.org Page 1 of 7 TO: Honorable Mayor Underwood and Council Members FROM: Jena Skinner, AICP, Planning Manager RE: PUBLIC HEARING: Ordinance 25-06 – First Reading CTA-24002 Code Text Amendments DATE: August 7, 2025 SUMMARY: This report presents first reading of Ordinance 25-06 for a Code Text Amendment (“CTA”) application to the Town Council (“Council”) for the purpose of modifying and updating certain provisions of the Avon Municipal Code (“Code”). On February 9, 2023, Staff provided the Council with a list of items that needed updates for their consideration and approval to pursue several modifications. This package includes the items identified by the Council as requiring action, as well as additional changes necessary to comply with directives from the State of Colorado. The Avon Planning and Zoning Commission (“PZC”) has reviewed this package and recommended approval of the proposed modifications. While there are several edits being proposed, only three (3) introduce new provisions: 7.16.045 Town Core Boundary, 7.20.085 – Mixed-use and Commercial District Encroachments, and the proposed Appendix C – Plat Certificates. Exhibit A provides a summary of changes for this Ordinance package. Any proposed changes for this package will be implemented prior to second reading of this Ordinance. OVERVIEW: This Code Text Amendment package predominantly affects Title 7: Development Code, which is largely administered and utilized by the Community Development Department. Affected language being inserted, added, or modified is red color, underlined, with language being deleted black color, and bold with strikethrough for the purposes of showing certain numbers or letters as being stricken (e.g., the number 4 is hard to see with an un-bolded strikethrough). The proposed modifications affect the following sections: • 7.08.010 General Definitions • 7.16 Development Review Procedures • 7.16.020 General Procedures and Requirements • 7.16.030 Comprehensive Plan Amendment • 7.16.040 Code Text Amendment • 7.16.045 Town Core Boundary Map (New Section) • 7.16.050 Rezonings • 7.16.060 Planned Unit Development (PUD) • 7.16.070 Subdivisions • 7.16.080 Development Plan • 7.16.100 Special Review Use • 7.16.110 Variance • 7.16.120 Alternative Design equivalent compliance. • 7.16.130 Right-Of-Way Vacation • 7.16.140 Vested Property Right • 7.16.150 Location, Character and Extent • 7.16.160 Sign Plan • 7.20.085 Mixed-use and Commercial District Encroachments (New Section) • 7.20-13 Town Center Zone District CTA24002 Code Text Amendments August 7, 2025 Page 2 of 7 •7.24 Use Regulations •7.24.040 Table of Allowed Uses •7.24.060 Special Review Uses (as related to 7.24.040) •7.28 Development Standards •7.28.030 Access Drive Requirements •7.28.060 Screening •7.28.080 Fences •7.28.090 Design Standards •7.32.040 Trail Design •7.34.010 Sign Code •8.24.065 Driveways Must Be Paved •Appendix C – Plat Certificates (New Section GOALS: The proposed Code Text Amendments are designed to make our provisions clear and accessible, promoting equity among users. Outdated regulatory language often confuses the public as terms used are often specialized or legal terms, and over time, the language has become inconsistent in its style with amendments made by different consultants and personnel. As we prepare Avon for infill development and redevelopment, it's crucial to modernize our Code for all users. The growing number of requests for design standard modifications like 2:12 roof pitches, and allowances for equipment encroachments, such as solar batteries and heat pumps, highlights this need and supports our sustainability goals. Additionally, clarifying improved use requirements will help avoid conflicts with new uses on developed properties. This clarity will enhance public understanding of the application approval process, and consistent language throughout our Code will streamline development applications, making the process more efficient for everyone involved. PROCESS: The Town Council directed Staff to submit an application for several amendments in the fall of 2023. Since that time, the staff has been working on assembling and analyzing all sections affected by this amendment package with internal referral entities. Additionally, Staff has been managing other higher-priority applications, including Code Text Amendments such as the introduction of the Community Housing Zone Districts and various important projects related to the Comprehensive Plan and its associated plans, including the Sun Road Redevelopment Plan and the Three-Mile Plan. PUBLIC NOTIFICATION: The Application was publicly notified in the Vail Daily on April 10, 2025, and was continued on record to June 23, 2025 for PZC review. This file was also published on July 25, 2025. No public comments have been received outside of additional internal reviews. STAFF ANALYSIS & REPORT PZCPUBLIC HEARING RECOMMENDATION 4/21/25 6/23/25 TOWN COUNCILORDINANCE & PUBLIC HEARING 8/12/25 TOWN COUNCILINITIATION October 24, 2023 CTA24002 Code Text Amendments August 7, 2025 Page 3 of 7 DISCUSSION: Staff’s primary goals is to enhance the clarity and communication of the Avon Code for all users, as regulatory codes are increasingly recognized as a form of equity within our community systems. This amendment has been reviewed by several entities, including the Planning and Zoning Commission (PZC), internal Staff, and the public. Although it is lengthy, this packge does not include a lot of new and or additional information, beyond what is needed for clarifying the existing language. This amendment package does not aim to rewrite Avon’s Code, which has been amended and updated at various times. Instead, these amendments address repetitive issues that have arisen in processing various planning applications and administering our Code in relation to those applications. Staff has identified several provisions that are inconsistent in terms of language, writing style, references, and formatting. The goal is to ensure that the sections of the Code affecting development (planning and building) present information and requirements consistently. This consistency is particularly important in sections related to application processes. The language, especially in Title 7, must be clear, understandable, and accessible for both the public and internal communication when analyzing applications, particularly those that are quasi-judicial. The Town Attorney has also added a recent amendment language regarding Family Child Care Home to Section 7.24.050 in response to a revision to the State of Colorado statutes. This update ensures that this use is in alignment with this State modification. This obligation has not been previously assessed by Town Council. PLANNING ANALYSIS: The following section includes the applicable commentary and analysis for CTA24002 (Code Text Amendment). CODE TEXT AMENDMENT: REVIEW CRITERIA: The Planning and Zoning Commission and Town Council must consider a set of review criteria when reviewing code changes. The review criteria for Code Text Amendments are governed by Avon Municipal Code (“AMC”) §7.16.040, Code Text Amendments. Staff responses to each review criterion are provided below. (1)The text amendment promotes the health, safety and general welfare of the Avoncommunity; Staff Response: This update aims to improve the health, safety, and welfare of the Avon community by enhancing understanding of the regulations and updating outdated provisions thatmay cause communication barriers. Clarifying expectations for implementing these standards isessential for promoting equity and strengthening Town-resident relationships. Additionally, it'simportant to keep this Code relevant to our culture and to adapt to changes in design standards, technology, and the Town's goals to improve the general welfare of our community. (2)The text amendment promotes or implements the goals and policies of the AvonComprehensive Plan; Staff Response: This amendment attempts to improve the Code to support new developments pending redeveloping areas like Sun Road or clarifying processes for the public wishing to modify land useopportunities Many of the proposed modifications indirectly support the Town by removing communication CTA24002 Code Text Amendments August 7, 2025 Page 4 of 7 barriers to assist Staff in administrating these land uses. Per the Comprehensive Plan, Policy C.1.1: Regularly update and enhance the Avon land use regulations and District Master Plans for innovative design approaches and positive development outcomes. Over the last year, several shifts have occurred within Avon and nationwide when discussing land uses, processes, and technology. To that point, this code amendment could go much further in its modifications, knowing that redevelopment is inevitable in Avon. The majority of the proposed changes have all been discussed with Town Council prior to formally presenting this application, and this package reflects their direction as well as the State's recommendation1 to ensure the relevance of the Code as it pertains to land use and development, especially considering Avon’s goal to enhance Community Housing. (3)The text amendment promotes or implements the purposes stated in this DevelopmentCode; or Staff Response: Section 7.04.030 Purposes of the Development Code lists several pertinent goalsand purposes for the Avon community that support Staff’s efforts to enhance the Avon Municipal Code. The most relevant goals that may be applied include the following: •Implement the goals and policies of the Avon Comprehensive Plan and other applicableplanning documents of the Town •This includes the Avon Housing Plan, Sun Road Redevelopment (Sub Area) Plan, andthe recently adopted Three-Mile Plan. All of these plans support comprehensive futureredevelopment. •Provide a planned and orderly use of land, protection of the environment and preservation ofviability, all to conserve the value of the investments of the people of the Avon community andencourage a high quality of life and the most appropriate use of land throughout the municipality •Achieve innovation and advancement in design of the built environment to improve efficiency, reduce energy consumption, reduce emission of pollutants, reduce consumption of non-renewable natural resources and attain sustainability •For example, the simple addition of encroachments into the Code allows existingresidential homes to implement or increase electrification by permitting exteriorequipment to be placed in these presently prohibited areas. •Prevent the inefficient use of land; avoid increased demands on public services and facilitieswhich exceed capacity or degrade the level of service for existing residents; provide for phaseddevelopment of government services and facilities which maximizes efficiency and optimizescosts to taxpayers and users; and promote sufficient, economical and high-quality provision ofall public services and public facilities, including but not limited to water, sewage, schools,libraries, police, parks, recreation, open space and medical facilities. 1 DOLA, Updating Land Use Policies & Processes, 2024 CTA24002 Code Text Amendments August 7, 2025 Page 5 of 7 •Clarifying processes and expectations of applications to the public helps avoid lengthyback and forth between Staff and applicants when applying for developmentapplications. This is especially important when considering the implementation of newCommunity Housing development. (4)The text amendment is necessary or desirable to respond to changed conditions, newplanning concepts or other social or economic conditions. Staff Response: Most of these Code Text Amendments aim to clarify and improve the usability ofaffected provisions while reflecting standard land use practices and universal language. Forexample, many provisions regarding design standards are being updated to better align withmodern architectural trends. This reflects the many Alternative Design applications issued between 2023-2025, which all feature roofs that are less pitched compared to traditional designs. Another key focus of these amendments is to modify language to reflect social changes, particularlyregarding the term "master." Current practice is to remove "master" where possible and replace itwith more suitable alternatives. For instance, "Master Sign Plan" is being changed to "SignProgram." The term "master" historically conveys dominance and authority, implying a subordinate position exists, so its removal is intended to foster a more inclusive and neutral environment.Alternative terms might include Primary, Main, Original, Comprehensive, Parent, and Municipal. To increase consistency with the language on subdivision plats, a new appendix containing theappropriate certificates, will assist surveyors creating these documents. In summary, these proposed amendments do not remove or alter the intentions or purposes of theAvon Municipal Code. Rather, their overall goal is to ensure consistency and in modernizing thelanguage, making the Code simpler, clearer, and more user-friendly for all. GENERAL REVIEW CRITERIA (applicable to both applications): Conformance with General Review Criteria in AMC §7.16.010(f)(1), General Criteria, which provides criteria that are applicable to all development applications: (1)Review Criteria. The reviewing authority shall be Director when the Director has the authorityto administratively approve a development application. The reviewing authority shall be thePZC and/or Town Council for all development applications which are subject to publichearing. The reviewing authority shall review development applications for compliance withall relevant standards and criteria as set forth in the specific procedures for the particularapplication in this Development Code, as well as the following general criteria which shallapply to all development applications: (i)The development application is complete; (ii)The development application provides sufficient information to allow the reviewingauthority to determine that the development application complies with the relevantreview criteria; CTA24002 Code Text Amendments August 7, 2025 Page 6 of 7 (iii)The development application complies with the goals and policies of the AvonComprehensive Plan; and (iv)The demand for public services or infrastructure exceeding current capacity ismitigated by the development application. Staff Response: Staff believes sufficient information exists to allow Council to review this application with the applicable review criteria This Amendment application will not impact demands for public services or infrastructure because it is not a development application. Specific to (iv), the General Review Criteria provisions are geared toward development applications to ensure that a new development plan will neither injure nor cause significant disruptions to existing development. This Amendment will not result in construction activities and, as such, does not affect impacts to services or infrastructure; however, the amendment should clarify processes and requirements for future developers and assist in promoting best practices in increasing the communication of the Avon Development Code and to users thereof. RECOMMENDED FINDINGS: CTA24002: 1.The text amendment promotes the health, safety and general welfare of the Avon community byfocusing on simplification and or making the language used with in the affected sections morelinear and straight forward, increasing the equitability for all users;2.This text amendment promotes and strengthens the implementation of the updated goals andpolicies of the Avon Comprehensive Plan and supporting plans;3.The text amendment consistently promotes or implements the purposes stated in thisDevelopment Code with the new language pertaining to future redevelopment; and4.The text amendment is necessary or desirable to respond to changed conditions, new planningconcepts or other social or economic conditions, as being forward thinking is a priority for Avon. GENERAL CRITERIA FINDINGS: 1.The development application is complete;2.The development application provides sufficient information to allow the reviewing authority todetermine if it complies with the relevant review criteria;3.The development application complies with the goals and policies of the Avon Comprehensive Plan;and4.The demand for public services or infrastructure exceeding current capacity does not requiremitigation as there is no development application accompanying the Code Text Amendment thatresults in a physical project that utilizes public services or infrastructure. OPTIONS: TC has the following options with the Application: •Approve of the application as drafted •Approve of the application with changes •Continue the public hearing to a specific date •Denial, with findings CTA24002 Code Text Amendments August 7, 2025 Page 7 of 7 RECOMMENDATION: Approval of this Ordinance and Code Text Amendment package/application. PROPOSED MOTION: “I move to approve First Reading of Ordinance 25-06, an amendment to the Avon Municipal Code, based on the findings in Sections §7.16.040, Code Text Amendments, and §7.16.010(f)(1) General Criteria (for an application), as presented and outlined in the presented report.” Thank you, Jena ATTACHMENT A: Proposed Ordinance EXHIBIT A: Proposed Code Text Amendments ATTACHMENT A Ord 25-06 Code Text Amendment: General/Various Page 1 of 3 ORDINANCE 25-06 AMENDING TITLES 7 AND 8 OF THE AVON MUNICIPAL CODE WHEREAS, the Town of Avon (“Town”) is a home rule municipal corporation and body politic organized under the laws of the State of Colorado and possessing the maximum powers, authority, and privileges to which it is entitled under Colorado law; and WHEREAS, The Town Council of the Town of Avon (“Applicant” or “Council”) has submitted a Code Text Amendment (“CTA”) application to modify the following sections: •7.08.010 General Definitions •7.16 Development Review Procedures •7.16.020 General Procedures and Requirements •7.16.030 Comprehensive Plan Amendment •7.16.040 Code Text Amendment •7.16.045 Town Core Boundary Map (New Section) •7.16.050 Rezonings •7.16.060 Planned Unit Development (PUD) •7.16.070 Subdivisions •7.16.080 Development Plan •7.16.100 Special Review Use •7.16.110 Variance •7.16.120 Alternative Design equivalent compliance. •7.16.130 Right-Of-Way Vacation •7.16.140 Vested Property Right •7.16.150 Location, Character and Extent •7.16.160 Sign Plan •7.20.085 Mixed-use and Commercial District Encroachments (New Section) •7.20-13 – Dimensions for the Town Center District •7.24 Use Regulations •7.24.040 Table of Allowed Uses •7.24.060 Special Review Uses (as related to 7.24.040) •7.28 Development Standards •7.28.030 Access Drive Requirements •7.28.060 Screening •7.28.080 Fences •7.28.090 Design Standards •7.32.040 Trail Design •7.34.010 Sign Code •8.24.065 Driveways Must Be Paved ATTACHMENT A Ord 25-06 Code Text Amendment: General/Various Page 2 of 3 • Appendix C – Plat Certificates (New Section); and WHEREAS, the Town of Avon Planning & Zoning Commission (“PZC”), after publishing and posting notice as required by law, held a public hearing on April 21, 2025, and June 23, 2025, and, prior to formulating a recommendation to the Town Council considered all comments, testimony, evidence, and Town Staff reports, and then took action to adopt Findings of Fact and made a recommendation to the Town Council to approve the Application; and WHEREAS, in accordance with AMC §7.12.020, Council and in addition to other authority granted by the Town Charter, its ordinances, and State of Colorado law, has review and decision-making authority to approve, approve with conditions or deny the Application; and WHEREAS, after publishing and posting notice in accordance with the requirements of AMC Section 7.16.020(d), Step 4: Notice, Council held a public hearing on August 12, 2025, and prior to taking final action considering all comments, testimony, evidence, and Town Staff reports; and then took action by approving this Ordinance; and WHEREAS, pursuant to AMC §7.16.040, Code Text Amendments, the Town Council has considered the applicable review criteria for a Code Text Amendment application; and WHEREAS, the Application also complies with AMC §7.16.010, General Criteria; and WHEREAS, the text amendments also promote the health, safety, and general welfare of the Avon community by improving the current relevancy of these regulations and the administrative functionality of the AMC for all users; and WHEREAS, approval of this Ordinance on First Reading is intended only to confirm the Town Council desires to comply with the requirements of the Avon Home Rule Charter by setting a Public Hearing to provide the public an opportunity to present testimony and evidence regarding the Application, 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, supports, approves, rejects, or denies this Ordinance prior to any final action prior to concluding the public hearing on second reading. NOW THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: 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. Code Text Amendments. AMC §7.16.015 and AMC §7.20.075, are hereby amended as depicted in “Exhibit A –Code Text Amendments” depicting the language to be added or amended. 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 ATTACHMENT A Ord 25-06 Code Text Amendment: General/Various Page 3 of 3 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 has 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 (30) days after final adoption in accordance with Section 6.4 of the Avon Home Rule Charter. Section 5. Safety Clause. The Town Council hereby finds, determines and declares 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 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. 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. Correction of Errors. Town Staff is authorized to insert proper dates, references to recording information and make similar changes, and to correct any typographical, grammatical, cross-reference, or other errors which may be discovered in any documents associated with this Ordinance and documents approved by this Ordinance provided that such corrections do not change the substantive terms and provisions of such documents. 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 HEARING by the Avon Town Council on August 12, 2025 and setting such public hearing for [ ], 2025 at the Council ATTACHMENT A Ord 25-06 Code Text Amendment: General/Various Page 4 of 3 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 [ ], 2025 BY: ATTEST: Tamra N. Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk APPROVED AS TO FORM: Nina P. Williams, Town Attorney EXHIBIT A CTA24002 – Code Text Amendments Staff received direction from Town Council to amend several provisions within the Avon Municipal Code in 2023. The following is a summary table of the proposed (general) amendments, and which Title and Chapters are being affected by this application: TITLE 7 Development Code CHAPTER 7.08 Definitions The proposed amendments to this section add definitions absent within the code, modernizes certain definitions, or updates definitions clarifying the intention and purpose of these terms. CHAPTER 7.16 Development Review Procedures The proposed amendments to this section help clarify processes, brings consistency to the terms and language used within this section, updates language reflecting modern best practices, and adds new or missing processes like the amendment of the Town Core Boundary Map to Title 7. Additional revisions update and bring consistency to the language used in findings or adds “missing” information for amendments to the Comp Plan Subdivision Plats, and Special Review Uses. Staff is also modifying Alternative Design Equivalent Compliance to become simply Alternative Design. CHAPTER 7.20 - Zone Districts and Official Zoning Map This section is being amended to address objects that are commonly permitted in setbacks in all jurisdictions and or are commonly found on Avon properties as a customary installation (e.g. air conditioning units), but it is not clear what the placement parameters include. As properties redevelop, they will typically max out square footage, leaving little room for things like mechanical equipment. This is especially important with technological changes including battery storage for EV chargers, and clarifies that certain landscaping features like patios, are now being acknowledged with clarity. Town Center (TC) district is modified to permit 80% lot coverage to accommodate redevelopment projects. CHAPTER 7.24 - Use Regulations This section is being amended to clarify permit parameters and the clarification of certain uses that necessitate a greater level of review pursuant to the Table of Allowed Uses. Specifically, this section is being amended to accommodate Family Child Care Home, as State statutes have changed demanding this use be a permitted use in all applicable zone districts. CHAPTER 7.28 - Development Standards This section is being amended to update references to exterior equipment and objects requiring screening, and an outdated requirement for wind speeds affecting fences. Additionally, due to a litany of requests for roof pitch proposals requiring an AEC, modification to roof pitches. CHAPTER 7.32 - Engineering Improvement Standards This section is being amended to remove the term Paved, as it is a misnomer. CHAPTER 7.34 - Sign Code This section is being amended to clarify, reorganize information in a logical fashion, and to ensure Avon visually remains relevant. EXHIBIT A TITLE 8 Health and Safety CHAPTER 8.24 - Public Nuisances This section is being amended as the term “paved” was misleading, much like in Chapter 7.32 7.24.040 TABLE OF ALLOWED USES This section is being amended to update and modernize common uses (includes reorganization and the expansion of where some uses are permitted), language, and simplification of types of uses. Also for review, removal of certain uses not yet established in Avon, thought not to be in the best interest of the Town moving forward with consideration of sustainable design (e.g. retail drive thru use). APPENDIX 7-C Plat Certificates (NEW) New section providing Surveyors with the appropriate and consistent verbiage for plat notes. EXHIBIT A Proposed Amendments – TABLE OF CONTENTS CHAPTER 7.08 DEFINITIONS ...................................................................................................................... 1 7.08.010 General Definitions ....................................................................................................................... 1 CHAPTER 7.16 DEVELOPMENT REVIEW PROCEDURES ...................................................................... 26 7.16.010 Purpose ....................................................................................................................................... 26 Table 7.16-1: Development Review Procedures and Review Authority ................................................ 27 7.16.020 General Procedures And Requirements ................................................................................... 28 7.16.030 Comprehensive Plan Amendment ............................................................................................. 34 7.16.040 Code Text Amendment ............................................................................................................... 35 7.16.045 Town Core Boundary (NEW) ...................................................................................................... 35 7.16.050 Rezonings.................................................................................................................................... 36 7.16.060 Planned Unit Development (PUD).............................................................................................. 37 7.16.070 Subdivisions ............................................................................................................................... 47 7.16.080 Development Plan ....................................................................................................................... 53 7.16.100 Special Review Use .................................................................................................................... 56 7.16.110 Variance ....................................................................................................................................... 58 7.16.120 Alternative Design equivalent compliance. .............................................................................. 59 7.16.130 Right-Of-Way Vacation ............................................................................................................... 61 7.16.140 Vested Property Right ................................................................................................................ 62 7.16.150 Location, Character And Extent ................................................................................................ 65 7.16.160 Sign Plan ..................................................................................................................................... 66 CHAPTER 7.20 - ZONE DISTRICTS AND OFFICIAL ZONING MAP ........................................................ 68 7.20.085 Mixed-Use and Commercial Districts Encroachment Provisions (NEW) ............................... 68 Table 7.20-13 Dimensions for Town Denter District ............................................................................... 66 CHAPTER 7.24 - USE REGULATIONS ...................................................................................................... 71 7.24.060 Special Review Uses .................................................................................................................. 71 CHAPTER 7.28 - DEVELOPMENT STANDARDS ...................................................................................... 78 EXHIBIT A 7.28.030 Access Drive Requirements ...................................................................................................... 78 7.28.060 Screening .................................................................................................................................... 80 7.28.080 Fences ......................................................................................................................................... 83 7.28.090 Design Standards ....................................................................................................................... 83 CHAPTER 7.32 - ENGINEERING IMPROVEMENT STANDARDS ............................................................ 84 7.32.040 - Paved tTrail design. .................................................................................................................. 84 CHAPTER 7.34 - SIGN CODE .................................................................................................................... 85 7.34.010 Sign Code .................................................................................................................................... 85 CHAPTER 8.24 - PUBLIC NUISANCES ................................................................................................... 101 8.24.065 Driveways must be paved Surface .......................................................................................... 101 7.24.040 Table of Allowed Uses .............................................................................................................. 102 APPENDIX 7-C PLAT CERTIFICATES (NEW) ......................................................................................... 108 EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 1 of 111 CHAPTER 7.08 Definitions The proposed amendments to this section add definitions absent within the code, modernizes certain definitions, or updates definitions clarifying the intention and purpose of these terms. 7.08.010 General Definitions The terms in this Section shall be defined as stated in this Section. The rules of interpretation stated in Section 7.04.040, Interpretation, shall apply to the interpretation and application of the definitions in this Section. Access means the place driveway or pathway, means or way by which pedestrians and vehicles shall have adequate, usable and legal ingress and egress to property, use or parking space. Access grade means the slope of a road, street, driveway or other means of access, as measured from the edge of asphalt along the centerline of the means of access. Accessory building means a subordinate building or structure, the use of which is customarily incidental to that of the main building or to the main use of the land, which is located on the same lot (or on a contiguous lot in the same ownership) with the main building or use. Accessory buildings are only permitted when they are incidental or accessory to an existing and permitted principal or conditional use. Accessory structure means a subordinate building that is located on the same lot on which the main building is situated, and which is reasonably necessary and incidental to the conduct of the primary use of such building or main use. Accessory uses are uses of land that are found on the same parcel as the principal use but are subordinate and incidental. Accommodation or accommodation unit means any room or group of rooms used primarily for transient lodging and accessible from common corridors, walks or balconies without passing through another accommodation unit and shall be no larger than six hundred (600) square feet. For the purposes of calculating allowable units per acre or density, each accommodation unit shall be counted as one-third of a dwelling unit, except as set forth in the definition of dwelling unit herein. Adjacent means meeting or touching at some point or separated from a lot or parcel by one (1) of the following: a street, alley or other right-of-way, lake, stream or open space. Adjacent property owner means an owner of record of any estate, right or interest in real property abutting and within three hundred (300) feet of the subject property. Alley means a minor or secondary way which is used primarily for vehicular service access to the back or side of properties otherwise abutting on a street. Alteration means any change, addition or modification in construction, occupancy or use or change in the exterior materials or design which is inconsistent with an approved design. Animal boarding means the operation of an establishment in which domesticated animals other than household pets are housed, groomed, bred, boarded, trained or sold. This term shall not include the operation of a kennel. Annual high water mark means the visible line on the edge of a river, stream, lake, pond, spring or seep up to which the presence and action of water are so usual and long conditions (with a recurrence EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 2 of 111 interval of one [1] year or less) so as to create a distinct character with respect to vegetation and the nature of the soil. Applicant means an owner of real property, the owner's representative or owner of an option to acquire the property or portion thereof, who is authorized to represent and/or act upon any application or submittal. Appurtenances are the visible, functional or ornamental objects accessory to and part of a building. Arcade is a series of arches supported on piers or columns. Architectural projection means a building element (i.e., chimney, cupola) which physically projects beyond the plane of a required limitation (i.e., height). Automobile repair shop, major means an establishment primarily engaged in the repair or maintenance of commercial and heavy truck oriented motor vehicles, trailers and similar large mechanical equipment, including paint, body and fender and major engine and engine part overhaul, provided that it is conducted within a completely enclosed building. Such use shall not include the sale of fuel, gasoline or petroleum products. Automobile repair shop, minor means an establishment primarily engaged in the repair or maintenance of passenger and light truck oriented motor vehicles, trailers and similar mechanical equipment, including brake, muffler, upholstery work, tire repair and change, lubrication, tune ups and transmission work, car washing, detailing, polishing or the like, provided that it is conducted within a completely enclosed building. Such use shall not include the sale of fuel, gasoline or petroleum products. Awning means a roof-like cover of canvas or other material extending in front of a doorway or window or over a deck, to provide protection from the sun or rain. Balcony means that portion of a structure that is essentially open and outward from the main building with a floor and a railing, with or without a ceiling and over four (4) feet above the existing ground level. Base Flood Elevation (BFE) means the elevation shown on a FEMA Flood Insurance Rate Map for Zones AE, AH, A1-A30, AR, AR/A, AR/AE, AR/A1-A30, AR/AH, AR/AO, V1-V30 and VE that indicates the water surface elevation resulting from a flood that has a one-percent chance of equaling or exceeding that level in any given year. Basement means the definition of basement as set forth in the most recent version of the International Building Code adopted by the Town. Bed and breakfast means an establishment operated in a private residence or portion thereof, which provides temporary accommodations to overnight guests for a fee and which is occupied by the operator of such establishment. Berm means a mound of earth used to screen or separate one (1) area from another to reduce visual, noise and similar impacts of development. Berm may also mean the act of pushing earth into a mound. Best Management Practice (BMP) means schedules of activities, prohibitions of practices, maintenance procedures and other management practices to prevent or reduce the discharge of pollutants to waters of the United States. BMPs also include treatment requirements, operating procedures and practice to control plant site runoff, spillage or leaks, sludge or waste disposal or drainage from raw material storage. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 3 of 111 Blank wall means an exterior building wall with no openings and a single material and uniform texture on a single plane. Block means a unit of land or a group of lots, bounded by streets or by a combination of streets and public lands or other rights-of-way other than an alley, waterways or any barrier to the continuity of development or land which is designated as a block on any recorded subdivision plat. Boarding means Buildable area means the area of any site, lot, parcel or any portion thereof which does not contain land under water, public rights-of-way, areas in excess of forty percent (40%) slope or other constraints which restrict the physical ability or legal right to build on the property. Building means any permanent structure built for the shelter or enclosure of persons, animals, chattels or property of any kind, which is permanently affixed to the land and has one (1) or more floors and a roof. Building Code means the building codes adopted in Title 15 of this Municipal Code, as may be amended. Building envelopes means portions of a lot within which all buildings are confined and is delineated on a plat; a specified area that does not alter or otherwise affect existing setbacks or easements. Building frontage means the horizontal, linear dimension of that side of a building, which abuts a street, a parking area, a mall or other circulation area open to the public and has either a main window display or a primary entrance to the building. Building height means the distance measured vertically from the existing grade or finished grade (whichever is more restrictive) at any given point outside the building to the top of a flat roof, mansard roof or sloping roof. Within a building, height shall be measured vertically from any point on a flat roof, mansard roof or sloping roof to the existing grade or finished grade directly below said point. This area intentionally left blank EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 4 of 111 Bus shelter means a facility or area which provides protection from the weather to persons who are waiting to board a publicly owned or franchised bus. Bus stop means a facility for the loading and discharging of bus passengers. Caliper means the American Association of Nurserymen standard for trunk measurement of nursery stock, as measured at six (6) inches above the ground for trees up to and including four-inch caliper size and as measured at twelve (12) inches above the ground for larger sizes. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 5 of 111 Carport means a structure attached or made a part of the main structure and that is open to the outside on at least two (2) sides for the purpose of sheltering motor-driven vehicles used by occupants of the main structure. Cash-in-lieu (also known as fee-in-lieu) means that the payment of funds to the Town instead of the dedication of real property interest when the Council determines that the dedication of real property interest is not practical or as beneficial as payment of cash-in-lieu of land dedication. Payment of cash-in-lieu shall comply with the following requirements unless otherwise provided for by this Code: (a) Payment shall be based on the fair market value of the entire property based on the per square foot value of the property with the requested development approval that requires dedication of land or cash-in-lieu. (b) The value of the land shall be based upon an amount negotiated between the Town and the applicant taking into consideration sales of comparable properties. In the event that the Town and the applicant are not able to negotiate a mutually acceptable per square foot value for cash- in-lieu of dedication of land, the applicant shall provide an appraisal to the Town at the applicant's cost for consideration by the Council. The Council may accept the applicant's proposed appraised value or may reject the applicant's proposed appraised value and commission an independent appraisal which shall be paid by the applicant. The Council shall then use the appraised value as set forth by the appraisal commission by the Town. (c) Combination of dedication and cash-in-lieu: (1) The applicant, at the option of the Council, may meet the dedication requirements through a combination of cash-in-lieu and land dedication in those cases where a portion of the dedication of land is not desired. (2) The value of the combination of both the land dedication and the cash-in-lieu of land shall not exceed the full market value of the total required dedication of sites and land areas. Cemetery means land used or intended to be used for the burial of the dead and dedicated for cemetery purposes, including mausoleums and mortuaries when operated in conjunction with and within the boundaries of, such cemetery. Child care center means a facility, by whatever name known, which is maintained for the whole or part of a day for the care of five (5) or more children under the age of sixteen (16) years who are not related to the owner, operator or manager, whether such facility is operated with or without compensation for such care and with or without stated education purposes. The term includes, but is not limited to, facilities commonly known as day-care centers, day nurseries, nursery schools, preschools, play groups, day camps, summer camps, centers for developmentally disabled children and those facilities which give twenty-four-hour-per-day care for dependent and neglected children, but specifically excludes any family care home as defined in this Code. Child care centers are also those facilities for children under the age of six (6) years with stated educational purposes which are operated in conjunction with a public, private or parochial college or a private or parochial school, except that the term shall not apply to a kindergarten maintained in connection with a public, private or parochial elementary school system of at least six (6) grades so long as the school system is not also providing extended day services. Church or place of worship and assembly means a building containing a hall, auditorium or other suitable room or rooms used for the purpose of conducting religious or other services or meetings of the occupants of such structure. Church or place of worship and assembly shall include churches, synagogues EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 6 of 111 or the like, but shall not include buildings used for commercial endeavors, including but not limited to commercial motion picture houses or stage productions. Common element means that portion of a condominium project held in common ownership by the owners or the condominium association or that portion of a project other than a condominium project which is not under the exclusive ownership or possession of the owners or occupants of a limited portion of the project. Common open space means open space designed and intended primarily for the use or enjoyment of residents, occupants and owners of a specific property or development. Community facility means a publicly owned facility or office building which is primarily intended to serve the recreational, educational, cultural, administrative or entertainment needs of the community as a whole. Community Housing means the definition of Community Housing as set forth in Avon Municipal Code Section 3.14.020. Compatibility means the characteristics of different uses or activities or design which allow them to be located near or adjacent to each other in harmony. Some elements affecting compatibility include height, scale, mass and bulk of structures. Other characteristics include pedestrian or vehicular traffic, circulation, access and parking impacts. Other important characteristics that affect compatibility are landscaping, lighting, noise, odor and architecture. Compatibility does not mean "the same as." Rather, compatibility refers to the sensitivity of development proposals in maintaining the character of existing development. Comprehensive Plan means the Avon Comprehensive Plan; the West Town Center District Investment Plan; the East Town Center District Plan; the Master Plan for Harry A. Nottingham Park; the 2016 Recreational Trails Master Plan; and the Town of Avon Comprehensive Transportation Plan, any other document adopted as a supplement or sub-area plan of the Avon Comprehensive Plan, as all such documents may be amended from time to time, provided that such amendments or supplemental documents are adopted by ordinance. Conditional Letter of Map Revision (CLOMR) means FEMA's comment on a proposed project which does not revise an effective floodplain map that would, upon construction, affect the hydrologic or hydraulic characteristics of a flooding source and thus result in the modification of the existing regulatory floodplain. Condominium means an individual airspace unit together with the interest in the common elements appurtenant to such unit. Connecting walkway means: (a) Any street sidewalk; or (b) Any walkway that directly connects a building entrance to the street sidewalk and connects other origins and destinations for pedestrians, including but not limited to commercial establishments, schools, parks, dwellings, work places and transit stops, without requiring pedestrians to walk across parking lots or driveways, around buildings or following parking lot outlines which are not aligned to a logical route. Conservation easement means an interest in real property that provides the owner of the easement the right to prohibit certain users or acts with respect to the property in order to maintain the property in a manner that will preserve its value for recreation, education, habitat, open space or historical importance. See also Section 38-30.5-102, C.R.S. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 7 of 111 Construction (activity) means work done on a job site that alters the existing conditions of a property. Construction staging plan means a site plan submitted with final design and building permit plans showing, at the minimum: contractor parking, construction materials storage, limits of site disturbance, snow storage, refuse storage, sanitation facilities, project signage and construction trailer location, as applicable. The staging plan may be combined on the same plan sheet as the pollution control plan. Convenience retail store means a retail store containing less than five thousand (5,000) square feet of gross floor area, which sells everyday goods and services which may include, without limitation, ready-to- eat food products, groceries, over-the-counter drugs and sundries. Council means the governing board of the Town of Avon. Covenants means private written agreements outlining regulations specific to a development. As private restrictions, they are not enforced by the Town. In the event of conflict between the covenants and this Code, this Code controls. Critical facility means a structure or related infrastructure, but not the land on which it is situated, as defined by the Colorado Water Conservation Board, a division of the Department of Natural Resources, Rules and Regulations for Regulatory Floodplains - Rule 6: Critical Facilities dated November 17, 2010, that, if flooded, may result in significant hazards to public health and safety or interrupt essential services and operations for the community at any time before, during and after a flood. Significant Critical wildlife habitat and migration corridors means areas designated by the Colorado Division of Wildlife and/or the Colorado Natural Diversity Information Source as areas of landscape that provide food, cover and water sufficient to meet the needs of a given species to survive and reproduce. Crosswalk means a pathway delineated on a street for pedestrians to cross. Cul-de-sac means a local street with only one (1) outlet and having the other end for the reversal of traffic movement. Dedicated real property interest means real property interest transferred to the Town by platting, title, deed or other legal method approved by the Town Attorney. Dedication means any grant by the owner of a right to use real property for the public in general, involving a transfer of property rights and an acceptance of the dedicated property by the appropriate public agency. Density, dwelling units per acre, means the overall average number of dwelling units located on the gross or net residential acreage (as applicable) contained within the development and calculated on a per- acre basis. Gross density is calculated by dividing the total number of units by the total acreage. Net density is calculated by dividing the [total number of units] by the [total acreage minus all publicly dedicated land]. Design standard means any standard that sets forth specific requirements for development improvements. Detention basin means a man-made or natural water collector facility designed to collect surface and sub-surface water in order to impede its flow and to release the same gradually at a rate not greater than that prior to the development of property, into natural or manmade outlets. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 8 of 111 Developer means any person, partnership, joint venture, limited liability company, association or corporation who participates as owner, promoter, developer or sales agent in the planning, platting, development, promotion, sale or lease of a development. Development means the grading or clearing of land, the erection, construction or alteration of structures, the change of use of a property or the division of property to create two (2) or more separate ownership interests. (a) Development shall also include: (1) Any construction, placement, reconstruction, alteration of the size or material change in the external appearance of a structure on land; (2) Any change in the intensity of use of land, such as an increase in the number of dwelling units in a structure or on a tract of land or a material increase in the intensity and impacts of the development; (3) Any change in use of land or a structure; (4) Any alteration within thirty (30) feet of a shore or bank of a river, stream, lake, pond, reservoir or wetland; (5) The commencement of drilling oil or gas wells, mining, stockpiling of fill materials, storage of equipment or materials, filling or excavation on a parcel of land; (6) The demolition of a structure; (7) The clearing of land as an adjunct of construction; (8) The deposit of refuse, solid or liquid waste or fill on a parcel of land; (9) The installation of landscaping within the public right-of-way, when installed in connection with the development of adjacent property; and (10) The construction of a roadway through or adjoining an area that qualifies for protection as a wildlife or natural area. (b) Development shall not include: (1) Work by a highway or road agency or railroad company for the maintenance or improvement of a road or railroad track, if the work is carried out on land within the boundaries of the right-of way; (2) Work by any public utility for the purpose of inspecting, repairing, renewing or constructing, on established rights-of-way, any mains, pipes, cables, utility tunnels, power lines, towers, poles or the like; provided, however, that this exemption shall not include work by a public entity in constructing or enlarging mass transit or fixed guide way mass transit depots or terminals or any similar traffic generating activity; (3) The maintenance, renewal, improvement or alteration of any structure, if the work affects only the interior or the color of the structure or the decoration of the exterior of the structure; (4) The use of any land for an agricultural activity; (5) A change in the ownership or form of ownership of any parcel or structure; or EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 9 of 111 (6) The creation or termination of rights of access, easements, covenants concerning development of land or other rights in land. Development plan, major means all new building construction over six hundred (600) square feet and as further defined in Section 7.16.080. Development plan, minor means all new building construction six hundred (600) square feet or less and as further defined in Section 7.16.080. Development plan, PUD means the written and graphical documents that detail the provisions for development of a PUD development. These provisions may include and need not be limited to easements, covenants and restrictions relating to use; location and bulk of buildings and other structures; intensity of use or density of development; utilities, private and public streets, ways, roads, pedestrians, areas and parking facilities; and common open space and other public facilities as further defined in Section 7.16.060. Director means the Director of the Community Development Department of the Town of Avon, as such person is designated by the Town Manager. District means a section or sections of the incorporated area of the Town for which the regulations and provisions governing the use of building and land are uniform for each class of use permitted therein. Drainage (system) means a built system of pipes, channels or trenches or finished grades utilized to convey stormwater runoff. Drive aisle means the lanes in a parking lot devoted to the passage of vehicles, as opposed to the parking stalls. The term drive aisle does not include lanes used only or primarily for drive-in customer service. Drive-in use means an establishment which, by design, physical facilities, service or packaging procedures, encourages or permits customers to receive services, obtain goods or be entertained while remaining in their motor vehicles. Driveway means a constructed vehicular access serving one (1) or more properties and abutting a public or private road. Dwelling means a building or portion thereof, used exclusively for residential occupancy, including single-family dwellings, duplex and multi-family dwellings. Dwelling, apartment means a room or suite of rooms in a multi-family structure that is arranged, designed, used or intended to be used as a housekeeping unit for a single family on a rental basis only. Dwelling, duplex means a building occupied by two (2) families living independently of each other. Dwelling, live/work means an attached dwelling unit that contains a commercial component of not more than a specified percentage of the unit's gross floor area. Dwelling, multi-family means a dwelling containing three (3) or more dwelling units, not including hotels, motels, fraternity houses and sorority houses and similar group accommodations. Dwelling, single-family means a building designed exclusively for occupancy by one (1) family, but not including mobile home, otherwise provided herein. Dwelling, timeshare, interval ownership or fractional fee ownership means any parcel or lot of land or condominium unit, whether fee interest, leasehold or contractual right, whereby more than four (4) persons (ownership of an interest in joint tenancy by two [2] persons being considered one [1] person for the EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 10 of 111 purpose of this Section) are entitled to the use, occupancy or possession of such lot, parcel or unit according to a fixed or floating time schedule occurring periodically over any period of time (the use, occupancy or possession by each person being exclusive of that by the others). Timesharing unit includes, but is not limited to, a timeshare estate as defined in Section 38-33-110, C.R.S. Dwelling unit means one (1) or more rooms and a single kitchen and at least one (1) bathroom designed, occupied or intended for occupancy as separate quarters for the exclusive use of a single family for living, cooking and sanitary purposes, located in a single-family, duplex or multi-family dwelling or mixed-use building. Eagle Valley means the area between Vail, Redcliff, and Dotsero; not including Burns, Bond, or McCoy. Easement means an ownership interest in real property entitling the holder thereof to use, but not possession, of that real property for one (1) or more specific purposes, public or private. Efficiency kitchen means a portion of a room within an accommodation unit or dwelling that may contain a sink, refrigerator, dishwasher, microwave oven, cooktop, wet bar or similar facility but expressly not a stove or oven. Stub-outs for natural gas, propane or 220-V electric hookups are not allowed. Elevation means the external vertical plane of a building. Elevations are considered different if they have different roof lines, building materials, details, color and overall stylistic expression. Employee means a person employed in a building or on a property during normal periods of use. Employee housing means that housing used exclusively for persons employed in Eagle County. Environmentally sensitive area means aquifer recharge areas, significant wildlife habitat and migration corridors, unique vegetation and critical plant communities and ridge lines. EV means a vehicle that can be powered by an electric motor that draws electricity from a battery and is capable of being charged from an external source or charger. EVSE or electric vehicle supply equipment means the equipment or hardware used to supply electricity to electric vehicles for the purpose of recharging their batteries (also known as electric vehicle chargers, charging stations, or electric vehicle ports) Family – see Household means an individual living alone or either of the following groups living together as a single housekeeping unit and sharing common living, sleeping, cooking and eating facilities: (a) Any number group of related persons by blood, marriage, adoption, guardianship or other duly authorized custodial relationship group of persons and not more than one (1) additional person; (b) Any unrelated group of persons subject to the occupancy limitations of two (2) adults per bedroom, for a maximum of eight (8) adults and their children; or (c) Not more than eight (8) developmentally disabled persons and appropriate staff occupying a dwelling unit and living as a single, nonprofit housekeeping unit. Family child care home means a private residence in a single unit dwelling or dwelling unit in a multiple unit dwelling for the purpose of providing care for not more than twelve (12) children, and operated by a person who resides in the same dwelling unit, where the care is provided for periods of less than EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 11 of 111 twenty-four hours of care per day facility for child care in a place of residence of a family or person for the purpose of providing less than twenty-four-hour care for children under the age of eighteen (18) years who are not related to the head of such home. Family child care home may include infant- toddler child care homes, large child care homes, experienced provider child care homes and such other types of family child care homes designated by rules of the State Department of Social Services pursuant to Section 26-6-106(2)(p), C.R.S. Farm animal means animals commonly raised or kept in an agricultural, rather than an urban, environment, including but not limited to chickens, pigs, sheep, goats, horses, cattle, llamas, emus, ostriches, donkeys and mules. FEMA means Federal Emergency Management Agency. Fence means enclosing framework for exterior areas, such as yards or gardens. FHA means Federal Housing Administration. Flood or flooding means a general and temporary condition of partial or complete inundation of normally dry land areas from: (a) The overflow of water from channels and reservoir spillways; (b) The unusual and rapid accumulation or runoff of surface waters from any source; or (c) Mudslides or mudflows that occur from excess surface water that is combined with mud or other debris that is sufficiently fluid so as to flow over the surface of normally dry land areas, such as earth carried by a current of water and deposited along the path of the current. Flood Insurance Rate Map (FIRM) means an official map of a community on which the Federal Emergency Management Agency has delineated both the Special Flood Hazard Areas and risk premium zones applicable to the community. Flood Insurance Study (FIS) means the official report provided by FEMA. The report contains the FIRM as well as flood profiles for studied flooding courses that can be used to determine BFE for some areas. Floodplain or flood prone area means any land area susceptible to being inundated as the result of a flood, including the area of land over which floodwater would flow from the spillway of a reservoir. Floodway means the channel of a river or other watercourse and the adjacent land areas that must be reserved in order to discharge the base flood without cumulatively increasing the water surface elevation more than a designated height. The statewide standard for the designated height used for all newly studied reaches shall be one-half (0.5) foot. Footprint, also called ground level footprint, means the outline of the total area which is covered by a building's perimeter at ground level. Foster care home means a facility that is certified by the County Department of Social Services or a child placement agency for child care in a place of residence of a family or person for the purpose of providing twenty-four-hour family care for a child under the age of eighteen (18) years who is not related to the head of such home, except in the case of relative care. Frontage means the portion of a lot that fronts on a public or private street. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 12 of 111 Functional open space means open space which is large enough to serve a practical purpose such as recreation, wildlife habitat or preservation of areas of agricultural, archeological or historical significance, and shall exclude areas used for off-street parking, off-street loading, service driveways and setbacks from oil and gas wells or their appurtenances or other hazards to the public. Garage, parking means a building or portion thereof, either public or private, used only for the parking of motor vehicles. Geologic hazard means unstable or potentially unstable slopes, undermining, faulting, landslides, rock falls, flood, wildfire or similar naturally occurring dangerous features or soil conditions or natural features unfavorable to development. Government services, offices and facilities means an office or building of a governmental agency that provides administrative and/or direct services to the public, such as, but not limited to employment offices, public assistance offices or motor vehicle licensing and registration services. Grade, existing means the existing topography of a site prior to construction and may include natural or man-made conditions. Grade, finished means the final elevation of the ground surface after development. Grade, natural means the elevation of the ground surface in its natural state, before man-made alterations. Greenspace means a ground area or terrace area on a lot which is graded, developed, landscaped, and equipped and intended and maintained for either active or passive recreation or both, available and accessible to and usable by all persons occupying a dwelling unit or rooming unit on the lot and their guests. Grocery store, large means a retail establishment which primarily sells food, but also may sell other convenience and household goods and which occupies a space greater than twenty-five thousand (25,000) square feet. The term large grocery store is synonymous with supermarket. Grocery store, small means a retail establishment primarily selling food, as well as other convenience and household goods, which occupies a space of not more than twenty-five thousand (25,000) square feet. Gross residential floor area (GRFA) means the total square footage of all horizontal areas in residential structures existing on all levels of a structure, as measured to the outside face of the sheathing of the exterior walls (i.e., not including exterior wall finishes) for single family, duplexes, and townhomes, but not those residential units that have been condominiumized with common area being considered as the exterior of these units. Floor area shall include, but not be limited to, stairwells at each level, lofts; storage areas, basements and crawl spaces with a ceiling height of 5 feet or greater, and other similar areas. Non- habitable garages; attics; ceilings vaulted or open to below spaces; storage areas, basements and crawl spaces with a ceiling height of less than 5 feet; and roofed or covered decks, porches, terraces or patios shall not be included as floor area. Gross square footage floor area(GSFA) means the total floor area designed for occupancy and use, including basements, mezzanines, stairways and upper floors, if any, expressed in square feet and measured from the centerline of joint partitions and from outside wall faces. Group home, developmentally disabled means a group home, licensed by the State, for the exclusive use of not more than eight (8) developmentally disabled persons and the appropriate staff. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 13 of 111 Group home, elderly means an owner-occupied or nonprofit group home for the exclusive use of not more than eight (8) persons sixty (60) years of age or older and the appropriate staff. (a) Nonprofit group home means a group home for the aged which is owned and operated by a person or organization as provided by 31-23-303, C.R.S., 1973. (b) Owner-occupied group home means a group home for the aged which is owned and operated by an individual or individuals who actually reside at and maintain their primary place of residence in the group home. Group home, mentally ill means a group home, licensed by the State, for the exclusive use of not more than eight (8) mentally ill persons and the appropriate staff. Guest house means an accessory structure which is physically detached from a single-family dwelling unit, is serviced through the same utility meters or connections as the principal use and is intended for temporary occupancy by visitors to the family residing in the single-family dwelling and has no cooking facilities. Habitable means any area designed for sleeping, living, cooking, dining, meeting or recreation as applied to floor area. Hard line drawing means an architectural or engineering drawing produced by the use of computer- aided graphics or other mechanical implement, that does not represent free-hand drawing. Highway corridor means the area within one thousand five hundred (1,500) feet of the rights-of-way of the state highway. Historic and/or cultural landmark means a site and/or structure designated as a historic landmark by the Historic Preservation Committee and approved by the Town Council within the Town. Historic Preservation Advisory Committee means a five-person advisory committee appointed by the Council to make recommendations and findings regarding historic sites, structures or features in the Town. Home occupation means an occupation or business activity which results in a product or service and is conducted in whole or in part in a dwelling unit and is subordinate to the residential use of the dwelling unit. Home office means any occupation, profession or other activity that takes place in a dwelling unit and is meant to produce income or revenue or any activity associated with a nonprofit group which: (a) Does not produce noise audible outside the dwelling unit where such activity is taking place; (b) Does not cause or require customers, delivery persons, employees or any person to enter the property on which the dwelling unit is located; (c) Does not require alteration to the residence to satisfy applicable Town, Fire or Building Codes or county health regulations; (d) Does not require or allow any signs to be visible from the outside of the property; and (e) Does not change the appearance or residential character of the structure. HomeoOwners Association means the association set up to enforce the covenants and maintain all common areas and buildings for a residential or commercial development (also known as owners association. See also Property Owners Association). (Note: will be moved “O” upon approval) EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 14 of 111 Hospital means an institution providing health services primarily for human inpatient medical or surgical care for the sick or injured and including related facilities such as laboratories, out-patient departments, training and central services facilities and staff offices. Hotel, motel and lodge means a building, excluding bed and breakfast, containing any room or group of rooms used primarily for short-term transient lodging for a total continuous duration of less than thirty (30) days and which may include accessory uses, such as offices, laundry facilities, recreational facilities, lobbies, lounges, kitchen and dining facilities, meeting rooms, retail and other similar accessory uses commonly associated with hotels, motels and lodges. Household means an individual living alone or any group of persons living together as a single housekeeping unit and sharing common living, sleeping, cooking, and eating facilities, and includes: (a) One or more persons who are or are not related by blood, marriage, adoption, or legal guardianship that are living together in a dwelling unit; (b) Not more than eight (8) developmentally disabled persons and appropriate staff occupying a dwelling unit and living as a single, nonprofit housekeeping unit. Hydrozone means a cluster of plants with similar water requirements to improve the efficiency and avoid overwatering. Industrial, heavy means uses engaged in the basic processing and manufacturing of materials or products predominately from extracted or raw materials or a use engaged in storage of or manufacturing processes using flammable or explosive materials or storage or manufacturing processes that potentially involve hazardous conditions. Heavy industrial shall also mean those uses engaged in the operation, parking and maintenance of vehicles, cleaning of equipment or work processes involving solvents, solid waste or sanitary waste transfer stations, recycling establishments and transport terminals (truck terminals, public works yard, container storage). Industrial, light means uses engaged in the manufacturing, predominantly from previously prepared materials, of finished products or parts, including processing, fabrication, assembly, treatment, packaging, incidental storage, sales or distribution of such products. Further, light industrial shall mean uses such as the manufacture of electronic instruments, preparation of food products, pharmaceutical manufacturing, research and scientific laboratories or the like. Light industrial shall not include uses such as mining and extracting industries, petro-chemical industries, rubber refining, primary metal or related industries. Infrastructure means those man-made structures which serve the common needs of the population, such as: potable water systems; wastewater disposal systems; solid waste disposal sites or retention areas; storm drainage systems; electric, gas or other utilities; bridges; roadways; bicycle paths or trails; pedestrian sidewalks, paths or trails; and transit stops. Inoperable vehicle means a condition of being junked, wrecked, wholly or partially dismantled, discarded, abandoned or unable to perform the functions or purposes for which a vehicle was originally built. Integrate means to combine or coordinate separate elements (such as housing, recreation, jobs and shopping), so as to provide a harmonious, interrelated whole; organized or structured so that constituent parts function cooperatively. Inter-neighborhood connection means connections (such as trails and roads) between neighborhoods. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 15 of 111 Intra-neighborhood connection means connections (such as trails and roads) within the same neighborhood. Irrigation ditch or canal means a channel or pipeline designed to transport irrigation water. Junk means any waste, scrap, surplus, or discarded material other than that classified by the State of Colorado as sewage. Junk vehicle, see "Inoperable". Junkyard means a parcel of land, or portion thereof, used for the collecting, storage or sale of junk, or for the dismantling or "wrecking" of automobiles or other vehicles or machinery, regardless, if such uses are conducted as a business for profit or otherwise, but not including agricultural machinery or equipment located on a property, for (agricultural) use on the same property. Kennel means a facility licensed to house dogs, cats or other household pets and/or where grooming, breeding, boarding, training or selling of animals is conducted as business. Kitchen means a room or portion of a room devoted to the preparation or cooking of food for a person or a family living independently of any other family, which contains a sink and a stove, cooktop or oven powered by either natural gas, propane or 220-V electric hook-up. Kitchen facility means an area for cooking which includes a sink, refrigerator and fixture for cooking food. Landowner means any owner of a legal or equitable interest in real property and includes the heirs, successors and assign of such ownership interests. Landscape area means that portion of a parcel of land with any combination of living plants, such as trees, shrubs, vines, ground cover, native grasses, flowers or lawns; natural features and nonliving ground cover, such as rock, stone and bark; and structural features, such as fountains, reflecting pools, art works, screen walls, fences and benches; but shall not include paved walkways or parking areas. Landscaping means the treatment of land (other than buildings) for the purpose of enhancing or protecting the amenities of the site using vegetative materials, stone or other hardscape material, walls, fences, or similar. Lane means a private street; or a portion of a roadway delineated for a single line of vehicles; or a secondary means of access to the abutting lots and not intended for general traffic circulation. Large retail establishment means a retail establishment or any combination of retail establishments in a single building, occupying more than twenty-five thousand (25,000) gross square feet of floor area, except that no supermarket shall be deemed to be a large retail establishment. Letter of Map Revision (LOMR) means FEMA's official revision of an effective FIRM or Flood Boundary and Floodway Map (FBFM), or both. LOMRs are generally based on the implementation of physical measures that affect the hydrologic or hydraulic characteristics of a flooding source and thus result in the modification of the existing regulatory floodway, the effective BFEs or SFHA. Letter of Map Revision Based on Fill (LOMR-F) means FEMA's modification of the SFHA shown on the FIRM based on placement of fill outside the existing regulatory floodway. Livestock means farm animals kept or raised for use, pleasure and/or profit. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 16 of 111 Loading space means an off-street space or berth on the same lot with a building or contiguous thereto, for the temporary parking of a commercial vehicle while loading or unloading merchandise or materials and which abuts upon a street, alley or other appropriate means of access. Long-term care facility means any of the following: (a) Convalescent center means a health institution that is planned, organized, operated and maintained to offer facilities and services to inpatients requiring restorative care and treatment and that is either an integral patient care unit of a general hospital or a facility physically separated from, but maintaining an affiliation with, all services in a general hospital. (b) Intermediate health care facility means a health-related institution planned, organized, operated and maintained to provide facilities and services which are supportive, restorative or preventive in nature, with related social care, to individuals who, because of a physical or mental condition or both, require care in an institutional environment but who do not have an illness, injury or disability for which regular medical care and twenty-four-hour-per-day nursing services are required. (c) Nursing care facility means a health institution planned, organized, operated and maintained to provide facilities and health services with related social care to inpatients that require regular medical care and twenty-four-hour-per-day nursing services for illness, injury or disability. Each patient shall be under the care of a physician licensed to practice medicine in the State of Colorado. The nursing services shall be organized and maintained to provide twenty-four-hour- per-day nursing services under the direction of a registered professional nurse employed full time. Lot means a parcel of real property as shown with a separate and distinct number or letter on a plat recorded with the County Clerk and Recorder or when not so platted in a recorded subdivision, a parcel of real property abutting upon at least one (1) public street and held under separate ownership. Lot area means the total horizontal area within the lot lines of a lot, except that beneath the mean waterline of a body of water. Lot coverage means the ratio of the area of the site which is rendered impermeable by buildings compared to the total area of a site, excluding those rendered undevelopable, expressed as a percentage. Lot depth means the average distance between the front lot line and the rear lot line. Lot, double frontage means lots which front on one (1) public street and back on another. Lot, flag means a lot so shaped and designed that the main building site area is set back from the street on which it fronts and includes an access strip connecting the main building site with the frontage street. Lot line, front means the property line dividing a lot from a street. Lot line, rear means the line opposite the front lot line. Lot line, side means any lot lines other than the front lot line or rear lot line. Lot size means the total horizontal area within the lot lines of a lot; synonymous with area of lot. Lot width means the distance parallel to the front lot line, measured at the front building setback line. Lot width on a curving front lot line means the distance parallel to the tangent of the front lot line at the EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 17 of 111 building setback line. The lot width and the lot frontage may have different lengths on an irregularly shaped lot as they are measured at different points on the lot. Lowest floor means the lowest floor of the lowest enclosed area (including basement). Any floor used for living purposes which includes working, storage, sleeping, cooking and eating or recreation, or any combination thereof. This includes any floor that could be converted to such a use, such as a basement or crawl space. The lowest floor is a determinate for the flood insurance premium for a building, home or business. An unfinished or flood-resistance enclosure usable solely for parking of vehicles, building access or storage in an area other than a basement area is not considered a building's lowest floor; provided that such enclosure is not built so as to render the structure in violation of the applicable non-elevation design requirement of Section 60.3 of the National Flood Insurance Program regulations. Manufactured home means a single-family dwelling which: (a) Is partially or entirely manufactured in a factory; (b) Is at least twenty-four (24) feet wide and thirty-six (36) feet long; (c) Is permanently affixed to and installed on an engineered permanent foundation; (d) Has a pitched or cosmetically equivalent roof and brick or wood exterior siding; and (e) Complies with HUD or UBC standards, as applicable, or meets or exceeds equivalent requirements and performance engineering standards. Marijuana club means an establishment that is not open to the general public and permits members of the establishment to consume marijuana at the establishment. Marijuana establishment means a marijuana cultivation facility, a marijuana testing facility, a marijuana product manufacturing facility, or a retail marijuana store, and includes further definition of such facilities and store as defined in Colorado Constitution Article XVIII Section 16(2)(i). Medical marijuana business means the use of a property, or portion thereof, for the cultivation, manufacture, storage, distribution, acquisition or sale of marijuana, including the use of property for medical marijuana centers, manufacturing of medical marijuana-infused products, or optional premises, as such terms are defined by Section 12-43.3-104, C.R.S., regardless of whether any such use described herein is for profit or not for profit. Mobile home means a single-family dwelling unit partially or entirely manufactured in a factory, built on a permanent chassis and which is designed to be transported on streets to the place where it is to be occupied as a dwelling unit. A mobile home shall conform to the following design and installation standards: (a) Is at least twenty-four (24) feet wide and thirty-six (36) feet long; (b) Is permanently affixed to and installed on an engineered, permanent perimeter foundation; (c) Has a pitched or cosmetically equivalent roof and brick or wood exterior siding; and (d) Complies with HUD or UBC standards, as applicable, or meets or exceeds equivalent requirements and performance engineering standards. Modified grid pattern means a grid pattern of streets and blocks adapted to the topography, unique natural features, environmental constraints and peripheral open space areas. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 18 of 111 Native plant means an indigenous terrestrial and aquatic species that occurs naturally in a particular Avon’s montane region, ecosystem, and habitat. Natural areas means floodplains and flood ways, natural drainage and water ways, significant native trees and vegetation, wildlife travel corridors, special habitat features such as raptor nest sites, key nesting, breeding or feeding areas for birds; fox and coyote dens and any wetland area. Non-developable means a delineated area as established by the Town where no development shall occur without approval from the Town of Avon. Areas are physically undisturbed and in their present or natural state. Exceptions to this provision may include access, utility, and drainage easements or similar encumbrances, and wildfire or geologic hazard mitigation. (See also Development) Nonconforming building means a building or structure, or portion thereof, that does not conform to the regulations of this Code, but that was lawfully constructed under the regulations in force at the time of construction. Nonconforming use means a use that does not conform to the use regulations of this Code, but that was lawfully established under the regulations in force at the time the use was established and has been in regular use since that time. Occupancy limitation means the maximum number of persons occupying each dwelling unit, not exceeding one person for a dwelling unit with between 150 and 250 square feet of habitable space, plus one additional person for each additional 100 square feet of habitable space above 250 square feet, or, not exceeding the maximum permitted by the applicable adopted Building Code or safety code, or by any housing policies or deed restrictions applicable to the dwelling unit. who may occupy a dwelling unit shall be calculated in accordance with Table 1004.5 of the Town’s adopted International Building Code (IBC), based on an occupant load factor of one (1) occupant per 200 gross square feet of finished floor area. Gross square footage shall include all enclosed and conditioned residential living space within the unit, excluding garages, crawl spaces, and unfinished basements. Nothing in this section prohibits a property owner or landlord from establishing more restrictive occupancy limits by private lease agreement, provided such limits comply with all applicable fair housing laws. Off-street parking area means all off-street areas and spaces designed, used, required or intended to be used for the parking, storage, operation of motor vehicles, including driveways or access ways in and to such areas, but not including any outdoor storage area used principally as a "recreational vehicle, boat or truck storage" use, storage areas for landscaping and other bulk items or public streets and rights-of-way. Open space means any land or water area with its surface open to the sky, which serves specific uses of: providing park and recreation opportunities, conserving natural areas and environmental resources, structuring urban development form and protecting areas of agricultural, archeological or historical significance. Open space shall not be considered synonymous with vacant or unused land but serves important urban functions. Usable open space shall exclude areas used for off-street parking, off- street loading, service driveways and setbacks from oil and gas wells and their appurtenances or other hazards to the public. Outdoor storage means the keeping, in an unroofed area, of any equipment, goods, junk, material, merchandise or vehicles in the same place for more than twenty-four (24) hours. Containers and semi- trailers may not be used for residential or storage uses, except on construction sites. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 19 of 111 Outparcel means a parcel of land, generally located on the perimeter of a larger parcel of commercial land, that is subordinate to the larger parcel for access, parking and drainage purposes. Owner means the owner of a real property interest which is the subject of and which would be benefitted by a proposed development application. Owner shall include the fee title owner of record according to the office of the Eagle County Assessor, by a legal title opinion or by a title insurance commitment. Owner shall also include other persons who, by partnership, joint venture, contractual relationship or other association, have a ten percent (10%) or greater equity interest in the property or in the owner of record, or who have a contractual right to receive or obtain a defined portion of the property upon approval of a development application by the Town. Parcel means a tract or plot of land. Park means an area open to the general public and reserved for recreational, educational or scenic purposes. Parking, commercial means a parking lot, structure or garage that does not provide accessory parking to a specific building or use, is available for parking by the general public for a fee, may include reserved parking spaces and which is owned by a private, nongovernmental entity. Parking, public means a parking lot, structure or garage that is available for parking by the general public and which is owned by the Town or a quasi-governmental entity approved by the Town or approved by Eagle County. P.E. stamped design means a design that is stamped, signed and dated by a Colorado registered professional engineer. Pedestrian scale (human scale) means the proportional relationship between the dimensions of a building or building element, street, outdoor space or streetscape element and the average dimensions of the human body, taking into account the perceptions and walking speed of a typical pedestrian. Person means a natural person, association, firm, limited liability company, partnership or corporation trust or other legal entity. Personal services means establishments that provide nonmedically related services, including beauty and barber shops; clothing rental; dry cleaning pick-up stores; laundromats (self-service laundries); psychic readers; shoe repair shops; tanning salons. These uses may also include accessory retail sales of products related to the services provided Phase means a portion of property that is being platted and engineered for development at the same time. Phasing plan means a graphic and narrative document that displays the sequence and/or timing of intended development. Plan means the map and supporting documentation for a development which includes, but is not limited to, lots, blocks, easements, rights-of-way, pedestrian ways, park and school sites, open space areas and conservation areas in accordance with the requirements of this Code. Planned unit development (PUD) means an area of land, controlled by one (1) or more landowners, to be developed under unified control or a unified plan and is developed as a whole in a single development operation or programmed series of development stages. The development may include dwelling units, commercial, educational, recreational or industrial uses or any combination of the foregoing, the plan for EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 20 of 111 which may not correspond in lot size, bulk or type of use, density, lot coverage, open space or other restrictions to the existing land use regulations. Planning and Zoning Commission or PZC means the Planning and Zoning Commission formed and appointed by the Council in accordance with Chapter 7.12 of the Development Code. Planning area boundary means the area surrounding the Town that the Town will consider annexing and developing. The planning area boundary is delineated on the Land Use Map in the Town Comprehensive Plan. Plat means a map of certain described land prepared by a licensed surveyor in accordance with the requirements of this Code and Section 38-51-106, Title 38, Article 51 C.R.S. as amended, as an instrument for the recording of real estate interests with the County Clerk and Recorder (also known as a subdivision plat or condominium map, depending on the intent of the process). Principal use means the main use of land or of a structure as distinguished from a subordinate or accessory use. Private property right means the rights of a property owner within the Town to use on their property within the legal parameters set forth in this Code and subject to applicable state, federal and constitutional law. Nothing herein guarantees any private property rights to develop in a particular manner except pursuant to a valid vested right. Proof of ownership means ownership as specified in a current title insurance commitment or policy or certification of title, issued by a title insurance company licensed by the State of Colorado. Property means all real property subject to land use regulation by the Town. Property line means the boundary of any lot, parcel or tract as the same is described in the conveyance of such property to the owner; and does not include the streets or alleys upon which the said lot, parcel or tract abuts. Property owners association means the association set up to enforce the covenants and maintain all common areas and buildings for a commercial or mixed-use development (also known as owners association. See also Homeowners Association). Property Management is a land use category for development that is a hybrid of a condominium and hotel, by being operated as a commercial hotel even though the units are individually owned. Public area means streets, parks, open spaces and other property designated or described as for public use on a map or plat of the Town and fee title is vested in the Town, other public body or a special district as defined in Section 32-1-103 C.R.S. Public benefit means a benefit which promotes a goal, intent or policy of the Avon Comprehensive Plan, a benefit which implements a public improvement identified in the Avon Capital Improvements Plan or a benefit which is realized by superior or innovative site design, building design or architecture which substantially exceeds the Town's minimum design and development standards; and, which means a benefit that is realized by the general public of the Avon Community. Public facility means those constructed facilities, including but not limited to transportation systems or facilities, water systems or facilities, wastewater systems or facilities, storm drainage systems or facilities, fire, police and emergency systems or facilities, electric, gas, telecommunication utilities or facilities and publicly owned buildings or facilities. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 21 of 111 Public hearing means a meeting called by a public body for which public notice has been given and which is held in a place at which the general public may attend to hear issues and to express their opinions. Public improvement means any drainage ditch, roadway, parkway, sidewalk, pedestrian way, tree lawn, landscaped open space, off-street parking area, lot improvement or other facility which benefits the public. Public open space means an open space area conveyed or otherwise dedicated to the municipality, state or county or other public body for recreational or conservation uses. Public open spaces are to be unencumbered by oil and gas wells, as well as their appurtenances or other hazards to the public. Public school means a free, tax-supported school that is controlled and operated by the school district of the State of Colorado Public use means uses which are owned by and operated for the public by the Town, County, state or federal governments or by school districts. Public utility means a common carrier supplying electricity, wire telephone service, natural gas, water, wastewater or storm water service or similar public services, but shall not include railroads or other forms of rail mass transit or depots or terminals supporting the same or wireless telecommunication facilities. Quasi-public means having the nature or characteristics of being public, but owned by a private, nongovernmental or not-for-profit entity. Recreational vehicle (RV) means a vehicular type unit primarily designed as temporary living quarters for recreational, camping or travel use, which either has its own motive power or is mounted or drawn by another vehicle. The following shall be considered a recreational vehicle: (a) Camping trailer or tent trailer means a folding structure, constructed of canvas plastic or similar water repellent material designed to be mounted on wheels and designed for travel and recreation. (b) Motorized camper, motor home, recreational conversion van or bus means a recreational vehicle consisting of a portable, temporary dwelling to be used for travel, recreation and vacation uses and constructed as an integral part of a self-propelled vehicle. (c) Pick-up camper means a vehicle designed to be mounted on or loaded into a pick-up truck chassis for use as a temporary dwelling for travel and recreation. (d) Tent means a portable or temporary cover or shelter, with or without side panels, which is supported by poles and is made of canvas, plastic or similar materials. (e) Travel trailer means a towed vehicle designed as a temporary dwelling for travel and recreation. (f) Travel trailer, self-contained means a trailer which can operate independently of connections to sewer, water and electric systems. It contains a water-flushed toilet, lavatory, shower or bath and kitchen sink, all of which are connected to water storage and sewage holding tanks located within the trailer. Recycling facility, drop-off means a facility used for the collection and temporary storage of empty beverage containers, aluminum, glass, paper, cardboard, clothing or other materials for recycling purposes conducted totally within an enclosed structure or container. This definition does not include processing except for "can banks" that crush cans as they are deposited. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 22 of 111 Recycling facility, indoor means the same definition as recycling facility, drop-off, but is entirely located within a building or structure and may include sorting, crushing, separating, or similar. Reflective surface means any material or device that has the effect of intensifying reflected light, such as Scotchlight, Day-Glo, glass beads, untreated metal, and luminous paint. Residential use means the use of a building or other structure as a dwelling. Restaurant, drive-through means any establishment in which the principal business is the sale of foods and beverages to the customer in a ready-to-consume state and in which the design or principal method of operation of all or any portion of the business is to allow food or beverages to be served directly to the customer in a motor vehicle without the need for the customer to exit the motor vehicle. Restaurant, fast food means any establishment in which the principal business is the sale of food and beverages to the customer in a ready-to-consume state and in which the design or principal method of operation includes the following characteristics: (a) Food and beverages are usually served in paper, plastic or other disposable containers; (b) The consumption of food and beverages is encouraged or permitted within the restaurant building, within a motor vehicle parked upon the premises or at other facilities on the premises outside the restaurant building or for carry-out; and (c) Drive-through facilities are allowed, subject to review of traffic patterns, vehicle stacking areas and entrance and exit locations. Restaurant, standard means any establishment in which the principal business is the sale of food and beverages to customers in a ready-to-consume state; where fermented malt beverages and/or malt, special malt or vinous and spirituous liquors may be produced on the premises as an accessory use; and where the design or principal method of operation includes one (1) or both of the following characteristics: (a) Customers are served their food and/or beverages by a restaurant employee at the same table or counter at which the items are consumed; or (b) Customers are served their food and/or beverages by means of a cafeteria type operation where the food or beverages are consumed within the restaurant building. Re-subdivision means the changing of any existing lot or lots, street rights-of-way or easements of a subdivision plat previously recorded with the County Clerk and Recorder. Retail-ready means space constructed at a minimum interior height of twelve (12) feet may be used for noncommercial uses and can be converted into retail/commercial use. The intent of retail-ready space is to provide the flexibility of occupying a space in accordance with market demand and allowing the use in such space to change to retail/ commercial uses accordingly. Such considerations for determining if a space is retail-ready include but are not limited to: independent ventilation; a concrete pad above the space; placement of utilities; integrated trash storage facilities; and architectural features including terracing, stepped back facade, or arcade design, prominent entrances, transoms, transparency, and bulkheads at the base. Retention basin means a pond, pool or basin used for permanent storage of water runoff. Right-of-way means a strip of land occupied or intended to be occupied by a street, crosswalk, railroad, road, electric transmission line, oil or gas pipeline, water main, sanitary or storm sewer main or for another special use. The usage of the term right-of-way for land platting purposes shall mean that every EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 23 of 111 right-of way established and shown on a final plat is to be separate and distinct from the lots or parcels adjoining such right-of-way and not included within the dimensions of such lots or parcels. Rights-of-way intended for streets, crosswalks, water mains, sanitary sewers, storm drains or any other use involving maintenance by a public agency shall be dedicated to public use on the plat on which such right-of-way is established. Sanitary facility means toilets, urinals, lavatories, showers, utility sinks and drinking fountains and the service buildings containing these units. Setback means the required unoccupied open space between the nearest projection of a structure and the property line of the lot on which the structure is located, except on properties where the street extends beyond the property line. In these instances the setback shall be measured from the edge of asphalt or walkway, whichever is more restrictive. Setback, front yard means the distance a building or structure must be placed from the front lot line. Setback, rear yard means the distance a building or structure must be placed from the rear lot line. Setback, side yard means the distance a building or structure must be placed from the side lot line. Sidewalk means the hard surface path within or adjacent to the street right-of-way for use by pedestrians and/or bicyclists. Sight distance triangle means the area at an intersection to be kept free of shrubs, ground covers, berms, fences, structures or other materials or items greater than thirty (30) inches in height. Trees shall not be planted in the triangular area. Significant wildlife habitat and migration corridors means areas designated by the Colorado Division of Wildlife and/or the Colorado Natural Diversity Information Source as areas of landscape that provide food, cover and water sufficient to meet the needs of a given species to survive and reproduce. Site plan means a scaled drawing of a lot, showing the actual measurements, the size and location of any existing or proposed buildings, the location of the lot in relation to abutting streets and other details such as parking areas, access points, landscaped area, building areas, setbacks from lot lines, building heights, floor areas, densities, utility locations and easements. Site specific development plan means the final plat of a subdivision or final development plan of a PUD (planned unit development) when approved by the Council pursuant to all applicable sections of this Development Code. Slope means the relationship of elevation or vertical measure as divided by the horizontal measurement shall be expressed as a percentage as a means of quantifying the term slope. Special Flood Hazard Area (SFHA) means the land in the floodplain within a community subject to a one-percent or greater chance of flooding in any given year, i.e., the 100-year floodplain. Street means a public thoroughfare which affords the principal means of access to abutting property. Streetscape means the distinguishing character of a particular street, within or adjacent to the public right-of-way, including paved materials and the adjacent space extending along both sides of a street, including landscaping, sidewalks, medians, lighting, street furniture and signage. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 24 of 111 Self-storage means a building or group of buildings consisting of individual, self-contained units leased to individuals, organizations, or businesses for self-service storage of personal property. Storage, warehouse means facilities characterized by extensive warehousing, frequent heavy trucking activity, open storage of material, and may be affiliated with nuisances such as dust, noise, and odors, but not involved in manufacturing or production. Structure means a combination of materials to form a construction for use, occupancy or ornamentation, whether installed on, above or below the surface of land or water. Subdivision means the platting of a lot or the division of a lot, tract or parcel of land into two (2) or more lots, plots, sites or airspace units. Subsidence means a local mass movement that involves the downward settling or sinking of the solid earth's surface. Subsidence may be due to natural geologic processes or man's activity such as coal mining. Substantial improvement means any reconstruction, rehabilitation, addition or other improvement of a structure, the cost of which equals or exceeds fifty percent (50%) of the market value of the structure before start of construction of the improvement. The value of the structure shall be determined by the local jurisdiction having land use authority in the area of interest. This includes structures which have incurred substantial damage, regardless of the actual repair work performed. The term does not, however, include either: (a) Any project for improvement of a structure to correct existing violations of state or local health, sanitary or safety code specifications which have been identified by the local code enforcement official and which are the minimum necessary conditions; or (b) Any alteration of a historic structure, provided that the alteration will not preclude the structure's continued designation as a historic structure. Survey means a land plat survey, stamped and signed by a registered Colorado Surveyor, showing topographic contour intervals depicted at an engineering scale. Tandem parking means parking two (2) cars in a driveway or parking space so that one (1) car is right in front of the other and the front car cannot move until the back car is moved. Temporary use means a prospective use intended for limited duration, is to be located in a zoning district not permitting such use and shall not include continuing a nonconforming use or building. Town Core means the central commercial core area of Town, including the areas zoned Town Center (TC) and the adjacent parcels zoned Mixed-Use Commercial (MC), Neighborhood Commercial (NC), Shopping Center (SC) and PUD, including certain residential parcels as shown. See the Town Core Map. Transparency means the use of doors and windows to establish scale, variation, and patterns on building facades to provide visual interest and reflect the uses within the building. Trip, vehicle means a single or one-way vehicle movement to or from a property or study area. "Trips" can be added together to calculate the total number of vehicles expected to enter and leave a specific land use or site over a designated period of time. Use means the purpose for which land or a building is designated, arranged or intended or for which it either is or may be occupied or maintained. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 25 of 111 USGS datum means United States Geological Survey basis of elevations. Vacation club means a partnership, corporation, limited liability company or other legal entity that is the record owner, as reflected in the records of the County Tax Assessor, of a building containing one (1) or more units which meet the definition of dwelling, timeshare, interval ownership or fractional fee ownership, and it permits possession of such dwelling by its members and/or guests of its members on a periodic basis in consideration of such member's fractional ownership interest in the building or property or membership in the entity. Vegetation means plants growing in a place, including but not limited to trees, shrubs, vines, grasses and groundcover. Vehicle major repair, servicing and maintenance means any building or portion thereof, where heavy maintenance activities such as engine overhauls, automobile/truck painting, body or fender work, welding or the like are conducted. Such use shall not include the sale of fuel, gasoline or petroleum products. Vehicle minor repair, servicing and maintenance means the use of any building, land area, premises or portion thereof, where light maintenance activities such as engine tune-ups, lubrication, carburetor cleaning, brake repair, car washing, detailing, polishing or the like are conducted. Vested property right means the right to undertake and complete the development and use of property under the terms and conditions of a site specific development plan, pursuant to Section 7.16.140, Vested Property Right. Walkable means a distance of one-quarter (¼) mile or within a five- to ten-minute walk. Walkway means: (a) A right-of-way or easement dedicated to public use that is not within a street right-of way, to facilitate pedestrian access through a property by means of a hard surface path. (b) Any portion of a parking area restricted to the exclusive use of pedestrian travel. Wholesale business means an establishment or place of business primarily engaged in selling and/or distributing merchandise to retailers; to industrial, commercial, institutional, or professional business users, or to other wholesalers; or acting as agents or brokers and buying merchandise for, or selling merchandise to, such individuals or companies. This is not considered a general commercial or retail use. Wireless telecommunication equipment means any equipment used to provide wireless telecommunication service, but which is not affixed to or contained within a wireless telecommunication facility, but is instead affixed to or mounted on an existing building or structure that is used for some other purpose. Wireless telecommunication equipment also includes a ground-mounted base station used as an accessory structure that is connected to an antenna mounted on or affixed to an existing building. Wireless telecommunication facility means any freestanding facility, building, pole, tower or structure used to provide only wireless telecommunication services and which consists of, without limitation, antennae, equipment and storage and other accessory structures used to provide wireless telecommunication services. Wireless telecommunication service means services providing for the transmission of wireless communications utilizing frequencies authorized by the Federal Communications Commission for paging systems, enhanced specialized wireless telecommunication, personal communication services or cellular telephone. EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 26 of 111 Zone district means a zone district of the Town as established in Chapter 7.20 of this Code, unless the term is used in a context that clearly indicates that the term is meant to include both the zone districts of the Town and the zone districts of an adjoining governmental jurisdiction, also referred to as zoning district. Zoning Map means the official zoning map adopted by the Town by ordinance, as amended. CHAPTER 7.16 Development Review Procedures The proposed amendments to this section help clarify processes, brings consistency to the terms and language used within this section, updates language reflecting modern best practices, and adds new or missing processes like the amendment of the Town Core Boundary Map to Title 7. 7.16.010 Purpose This Chapter contains regulations and the procedures for development applications. Section 7.16.020 below contains regulations that are generally applicable to all development application review procedures, described in a series of sequential steps. The purpose is to establish uniform procedures for application types to the extent possible. Subsequent sections identify the applicability of the common steps to specific procedures, noting any differences between the common procedures and those for the specific procedure. Specific procedure provisions supplement, rather than replace, provisions of the common steps, unless the provisions conflict, in which case the provisions of the specific procedure control. Table 7.16-1 indicates the specific review and approval procedures of this Chapter, with Section references. This area intentionally left blank EXHIBIT A Code Text Amendments July 31, 2025 - DRAFT CTA 24002 Page 27 of 111 Table 7.16-1: Development Review Procedures and Review Authority R = Review/Recommendations; H = Public Hearing; D = Decision; A = Appeal; M = Mailed Notice Procedure Notice Requirements* Director PZC TC Comprehensive Plan Amendment (§7.16.030) R H-R H-D Code Text Amendment (§7.16.040) R H-R H-D Town Core Boundary Map Amendment (§7.16.045) M R H-R H-D Rezoning (§7.16.050) M R H-R H-D Planned Unit Development (§7.16.060) Administrative PUD D A Minor PUD Amendment M R H-R H-D Lot Split PUD Amendment for Wildridge PUD M R H-R H-D Major PUD Amendment M R H-R H-D Preliminary PUD M R H-R H-D Final PUD M R H H-D Revocation M R H-R H-D Subdivision (§7.16.070) Administrative D A Minor Subdivision D A Preliminary Plan M R H-R H-D Final Plan (Major) M R H-D Development Plan (§7.16.080) Minor D or R H-D A Major R H-D A Major in Town Core R H-R H-D Special Review Use (§7.16.100) M R H-D A Temporary Use (§7.24.080) D or R H-D A Variance (§7.16.110) M R H-D A Alternative Equivalent Compliance Design (§7.16.120) R R-D or R A or R-D Right-of-way Vacation (§7.16.130) M R H-D Vested Property Right (§7.16.040) M R H-R H-D Location, Character and Extent (§7.16.150) R H-D A Sign Plan (§7.16.160) Minor D or R H-D A Major R H-D A Development Bonus (§7.16.170) M R H-R H-D Appeal (§7.16.180) H-D Annexation (§7.36) M R H-R H-D 1041 Permit (§7.40) R H-R H-D Historic and/or Cultural Preservation Designated (§7.50) H-D *All Public Hearings require published notice, per 7.16.020(d) R = Review/Recommendations; H = Public Hearing; D = Decision; A = Appeal; M = Mailed Notice (Ord. 22-15 , § 2(Exh. A); Ord. 21-09 §3; Ord. 18-19 , §4; Ord. 17-05 §4; Ord. 2015-11 §2; Ord. 14-09 §2 ; Ord. 13-14 §2; Ord. 13-09 §2) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 28 of 111 7.16.020 General Procedures And Requirements The following procedures shall apply to all development applications which are reviewed under this Chapter. (a) Step 1: Pre-application Conference. A pre-application conference is required for all development applications unless waived by the Director. The pre-application conference serves to assist the applicant with (1) identifying information which must be provided for a complete development application, (2) understanding the development application review process, (3) identifying appropriate referral agencies for review and comment, (4) achieving compliance with development standards, understanding relevant planning issues and (5) determining appropriate fees. The Director may include other Town representatives in the pre-application conference as deemed appropriate. (1) The applicant shall provide sufficient information to the Director at least five (5) business days prior to a scheduled pre-application conference, unless such time frame is waived by the Director. (i) Minimum information shall include applicant information, property description, description of the proposed development or nature of the development application and conceptual site plans or drawings which illustrate the nature of the development application. (ii) The Director may determine that the information provided is insufficient and request additional information. (iii) If the applicant fails to provide sufficient information for a pre-application meeting and seeks to proceed with the application process, the Director may notify the PZC and Council of the lack of adequate information submitted at the pre-application conference. (iv) The Director may provide a written letter after the pre-application conference summarizing application submittal requirements, review procedures, development standards, planning issues and required fees. The informal evaluation of the Director and staff provided at the pre- application conference are not binding upon the applicant or the Town. Critical issues relevant to a development application may not be apparent at the pre-application conference and may require additional review, submissions or studies later in the application process. (b) Step 2: Application Submittal. (1) Applicant. The owner of real property or authorized representative of the owner with a properly acknowledged power of attorney, may submit a development application. No development application shall be received for processing or approved and no application for a building permit shall be granted, when the applicant is in default under any related or unrelated agreement or obligation to the Town. (2) Application Submittal Requirements. The applicant shall submit the application to the Director. Application submittal requirements for every application type shall be available established by the Director on submittal forms available in the Administrative Manual from the Department of Community Development or on the Town's website. (i) The Director may adopt standards and requirements for three-dimensional electronic and graphic information for application submittal requirements. (ii) The Director may waive submission requirements where appropriate to specific applications; however, the waiver of any submission requirement shall not preclude the Planning and EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 29 of 111 Zoning Commission or Town Council from requiring such information where deemed necessary for evaluation of the development application with the applicable review criteria. (iii) The minimum submittal requirements for all applications shall include: (I) A. Completed application forms; (ii) B. Owner's signature or an acknowledged power of attorney if the owner has authorized an agent or representative to act as the applicant; (iii) C. An electronic Title insurance cCommitment which has been updated dated within sixty (60) days of the application. If the Title Commitment does not contain live document links, a copy of the Commitment submittal shall be accompanied along with copies of all documents listed in the Exceptions; (iv) D. Legal description of the property subject to the development application; (v) E. Development application review fees; and (vi) F. Recent Survey executed no more than three (3) years old prior stamped by a surveyor licensed in the State of Colorado. The preferred survey type (minimum) includes a plat, Information Location Certificate (ILC), or Alta. Survey must reflect current conditions of the subject property. G. For Subdivision applications: Closing calculations, as supplied by the applicant surveyor. (3) Required Studies and Reports. Reports or studies may be necessary to adequately evaluate the development application for compliance with the review criteria. Such reports include but are not limited to: studies of soils, geological hazards, fiscal impacts, market analysis, traffic impacts and/or environmental impacts. The applicant shall furnish the reports or studies needed at the applicant's sole expense. The Town may require independent peer review of any report or study provided by the applicant. (i) The applicant and the Town may agree to retain a mutually acceptable consultant to prepare a report or study, which cost shall be paid by the applicant. All required reports or studies shall be executed by professionals or other persons qualified to provide the requested reports. The form and content of reports or studies may be established by the Director and set forth in the Administrative Manual. (4) Concurrent Review Permitted. Where multiple development applications concern the same property, the Director may permit concurrent review of the development applications for efficiency and practicality. (5) Multiple Applications. A single property shall not be permitted to have more than one (1) application of the same type being processed concurrently. (6) Fees. Fees shall be paid in accordance with Section 7.04.100, Fees. (c) Step 3: Application Processing. (1) Determination of Completeness. A development application shall be reviewed for completeness by the Director within ten (10) business days after receipt acceptance of an application. If the application is determined to not be complete, then a written communication shall be promptly provided to the applicant indicating the specific deficiencies in the application. The determination EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 30 of 111 that an application is complete or the failure to determine an application is incomplete within ten (10) days shall not preclude the Town from requiring information which is necessary and relevant to evaluate the development application for compliance with the review criteria. A determination by the Director that the application is incomplete may be appealed to the Town Council in accordance with the procedures in Section 7.16.180, Appeal. (2) Referral to Other Agencies. Development applications may be referred to other agencies for review and comment. (i) The Director shall attempt to identify appropriate referral agencies and shall consider the comments from referral agencies as part of the staff review and report. (ii) The Planning and Zoning Commission and Town Council may determine that referral of a development application to an agency for review and comment is appropriate where such referral agencies may provide comments relevant to evaluating the development application for compliance with the review criteria. (iv) Referral of development applications to other agencies shall provide a minimum time frame for review and comment of fourteen (14) days for development plans, variances, amendments to text of the Development Code and minor subdivisions; and twenty-one (21) days for preliminary subdivision, planned unit development, planned unit development amendments, rezoning and 1041 permits; however, the time frame for review and comment may be extended if the development application presents technical issues which require additional review, if additional information is provided by the applicant or the application is modified. Referral agencies may include, but are not limited to: (i) A. Any utility, local improvement or service district or ditch company, when applicable; (ii)B. The Colorado Department of Transportation when the proposed development is adjacent to or in sufficient proximity to affect a right-of-way, interchange or other facility; (iii)C. The Colorado Geological Survey for findings and recommendations pertaining to geologic factors, including geologic hazards, mineralized areas and sand and gravel areas that would have a significant impact on the proposed use of the land; and (iv)D. Any other agency concerned with a matter or area of local interest that could be affected by the application. (3) Staff Review and Report. The Director shall review the application in accordance with the criteria established in this Chapter and shall prepare written findings of fact. If authorized as the decision- making authority, the Director shall inform the applicant in writing of the findings and determination. If not authorized as the decision-making authority, the Director shall prepare a recommendation and submit the recommendation and findings to the appropriate review and decision-making authority. (4) Required Processing. Applicants shall be required to continuously and diligently pursue their development applications, which shall include responding in a timely manner to staff comments and requests. An applicant which fails to respond to staff comments or requests for a period of four (4) months shall be administratively withdrawn by the Director unless the Director determines that good cause exists to extend the application time frame and approves such extension in writing. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 31 of 111 (d) Step 4: Notice. Notice shall be required for all public hearings conducted by the Planning and Zoning Commission and Town Council. (1) Published and Posted Notice. Notice shall be published in a newspaper of general circulation within the Town and posted in the designated official places of posting by the Town at least eleven (11) days prior to the hearing date. (2) Mailed Notice. (i) For procedures that require mailed notice, notice shall be sent by first-class mail to all real property owners within three hundred (300) feet of the property which is the subject of a for significant development applications including preliminary subdivision, planned unit development, major planned unit development amendments, rezoning, and 1041 permits, as measured from the boundary of the property; or (ii) For procedures that require mailed notice, notice shall be sent by first-class mail to all real property owners within one hundred (100) feet of the property which is the subject of a less significant for development applications including special review use, temporary use, variance, minor planned unit development amendments, or Wildridge Lot Split Amendments, as measured from the boundary of the property. (iii) If a property within the applicable mailing radius three hundred (300) feet that requiringes notification is a commercial condominium project or similar, notice may be mailed to the managing agent, registered agent, owner’s association, or any member of the board of directors of the project. (iv) Mailed notice shall be postmarked at least eleven (11) days prior to the meeting. (v) Mailed notice shall be sent by the Town at the applicant's expense, including a reasonable allocation of labor expense. The Eagle County Assessor's records may be used to determine the addresses of real property owners. The Town shall include a certificateion of mailing affidavit in the public record. Mailed notice shall be required for applications as noted in Table 7.16-1. (3) Notice Content. Every required form of notice shall state the time and place of the hearing, the name of the applicant, a general description of the subject property indicating its location (which shall be shown by map within mailed notices only, made available upon request by Director), a brief summary of the subject matter of the hearing, a description of the proposed development, a statement that the application or information relating to the proposed change or amendment is available in the Director's office during regular business hours for review or inspection by the public, and, a statement that written comments may be submitted to the Community Development Department or the Town Clerk. All required notices shall be approved by the Director prior to posting or distributing. (4) Constructive Notice. Minor defects in any notice shall not impair the notice or invalidate proceedings pursuant to the notice if a bona fide attempt has been made to comply with applicable notice requirements. Minor defects in notice shall be limited to errors in a legal description or typographical or grammatical errors that do not impede communication of the notice to affected parties. In all cases, however, the requirements for the timing of the notice and for specifying the time, date and place of a hearing shall be strictly construed. Any person who appears at a public EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 32 of 111 hearing is deemed to have received constructive notice and waived any grounds to challenge defective notice. If a question arises at the hearing regarding the adequacy of notice, the reviewing or decision-making body shall make a formal finding as to whether there was substantial compliance with the notice requirements of this Code. When the records of the Town document the publication, mailing and posting of notices as required by this Section, it shall be presumed that notice was given as required by this Section. If the reviewing or decision-making body takes action to continue a hearing to a future specified date, time and location, then constructive notice is deemed to have been provided for such continued hearing date and additional notices shall not be required. (e) Step 5: Public Hearings. The Director shall schedule a public hearing date before the PZC and/or Town Council after a complete application has been received, and Town staff has completed Town staff review and referral agencies have had an opportunity to provide comments. (1) The Director may delay the scheduling of a public hearing to a subsequent meeting where an agenda of the PZC or Town Council is full. (2) A complete application shall be scheduled for an initial public hearing within seventy-five (75) days after the date that the application is determined to be complete unless the applicant consents to scheduling the public hearing on a later date. (3) The PZC or Town Council may continue a public hearing on its own initiative for a maximum of sixty-five (65) days after the date of the initial public hearing without the consent of the applicant. (4) The PZC or Council may continue a public hearing for a maximum of ninety-five (95) days with the consent of the applicant. (5) The reviewing authority shall have thirty-five (35) days after the close of a public hearing to issue written findings in accordance with Paragraph 7.16.020(f)(3) and adopt a written final record of decision. (f) Step 6: Review and Decision. The following rules shall apply to review, recommendations and decisions conducted at public hearings: (1) Review Criteria. The reviewing authority shall be Director when the Director has the authority to administratively approve a development application. The reviewing authority shall be the PZC and/or Town Council for all development applications which are subject to public hearing. The reviewing authority shall review development applications for compliance with all relevant standards and criteria as set forth in the specific procedures for the particular application in this Development Code, as well as the following general criteria which shall apply to all development applications: (i) The development application is complete; (ii) The development application provides sufficient information to allow the reviewing authority to determine that the development application complies with the relevant review criteria; (iii) The development application complies with the goals and policies of the Avon Comprehensive Plan; and (iv) The demand for public services or infrastructure exceeding current capacity is mitigated by the development application. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 33 of 111 (2) Authority to Require Additional Studies. If the reviewing authority finds that the submittal materials are not adequate to evaluate the development against the review criteria, it may require additional studies as necessary. In doing so, the reviewing authority shall indicate the specific consequences or concerns for which the standard submittal requirements fail to provide adequate means of evaluation and the data or information needed for proper evaluation. The results of any study or analysis shall not dictate either approval or disapproval of the proposed project. (3) Findings. The reviewing authority shall adopt written findings which document that a recommendation or decision is based upon a determination of whether the development application complies with the applicable review criteria. The written findings shall state the conditions or mitigation. (4) Conditions. The reviewing authority may recommend approval or may approve a development application with conditions where such conditions are deemed necessary to ensure compliance with the applicable review criteria and the purpose and intent of this Development Code. Conditions shall be in written form and attached to the approved plan, plat or permit. Conditions may include specific time limits for performance of any condition. Conditions may include financial performance guarantees from the applicant where the condition requires improvements for mitigation, where deemed necessary to public health, safety or welfare or where deemed necessary to protect adjacent property or public infrastructure. Financial performance guarantees shall be in the form of an agreement which is acceptable to the Town and shall be executed by the applicant. (5) Final Decision. A decision by the Director or the PZC shall become final unless a written appeal is timely submitted to the Town in accordance with Section 7.16.180, Appeal. The date of the decision shall be the date that the reviewing authority renders a decision. The Town shall mail the written findings and notification of decision to the applicant within five (5) working days of the decision of the reviewing authority. The Town Council reserves the authority to render a final decision on all decisions rendered under this Development Code, and only a decision of the Town Council may be subject to legal challenge. The failure to timely submit a written appeal of a decision of the Director or the PZC shall be deemed to be a waiver of any right to legally challenge such decision. (g) Termination of Approval. All development approvals shall expire and become void two (2) years after the date of the approval if a building permit has not been issued prior to the expiration date, except when a different duration is specified in the development approval, a different duration is specified in the specific procedures for the development approval or a request for extension is approved by the reviewing authority which granted the original development approval. The owner shall submit a written request for an extension to the Director prior to the expiration date and shall state the reasons and circumstances for such extension request. The Director and the PZC may provide one (1) extension for a maximum of one (1) year. The Town Council may provide multiple extensions and may provide extensions greater than one (1) year. (Ord. 21-09 §4; Ord. 18-19 , §5; Ord. 13-14 §2; Ord. 13-09 §2; Ord. 11-04 §4; Ord. 10-14 §3) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 34 of 111 7.16.030 Comprehensive Plan Amendment This Section sets forth procedures for reviewing proposed amendments to the texts and maps of the Avon Comprehensive Plan or in adopting sub-area or related/specific area plans that contain recommendations or guidance in more detail than offered in the generalized Comprehensive Plan. The amendment process is established in order to provide flexibility in response to changing circumstances, to reflect changes in public policy and to advance the general welfare of the Town. (a) Review Procedures. Applications to amend the Avon Comprehensive Plan shall follow the general review procedures set forth in Section 7.16.020, General procedures and requirements. Applications to amend the Comprehensive Plan may be initiated by the Town Council, any registered voter of in the Town, or any property owner in the Town. (b) Review Authority. The PZC shall review applications for amendments to the Avon Comprehensive Plan and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall render the final decision on an application to amend the Avon Comprehensive Plan after conducting a public hearing. Amendments to the Avon Comprehensive Plan shall be approved by ordinance of the Town Council. (c) Review Criteria. The PZC and Town Council shall use the following review criteria to review a Comprehensive Plan Amendment. While these considerations are not definitive criteria, they can serve as the basis for recommendations and decisions on applications to amend the Avon Comprehensive Development Plan: (1) The surrounding area is compatible with the land use proposed in the plan amendment or the proposed land use provides an essential public benefit and other locations are not feasible or practical; The land use as proposed in the Plan amendment is compatible with the surrounding area; (2) Transportation services and infrastructure have adequate current capacity or planned capacity, to serve potential traffic demands of the land use proposed in the plan amendment, if applicable; (3) Public services and facilities have adequate current capacity or planned capacity to serve the land use proposed in the plan amendment, if applicable; (4) The proposed land use in the plan amendment will result in a better location or form of development for the Town, even if the current plan designation is still considered appropriate; (5) Strict adherence to the current plan would result in a situation neither intended nor in keeping with other key elements and policies of the plan and current planning and community trends; (6) The proposed plan amendment will promote aligns or is in conformance with the applicable purposes stated in this Development Code; and (7) The proposed plan amendment will consistently promote the health, safety or welfare of the Avon Community and will be consistent with the general goals and policies of the Avon Comprehensive Plan; (8) The proposed amendment proposes a land use that offers an essential or effective public benefit; and (9) The proposed land use is more suitable in the proposed location than elsewhere in Avon. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 35 of 111 (Ord. 13-09 §2; Ord. 10-14 §3) 7.16.040 Code Text Amendment The Town Council may amend the text of the Development Code, including the adoption, modification or replacement of appendices to the Development Code, pursuant to this Section. The purpose of a code text amendment is to address changed conditions, unintended consequences or changes in public policy, to advance the general welfare of the Town. (a) Review Procedures. Applications to amend the text of the Development Code shall follow the general review procedures set forth in Section 7.16.020, General procedures and requirements. Applications to amend the text of the Development Code may be initiated by the Town Council, any property owner within the Town or any registered elector within the Town. (b) Review Authority. The PZC shall review applications to amend the text of the Development Code and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall render the final decision on an application to amend the text of the Development Code after conducting a public hearing. Amendments to the text of the Development Code shall be approved by ordinance of the Town Council. (c) Review Criteria. The PZC and Town Council shall use the following review criteria as the basis for recommendations and decisions on applications to amend the text of the Development Code: (1) The text amendment promotes or supports the health, safety and general welfare of the Avon community; (2) The text amendment promotes, supports, or implements the goals and policies of the Avon Comprehensive Plan; (3) The text amendment promotes, supports, or implements the purposes stated in this Development Code; or (4) The text amendment is necessary or desirable to respond to changed conditions, new planning concepts or other social or economic conditions. (Ord. 13-14 §2; Ord. 13-09 §2; Ord. 10-14 §3) 7.16.045 Town Core Boundary Overlay (NEW) This Section sets forth procedures for reviewing proposed amendments to the official Town Core boundary overlay zone district. The amendment process is established to provide flexibility in response to changing circumstances or rezonings, changes affecting Short Term Rental areas, or to reflect changes in public policy. (a) Review Process. Applications to amend the Town Core boundary overlay shall follow the general review procedures set forth in Section 7.16.020, General procedures and requirements and 7.16.050 Rezoning procedures and Review Criteria. Applications to amend the Town Core boundary overlay may be initiated by the Town Council, or any property owner with contiguous property to the Town Core. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 36 of 111 (b) Town Core Boundary. The Town Core boundary shall be adopted by the Town Council as the official boundary for this area of Avon, delineated as an overlay zone district. The boundary shall consistently show all properties within this area, and those outside of this area within the limits of the Town of Avon. The boundary shall be readily available for public viewing online or available for the public. (1) Administrative updates to the official Town Core boundary in response to the rezoning of properties that are not within Town Core are allowable by the Community Development Director at any time. 7.16.050 Rezonings The boundaries of any zone district may be changed or the zone classification of any parcel of land may be changed pursuant to this Section. The purpose is not to relieve particular hardships nor to confer special privileges or rights on any person, but only to make adjustments to the Official Zoning Map that are necessary in light of changed conditions or changes in public policy or that are necessary to advance the general welfare of the Town. (a) Review Procedures. Applications for a rezoning shall follow the general review procedures set forth in Section 7.16.020, General procedures and requirements. Applications for rezonings may be initiated by the Town Council or the property owner and may not be initiated by any other person. (b) Review Authority. The PZC shall review applications for rezonings and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall render the final decision on an application for rezonings after conducting a public hearing. Rezonings shall be approved by ordinance of the Town Council. (c) Review Criteria. The PZC and Town Council shall use the following review criteria as the basis for recommendations and decisions on applications for rezonings: (1) Evidence of The proposed rezoning is in substantial compliance with the applicable purpose statements of the Development Code; (2) Consistency with the Avon Comprehensive Plan; The proposed rezoning is in substantial conformance with the goals, policies, and intents of the Avon Comprehensive Plan; (3) The Pphysical suitability of the land for the proposed development or subdivision is sufficient, if rezoned; (4) The rezoning is Compatibility compatible with surrounding land uses; (5) Whether the proposed rezoning is justified by addresses changed or changing conditions in the character of the area proposed to be rezoned; (6) Whether there are adequate facilities available to serve development for the type and scope suggested by the proposed zone compared to the existing zoning, while maintaining adequate levels of service to existing development; Whether the public facilities available to serve development permitted by the new zoning or the proposed development for the type and scope suggested by the change in zoning remains EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 37 of 111 adequate while maintaining sufficient and does not decrease the levels of service to neighboring or existing development, as compared to the existing zoning; (7) Whether the rezoning is consistent with the stated purpose of the proposed zoning district; (8) That, compared to the existing zoning, the rezoning is not likely to result in adverse impacts upon the natural environment, including air, water, noise, stormwater management, wildlife and vegetation, or, such impacts will be substantially mitigated; (9) That, compared to the existing zoning, the rezoning is not likely to result in significant adverse impacts upon other property in the vicinity of the subject tract; (10) For rezoning within an existing PUD, consistency with the relevant PUD Master Plan as reflected in the approval of the applicable PUD; and (10) The proposed rezoning addresses a demonstrated community need or otherwise results in one or more public benefits that offset potential development impacts, including, but not limited to, Community Housing, childcare facilities, transportation or public infrastructure improvements.; and (11) Adequate mitigation is required for rezoning applications which result in greater intensity of land use or increased demands on public facilities and infrastructure. (11) The proposed rezoning is suitable within the Wildfire Urban Interface (WUI) and does not increase development the hazard potential of inareas or on propertiesy with significant wildfire potential with or without mitigation. (d) Mitigation. Rezoning applications which propose a greater intensity of land use or increased demands on public services or infrastructure, or affect property with potential geologic hazards, shall be required to provide adequate mitigation of such impacts. Greater intensity of land use or increased demands on public facilities and infrastructure shall include, but are not limited to: transportation, water, sewer, schools, emergency services, police, parks and recreation, medical and library. Adequate mitigation may include providing dedications of land or cash-in-lieu for the proportionate share of capital investment in public facilities and infrastructure related to the potential incremental increase of demand created from the existing zoning classification to the proposed zoning classification. (Ord. 13-14 §2; Ord. 10-14 §3) 7.16.060 Planned Unit Development (PUD) (a) Purpose. This Section is intended to allow flexible development patterns that permit standards, requirements, or land uses that are not specifically provided for in this Development Code, resulting in a unique development that benefits Avon. It is the purpose of this Section: (1) To promote and permit flexibility that will encourage innovative and imaginative approaches in land development and renewal that will result in a more efficient, aesthetic, desirable and economic use of land while maintaining density and intensity of use consistent with the applicable adopted plans, regulations and policies of the Town; (2) To promote development within the Town that can be conveniently, efficiently and economically served by existing local utilities and services or by their logical extension; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 38 of 111 (3) To promote design flexibility, including placement of buildings, use of open space, pedestrian and vehicular circulation systems to and through the site and off-street parking areas in a manner that will best utilize potential on-site characteristics such as, topography, geology, geography, size and proximity; (4) To provide for the preservation of historic or natural features where they are shown to be in the public interest, including but not limited to such features as: drainage ways, floodplains, existing topography or rock outcroppings, unique areas of vegetation, historic landmarks or structures; (5) To provide for increase the compatibility with the area surrounding the project site; (6) To provide for usable and suitably located open space such as, but not limited to, bicycle paths, playground areas, courtyards, tennis courts, swimming pools, planned gardens, outdoor seating areas, outdoor picnic areas and similar open space; (7) To minimize adverse geologic hazards or environmental impacts of development; (8) To improve the design, quality and character of new development; and (9) To provide compensating community benefits to offset any impacts of the development and in recognition of design flexibility. (b) Eligibility Criteria. All of the following criteria must be met for a property to be eligible to apply for PUD approval. (1) Property Eligible. All properties within the Town are eligible to apply for PUD approval. (2) Consistency With Comprehensive Plan. The proposed development shall be consistent with the Avon Comprehensive Plan. (3) Consistent With PUD Intent. The proposed development shall be consistent with the intent and spirit of the PUD purpose statement in Subsection 7.16.060(a). (4) Compatibility With Existing Uses. The proposed development shall not impede the continued use or development of surrounding properties for uses that are permitted in the Development Code or planned for in the Avon Comprehensive Plan. (5) Public Benefit. A recognizable and material benefit will be realized by both the future residents and the Town as a whole through the establishment of a PUD, where such benefit would otherwise be infeasible or unlikely. (6) Preservation of Site Features. Long-term conservation of natural, historical, architectural or other significant features or open space will be achieved, where such features would otherwise be destroyed or degraded by development as permitted by the underlying zoning district. (7) Sufficient Land Area for Proposed Uses. Sufficient land area has been provided to comply with all applicable regulations of the Development Code, to adequately serve the needs of all permitted uses in the PUD projects and to ensure compatibility between uses and the surrounding neighborhood. (c) Dimensional and Development Standards. The following dimensional and development standards shall apply to all PUDs. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 39 of 111 (1) Overlay District. A PUD shall be an overlay district and shall be applied over an underlying zone district. If there is no underlying zone district, one shall be established prior to or concurrently with a PUD approval. The rezoning process set forth in Section 7.16.050 shall be used to establish the underlying zone district. (2) Permitted Uses. PUD uses shall be limited to those allowed either as permitted, accessory or special review uses in the underlying zone district. (3) Development Standards. Chapter 7.28, Development Standards, shall apply to PUD projects. (d) General Procedures. All PUDs are processed in two (2) stages: 1) the preliminary PUD; and 2) the final PUD. The final PUD can only be filed with the Town for review and processing after the preliminary PUD has been approved or conditionally approved by the Town Council. The filing of a PUD in the office of Community Development shall not constitute the effective dedication of easements, rights-of-way or access control, nor shall the filed PUD plan neither be the equivalent of nor substitute for the final platting of land. Specific procedures for preliminary PUD and final PUD are outlined below. (1) Coordination With Subdivision Review. It is the intent of this Development Code that subdivision review required under Section 7.16.070, Subdivisions, if applicable, be carried out concurrently with the review of PUD development plans under this Section. If subdivision approval is required for the subject property, the PUD plans required under this Section shall be submitted in a form that satisfies the requirements for preliminary and final subdivision plat approvals. If any provisions of this Section conflict with the subdivision procedures or standards of this Development Code, the more restrictive or detailed requirements shall be met, unless specifically altered by the Town Council. Where subdivision approval will be required to implement development in a proposed PUD, the applicant shall file a single preliminary PUD plan incorporating the application requirements of both the PUD and subdivision preliminary plans. Concurrent sSubdivision review as required under Section 7.16.070 should be carried out concurrently with the review of PUD development plans, under this Section. Application materials shall be submitted in a form that satisfies the requirements for preliminary and final subdivision plat approvals. If any provisions of this Section conflict with the subdivision procedures or standards of this Development Code, the more restrictive or detailed requirements shall be met unless specifically altered by the Town Council. (e) Procedures for Preliminary Planned Unit Development. The general procedures set forth in Section 7.16.020 shall apply to preliminary PUD applications. Where subdivision approval will be required to implement development in a proposed PUD, the applicant shall file a single preliminary PUD plan incorporating the application requirements of both the PUD and subdivision preliminary plans. The provisions and procedures for public notice, hearing and review for a PUD as prescribed in this Section shall apply to the complete application. (1) Preliminary PUD Master Plan and Guide Required. The application for PUD rezoning shall include a preliminary PUD plan. The Director shall require sufficient detail in the preliminary PUD plan to provide an opportunity for the approving bodies to make informed decisions and evaluate compliance with the applicable approval criteria. The plan shall include, at a minimum: (i) A quantitative summary of existing conditions on the subject property; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 40 of 111 (ii) A list of uses to be allowed within the PUD by right, a list of uses to be allowed only with a special review use permit and a list of temporary uses; (iii) Parking analysis based on proposed uses; (iv) Density of uses proposed; (v) Location of public and private open space; (vi) Location of existing and proposed buildings on the site; (vii) Road, street and pedestrian networks proposed; (viii) Drainage facilities; (ix) Existing or proposed utilities and public services; (x) If development is to be phased, a description of the phase components and timing; (xi) A statement that development on the site will meet applicable standards of the underlying zoning district and this Development Code or a statement specifying the standards of the underlying district and this Development Code to which modifications are proposed and the justification for such modifications; and (xii) A statement specifying the public benefits to be contained in or associated with the PUD. (xiii) Identification of any geologic hazards that may require mitigation. (2) Notice. Where subdivision approval will be required to implement development in a proposed PUD, the public hearing notice requirements for preliminary subdivision plan approval shall be combined and shall run concurrently with the PUD public notice and hearing requirements. (3) Reviewing Authority. The PZC shall review a preliminary PUD applications and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall review and render a final decision on a preliminary PUD application after conducting a public hearing. Unless otherwise approved by the Town Council, approval of a preliminary PUD application shall vest no rights to the applicant other than the right to submit a final PUD development plan. (4) Review Criteria. The PZC and Town Council shall consider the following criteria as the basis for a recommendation or decision to rezone a property to PUD overlay, approve a preliminary PUD plan or process a PUD amendment: (i) The PUD addresses a unique situation, confers a substantial benefit to the Town and/or incorporates creative site design such that it achieves the purposes of this Development Code and represents an improvement in quality over what could have been accomplished through strict application of the otherwise applicable district or development standards. Such improvements in quality may include, but are not limited to: improvements in open space provision and access; environmental protection; tree/ vegetation preservation; efficient provision of streets, roads and other utilities and services; or increased choice of living and housing environments; (ii) The PUD rezoning will promote the public health, safety and general welfare; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 41 of 111 (iii) The PUD rezoning is consistent with the Avon Comprehensive Plan, the purposes of this Development Code and the eligibility criteria outlined in Subsection 7.16.060(b); (iv) Facilities and services (including roads and transportation, water, gas, electric, police and fire protection and sewage and waste disposal, as applicable) will be available to serve the subject property while maintaining adequate levels of service to existing development; (v) Compared to the underlying zoning, the PUD rezoning is not likely to result in significant adverse impacts upon the natural environment, including air, water, noise, storm water management, wildlife and vegetation, or such impacts will be substantially mitigated; (vi) Compared to the underlying zoning, the PUD rezoning is not likely to result in significant adverse impacts upon other property in the vicinity of the subject tract; and (vii) Future uses on the subject tract will be compatible in scale with uses or potential future uses on other properties in the vicinity of the subject tract. (5) Submission Deadline for Final PUD Master Plan. Within six (6) months following approval of the preliminary PUD plan, the applicant shall initiate the second stage of the application process by filing with the Director a final PUD plan and subdivision plat if necessary applicable, containing in final form all the information required in the preliminary PUD plan, along with such other documents as may be necessary to implement the plan or to comply with all applicable requirements of this Development Code. Upon written request by the applicant prior to the application lapsing, the Planning and Zoning Commission, for good cause, may extend the period for filing the final PUD plan for a period not to exceed six (6) months. (f) Procedures for Final Planned Unit Development Plan Approval. The general procedures set forth in Section 7.16.020, General procedures and requirements, shall apply to final Planned Unit Development Plan applications subject to the following exceptions and additions: (1) Pre-Application Conference. A pre-application conference shall be required, unless waived by the Director. (2) Contents of the Final PUD Master Plan. The final PUD master Plan shall contain all of the materials included in the preliminary PUD development plan, together with revisions, if any, that may be approved by the Planning and Zoning Commission without an additional public hearing, as described in Subparagraph b. below. In addition to the materials required in the administration manual, the final PUD master plan shall include the following: (i) Phasing Program. A document describing any proposed phasing program of the development for all structures, recreational and other common facilities and open space improvements, including time schedule for commencement and completion dates of construction of each phase. Intermediate phases shall not exceed overall project density, and a pro rata allocation of common open space shall be made as each phase is developed. (ii) Common Open Space Agreement. A copy of the formal agreement with a public agency or private association for the ownership and maintenance of the common open space is required. (iii) Plats for Recording. A copy of any subdivision plat, plat of dedication or plat of vacation that may be a necessary part of the PUD rezoning is required. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 42 of 111 (iv) Covenant. A restrictive covenant in a form acceptable to the Town Attorney limiting development or construction upon the tract as a whole to such development and construction as shall comply with the final PUD development plan as approved by the Town Council, which document shall include a provision granting the Town a right to enforce the same. Covenant examples may include Development Agreements, Public Improvement Agreements, plat notes, or similar-type documents. (3) Permitted Minor Changes From a Preliminary PUD Master Plan. Minor changes in the location, siting and height of structures, streets, driveways and open spaces may be authorized by the PZC to be included in the final PUD master plan in accordance with the following procedure without additional public hearings, if such changes are required by engineering or other circumstances not foreseen at the time the preliminary PUD development plan is approved. No change authorized by this Subsection may cause any of the following: (i) A change in the use or character of the development; (ii) An increase by more than one percent (1%) in the overall coverage of structures; (iii) An increase in the density or intensity of use; (iv) An increase in the impacts on traffic circulation and public utilities; (v) A reduction of not more than one percent (1%) in approved common open space. (4) Reviewing Authority. The PZC shall review all final PUD Plan applications and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall review and render a final decision on a final PUD Plan application after conducting a public hearing. (5) Review Criteria. The PZC and the Town Council shall review the final PUD development, and plan, and PUD rezoning applications according to the same approval criteria listed above for preliminary PUD development plans. (g) Recordation. The applicant shall record the approved final PUD Plan, as approved, in the office of the Eagle County Clerk and Recorder within thirty (30) days after the date of approval. If the final PUD Plan is not recorded, the approval of the Town Council shall be deemed to have been withdrawn and the approval shall be null and void. (h) Amendments to a Final PUD Plan. Unless a final PUD plan contains different amendment procedures, amendments to a final PUD plan are governed by this subsection. The PUD amendment process is dependent on the type of amendment. A PUD amendment may be initiated by the Town Council, or the PUD developer, declarant, or property owner(s) authorized to act under the governing PUD agreement, covenants, or other recorded instruments, including any entity that retains amendment rights or development control pursuant to such documents. (1) PUD Amendment Categories. Categories of PUD amendments are established and defined as follows for the purpose of determining the appropriate review procedure: (i) Administrative Amendment. A proposed PUD amendment is considered administratively if it provides for the correction of any errors caused by mistakes that do not materially alter the substance of the final PUD development plan as represented to the Town Council. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 43 of 111 (ii) Minor Amendment. A proposed PUD amendment is considered minor if it meets the following criteria for decision and has been determined as such by the Director: (A) The PUD amendment does not increase density, increase the amount of nonresidential land use or significantly alter any approved building scale and mass of development. (B) The PUD amendment does not change the character of the development and maintains the intent and integrity of the PUD. (C) The PUD amendment does not result in a net decrease in the amount of open space or result in a change in character of any of the open space proposed within the PUD. (D) The PUD Amendment does not increase the level of any potential geologic hazard for the development. (iii) Lot Split Amendment to Wildridge PUD. A proposed PUD Amendment to the Wildridge PUD to permit a lot split of a duplex lot into two (2) lots is considered a Lot Split Wildridge PUD amendment if it meets the following criteria for decision and has been determined as such by the Director: (A) The proposed duplex lot split is located in the Wildridge PUD Subdivision on a vacant, undeveloped lot. (B) The proposed PUD amendment meets the criteria for a Minor Amendment in Section 7.16.060(h)(1)(ii). (C) The PUD amendment proposes to split one (1) lot permitting a residential duplex dwelling into two (2) lots permitting one (1) detached single-family-residential dwelling on each lot. (D) The PUD Amendment maintains or decreases the level of any potential geologic hazard for the development. (iv) Major Amendment. A PUD amendment that is not classified as an administrative amendment, minor amendment or Lot Split PUD amendment to Wildridge PUD is considered a major amendment. (2) Reviewing Authority. (i) Administrative Amendments. The Director shall review and render decisions on Administrative Amendments. A decision of the Director may be appealed to the Council pursuant to Section 7.16.180, Appeal. (ii) Minor Amendments. The general procedures set forth in Section 7.16.020, General procedures and requirements, shall apply to minor PUD amendment applications. The PZC shall review all minor PUD amendment applications and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall review and render a final decision, through a resolution, on a minor PUD amendment application after conducting a public hearing. (iii) Lot Split Amendments to Wildridge PUD. The general procedures set forth in Section 7.16.020, General procedures and requirements, shall apply to Lot Split Amendments to EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 44 of 111 Wildridge PUD applications. The PZC shall review all Lot Split Amendments to Wildridge PUD amendment applications and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall review and render a final decision, through a resolution, on a Lot Split Amendments to Wildridge PUD amendment application after conducting a public hearing. (iv) Major Amendments. The general procedures set forth in Section 7.16.020 shall apply to major PUD amendment applications. All major PUD amendment applications shall be processed as preliminary PUD and final PUD Plan applications. Review criteria concerning Applications for a major PUD amendment requiring rezoning of property outside of the existing PUD shall also utilize the review criteria for 7.16.050 Rezonings if not be applicable to an amendment application, unless an expansion of the PUD boundary is proposed. (3) Review Criteria –Minor Amendments. The PZC and Council shall review a minor PUD amendment according to the following criteria same approval criteria listed above for a preliminary PUD development plan. (i) The minor PUD amendment is consistent with the intention and character of the approved development of the Planned Unit Development being amended; (ii) The minor PUD amendment will promote the public health, safety and general welfare; (iii) The minor PUD amendment is consistent with the Avon Comprehensive Plan, the purposes of this Development Code and the eligibility criteria outlined in Subsection 7.16.060(b); (iv) The minor PUD amendment will not impact public Facilities and services including roads and transportation, water, gas, electric, police and fire protection and sewage and waste disposal, as applicable; (v) The minor PUD amendment is not likely to result in significant adverse impacts upon the natural environment, including air, water, noise, storm water management, wildlife and vegetation; and (vi) The minor PUD amendment will not result in significant adverse impacts upon other property in the vicinity of the subject tract. (ii) The minor PUD amendment does not affect, in a substantially adverse manner, either the enjoyment of land immediately adjacent or across a right of way from the Planned Unit Development or to the immediate neighborhood in general; (iii) The PUD Amendment is not granted solely to confer a special benefit upon any one person or entity, but is necessary for maintaining design aspects or language and general relevancy of the PUD provisions; (vi) Amendment of the underlying PUD plan shall not have the effect of extending the vesting period absent a specific finding and declaration to that effect. (4) Additional Review Criteria – Lot Split Amendments. The PZC shall review a Lot Split Amendment to the Wildridge PUD application and Major Amendments in the Wildridge PUD EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 45 of 111 that include a Lot Split according to the following criteria in addition to the review criteria for a preliminary PUD development plan: (i) The application results in less total site coverage improved conceptual residential design including, but not limited to, building sites with less site disturbance than what a possible duplex structure could yield, improved drainage, decreased wildfire impacts, or improved access or connection to roadways. and contains use of restrictions on The application of delineated building envelopes restricting development when deemed appropriate to shall be used to minimize site coverage and in providing predictable building sites; (ii) Driveway disturbance is minimized and a shared driveway curb cut is utilized when feasible and when a shared driveway curb cut would reduce site disturbance; (iii) Areas not appropriate for development are designated on the PUD plan associated subdivision plat as non-developable; (iv) The proposed development of the site avoids disturbance of slopes greater than thirty percent (30%) or reduces potential disturbance of slopes greater than thirty percent (30%) compared to the existing PUD designation what a possible duplex structure may cause effect; and, (v) The PUD plan incorporates requirements and/or restrictions as deemed appropriate to minimize or mitigate impacts to properties in the vicinity, including but not limited to: (A) enhanced landscaping in accordance to Section 7.28.050(f) Landscaping; (B) increased building setbacks (i.e. minimum twenty (20) feet separation between buildings and a minimum ten (10) feet setback between properties); (C) designated building footprints through use of building envelopes or similar restrictive limitations; (D) building height restrictions or reductions; and or, (E) designated architectural massing, including building square footage designation or restrictions. (5) Review Criteria –Major Amendments. The PZC and Council shall review a PUD amendment according to the same approval criteria listed above for a preliminary PUD plan. (i) Lapse. Unless otherwise provided by the Town Council, development of an approved final PUD plan shall commence within twelve (12) months from the approval date of the final PUD plan. If development has not commenced within twelve (12) months, the Director shall initiate a public hearing process for the purpose of considering whether to rezone the property back to its prior zoning classification or, in light of other conditions, to another zoning classification and revocation of all permits issued and action taken. (j) Revocation of a Final PUD Plan. A final PUD plan may be revoked pursuant to the procedures and criteria set forth in this Section. Revocations may be initiated by the landowner, majority of owners within the PUD, or by Town Council. (1) Initiation of Revocation Proceedings. Revocation of a PUD may occur if: EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 46 of 111 (i) The landowner or a majority of the owners of property within the subject PUD, petition for revocation of such PUD plan in whole or in part; (ii) The project falls more than three (3) years behind the phasing plan or schedule filed with the final PUD; (iii) Construction and/or application for building permits have not commenced within one (1) year of approval of the final PUD absent an alternative construction phasing plan as approved by the Town Council; or (iv) The construction and provision of landscaping, buffers, open space and public streets and facilities that are shown on the final development plan are proceeding at a substantially slower rate than other project components. (2) Public Notice Requirements. Prior to the Planning and Zoning Commission meeting and the Town Council meeting, notice shall be given in accordance with the provisions of Subsection 7.16.020(d). (3) Review Authorities. (i) Planning and Zoning Commission Public Hearing. The Planning and Zoning Commission shall hold a public hearing and make a recommendation to revoke the final PUD, keep the final PUD in force or postpone the application. The Planning and Zoning Commission shall not recommend revocation of the final PUD to the Town Council unless the Planning and Zoning Commission makes the findings required for revocation. The Planning and Zoning Commission may impose reasonable conditions on such revocation in order to advance the health, safety and welfare of the citizens, such as vacation of the underlying final plat. (ii) Town Council Public Hearing. The Town Council shall hold a public hearing and determine whether to revoke, postpone or keep the final PUD in force. The Town Council shall not revoke the final PUD unless it makes the findings required for revocation. The Town Council may impose reasonable conditions on such revocation in order to advance the health, safety and welfare of the citizens, such as vacation of the underlying final plat. (4) Required Findings for Revocation. The Planning and Zoning Commission shall not recommend revocation and the Town Council shall not revoke any final PUD unless the following findings are made: (i) Revocation proceedings were initiated pursuant to this Section; and (ii) The property owners were notified no less than sixty (60) days prior to Planning and Zoning Commission action on the revocation; and (iii) Public notice was mailed prior to the PZC hearing on the revocation and prior to the Town Council hearing on the revocation pursuant to the provisions of Subsection 7.16.020(d); and (iv) The PUD is not compatible with the surrounding area; or (v) There is not a need for the uses in the area included within the PUD plan; or (vi) The PUD will have adverse impacts on future development of the area; or EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 47 of 111 (vii) The traffic generated by the PUD plan will have adverse impacts on the neighborhood and the surrounding area; or (viii) The PUD will have adverse impacts on community facilities in the neighborhood and on the surrounding area, including but not limited to schools, library, police and fire protection, recreation facilities, park lands and open space; or (ix) The PUD will have adverse impacts on municipal infrastructure in the area, including but not limited to water service, wastewater service, storm water service, transportation systems and street systems; or (x) The PUD will not comply with the standards and specifications for design and construction of public improvements in force at the time of the public hearing; or (xi) The owner or applicant has not met all dates established in the PUD plan for the commencement of construction of the PUD or for a phase of the PUD plan; or (xii) The revocation is in conformance with the provisions contained in applicable sections of this Code, consistency with the adopted Comprehensive Plan for the Town and applicable specific plans and relevant Town policies. (Ord. 2015-11 §3; Ord. 13-14 §2; Ord. 13-09 §2; Ord. 10-14 §3) 7.16.070 Subdivisions The purpose of the subdivision review procedures is to ensure compliance with all the standards and requirements in this Development Code and encourage quality development consistent with the goals, policies and objectives in the Comprehensive Plan. (a) Applicability. The procedures of this Section and the standards in Chapter 7.32, Engineering Improvement Standards, shall apply to all subdivisions or re-subdivisions that result in the portioning, dividing, combining or altering of any lot, parcel or tract of land, including land used for condominiums, apartments or any other multiple dwelling units or creation of an estate in airspace, except any subdivisions that are specifically excluded by state law. (1) If a tract of land that has been created or subdivided in the past is later described as a single tract in deeds or plat by the legal or equitable owners, any later subdivisions of that tract, even if along the lines of the earlier subdivision, shall be subject to the requirements of these regulations. (2) If any tract of land or airspace has been subdivided as one (1) type of subdivision and thereafter is subdivided so as to create a different type of subdivision (for example, conversion of a condominium subdivision to a timesharing subdivision), the conversion shall be subject to the requirements of this Development Code. (3) Unless the method of disposition is adopted for the purpose of evading the requirements of the Development Code, this procedure shall not apply to any division of land that: (1 i) Is created by a lien, mortgage, deed of trust or any other security instrument; (2 ii) Is created by any interest in an investment entity; (3 iii) Creates cemetery lots; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 48 of 111 (4 iv) Creates an interest or interests in oil, gas, minerals or water that are severed from the surface ownership of real property; (5 v) Is created by the acquisition of an interest in land in the name of a husband and wife or other persons in joint tenancy or as tenants in common of such interest. For the purpose of this Paragraph, any interest in common owned in joint tenancy shall be considered a single interest; (6 vi) Creates a leasehold interest with a term of less than twenty (20) years and involves no change in use or degree of use of the leasehold estate. (b) Subdivision Categories. Categories of subdivisions are established and defined as follows for the purpose of determining the appropriate subdivision review procedure: (1) Major Subdivision. Major subdivisions include all subdivisions which would create four (4) or more separate parcels of land or which would require or which propose subdivisions requiring or proposing public improvements that affect unplatted lands, or involve the vacation of existing public improvements. (i) An applicant shall apply for a major subdivision in accordance with the provisions established for the preliminary plan and final plat for subdivision procedures and standards of this Section. (2) Minor Subdivisions. Minor subdivisions include all subdivisions which would create less than four (4) separate parcels of from previously platted land, subdivisions which do not require or propose public improvements, subdivisions which consolidate two (2) or more lots into a single lot in a previously recorded subdivision plat, and subdivisions which move adjust any previously platted lot lines, subdivisions dividing a parcel of land for duplex or townhouse structures, revised plats necessary for the sole purpose of correcting survey or any other technical errors, and condominium and or timeshare subdivisions. by more than two (2) feet; but shall not include subdivisions which are administrative subdivisions. Condominium and timeshare subdivisions more than four (4) units which do not propose public improvements shall be processed as minor subdivisions. (i) An applicant shall apply for a minor subdivision in accordance with the provisions established for the final plat for subdivision procedures and standards of this Section. (ii) Minor subdivisions will not be approved without verification that all park, school, or other applicable dedication fees have been satisfied. (3) Administrative Subdivisions. Administrative subdivisions are subdivisions which include dividing a parcel of land for a duplex, subdivisions for the purpose of correcting survey errors, condominium and timeshare subdivisions up to four (4) units and subdivisions which adjust lot lines by two (2) feet or less and which do not change the number of lots. The Director shall have the authority to determine that an administrative subdivision application shall be processed as a minor subdivision where the character of the subdivision application or multiple applications presents issues which warrant review and approval by the Town Council. All administrative subdivisions are exempt from notice requirements outlined in Subsection 7.16.020(d). EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 49 of 111 (c) Review Procedures. Applications for a subdivision shall follow the general review procedures set forth in Section 7.16.020, General procedures and requirements. (1) Applications for subdivision must be initiated by the owner of real property. (2) The Director may combine preliminary plan and final plat review where the subdivision application can be reviewed efficiently and effectively with a combined process. (i) Where subdivision approval will be required to implement development in a proposed PUD, the applicant shall file a single preliminary plan incorporating the application requirements of both the PUD preliminary plan and subdivision preliminary plans. (3) The provisions and procedures for public notice, hearing and review for a preliminary PUD as prescribed in this Development Code shall apply to the a preliminary subdivision application. (d) Review Authority. The review authority for a subdivision application shall be determined by the subdivision category. (1) Major Subdivision. Major subdivisions shall be required to obtain approval for a preliminary plan and for a final plat. The PZC shall review a preliminary plan for a major subdivision application and shall provide a recommendation to the Town Council after conducting a public hearing. The Town Council shall render the final decision on a preliminary plan for a major subdivision application after conducting a public hearing. The Town Council shall review the final plat for major subdivision applications and render a final decision after conducting a public hearing. The preliminary plan and final plat for major subdivisions shall be approved by resolution or ordinance of the Town Council. (2) Minor Subdivision. Minor subdivisions shall require final plat review and approval. only where no public improvements are proposed; however, Tthe review criteria for a preliminary plan shall apply to review of minor subdivision final plats in addition to the review criteria for a final plat. The Director shall review and render decisions on minor subdivisions. A decision of the Director may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. (3) Administrative Subdivisions. Administrative subdivisions shall require and final plat review and approval. only. ; however, the review criteria for a preliminary plan shall apply to review of administrative subdivisions in addition to the review criteria for a final plat. The Director shall review and render decisions on administrative subdivisions. A decision of the Director may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. (e) Preliminary Plan Review Criteria. The reviewing authority will use the following review criteria as the basis for recommendations and decisions on applications for preliminary plan subdivision applications: (1) The proposed subdivision shall comply with all applicable use, density, development and design standards set forth in this Development Code that have not otherwise been modified or waived pursuant to this Chapter and that would affect or influence the layout of lots, blocks and streets. Applicants shall not create lots or patterns of lots in the subdivision that will make compliance with such development and design standards difficult or infeasible; (2) The subdivision application shall comply with the purposes of this Development Code; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 50 of 111 (3) The subdivision application shall be consistent with the Avon Comprehensive Plan and other community planning documents; (4) The land shall be physically suitable for the proposed development or subdivision; (5) The proposed subdivision shall be compatible with surrounding land uses; (6) There are adequate public facilities for potable water supply, sewage disposal, solid waste disposal, electrical supply, fire protection and roads and will be conveniently located in relation to schools, police, fire protection and emergency medical services; (7) The proposed utility and road extensions are consistent with the utility's service plan and are consistent with the Avon Comprehensive Plan and Comprehensive Transportation Master Plan; (8) The utility lines are sized to serve the ultimate population of the service area to avoid future land disruption to upgrade under-sized lines; (9) The subdivision is compatible with the character of existing land uses in the area and shall not adversely affect the future development of the surrounding area; (10) A proposed subdivision for an existing PUD shall be consistent with the relevant PUD Master Plan as reflected in the approval of that PUD; (11) Appropriate utilities, including water, sewer, electric, gas and telephone utilities, shall provide a "conditional capacity to serve" letter for the proposed subdivision; (12) That the general layout of lots, roads, driveways, utilities, drainage facilities and other services within the proposed subdivision shall be designed in a way that minimizes the amount of land disturbance, minimize inefficiencies in the development of services, maximizes the amount of open space in the development, preserves existing trees/vegetation and riparian areas, protects critical wildlife habitat and otherwise accomplishes the purposes of this Development Code; (13) Evidence that provision has been made for a public sewage disposal system or, if other methods of sewage disposal are proposed, adequate evidence that such system shall comply with state and local laws and regulations; (14) Evidence that all areas of the proposed subdivision that may involve soil or topographical conditions presenting hazards or requiring special precautions have been identified by the applicant and that the proposed use of these areas are compatible with such conditions or that adequate mitigation is proposed; (15) The subdivision application addresses the responsibility for maintaining all roads, open spaces and other public and common facilities in the subdivision and that the Town can afford any proposed responsibilities to be assumed by the Town; (16) If applicable, the declarations and owners' association are established in accordance with the law and are structured to provide adequate assurance that any site design standards required by this Development Code or conditions of approval for the proposed subdivision will be maintained or performed in a manner which is enforceable by the Town; and (17) As applicable, the proposed phasing for development of the subdivision is rational in terms of available infrastructure capacity and financing. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 51 of 111 (18) The inclusion of wildfire mitigation provisions for the subdivision, including but not limited to the provision of emergency ingress and egress, a water supply system for firefighting purposes, overlot vegetation thinning, creation of fuel-breaks, and a proposed plan for thinning and removal of trees and vegetation designed to mitigate wildfire hazard areas. The use of building envelopes may be required to locate structures outside of potential hazard areas, off of steep slopes and outside of draws and canyons. (f) Minor Subdivision Review Criteria. (1) The subdivision application is consistent with previous subdivision(s) and any associated minor or major development plan application(s) and or building permits. (2) The subdivision application is consistent with the Avon Comprehensive Plan. (3) The land included within the proposed subdivision is being subdivided in accordance with the zoning for the proposed use and or subdivision proposed. (4) The protective covenants, declarations, party wall agreements or other restrictions to be placed on the subdivision have been submitted and shall be filed for recording in the Office of the Clerk and Recorder at the time of Final Plat recording. (f g) Final Plat Review Criteria. After approval of a preliminary plan, the applicant may submit an application for a final plat. The following criteria shall apply to review of a final plat subdivision application: (1) The Town Engineer shall compare the legal description of the subject property with the County records to determine that: (i) The property described contains all contiguous single ownership and does not create a new or remaining unrecognized parcel of less than thirty-five (35) acres in size, (ii) The lots and parcels have descriptions that both close and contain the area indicated, and (iii) The plat is correct in accordance with surveying and platting standards of the State; (2) The final plat conforms to the approved preliminary plan and incorporates all recommended changes, modifications and conditions attached to the approval of the preliminary plan, if applicable to the current subdivision application. The Director may waive this criterion for a Minor Subdivision if an associated preliminary plan application is not necessary to split a previously platted parcel into less than four (4) lots. (3) The final plat conforms to all preliminary plan criteria; (4) The development will substantially comply with all sections of the Development Code; (5) The final plat complies with all applicable technical standards adopted by the Town; and (6) Appropriate utilities shall provide an ability to serve letters, including but not limited to water, sewer, electric, gas and telecommunication facilities. (h) Subdivision Plat Requirements. (1) The Final Plat shall be drafted in a legible form with black waterproof ink on a permanent reproducible material such as mylar, on a sheet or sheets measuring 24 by 36 inches with clear margins measuring 2 inches on the left hand side and one-half inch on the remaining sides. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 52 of 111 (i) Information sufficient to indicate that the Final Plat will meet requirements established under Title 38, Article 51 C.R.S, as amended. (ii) Departing property lines and owners of record of all parcels adjoining the proposed subdivision, including parcels separated there from only by a public right-of-way, in grey scale to indicate existing information. (iii) A computer printout, in text or excel format, of Parcel Summaries shall be provided, including lot closure analyses, block closure analyses, and other appurtenant information. (iv) The Plat shall show the name of the subdivision, date, and date of survey, north arrow, and graphic scale and a vicinity map to appropriate scale. Where multiple sheets are necessary a key map to sheet location and all certifications and dedications need to appear on the title or cover sheet. The Final Plat shall adhere to the format and include information as follows: A. Tract boundary lines and right-of-way lines or street lines in solid black lines; easements or other right-of-way lines in dashed lines; and lot boundaries in solid lines shall be shown with accurate dimensions to the nearest 0.01 foot. B. Bearings, deflection angles, arc lengths, chord bearings, chord lengths, tangent distances, and central angles of all curve shall be shown. Curve tables shall be provided on the plat. C. Widths and dimensions of all easements- including typical boundary easements as required by zoning, rights-of-way, and streets shall be indicated. (2) Notes section, organizing all necessary information including legal disclaimers, documents, reservations, definitions (i.e. common elements), associated documents, etc. (3) Names of all streets or roads, block letters and lot numbers shall be indicated in the required land use summary. The land use summary shall include the street address of each lot or unit on the plat. The address number shall be placed within an oval on each lot. (4) The location of any ditches or waterways. The high water mark should be established as part of the subject plat. (5) A legal description of the property with reference to the existing/underlying master parcel, and subdivision, if resubdividing. (6) Vicinity map at an appropriate scale, including section lines and township and range lines, where practical. (7) All elements shown on the plat shall be referenced as being created by this plat, or as existing with reference providing the recording information for this existing element. (8) All setbacks per zoning shown, and building envelopes provided if required. (9) Land Use Summary, including the total acreage of subdivision, total number of lots, and acreage within the subdivision for each use such as residential, commercial, right-of-way, non- developable areas, greenspaces or open space. (10) Surveyor notes, including any reference to any protective covenants, declarations or other restrictions which shall be filed with the plat, and a purpose statement describing the intentions EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 53 of 111 of the plat. (11) Plat Certificates: i. A Certificate of Dedication and Ownership executed by the record owner(s) and all other persons having an interest in the property affected by the subdivision, including any security interest. (See Appendix 7-C). ii. A Title (Company) Certificate showing marketable title in the owners, subject only to the liens or encumbrances of persons executing the Certificate of Dedication and Ownership. (See Appendix 7-C). iii. Surveyor's Certificate (See Appendix 7-C). The certificate shall be signed by a land surveyor licensed in the State of Colorado responsible for the survey and Subdivision Plat. iv. Town of Avon Certificate (See Appendix 7-C). v. Clerk and Recorder's Certificate (See Appendix XX). This certificate need not be completed until final signature by the Town. vi. Treasurer's Certificate of Taxes Paid (See Appendix 7-C). (g i) Public Improvements Guarantee. Guarantees for public improvements shall comply with Subsection 7.32.100(c). (h j) Revocation. An approval of a final plat is revoked pursuant to this Section. (1) Recording. The applicant shall cause the final plat and restrictive covenants, if any, to be recorded within ninety (90) days from the date of approval and acceptance of the Council. In the event that the plat is not recorded, the approval of the Town Council shall be deemed to be void and such plat shall not thereafter be recorded, unless and until the Mayor executes a written authorization for recording the final plat. (2) Vacation. The final plat approval shall include a determination of a reasonable time by which the project should be completed. All plats given final approval shall contain a notation indicating the date by which a project is expected to be completed, that shall be prima facie evidence of a reasonable time by which the project should have been completed. A plat or any portion thereof that has been finally approved by the Town Council and has been recorded shall be subject to vacation proceedings if the project that is the subject of the subdivision is not completed within the time set by the Town Council. (3) Extension. Extensions of the time limit for project completion may be obtained from the Council for good cause shown, upon request by the applicant or owner of the tract, if made before vacation proceedings are instituted. (Ord. 13-09 §2; Ord. 10-14 §3) 7.16.080 Development Plan (a) Purpose. The general purpose of the development plan review process is to ensure compliance with the development and design standards of the Development Code prior to the issuance of a building permit or concurrent with other required permits and to encourage quality development reflective of the goals and objectives of the Avon Comprehensive Plan. Specific purposes of development plan review include, but are not limited to the following: EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 54 of 111 (1) To prevent excessive overlot or unsightly grading of property that could cause disruption of natural watercourses, drainage ways, or, that may scar eliminate or significantly modify natural landforms or topography; (2) To ensure that the location and configuration of structures, including signs and signage, are visually harmonious with their sites and with surrounding sites properties and structures and that there shall be conformance to the Comprehensive Plan of the Town; (3) To ensure that the architectural design of structures and their materials and colors are visually harmonious in character with the Town's overall appearance, with natural and existing landforms and with officially approved development plans, if any, for the areas in which the structures are proposed to be located; and (4) To ensure that plans for the landscaping of property and open spaces conform with adopted rules and regulations and to provide visually pleasing settings for structures on the same site and on adjoining and nearby sites. (b) Applicability. A development plan shall be required for all new development and any modification to an existing development or development plan. (c) Development Plan Categories. Categories of development plans are established and defined as follows for the purpose of determining the appropriate development plan review procedure: (1) Major Development Plan. Major development plans include all new building construction over six hundred (600) square feet; (2) Minor Development Plan. Minor development plans include the following: (i) All new building construction six hundred (600) square feet or less; (ii) Modifications to Dumpster locations; (iii) Screen wall modifications; (iv) Landscape modifications, including but not limited to removal of existing vegetation and addition of new vegetation; (v iv) Deck modifications, including but not limited to additions, new construction and materials or color modifications; (vi v) Modifications to the exterior of an existing building, including but not limited to windows, doors, minor architectural details, colors and materials; (vii vi) Modifications to approved development plans which result in a ten-percent or less increase to lot coverage; ten-percent or less increase to building height; ten-percent or less increase to the amount of square footage of a land use or structure and does not result in a change in the types of uses in the project; (viii vii) Modifications to approved development plans which do not change the character of the approved design; and (ix viii) Other similar changes to a structure or property that do not significantly impact the site layout or design of a building (x ix) Mechanical equipment modifications EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 55 of 111 (d) Review Procedures. The general review procedures described in Section 7.16.020, General procedures and requirements, shall apply to development plan applications. Specific additions and modifications to the general review procedures are identified below. (e) Notice and Hearing. PZC shall review and render a decision or recommendation on the development plan application after conducting conduct a public hearing for all major development plans. Town Council shall conduct a public hearing following the PZC hearing when reviewing a development plan applicable in the Town Core Boundary. Notice of the public hearing shall be published and posted in accordance with Subsection 7.16.020(d)(1) and mailed notice is not required. The decision of PZC may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. The Director shall not conduct a public hearing for administrative review and decision on development plan applications. (f) Review Authority. The review authority for a development plan application shall be determined by the subdivision category. (1) Major Development Plan. The Director shall review and provide a recommendation to the PZC on all major development plan applications. The PZC shall render the final decision on a major development plan. The decision of the PZC may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. (i) Town Core. If the, unless the application is located within the Town Core The decision of the PZC may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. If an application is located within the Town Core, the Director shall review and provide a recommendation to the PZC. The PZC shall then review and provide a recommendation to the Town Council. The Town Council shall render the final decision on a major development plan within the Town Core. (2) Minor Development Plan. The Director shall review and render decisions on all minor development plans and minor sign plan applications. The decision of the Director may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. The Director may refer to the PZC any plan application that the Director determines warrants review by the PZC. Minor exterior alterations may be administratively approved through the building permit process based on Director discretion. Minor exterior alterations may include but are not limited to window or door modifications, including placement or materials, light fixture modifications, and modifications to decorative materials that do not significantly alter the appearance of the structure. (g) Review Criteria. The following review criteria shall be considered as the basis for a decision on development plan applications: (1) Evidence of substantial compliance Consistency with the purpose of the Development Code as specified in Section 7.04.030, Purposes; (2) Reserved; (32) The design conforms Conformity with the Avon Comprehensive Plan and other applicable, adopted plan documents, where these documents discuss design; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 56 of 111 (43) Consistency with any previously approved and not revoked subdivision plat, planned unit development plan or any other precedent plan or land use approval for the property as applicable; (54) Compliance with all applicable development and design standards set forth in this Code, including but not limited to the provisions in Chapter 7.20, Zone Districts and Official Zoning Map, Chapter 7.24, Use Regulations and Chapter 7.28, Development Standards; (65) That the development can be adequately served by city services, including but not limited to roads, water, wastewater, fire protection and emergency medical services; and (76) The development design conforms Consistency of the development design with the character of the surrounding community; or, where redevelopment is anticipated, relates the development to the character of Avon as a whole. (h) Expiration. A development plan approval expires pursuant to Subsection 7.16.020(h). (i) Revocation. Approved site plan documents shall be binding upon the applicants and their successors and assigns. No permit shall be issued for any building or structure or use that is not in accord with the approved documents or any approved modifications thereto. The construction, location, use or operation of all land and structures within the site shall conform to all conditions and limitations set forth in the documents. No structure, use or other element of approved design review documents shall be eliminated, altered or provided in another manner unless an amended site plan is approved. Any deviation from the approved development plan as approved shall be grounds for revocation of the development plan approval. (Ord. 21-09 §5; Ord. 18-19, §6; Ord. 14-09 §3 ; Ord. 13-09 §2; Ord. 10-14 §3) 7.16.090. Reserved. Ord. 21-09 §6, adopted August 10, 2021, repealed § 7.16.090, which pertained to design review and derived from Ord. 14-09 §4; Ord. 13-09 §2; Ord. 10-14 §3. 7.16.100 Special Review Use (a) Purpose. This Section provides a discretionary approval process for special review uses that have unique or widely varying operating characteristics or unusual site development features requiring further review and analysis. The procedure process encourages public review and evaluation of a use's operating characteristics and site development features and is intended to ensure that proposed use will not have a significant adverse impact on surrounding uses or on the community at large. Special review uses that may be allowed in each zone district are listed in Table 7.24-1, Allowed Uses. (b) Applicability. A Special Review Use (SRU) permit is required for any those uses allowed by special review as outlined in Table 7.24-1, Allowed Uses. (c) Review Procedures. Applications for a special review use shall follow the general review procedures set forth in Section 7.16.020, General Procedures and Requirements. Applications for special review use may be initiated by the owner of property for which a special review use is desired or, with property owner authorization, a lessee within a commercial development. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 57 of 111 (d) Review Authority. The PZC shall review and render a decision on an application for a special review use after conducting a public hearing. The decision of the PZC may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. (e) Review Criteria. The PZC shall use the following review criteria as the basis for a decision on an application for a special review use: (1) The proposed use is consistent with the Comprehensive Plan and all applicable provisions of this Development Code and applicable state and federal regulations; (2) The proposed use is consistent with the purpose and intent of the zoning district in which it is located and any applicable use-specific standards in the Development Code; (3) The proposed use is compatible with adjacent uses in terms of scale, site design and operating characteristics; (4) Any significant adverse impacts (including but not limited to hours of operation, traffic generation, lighting, noise, odor, dust and other external impacts) anticipated to result from the use will be mitigated or offset to the maximum extent practicable; (5) Facilities and services (including sewage and waste disposal, water, gas, electricity, police and fire protection, and roads and transportation, as applicable) will be available to serve the subject property while maintaining adequate levels of service for existing development; and (6) Adequate assurances of continuing maintenance have been provided. (f) Duration and Expiration. Special review use approvals shall expire pursuant to this Section. The PZC may approve a SRU permit in perpetuity but may assign a shorter time as deemed necessary. The PZC may require assurances that the ongoing operation of the use will comply with the applicant's representations and all conditions of approval, including, but not limited to, requiring an annual compliance review. All conditions imposed in any special use review shall be expressly set forth within the Record of Decision for this application. At least thirty (30) days prior to the expiration, the holder of the special review use approval may apply for a review hearing before the PZC. The PZC shall review the use against the criteria in Subsection (e) above to determine whether the special review use will be allowed to continue. Failure to extend this permit shall require a new SRU permit application approval or result in the cessation of the previously approved use. (1) Developments and uses granted by a special review use permit shall be developed or established in accordance with an approved development schedule or within two (2) years of the date of approval if no development schedule is established. Failure to develop or establish such development or uses in accordance with the time period approved on the permit shall result in the expiration of the permit. (2) If an approved use ceases operation for any reason for a period of one (1) year, the special review use permit shall be deemed expired. If the conditions of a permit become the responsibility of a person or entity other than the applicant, the Director shall be notified in writing, identifying the new person or entity responsible for maintaining the conditions of the approval/permit. Until such notice is received, the applicant shall remain responsible. Such notice shall be attached to the permit on file at the Town. (3) If the conditions of approval are not maintained, it shall be considered a violation of this Code and subject to revocation proceedings. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 58 of 111 (4) SRU approvals may be conditioned to run with the property, business owner, applicant for the applicatioproperty owner, or per lessee and or with lease terms. (Ord. 11-10 §2; Ord. 10-14 §3) 7.16.110 Variance In order to prevent or to lessen such practical difficulties and unnecessary physical hardships inconsistent with the objectives of the Development Code as would result from strict or literal interpretation and enforcement, variances from certain regulations may be granted. A practical difficulty or unnecessary physical hardship may result from the size, shape or dimensions of a site or the location of existing structures thereon; from topographic or physical conditions on the site or in the immediate vicinity; or from other physical limitations, street locations or traffic conditions in the immediate vicinity. Cost or inconvenience to the applicant of strict or literal compliance with a regulation shall not be a reason for granting a variance. It is not the intent of this Section to allow variances in the classification of uses of property. (a) Review Procedures. Applications for a variance shall follow the general review procedures set forth in Section 7.16.020, General Procedures and Requirements. Applications for variance may be initiated by the owner of property for which a variance is desired. (b) Review Authority. The PZC shall review and render a decision on an application for a variance after conducting a public hearing. The decision of the PZC may be appealed to Town Council pursuant to Section 7.16.180, Appeal. (c) Review Criteria. The PZC shall use the following review criteria as the basis for a decision on an application for a variance: (1) The degree to which relief from the strict or literal interpretation and enforcements of a specified regulation is necessary to achieve compatibility and uniformity of treatment among sites in the vicinity or to attain the objectives of the Development Code without grant of special privilege; (2) The effect of the requested variance on light and air, distribution of population, transportation and traffic facilities, public facilities and utilities and public safety; (3) Such other factors and criteria related to the subject property, proposed development or variance request as the decision-making body deems applicable to the proposed variance. (4) The applicants have exhausted all technological, design, or development possibilities and a variance is necessary due to the lack of any other practicable possibilities to utilize the property. (d) Required Findings. The PZC shall make the following written findings before granting a variance: (1) That the granting of the variance will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same district; (2) That the granting of the variance will not be detrimental to the public health, safety or welfare or materially injurious to properties or improvements in the vicinity; (3) That the variance is warranted for one (1) or more of the following reasons: EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 59 of 111 (i) The strict, literal interpretation and enforcement of the specified regulation would result in practical difficulty or unnecessary physical hardship inconsistent with the objectives of the Development Code; (ii) There are exceptional or extraordinary circumstances or conditions applicable to the site of the variance that do not apply generally to other properties in the same zone; or (iii) The strict or literal interpretation and enforcement of the specified regulation would deprive the applicant of privileges enjoyed by the owners of other properties in the same zone district; (4) That the necessity for pursuing a variance has not resulted from any act of the applicant or pre- existing development pattern, use, or structure. (e) Conditions. A variance granted by the PZC may contain limitations as to time or disposition or use of the tract in question in order to ensure that the stated purpose of the variance request is realized. Once the variance is granted, the variance shall run with the property until a significant modification to the property has occurred and the variance is no longer necessary. (f) Record of Decision.Action Notice. The Director shall notify the applicant for a variance in writing of the PZC's action within five (5) days after a decision has been rendered. A Record of Decision will be executed and available for the public memorializing PZC action. (g) Expiration. The variance approval expires if a building permit is not obtained within one (1) year of the approval. (Ord. 10-14 §3) 7.16.120 Alternative Design equivalent compliance. Alternative Design equivalent compliance is an procedure application that allows development to meet the intent of the design-related provisions of this Chapter through an alternative design not considered by code. It is not a general waiver or weakening of regulations; rather, this application procedure permits a site-specific design plan that is equal to or better than the strict application of a design standard specified in this Development Code. This procedure is not intended as a substitute for a variance, or administrative modification, or a vehicle for relief from standards in this Chapter. Alternative design applications compliance shall apply only to the specific site for which it is requested and does not establish a precedent for assured approval of other requests. (a) Applicability. A request for an alternative design equivalent compliance shall be made concurrently with a site-specific application for a procedure identified in this Chapter. The alternative design equivalent compliance procedure shall be available only for the following sections of this Development Code: (1) Section 7.20.100, Employee Housing Mitigation; (2) Section 7.20.085, Mixed-use and Commercial Encroachments (23) Section 7.28.020, Parking and Loading; (34) Section 7.28.040, Mobility and Connectivity; (45) Section 7.28.050, Landscaping; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 60 of 111 (56) Section 7.28.060, Screening; (67) Section 7.28.070, Retaining Walls; (78) Section 7.28.080, Fences; (89) Section 7.28.090, Design Standards; and (10) Section 7.32.040, Paved Trail Design. (b) Review Procedures. Applications for alternative design equivalent compliance shall be processed concurrently with the underlying development application for which an alternative design equivalent compliance with the applicable design standards is desired and shall follow the procedures for such underlying development application. Applications for alternative design equivalent compliance may be initiated by the owner of property for which alternative equivalent compliance is desired. (c) Review Authority. The review authority shall be the review authority as set forth for the underlying development application. The PZC shall review all alternative design equivalent compliance applications that have a concurrent minor development plan application. (d) Review Criteria. The review authority shall use the following review criteria as the basis for a decision on an application for alternative design equivalent compliance: (1) The proposed alternative achieves the intent of the subject design or development standard to the same or better degree than the subject standard; (2) The proposed alternative achieves the goals and policies of the Avon Comprehensive Plan to the same or better degree than the subject standard; (3) The proposed alternative results in benefits to the community that are equivalent to or better than compliance with the subject standard; and (4) The proposed alternative imposes no greater impacts on adjacent properties than would occur through compliance with the specific requirements of this Title; (5) The proposed alternative is technologically unique or necessary for improving the sustainability of the project without compromising the compatibility of the project with the neighborhood. (6) That the Alternative Design is not being utilized to strictly circumvent zoning requirements or standards. (e) Conditions. The reviewing authority may recommend or impose conditions on an approval for alternative equivalent compliance provided that such conditions are related to ensuring the performance of the alternative equivalent compliance to meet or exceed the subject standard. Such conditions may include performance guarantees, required timeframes or the ability to revoke an approval for alternative equivalent compliance. (f) Effect of Approval. Alternative equivalent compliance shall apply only to the specific site for which it is requested and shall not establish a precedent for approval of other requests. (Ord. 10-14 §3 ) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 61 of 111 7.16.130 Right-Of-Way Vacation The purpose of this Section is to provide procedures and standards for the vacation of rights-of-way in the Town. The procedures and authority set forth in Section 43-2-301, et seq., C.R.S., shall apply unless in conflict with any specific provision set forth in this Section. The vacation of public easements are also considered rights-of-way in this Section. (a) Definitions Incorporated. The definitions set forth in Section 43-2-301, C.R.S., are incorporated in this Section. (b) Review Procedures. Applications for the vacation of a right-of-way shall follow the general review procedures set forth in Section 7.16.020, General Procedures and Requirements. Applications for vacation of a right-of-way may be initiated by the Town Council or by a property owner abutting the right-of-way proposed for vacation. (i) Applications to move or alter a right-of-way shall be processed as a subdivision application concurrently with a right-of-way vacation application, in which case the ordinance approving the vacation of a right-of-way or portion thereof shall also approve a final plat (major), which results in the dedication of the moved or altered right-of-way or portion thereof. (ii) Public easement vacations can be processed as part of a major or minor subdivision application. (c) Review Authority. The Town Council shall review and render the final decision on an application to vacate a right-of-way after conducting a public hearing. Vacation of a right-of-way shall be approved by ordinance of the Town Council. (d) Review Criteria. The Town Council shall use the following review criteria as the basis for a decision on an application to vacate a right-of-way: (1) No right-of-way shall be vacated so as to leave any land adjoining the vacated right-of-way without an established public road or private-access easement connecting said land with another established public road; (2) The right-of-way is determined to be platted on terrain which is not practical for the construction of a right-of-way due to terrain, topography, natural features or other constraints and the right-of- way does not provide any other potential benefit to the public, including but not limited to utility connections, pedestrian or recreation connections, drainage or public landscaping; (3) Sufficient easements for utilities, access or other purposes are retained; (4) Compensation may be required for the area of vacated right-of-way based upon the fair market value per square foot of the area vacated and the applied zoning; and (5) The vacated area of right-of-way shall be included in the same zone district as the abutting property to which the vacated right-of-way vests. (e) Recording, Deed. The ordinance vacating a right-of-way shall be recorded in the office of the Eagle County Clerk and Recorder. The ordinance shall authorize the Mayor or other designee to execute a quit claim deed on behalf of the Town of Avon, which quit claim deed shall reference any exceptions, easements or reservations of the vacation and shall be recorded in the office of the Eagle County Clerk and Recorder. (Ord. 10-14 §3) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 62 of 111 7.16.140 Vested Property Right The purpose of this Section is to provide procedures necessary to implement the provisions of Article 68 of Title 24, C.R.S., as amended. (a) As used in this Section, unless the context otherwise requires: (1) Community planning document means the Avon Comprehensive Plan, any other planning documents adopted by the Town through a public hearing process and any planning document adopted by other governmental and quasi-governmental entities that provide public services or facilities to the Town or which include the Town within their service or planning boundaries. (2) Site specific development plan means a planned unit development plan or any amendment thereto, approved pursuant to Section 7.16.060, Planned Unit Developments, together with a development agreement approved pursuant to Section 7.16.140 hereof. A site specific development plan that creates vested property rights may also include other development approvals if approved at the discretion of the Town Council upon request by a property owner; however, such request shall not result in an application for a development approval other than a planned unit development plan to be treated as a site specific development plan for the purposes of Section 24-68-102.5(1), C.R.S. (3) Vested property right means the right to undertake and complete the development and use of property under the express terms and conditions of a site specific development plan. (b) Vested Property Right Created. (1) A vested property right shall be deemed to have been created only upon the approval of a site specific development plan in accordance with this Chapter. (2) A vested property right shall only be created if approved by ordinance which may be combined with an ordinance approving a site specific development plan and an accompanying development agreement. Amendments to any site specific development plan shall be subject to this Chapter and shall have a new vested property right as determined by the Town Council. Any approval of a site specific development plan or amendment to an existing site specific development plan that creates vested property rights shall be adopted by ordinance as a legislative act and shall be subject to referendum. When creating a vested property right, Town Council may expressly exempt, in whole or in part, administrative amendments to site specific development plans from additional review and approval by Town Council under this Chapter. (3) The establishment of a vested property right shall not preclude the application of ordinances or regulations which are general in nature and which are applicable to all properties or a similarly situated class of properties subject to land use regulation by the Town, including but not limited to the regulations contained in Title 15 of this Code, regulations concerning subdivision improvements and right-of-way dedications and regulations establishing requirements and specifications for any public infrastructure or public facility improvements. Ordinances or regulations which are general in nature and which are applicable to all properties or a similarly situated class of properties subject to land use regulation by the Town shall not be deemed to alter, impair, prevent, diminish, impose a moratorium on development or otherwise delay the development or use of a property with vested property rights regardless of the financial impact of such ordinance or regulation. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 63 of 111 (4) The establishment of a vested property right shall not preclude the application of any legislatively adopted fees which are general in nature, uniform in character and applicable to all properties or a similarly situated class of properties. (c) Notice and Hearing. No site specific development plan shall be approved until after providing notice and conducting public hearings in compliance with Subsection 7.16.020(d). (d) Notice of Approval. (1) Each map, plat, site plan or other document constituting a site specific development plan shall contain the following language: (i) Approval of this plan constitutes a vested property right pursuant to Article 68 of Title 24, C.R.S., as amended and Title 7, Chapter 16 of this Municipal Code, as amended. (2) The failure of the document constituting a site specific development plan to contain the language specified in Subparagraph (d)(1)(i) above shall invalidate and void the creation of the vested property right. A notice stating that a vested property right has been created shall be published once by the Town in a newspaper of general circulation in the Town not more than fourteen (14) days after final adoption of the ordinance approving the site specific development plan. The notice shall include the following information: (i) A statement advising the public of the site specific development plan approval, including the name of the project, the type and intensity of the use approved and the specific property or development parcels affected; (ii) A statement that a vested property right has been created in accordance with Article 68 of Title 24, C.R.S., and Title 7, Chapter 16 of this Municipal Code, including the duration of the vested property right; and (iii) A statement that the citizen's rights of referendum shall run from the date of publication. (e) Duration of Vested Right. (1) A property right vested pursuant to this Chapter after June 1, 2006, shall remain vested for a period of three (3) years. The Town Council may approve a period of vested property rights exceeding three (3) years by approval of a development agreement, which shall be part of the site specific development plan. (2) The guidelines in this Paragraph 7.16.140(e)(2) shall be considered when determining whether to grant vested property rights for a period greater than three (3) years, provided that site specific development plans that are granted vested property rights for a period greater than three (3) years because of the size, phasing or absorption rate of such site specific development plan should have separate vesting created for the various phases of the development, as set forth in Paragraph 7.16.140(e)(4). It shall be the burden of the applicant to propose appropriate reasons for granting a vested property right that is greater than three (3) years. (i) The size and phasing of the development, specifically, but not limited to, whether the development can be reasonably completed within the vested rights period; (ii) Economic cycles and specifically but not limited to resort community economic cycles, regional and state economic cycles and national economic cycles; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 64 of 111 (iii) Market conditions and specifically but not limited to absorption rates for leasing and sales of similar development projects; (iv) Compliance with the Avon Comprehensive Plan and other community planning documents; (v) Proposed public amenities and benefits that enhance the project and the overall attractiveness of the Avon community, including the degree to which such public amenities and benefits are defined in terms of design, timeframe and phasing with development; (vi) Projected public financial benefits or costs estimated to be caused by the development project, including the timeframe for realization by the Town or other public entities and potential costs for operation and maintenance of any new public amenities or infrastructure dedicated to the Town or other public entities; (vii) The breadth and scope of the requested vested property right, including but not limited to the extent to which such vested property right restricts the Town's ability to apply future legislatively adopted fees and regulations for the purpose of providing public infrastructure, public services and public facilities and for the purpose of meeting evolving community needs; (viii) The terms of any existing site specific development plans with development agreements for the applicant's property that specify the duration of vested property rights; (ix) Any proposed modifications to previously approved vested property rights to address changed conditions within the Avon community, compliance with the Comprehensive Plan and other community planning documents or performance of previously approved site specific development plans; and (x) Any other factors deemed relevant by the Council when determining to grant a vested property right for a period greater than three (3) years. (3) The Town may approve a site specific development plan subject to such terms and conditions as may reasonably be necessary to protect the public health, safety and welfare of the Avon community. (4) Any site specific development plan for a multiple-phase development approved after June 1, 2006, may have separate vesting created for each phase. The vesting for any subsequent phase may be contingent upon completion of the preceding phase and review by the Town Council. Such review shall include but not be limited to whether the landowner, developer, successors or assigns are in compliance with its obligations to the Town, including but not limited to the terms and conditions of a site specific development plan, a development agreement and any other agreements between the landowner, developer, successor and assigns and the Town, as they may have been amended from time to time. (f) Extension of Vested Property Rights. A landowner may request an extension of vested property rights by submitting an application for extension of vested property rights at least no more than six (6) twelve (12) months prior to the expiration of the vested property rights. No application for extension of a vested property right shall be approved until after providing notice and conducting public hearings in compliance with Subsection 7.16.020(d). The guidelines in Paragraph 7.16.140(e)(2) shall be considered when determining whether to grant an extension to a vested property right. An extension EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 65 of 111 of a vested property right shall be approved by ordinance. The notice of approval provisions in Paragraph 7.16.140(d)(1) above shall apply to any approval for extension of vested property rights. (g) Forfeiture of Vested Property Rights. (1) Failure to abide by the terms and conditions of a vested property right will result in a forfeiture of the vested property rights in accordance with the procedures set forth herein. (2) The process to consider forfeiture of vested property rights shall be initiated by passage of a resolution by the Town Council stating the grounds therefore. (3) No vested property right shall be deemed forfeited until after providing notice and conducting a public hearing. Notice shall be provided by publishing notice in a newspaper of general circulation, posting notice in the designated official places of posting and mailing notice to the property owner sent to the address of record according to the County Assessor's records via first-class United States mail at least thirty (30) days prior to the date of a hearing. A copy of the resolution initiating the process to consider forfeiture of the vested property right shall be included with the mailed notice to the property owner. (4) At the hearing, the Town Council shall consider all evidence and testimony presented concerning any failure to abide by the terms and conditions of a vested property right. The Town Council may continue the public hearing to allow additional evidence to be gathered and presented. (5) If the Town Council finds a failure to abide by the terms and conditions of the vested property right, the Town Council may take action by ordinance to declare the vested property rights forfeited. The forfeiture of a vested property right shall have no effect upon public streets, alleys, rights-of-way or other lands or easements previously dedicated or conveyed to the Town or other public entities pursuant to the terms of a site specific development plan. Upon forfeiture of vested property rights, the site specific development plan shall be subject to all zoning, land use and general regulations in effect at the time of forfeiture and as such may be amended from time to time thereafter. (Ord. 10-14 §3) 7.16.150 Location, Character And Extent This Section implements and sets forth procedures for the regulation of the location, character and extent of public facilities as provided by Section 31-23-209, C.R.S., Legal Status of Official Plan, as amended. It is the intent of this Section to conform to the provisions of Section 31-23-209, C.R.S., to define the factors to be considered in the "Location, Character and Extent" process and to prescribe procedures for the orderly consideration of location, character and extent applications in order to effectuate the purposes of the state statute. (a) Applicability. No road, park, public way, ground or space, no public building or structure and no major facility of a public utility shall be constructed or authorized, and no building permit for the same shall be issued, in the Town unless and until the proposed location, character and extent thereof has been submitted to and approved by the Town. Routine extensions of public utility lines, extensions or installation of associated amenities within existing public parks and Town-owned properties, and minor modifications to existing facilities shall not be subject to this procedure. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 66 of 111 (b) Review Procedures. Applications for location, character and extent shall follow the general review procedures set forth in Section 7.16.020, General Procedures and Requirements. Applications for location, character and extent may be initiated by the owner or the governmental body having jurisdiction over the public facility. Applications for location, character and extent may be combined with other application procedures and submittal requirements, including but not limited to development plan, and subdivision. The failure of the PZC and Council to act within sixty (60) days from and after the date of official submission of a complete application to the Town shall be deemed approval of such application. (c) Review Authority. The PZC shall review applications for location, character and extent after conducting a public hearing. The PZC may approve, approve with conditions or deny an application for location, character and extent. In case of disapproval or approval with conditions which are not acceptable to the applicant, the PZC shall communicate its reasons to the Council. The Council shall review such decision of the PZC as soon as practical after conducting a public hearing and shall have the power to overrule or modify such decision by a majority vote. The public hearing by Council shall only require posted notice three (3) days prior to the hearing. If the public way, ground space, building, structure or utility is one the authorization or financing of which does not, under the law or charter provisions governing the same, fall within the province of the municipal governing body, the submission to the PZC shall be by the governmental body having jurisdiction. The decision by the Council to disapprove or approve with conditions which are not acceptable to the governmental body having jurisdiction may be overruled by said governmental body by a vote of not less than two-thirds (?) of its membership. (d) Review Criteria. The PZC and Council shall use the following review criteria as the basis for recommendations and decisions on applications for location, character and extent: (1) Evidence of substantial compliance with the purpose of this Development Code; (2) Consistency with the Avon Comprehensive Plan; (3) Physical suitability of the land for the public way, place, structure, facility or utility; (4) Compatibility with surrounding land uses; and (5) Adequate mitigation of adverse impact on nearby properties or neighborhoods, including but not limited to traffic, noise, odors, vibrations and property values. (Ord. 21-09 §7; Ord. 13-14 §2; Ord. 10-14 §3) 7.16.160 Sign Plan The purpose of the sign plan review process is to ensure compliance with the sign design standards and provisions of this Development Code for properties with multiple tenants or unit owners, or properties requiring multiple signs as required by corporate branding or similar. It is designed to encourage quality signs reflective of the goals, policies and objectives of the Comprehensive Plan (a) Applicability. A sign plan or sign permit for signs within an existing development and previously approved Sign Program, shall be required for all new signs and for any modification to an existing sign plan or comprehensive sign program. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 67 of 111 (b) Sign Plan Categories. Categories of sign plans are established and defined as follows for the purpose of determining the appropriate development plan review procedure: (1) Master Sign Program. i. Major sign plans include all new are considered master sign programs., and mModifications to master sign programs that substantially change the location, size, or other critical elements of allowed signs on the property are amended using the major sign plan application. ii. Minor Ssign Program Pplans. include mModifications to a master sign program that do not substantially change the location, size, or other critical elements of allowed signs on the property, as are determined by the director. Minor amendments to a master sign program are captured through the minor sign plan application. (2) Minor sign plans or permits include shall be required for the following sign types: i. New tenant signs. ii. Residential entrance signs and wall signs. iii. All other sign types requiring administrative review. (c) Review Procedures. The general review procedures described in Section 7.16.020, General procedures and requirements, shall apply to development sign plan applications. Existing signs that are being modified or replaced will require either a building permit application (sign permit) or a planning application (sign plan). (d) Notice and Hearing. PZC shall review and render a decision or recommendation on the development major sign plan application after conducting a public hearing. Notice of the public hearing shall be published and posted in accordance with Subsection 7.16.020(d)(1) and mailed notice is not required. The decision of PZC may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. The Director shall not conduct a public hearing for administrative review and decision on development minor sign plan or permit applications. (e) Review Authority. The review authority for a development plan application shall be determined by the category. (1) Major Master Sign Plan (Sign Program). The Director shall review and provide a recommendation to the PZC on all major master sign plan applications. The PZC shall render the final decision on a major sign plan. The decision of the PZC may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. (2) Minor Sign Plan. The Director shall review and render decisions on all minor sign plan applications. The decision of the Director may be appealed to the Town Council pursuant to Section 7.16.180, Appeal. The Director may refer to the PZC any sign plan application that the Director determines warrants review by the PZC. (f) Review Criteria. The following review criteria shall be considered as the basis for a decision on all sign plan applications: (1) Evidence of substantial compliance conformance with the purpose of the Sign Code as specified in Section 7.32(A) Sign Code Purposes; EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 68 of 111 (2) The suitability of the improvement, including materials with which the sign is to be constructed and the site upon which it is to be located; (3) The nature of adjacent and neighboring improvements; (4) The quality of the materials to be utilized in any proposed improvement; (54) The visual impact of any proposed improvement, as viewed from any adjacent or neighboring property; (65) The objective that no improvement will be so similar or dissimilar to other signs in the vicinity that values, monetary or aesthetic will be impaired; (76) Whether the type, height, size and/or quantity of signs generally complies with the sign code or sign program, and are appropriate for the project; (87) Whether the sign is primarily oriented to vehicular or pedestrian traffic, and whether the sign is appropriate for the determined orientation. (g) Expiration. A sign plan approval expires pursuant to Subsection 7.16.020(h). (h) Revocation. Approved sign plan documents shall be binding upon the applicants and their successors and assigns. No sign production shall take place that is not in accordance with the approved documents or any approved modifications thereto. No other element of approved sign review documents shall be eliminated, altered or provided in another manner unless an amended sign plan is approved. Any deviation from the approved sign plan as approved shall be grounds for revocation of the sign plan approval. (l) Sign Permit. Application for a Sign Permit shall include the submittal of: (1) A drawing to scale which depicts the location of the proposed sign in relation to buildings, setbacks and property lines, plus the sign height and or clearance above ground. (2) Design and construction plans adequate to demonstrate compliance with this Sign Code. (3) A drawing to scale depicting each sign face with its message, materials, and colors. (4) If illuminated, manufacture's cut sheets, specifications of light fixtures, lamp source(s), wattage, mounting heights, and light source shielding shall be submitted. (5) Mounting details for sign. It may be required to provide structural details of the building to ensure signs will be mounted safely concerning wind and actual sign weight. (Ord. 18-19 , §9) CHAPTER 7.20 - Zone Districts and Official Zoning Map 7.20.085 Mixed-Use and Commercial Districts Encroachment Provisions (NEW) This section is being amended to address objects that are commonly permitted in setbacks in all jurisdictions and or are commonly found on Avon properties as a customary installation (e.g. air conditioning units), but it is not clear what the placement parameters include. As properties redevelop, they will typically max out square footage, leaving little room for things like mechanical equipment. This is EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 69 of 111 especially important with technological changes including battery storage for EV chargers, and clarifies that certain landscaping features like patios, are now being acknowledged with clarity. (a) All Mixed-Use and Commercial Districts: (1) Architectural projections including eaves, roof overhangs, awnings, louvers and similar shading features; sills, belt courses, cornices and similar features; and flues and chimneys may project not more than four feet into a required setback area up to twenty-four (24) ” inches of a neighboring property line. (2) Patios, walks, at-grade steps and portable play equipment may project into a required setback up to twenty-four (24) inches of a neighboring property line. (3) Fire Escapes and Individual Balconies. Fire escapes and individual balconies not used as passageways may project eighteen (18) inches into any required side setback at the ground level or up to four (4) feet into any required front or rear setback on the second level up to twenty-four (24) inches of a neighboring property line. (4) Stairways and decks greater than thirty (30) inches in height may project eighteen (18) inches into any required front, side or rear yard. Decks that are less than thirty (30) inches in height may project into any required front, side or rear setback up to twenty-four (24)” of a neighboring property line. (5) Satellite dishes that are no more than three (3) feet in diameter may be located within a required setback. Any satellite dish with a diameter greater than three (3) feet shall be located so as to comply with the setback requirements of the underlying zone district; (6) Towers, spires, cupolas, chimneys, flagpoles and similar architectural features not usable as habitable floor area may extend above the height limit not more than 10% of the height limit nor more than fifteen (15) feet. (7) Exterior air conditioning or cooling units immediate to a residence may be located within setbacks up to twenty-four (24)” of a neighboring property line. (8) In no case shall any encroachment affect firefighting access requirements. (9) Encroachments are not permitted where existing landscaping consisting of any tree canopy or potential branch width is within at least ten (10) feet of the structure. (10) In no instance can any encroachment be located within an easement unless permission is granted for the encroachment. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 70 of 111 Table 7.20-13 Dimensions for the Town Center District The purpose of this modification is to accommodate redevelopment. Table 7.20-13 Dimensions for the Town Center District Min. Lot Size (acres or sq. ft.) Min. Lot Width (feet) Max. Lot Coverage (%) Min. Landscape Area (%) Min. Front Setback (feet) Min. Side Setback (feet) Min. Rear Setback (feet) Max. Building Height (feet) n/a n/a 50 80 20 0 [1, 4] 7.5 [2] 10 [3] 80 [1] Infill development shall match the smallest setback of existing, adjacent structures. [2] TC abutting a residential district shall match the side yard setback standards of that district. [3] When abutting a public street, alley or public right-of-way. The rear setback for TC abutting a residential district shall be 20 feet, regardless of the location of any street, alley or ROW. [4] Nonresidential development that incorporates public space such as a plaza or courtyard into the building design may increase the front setback by up to 20 feet to accommodate that area up to 40% of the front building line. 7.20.090 Overlay districts. (a) Short Term Rental Overlay - STRO. (1) Intention. The Short Term Rental Overlay (STRO) zone district is intended to allow short term rentals of properties, including but not limited to accommodation, apartments, bed and breakfast, condominium, hotel, lodge, motel and residential properties for periods fewer than thirty (30) days subject to the provisions of this Chapter. The STRO zone district shall be an overlay zone district which shall apply to allow short term rentals of properties. Properties in the STRO zone district shall otherwise be subject to all requirements of the underlying zone district. (2) Allowed Use. The following uses shall be permitted in the STRO District: (i) The uses permitted in the underlying zone district or planned unit development (PUD). (ii) Short term rental, except that short term rental use shall not be permitted for any residential unit which is deed restricted for affordable housing, long term residential use, primary residential use or full time residential use. (3) Short Term Rental. For the purpose of this Chapter, short term rental shall mean the rental of property for a total continuous duration of less than thirty (30) days. (4) Development Standards. The developments standards within this overlay zone district are regulated by the underlying zone district. (5) Sales and Public Accommodations Tax License. Any property owner who leases or rents property in the STRO District shall obtain a sales tax license in accordance with Chapter 3.08 and a public accommodations tax license in accordance with Chapter 3.28. The failure to obtain a sales tax EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 71 of 111 license or public accommodations tax license prior to using property for short term rental in the STRO shall be a violation and subject to penalties as described in Title 3. (b) Short Term Rental and Town Core: (1) Intention. Properties located inside of the Town Core may be permitted to allow short term rentals in all zone districts and Planned Unit Developments ("PUDs") for fewer than (30) days subject to the provisions of this Chapter. Properties shall make an application to allow short term rental, subject to all requirements of the underlying zone district and the Avon Municipal Code. (i) STRs shall be issued in accordance with Avon Municipal Code [Title 5]. (2) Allowed Use. The following uses shall be permitted: (i) Short term rentals. (ii) Other Uses shall be permitted pursuant to the provisions in the underlying zone district. (iii) Short term rentals shall not be permitted within any residential unit which is deed restricted or reserved for: Community Housing, long term residential use, a primary residence as defined in [3.12.020] or for full-time residential use. (c) Planned Unit Development. All PUD zone districts shall comply to the dimensional and development standards as well as the review processes and criteria outlined in Section 7.16.060, Planned Unit Developments. (d) Town Core Boundary. The Town Core Boundary is a delineated area of the Town of Avon where certain design standards and administrative procedures, unique to this area, are permitted in accordance with the Avon Municipal Code. The review process to amend this boundary is outlined in Section 7.16.045. (Ord. 22-09, § 2; Ord. 17-05 §5; Ord. 10-14 §3) CHAPTER 7.24 - Use Regulations 7.24.050 - Use-specific regulations. (a) Public Uses. Where permitted in a district, public uses (as identified in Table 7.24-1, Allowed Uses) must conform to siting and use provisions of the Avon Comprehensive Plan. (b) Arboretum or Botanical Garden. No sales are allowed except through gift shops that are approved accessory uses. (c) Home Occupations. A home occupation must comply with the following limitations and conditions: (1) The use must not produce noise, vibration, smoke, dust, odors, heat or glare noticeable outside the dwelling unit where such activity is taking place; (2) The use is limited to no more than five (5) customers or visitors, other than the occupants, per day; (3) If the use is a day care, the use is limited to no more children than allowed by the state license for a childcare home (a state license is also required to operate a childcare home); EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 72 of 111 (4 3) The use does not have visible storage of equipment or parking of vehicles not normally associated with a residential use, including but not limited to trucks with a rating greater than three-quarters (¾) ton, earth-moving equipment or cement mixers; (5 4) The use does not alter the exterior of the property or affect the residential character of the neighborhood; (6 5) The use does not interfere with parking, access, other normal activities on adjacent properties or with other units in a multifamily development; (7 6) Employees are not permitted to work on the property; the use shall be carried on by the inhabitants of the property; (8 7) The use does not require alteration to the residence to satisfy applicable Town fire or building codes or county health regulations; (9 8) Exterior signs are not permitted; and (10 9) There may be only incidental sale of stocks, supplies or products. (d) Family Child Care Home standards: (1) Family Child Care Homes must be licensed by the State and comply with all applicable State regulations promulgated by the Colorado Department of Human Services and all applicable local zoning and building regulations. (2) The Family Child Care Home shall acquire and keep current a valid town business license. (3) This use is limited to no more children than allowed by the State license. (4) The residence slated for this use must be in general compliance with the design provisions of the Avon Municipal Code Chapter 7.28 Development Standards. (d e) Dwelling, timeshare, interval ownership or fractional fee ownership ("timeshare") must comply with the following limitations and conditions: (1) The marketing and sales practices for a timeshare development shall not include solicitation of prospective purchasers of timeshare units on any street, walking mall, courtyard or other public property or facility unless otherwise permitted by the Town. (2) The parking requirement for a timeshare development shall be calculated by applying the parking standard for the underlying zone district for lodge uses. The parking requirement shall be calculated based on the maximum number of proposed lock-off units in the development, unless an appropriate level of guest transportation services, such as vans, car-share or shuttle vehicles, are offered as an alternative to having owners and guests using their own vehicles in the Town. (3) The owner of a timeshare shall be prohibited from storing a vehicle in a parking space on-site when the owner is not using the estate. (e f) Short Term Rental must comply with the following limitations and conditions: (1) Premises shall conform to the applicable requirements of the Town's building, technical and safety codes adopted by reference in the Avon Town Charter and Municipal Code. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 73 of 111 (2) Premises must comply with the Minimum STR Management Requirements set forth in the Avon Municipal Code Section 5.04.050, Short Term Rentals 7.24.060 Special Review Uses This section is being amended to clarify permit parameters and the clarification of uses that necessitate a greater level of review pursuant to the Table of Allowed Uses.) (a) Residential Uses - Household Living. (1) Dwelling, Timeshare, Interval Ownership or Fractional Fee Ownership. The conversion of an existing building, structure or property to a dwelling, timeshare, interval ownership or fractional fee ownership ("timeshare") shall be subject to the Special Review Use process if such use is permitted in the underlying zone district. In addition to the Special Review Use procedures and criteria for review, all conversions to timeshare ownership shall comply with the Town's adopted fire, health and building codes; shall comply with the requirements of the zone district in which they are located; shall comply with all other applicable standards of this Code; and shall comply with the use-specific regulations for dwelling, timeshare, interval ownership or fractional fee ownership. For the purposes of this Paragraph, conversion shall mean the change of ownership from a non- timeshare ownership to a timeshare ownership as defined by dwelling, timeshare, interval ownership or fractional fee ownership. (2) Dwelling, Ground Floor. Residential uses are prohibited on the ground floor of a mixed-use structure in the NC, MC and TC districts. Residential uses may be permitted on the ground floor in the NC and MC districts by special review. (3) Public Uses. Public uses, as defined in Table 7.24-1, Allowed Uses, are only permitted in mixed- use structures through special review. (4) Child Care/Home Occupation. Special review approval is required for child care as a home occupation in duplex and multifamily dwelling units. (i) The provisions of this Section apply in cases in which a special review use permit is sought for a licensed child day care home as a home occupation within a duplex or multi-family dwelling unit where the occupants of such dwelling units share a common wall. (ii) When a special review use permit is sought for a licensed child day care home as a home occupation within a duplex or multi-family dwelling unit where the occupants of such dwelling units share a common wall, in addition to the submittal requirements set forth in Section 7.16.100, Special Review Use, the applicant shall also confirm that the following notice was provided: (A) In the case of an applicant living in a duplex dwelling unit, the applicant shall provide notice of the licensed child day care home to the owner of the neighboring unit within the duplex. (B) In the case of an applicant living in a multifamily dwelling unit (including a condominium), the applicant shall provide notice of the licensed child day care home to all the owners of property that share a common and adjoining wall with and across the hall from the property owned by the applicant. (b) Residential Uses - Group Living. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 74 of 111 (1) Boarding/Rooming House or Private Dorm: (i) A boarding/rooming house or dormitory shall provide a minimum of one hundred fifty (150) square feet per person of net living area, including sleeping, bathroom, cooking and lounge used in common. (ii) Occupancy of a dormitory sleeping unit shall be limited to no more than eight (8) persons. (2) Group Homes: (i) Group homes shall comply with the occupancy, dispersal and other requirements found in the state statutes and regulations for group homes. (ii) Group homes shall not be located closer than seven hundred fifty (750) feet from another group home, shall be used exclusively for no more than eight (8) persons and shall be in compliance with all town, state and federal health, safety and fire code provisions. Compliance with state statutes is mandatory. (iii) Reasonable Accommodation by Town Administrator. In consideration of the requirement of the Federal Fair Housing Act ("FHA") (42 U.S.C. §3601, et seq.), that local governments make reasonable accommodations in order to permit housing for persons with disabilities, the Town Manager (in consultation with the Town Attorney) is authorized to approve minor modifications of building setbacks, height, lot coverage or occupancy limits in order to provide reasonable accommodation for residential group homes without the need for an additional hearing. The Town Manager may approve a reasonable accommodation other than that requested by the applicant if the Town Administrator concludes that an alternative accommodation would have fewer impacts on adjacent neighborhoods. The decision of the Town Manager regarding an FHA application for a reasonable accommodation shall contain written findings of fact as to the need for the accommodation and the authority to approve the requested accommodation. (c) Public and Institutional Uses - Child Care Center. (1) All child care centers, regardless of type or size, shall meet the applicable licensing requirements of state statutes (Section 26-6-102, et seq., C.R.S.) and the Regulations of the Colorado Department of Human Services (12 CCR 2509-9). (2) As a principal use, the child care facility must meet the following standards: (i) Outdoor recreation use. (A) Not be closer than fifteen (15) feet to the edge of a vehicular public right-of-way. (B) Not be within a parking area. (i) Parking areas and vehicular circulation patterns: (A) Assure the safety of children as they arrive at and leave the facility. (B) Include a traffic management plan which includes a designated pickup and delivery area. (C) Locate all vehicle stacking lanes on site with an on-site turnaround or have separate points for vehicle ingress and egress. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 75 of 111 (ii) Outdoor play activities are subject to PZC approval and must be compatible with surrounding land uses. (3) As an accessory use, the facility must meet the standards above, plus: (i) Comply with Section 7.24.070 below; and (ii) Be compatible with adjacent land uses in terms of hours of operation, noise, lighting, parking and similar considerations. (4) A child care center shall provide one (1) off-street parking space per employee and a child loading/unloading area of adequate dimensions, preferably off-street. (5) Home day cares shall provide an adequate and safe drop-off area which may be a private driveway or on the street, provided that the drop-off does not impede normal neighborhood traffic flow or parking. (d) Public and Institutional Uses - Bus Terminal and Bus Stops. (1) All bus terminals shall be designed specifically for bus service and shall include sufficient space for waiting passengers, ticketing, restrooms and related operational facilities. (2) All operations except passenger/ cargo loading and unloading shall be conducted inside the bus terminal building. (3) Bus stops that are installed in conjunction with the development shall be approved by the transit authority to ensure adequate size, safety, protection from weather, appropriate location and related street/pull-off design for bus maneuvering. (e) Commercial - Animal Sales and Service. (1) Animal Boarding, Animal Hospitals, Kennels and Veterinarian Clinics. All of the above uses shall have their principal entrance and exit to the property on a collector street and, if serving large/farm animals (e.g., horses, sheep), shall be located on a site no less than five (5) acres. There shall be no ingress or egress to local streets. (2) Animal Outdoor Activity Areas. Any outdoor activity areas, such as kennels, runs or exercise areas, shall be subject to the following. The facilities shall: (i) Only be used between the hours of 7:00 a.m. to 7:00 p.m.; (ii) Be supervised by qualified personnel; (iii) Be located at least three hundred (300) feet from any residential zone; (iv) Not cause loud and incessant noise or fouling of the air by odor thereby creating annoyance or discomfort to the neighbors or others in close proximity; (v) Not foster an excessive number of flies or other insects; and (vi) Not otherwise cause any unsanitary conditions in the enclosures or the surroundings where the animals are kept. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 76 of 111 (3) Kennel. (i) All facilities, including pens, kennels, cages and exercise runs, in the RL and RD districts shall be maintained within a completely enclosed, soundproof building so that, to the maximum extent feasible, noise and odor cannot be detected off-premises. (ii) In the IC district, kennels may have outdoor facilities, including runs and exercise areas, but such facilities must not be located within one thousand (1,000) feet of any residential district. (iii) Daily animal care kennels must have at least two (2) dedicated parking spots or a dedicated pull-off that accommodates at least two (2) stacked vehicles for animal drop-off and pick-up near the facility entrance or parking spots attached to a dedicated pedestrian path if parking is in the side yard or rear of the facility. (4) Veterinary Clinic, large (with outdoor runs). (i) In the IC district, veterinary clinics may have outdoor facilities, including runs and exercise areas, but such facilities must not be located within one thousand (1,000) feet of any residential district. (ii) All facilities, including pens, kennels, cages and exercise runs in the RL district, shall be maintained within a completely enclosed, soundproof building so that, to the maximum extent feasible, noise and odor cannot be detected off-premises. (f) Commercial - Financial Service, with drive-thru. (1) Stacking spaces for drive-thru service shall be provided pursuant to Subsection 7.28.030(e), Drive Through Requirements. (2) A drive-thru shall be located, sized and designed to minimize traffic, noise, air emissions and glare impacts on surrounding properties. (3) The drive-thru shall be screened from adjacent rights-of-way and properties through architectural elements, screening, landscaping or site design. (4) A landscaping buffer is required when drive-thru uses abut residential lots in a residential or mixed-use district. (5) The noise generated on the site by talk boxes shall be inaudible at the property line. (g) Commercial - Food and Beverage Services. (1) Restaurant. An eating and drinking establishment allowed under this Code may provide outdoor seating areas for customers following development plan approval and issuance of a liquor license. The approval of outdoor seating shall be reviewed against the following criteria: (i) Permitted outdoor seating areas may utilize the public right-of-way. However, the seating area shall not obstruct the movement of pedestrians or fail to meet ADA requirements for sidewalks and public ways. (ii) In approving outdoor seating, the Design Review Board may impose conditions relating to location, configuration and lighting and other operational features of the use to ensure compatibility with surrounding uses, maintenance, sound and compliance with other applicable Town codes. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 77 of 111 (2) Restaurants, with drive-in or drive-thru. Refer to Subsection 7.24.060(f), Commercial - Financial Service, with drive-thru (above) for standards. (h) Commercial - Vehicles and Equipment. (1) Automobile Vehicle repair shop, minor: (i) Outside storage or repair work is not allowed. (ii) Body work and spray painting must be confined to properly ventilate indoor bays that shall be closed from the outdoors during use. (iii) Sales of new and used motor vehicle parts are allowed as an incidental use to the repair shop; however, no outside storage of product is allowed. (iv) Service bay openings facing a public street or a residential zoning district shall be screened to a height of at least six (6) feet. (2) Car wash: (i) To the maximum extent practicable, the entrance to a car wash bay shall be sited so as not to be visible from the primary street frontage. (ii) Notwithstanding the general setback requirements in districts where this use is permitted, a twenty-foot setback for vehicle wash and service bays, service areas or canopies is required from any adjacent street. The setback shall be landscaped in accordance with Section 7.28.050, Landscaping. (iii) Stacking of cars shall be accommodated on site and in conformance with the on-site parking requirements in Subsection 7.28.020(e), Off-Street Parking. (iv) Vehicle wash or service bays facing a rear or side setback shall be screened from adjacent residential properties by a screening wall or fence of at least six (6) feet in height. (v) Outdoor vacuuming facilities may be outside, but not in the front yard setback nor closer than one hundred (100) feet from any residential district. (3) Gasoline/fuel stations: (i) A fuel pump canopy shall utilize the same architectural design and materials as the principal building on the lot. (ii) Light fixtures mounted under canopies shall be cut-off and shielded so that there is no glare or light spillage at the property line. Lights and fixtures shall not extend below the surface of the ceiling of the canopy. (iii) Lights shall not be mounted on the top or sides (fascias) of the canopy and shall not be externally illuminated, except as part of an internally illuminated sign that meets the standards of Chapter 15.28, Sign Code. (iv) Canopy lighting shall not exceed twenty (20) lumens per square foot under canopies. (Ord. 21-09 §12; Ord. 13-02 §5; Ord. 12-02 §3; Ord. 10-14 §3) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 78 of 111 CHAPTER 7.28 - Development Standards 7.28.030 Access Drive Requirements (a) Purpose. The purpose of this Section is to direct the design of access to developments to help ensure the safety and mobility of the traveling public. (b) Applicability. The provisions in this Section are applicable to all development. (1) The Town Engineer may accept minor modifications from the standards of this section if an equivalent level of public safety can be demonstrated by the applicant requesting the modification. Requests for modifications shall include justification of safety equivalency and a demonstration of the acceptability of the alternative to the relevant emergency service providers. A minor modification may include, but is not limited to, grade percent of private driveway slope or similar. (c) State Design Standards. Pursuant to Section 43-2-147 (1)(a), C.R.S., access approaches to roadways under the jurisdiction of the Town must meet the design standards found in Sections 3 and 4 of the Colorado State Highway Access Code, 2 CCR 601-1. In addition, those parcels directly accessing highways under the jurisdiction of the Colorado Department of Transportation shall be required to obtain a State Highway Access Permit pursuant to the State Highway Access Code. (d) Additional Standards. In addition to the foregoing, public and private access approaches and driveways shall be subject to the following standards: (1) Access By Emergency and Service Vehicle: (i) All dwellings and other structures shall be accessible by emergency and service vehicles. All dwellings and other structures shall be accessible by emergency and service vehicles. A maximum grade of ten (10) percent and a minimum centerline radius of forty-five (45) feet is recommended to comply with the International Fire Code (IFC). A maximum grade of eight (8) percent and a minimum centerline radius of forty-five (45) feet is recommended for driveways on north-facing slopes or other slopes prone to icing from lack of winter solar exposure. Curves should be widened generously in both circumstances. Private access drives that do not achieve the minimum or exceed the maximum recommendations must obtain preliminary approval of the proposed driveway design from all emergency providers prior to permit approval and driveway acceptance prior to the issuance of a Certificate of Occupancy. (ii) Unless otherwise approved by the Eagle River Fire Protection District, public and private access approaches and driveways in excess of one hundred fifty (150) feet in length shall be provided with adequate area for emergency vehicle turnaround in close proximity to the residence or structure served. Access approaches and driveways in excess of three hundred (300) feet in length shall provide an area adequate for emergency vehicle turnarounds in close proximity to the residence or structure served and shall also provide vehicle turnouts where the driveway is expanded to be at least eighteen (18) feet wide at one-hundred-fifty-foot intervals. Alternatively, the private accesses or driveways may be designed to accommodate two-way traffic. Turnarounds shall be constructed in accordance with Town standards. The Town Engineer may request a turning movement exhibit at any time during application review. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 79 of 111 (2) Driveways in Mountainous Terrain: (i) Applicability. All driveway access and parking lots on lots containing slopes in excess of thirty percent (30%). (ii) Driveways on lots with slopes greater than thirty percent (30%) shall be designed to ensure safe, convenient and adequate access to individual buildings and shall conform to the following standards: (A) Driveways shall to the maximum extent feasible follow natural contour lines. (B) Driveways shall minimize disturbance or the cutting of slopes. Shared driveways are encouraged when the design will minimize cut, fill and disturbance of slopes. (C) Driveways shall not cross slopes over thirty percent (30%) unless specifically authorized by the PZC, after finding that all of the following conditions and constraints are applicable: (1) No alternate location for access is available; (2) No significant adverse visual, environmental or safety impacts will result from the driveway crossing, either as originally proposed or as a result of incorporation of remedial improvements provided by the developer to mitigate such impacts. (iii) Proposed development on lots with mountainous terrain may require the preliminary layout and design of the individual driveways at the preliminary plan stage and the precise design of the driveway at the final plan stage, to assure that access can be provided to each dwelling unit served by the driveway in compliance with the standards of this Section. (iv) Driveways may be considered public improvements and thus collateralized, constructed and subject to the terms and conditions of the other public improvements in the development. (3) Driveways Requiring Significant Cuts and/or Fills Discouraged. Driveways that require significant cuts and/or fills are discouraged. Applicants are encouraged to relocate development to areas within the proposed development where such cuts and fills are not required. (4) Clearance From Intersections. Driveways shall be restricted for a sufficient distance from any intersection with road approaches to preserve normal and safe movement of traffic. Driveways shall provide the following intersection clearances, exclusive of driveway and intersection return radii or flares. (i) A minimum intersection clearance of fifty (50) feet shall be provided for residential driveways and a minimum intersection clearance of one hundred (100) feet shall be provided for commercial driveways. (ii) In the Town Core, a minimum intersection clearance of fifty (50) feet shall be provided for residential and commercial driveways where dedicated turn lanes for the driveways will be present. Where there are no dedicated turn lanes, the minimum fifty-foot intersection clearance may be extended at the direction of the Town Engineer. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 80 of 111 (5) Backing Onto Roads Prohibited. All parking areas shall be located and designed in conjunction with a driveway, such that vehicles exiting from a parking space shall not be required to back onto the right-of-way of a public street; provided, however, that vehicles exiting from a parking space for a single-family or duplex dwelling unit may back onto a local street if it does not present any safety concerns. Vehicles exiting from a parking space for any use may also back onto the right-of-way of an alley adjacent to the property. (6) Maximum Number of Entryways. Generally, no more than one (1) entryway shall be allowed for any parcel of property where the frontage is less than one hundred (100) feet. Additional entrances or exits for parcels of property having a frontage in excess of one hundred (100) feet shall be permitted only when the applicant demonstrates they are required for necessity, create a better site design and that safety to the traveling public will not be compromised. (7) Not Encroach. All driveways shall be located so that the flared portion adjacent to the traveled way shall not encroach upon adjoining property. (8) Minimum Width. The minimum width of the commercial access driveway shall be ten (10) feet for a one-way drive and twenty-four (24) feet for a two-way drive. The minimum width of the industrial access driveway shall be twelve (12) and twenty-four (24) feet, respectively. (9) Residential Driveway Requirements. Residential curb cuts and driveway grades shall meet the following requirements: (i) The driveway curb cut width, not including the radii on driveway return, shall be between ten (10) feet and fourteen (14) feet wide for single-family and duplex lots. Residential multi- family accesses (three [3] or more units) shall have a driveway curb cut width, not including the radii on driveway return, between twenty (20) and twenty-four (24) feet wide; (ii) The driveway grade shall not exceed four percent (4%) for the first twenty (20) feet measured from the edge of pavement of the adjoining street, unless otherwise accepted by the Town Engineer and emergency providers as required in 7.28.030.D.1.i; 7.28.060 Screening This section is being amended to update references to exterior equipment and objects requiring screening. (a) Purpose. Certain site features are required to be screened from public view or adjacent properties, as indicated in this Section. All fences, walls and plant materials used to meet the screening requirements of this Section shall meet the related standards of this Chapter. (b) Minimum Screening Requirements. The following shall be screened on all properties: (1) All outdoor refuse facilities, compost, and recycling receptacles. (2) All antennas shall be located so that they are screened from view from any public right-of-way or neighboring property. Screening may be accomplished by or through the use of landscaping materials, existing structures, sub-grade placements or other means that both screen the antennas and appear natural to the site. (3) Satellite dishes shall be screened from neighboring properties. Screening must be accomplished through the placement of the satellite dish on the building. A separately built fence may not be used. If this standard cannot be met in a manner that achieves an operable satellite dish on the EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 81 of 111 property, then the Town will work with the property owner to select the least visually intrusive placement where the satellite dish is operable. (4) Temporary installations of oil, gasoline or liquid petroleum gas tanks, if approved, shall be fully screened from view from all public rights-of-way and all neighboring properties. (c) Mechanical Equipment. The standards of this Section shall apply to all of the following: (1) Electrical and gas-powered mechanical equipment; (2) Ductwork and major plumbing lines used to heat, cool or ventilate; and (3) Power systems for the building or site upon which the equipment is located. (4) Roof and/or wall-mounted antennas and vent openings shall not be considered mechanical equipment for purposes of these screening standards. The standards of this Section are not intended to apply to solar arrays, solar energy collection systems or small wind energy systems, if such systems are otherwise in compliance with applicable building codes and development standards requirements. (5) Exterior wall-mounted or free-standing HVAC systems or components, thereof. (d) Screening Standards (1) Roof-Mounted Mechanical Equipment. Roof-mounted mechanical equipment shall be screened by a parapet wall or similar feature that is an integral part of the building's architectural design. The parapet wall or similar feature shall be of a height equal to or greater than the height of the mechanical equipment being screened. Roof-mounted mechanical equipment, except solar energy collection systems, is prohibited on single-family residential dwellings. (2) Wall-Mounted Mechanical Equipment. Wall-mounted mechanical equipment, except portable air conditioning equipment (e.g., window AC units), that protrudes more than six (6) inches from the outer building wall shall be screened from view by structural features that are compatible with the architecture of the subject building. Wall-mounted mechanical equipment that protrudes six (6) inches or less from the outer building wall shall be designed modified to blend with the color and architectural design of the subject building to the greatest extent practicable. (3) Ground-Mounted Mechanical Equipment. Ground-mounted mechanical equipment shall be screened from view by landscaping, a fence or a decorative wall that is integrated into the architecture of the structure. The fence or wall shall be of a height equal to or greater than the height of the mechanical equipment being screened. Ground-mounted mechanical equipment that requires significant air intake and cannot be screened using fencing or landscaping may be modified using alternative techniques (e.g. painting) with Community Development Director approval. (4) Alternate Screening. Mechanical equipment that is not screened in full compliance with the screening standards of this Section shall be reviewed in accordance with Section 7.16.080, Development plan. Alternate screening methods may include, but shall not be limited to, increased setbacks, increased landscaping, grouping the equipment on specific portions of a site, architectural features and painting. (e) Loading and Service Areas. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 82 of 111 (1) All service areas shall be placed at the rear, on the side of or inside buildings. (2) No service area shall be visible from a public right-of-way or from adjacent residential areas. (3) Service areas and access drives shall be located so they do not interfere with the normal activities of building occupants or visitors on driveways, walkways, in parking areas or at entries. (4) Screening shall be a minimum height of eight (8) feet to screen truck berths, loading docks, areas designated for permanent parking or storage of heavy vehicles and equipment or materials. (5) Screening shall be long enough to screen the maximum size trailer that can be accommodated on site. (f) Outside Storage Areas. An opaque screen consisting of one (1) or a combination of the following shall be used to screen outdoor storage areas from adjacent properties and ROWs: (1) Freestanding walls, wing walls or fences; (2) Earthen berms in conjunction with trees and other landscaping; or (3) Landscaping, that must be opaque and eight (8) feet in height at maturation. (g) Shopping Cart Storage. All shopping carts shall be stored inside the building they serve. Shopping cart corrals shall be made of a material suitable for withstanding weathering and rusting. Plastic corrals are prohibited. (h) Refuse Facility/Dumpsters (1) All refuse facilities, including new refuse facilities placed on an existing development, shall be completely screened from the public right-of-way and adjacent nonindustrial zoned properties. (2) Screening shall be achieved by a six-foot masonry wall or wooden fence. A gate opening to the facility shall be situated so that the container is not visible from adjacent properties or public ROW. Chain-link gates are not permitted. Gates must have tie-backs to secure in the open position. (i) Screening Materials and Design. (1) Unless otherwise provided in this Section, screening may be accomplished by fencing, plant materials or both fencing and plant materials. Screening with plant materials shall achieve opacity by maturity. Masonry walls may be allowed for screening only if they are designed as an integral component of the building architecture. In all cases, plant materials must be used to screen utility boxes. (2) No front, side or rear fence, wall or hedge may be more than six (6) feet in height, unless required in other subsections of Section 7.28.060. (3) Berms. (i) Minimum Requirements: (A) Maximum slope of 4:1 for grassed areas and 3:1 for shrub beds; and (B) Berms must be stabilized with vegetation consistent with the requirements of the landscape area. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 83 of 111 (C) Berm may not be installed as a means to block views of neighboring properties or interfere with drainage systems. (Ord. 23-01, § 2(Exh. A); Ord. 21-09 §15; Ord. 10-14 §3) 7.28.080 Fences This section is being amended to increase the wind speed requirement, consistent with Building Codes. 7.28.080.(b)(2)(ii)(C) (C) Solid fences shall be constructed to meet the wind design criteria including wind speed minimums of the adopted International Building Code. using a basic wind speed of ninety (90) miles per hour. 7.28.090 Design Standards This section is being amended to address a roof pitch that is currently not recommended. 7.28.090(d)(3) (d) Generally Applicable Residential Design Standards: (1) Applicability. The standards in this Section are applicable to the development of any residential development pursuant to Section 7.28.010, Purpose and Applicability. (2) Building Separation. The minimum separation between residential buildings, including accessory buildings, is fifteen (15) feet. Architectural projections, such as decks, bay windows and roof overhangs, may project into the separation area, but may not encroach into required setbacks. (3) Roofs: (i) All residential buildings shall have pitched roofs with a detectable rise of not less than four (4) inches in twelve (12) inches of distance. Primary roofs shall have a four-to- twelve (4:12) minimum and a twelve-to-twelve (12:12) maximum. However, other primary roof forms may be permitted if it is demonstrated that the proposed roof design has implemented considerations of environmental and climatic determinants such as snow shedding, drainage, fire safety and solar exposure. Secondary roofs shall have a four-to-twelve (4:12) minimum and metal roofs shall have a three-to-twelve (3:12) minimum be pitched whenever practicable, consistent with the primary roof. However, Fflat roofs may be permitted as secondary roofs or if the flat roof is consistent with the architectural style of the building. (ii) All buildings shall incorporate roofline modulation. Rooflines should be designed so as not to deposit snow on parking areas, trash storage areas, stairways, decks and balconies, or entryways. Secondary roofs, snow clips and snow guards should be utilized to protect these areas from roof snow shedding if necessary. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 84 of 111 7.28.090(j)(4)(ix) (ix) Roofs. Roofs will serve to define scale. In addition to the general requirements of Paragraph 7.28.090(c)(4), the following regulations shall apply to the roofs on mixed-use and nonresidential structures: (A) The use of dormers (shed, peaked, eyebrow, etc.) is required to help break up large expanses of roof, to enhance the usability of attic spaces and to add visual interest. Secondary dormers and roof elements shall be proportional to scale and style. (B) All primary roofs and secondary shed roofs shall have pitches of no less than four-to-twelve (4:12) be pitched for drainage purposes, unless otherwise designed incorporating a drainage system. (C) Overhangs are required on pitched roofs. The minimum overhang length (measured from the point where the wall meets the roof) is eighteen (18) inches for structures two (2) stories or less. For structures between three (3) and four (4) stories the minimum overhang shall be twenty-four (24) inches. For structures exceeding four (4) stories, the minimum overhang length shall be thirty-six (36) inches for primary roofs. (D) Flat roofs are discouraged, except for limited roof areas for the location of concealed mechanical equipment or for architectural effect. (E) Roofs shall be varied and articulated; however, valleys and complex roof forms are a potential source of ice build-up and water damage and shall be used carefully and sparingly. (F) Roofs shall be proportional to the height and scale of the various building elevations. The primary roofs and upper portion of the walls shall be articulated so as to minimize their visual impact on surrounding properties, which may include such measures as the introduction of decks and the lowering of rooflines. (G) In the Town Center, unglazed concrete, copper, metal or terne-coated steel are acceptable roof materials. Wood shake shingles are prohibited. Asphalt and fiberglass are generally discouraged. Tile and metal roofs shall be a dull finish or patina naturally over time and be muted to fit within the context of the overall building design. (H) All snowmelt systems must be in compliance with Building Code. CHAPTER 7.32 - Engineering Improvement Standards 7.32.040 – Paved tTrail design. This section is being amended to remove the term Paved, as it is a misnomer. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 85 of 111 CHAPTER 7.34 - Sign Code 7.34.010 Sign Code This section is being amended to clarify, reorganize information in a logical fashion, and to ensure Avon visually remains relevant. (a) Statement of Purpose. The purpose of this Sign Code is to: (1) Coordinate the type, placement, and physical dimensions of signs. (2) Preserve the right of constitutionally protected free expression, which may be displayed on signs. (3) Encourage the innovative use of design. (4) Promote high quality and weather-resistant signs that are properly maintained over time and renovated when necessary. (5) Maintain the mountain town character of the community through the use of signs that are aesthetically pleasing, of appropriate scale, and harmonious with the built scale. (6) Guarantee equal treatment through accurate record keeping and fair and consistent enforcement. (7) Provide a reasonable balance between the right of an individual to identify a business or express a message, and the right of the public to be protected against the visual discord resulting from the unrestricted proliferation of signs and similar devices. (8) Permit signage that advances and conforms with the policies of the Comprehensive Plan. (b) Definitions. As used in this Chapter, the following terms shall have the meanings indicated: Advertised sale means a business has run an online, print, and or radio promotion to the public for a limited-sale event. Aggregate sign area means the total sum of the area of all signs on the building or property, except those signs that are exempt from the review requirements of this Chapter. Animated sign means signs that use movement or change of lighting to depict action or create a special effect or scene. Awning sign means a sign painted on, printed on, or attached flat against the surface of a shelter, which projects from and is supported by the exterior wall of a building, and which is constructed of non-rigid materials. Banner means a sign made of fabric or any non-rigid material, typically having no enclosing or supporting framework. See also Temporary Sign Building Facade means the entire outer surface of an exterior wall of a building, including windows and parapets. Building front means the horizontal, linear dimension of that side of a building, which abuts a street, a parking area, a mall or other circulation area open to the public and has either a main window display or a primary entrance to the building. For the purposes of this Chapter, a building shall be considered to have up to two (2) building fronts as the property upon which it is situated has lot fronts. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 86 of 111 Cabinet sign means a sign that contains all the text and/or logo symbols on the display face of an enclosed cabinet. Canopy sign means a sign that is mounted on a permanently roofed shelter covering a sidewalk, building entrance or other similar area, which shelter may be wholly or partially supported by a building, columns, poles, or braces extended from the ground. Changeable copy sign means a sign on which the copy can be changed manually, or by electronic or mechanical devices, such as electrical or electronic time and temperature units, or digital displays. Changeable copy signs shall be classified as permanent signs. Clearance (of a sign) means the smallest vertical distance between the grade of the adjacent street or sidewalk, and the lowest point of any sign, including framework and embellishments, extending over the grade. Community Development Department means that department designated by the Town Council responsible for approving applications for sign installations and who is responsible for enforcement of the provisions of this Chapter. Construction sign means a temporary sign located on a parcel of property, on which construction activities of any type are being actively performed. Copy means the wording on a sign surface in either permanent or removable letter form. Digital Display or Electronic Message Center means a sign that contains changing messages or images composed of electronically illuminated segments and/or a series of grid lights, including cathode ray, LED, plasma, LCD, fiber optic, or other electronic media or technology. Directional/informational sign means a sign located within five (5) feet of an entrance or exit to a lot, for any building on the lot, or for parking for the lot. Double-faced sign means a sign with two (2) faces, if not parallel then with an interior angle of not greater than ninety degrees (90º). Drive-through sign means a permanent sign located along a drive-through lane. Electronic sign means a sign utilizing video screens, variable message, digital display and similar features. Illumination sources may include, but are not limited to, LCD, LED, incandescent, and other similar light sources. Messages may roll, scroll, dissolve and alternate periodically. Event sign means a temporary sign allowed as part of an approved event permit, on a parcel subject to the terms of such event permit. Exempt sign means a sign expressly designated as exempt from the sign approval requirements under this Chapter. Feather sign is a type of advertising signage that is shaped like a feather or flag and is used to promote a business, event, or product. Also known as feather flags, teardrop flags, flag banners, beach- wings, and promotional flags. Finished grade means the existing level of a property after any development or construction activity and prior to the erection of a sign. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 87 of 111 Flag means any fabric or similar lightweight material typically attached to a staff or pole, which is intended to be permanently affixed to the ground or attached to a building. Flashing sign means a sign that contains an intermittent or sequential flashing light source used primarily to attract attention. Does not include changeable copy signs, animated signs or signs that, through reflection or other means, create an illusion of flashing or intermittent light. Foot-candle means a unit of incident light (on a surface) stated in lumens per square foot and measurable with an illuminance meter, a.k.a. footcandle or light meter. One (1) footcandle is equal to one (1) lumen per square foot. Freestanding sign means a sign affixed to a supporting structure, imbedded in and extending from the ground and detached from a building. The term includes pole sign, pedestal sign, monument sign, and ground sign. Government sign means a sign erected, installed, or maintained by the Federal, State, County, or local government for any purpose, including without limitation traffic direction, or a sign located on a building owned by the Federal, State, County, or local government. Height (of a sign) means the vertical distance measured from the existing grade (at the time of sign application) below the sign to the uppermost point of the sign or sign structure, whichever is higher. Illegal sign means a sign which does not meet the requirements of this Code, and which has not been designated as "legally nonconforming". Illuminated sign means a sign with an artificial light source incorporated internally or externally for the purpose of illuminating the sign. Interactive storefront sign means a digital sign oriented and designed to interact with pedestrians passing along the adjacent sidewalk. Legal Nonconforming sign means a nonconforming sign designated as "legally nonconforming" under Section (K) of this Chapter. Maintenance means the cleaning, painting, repair, or replacement of defective parts of a sign in a manner that does not alter the basic design, location, or structure of the sign. Marquee means a permanent roof-like structure or canopy of rigid materials supported by, and extending from, the facade of a building. Marquee sign means any sign attached to a building or supported by a marquee structure. Masonry inscription means any text or numeral etched into masonry. Multi-faced means any sign having more than two (2) faces. Multiple business building means a building designed for occupation by two (2) or more businesses, where each business is structurally separated from the others and has its own entrance, either exterior or interior. Mural means a work of art or a painting that is applied to, and made an integral part of, an exterior wall. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 88 of 111 Nonconforming sign means any sign that was approved by the Town of Avon, erected and maintained prior to the enactment of this title and any amendments thereto, but that fails to conform to all applicable regulations and restrictions of this title. Off-premises sign means a commercial sign that does not pertain to the use of the premises on which it is located. On-premises sign means a sign that pertains to the use of the premises on which it is located. Owner means the owner of the property on which a sign is located. The property owner is presumed to be the owner of the sign unless facts to the contrary are officially recorded or otherwise brought to the attention of the Community Development Department. Painted wall sign means any sign that is applied with paint or similar substance on the face of a wall. Permanent sign means any sign that is permanently affixed or attached to the ground or to any structure. Portable sign means any sign designed to be moved easily, and not permanently affixed to the ground or to a structure or building. Private warning sign means an owner-erected sign designed to warn others of specific dangers or prohibitions on the property. Project development sign means a temporary sign located at the site of a development project that has received Development Plan approval from the Town. Projecting sign means a sign, other than a wall sign, which is attached to and projects perpendicularly from a building wall a distance of twelve (12) inches or more, or is attached to any other structure in like manner, which structure was not designed for the sole support of the sign. Real estate sign means a temporary sign that advertises a building, property, premises, or a portion thereof, offered for sale, rent or lease, or open house being offered, and may provide information such as the agent's name, the location of the sales office, or status of a pending transaction. Reflective surface means any material or device that has the effect of intensifying reflected light, such as Scotchlight, Day-Glo, glass beads and luminous paint. Roof sign means a sign that is erected upon, over, or on top of any portion of the roof of a building. Rotating sign means a sign in which the sign itself, or any portion of the sign, moves in a revolving manner. Such motion does not refer to methods of changing copy. Sandwich board sign means a sign with two (2) faces attached at the top and open at the bottom so that the structure forms a wedge and is self-supporting; also knows as 'A-frame sign'. Sign means any object, device, display, structure, or fixture involving graphics, colors, symbols, written copy, or illumination designed for the purpose of advertising, identifying, or providing information about an establishment, a business, a service, an activity, or an organization. Sign, area of means the entire surface area of a sign, as determined by the Town, including its facing, copy, symbols, electronic displays, background, and borders, but not including the supporting structure or decorative roofing, provided that there is no written copy on such structures. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 89 of 111 Sign backing means any sign that is displayed upon, against, or through any material, color surface, or backing that forms an integral part of such display and differentiates the total display from the background against which it is placed. Conversely, a sign without backing is any word, letter, emblem, insignia, figure, or similar character, or group thereof, that is neither backed by, incorporated in, nor otherwise made a part of any larger display area. Master Sign program means a comprehensive, narrative description of allowed sign types, and scaled drawings of any building, lot, parcel, collection of parcels or other premises, showing the number, size, description, color, materials and location of all signs thereon. It is used to create standard sign design guidelines for projects with multiple buildings or tenants. Sign structure means any structure that supports, has supported, or is capable of supporting a sign. Single business building means a structure or lot containing one (1) business or several related businesses under any form of ownership. If two (2) or more businesses are located in a structure or on a lot, use the same entrance and are not physically separated by walls, they shall constitute one (1) business for the purposes of this Article. Snipe sign means a sign or poster affixed to a tree, fence or any object within a public street or right- of-way. Statuary sign means any sign that is a three-dimensional, sculptured, or molded representation of an animate or inanimate object. Temporary sign means a sign or display that is designed for short-term use, and that is not intended to be permanently attached to a building wall or permanently installed in the ground. Temporary Signs are signs allowed for a limited time under this Article. Town of Avon sign means a sign erected, installed, or maintained by the Town of Avon for any public purpose, or a sign located on a building owned by the Town. Under canopy sign means a sign suspended beneath a canopy, ceiling, roof, or marquee. Vehicular sign means a sign directly placed, affixed, or painted on a motor vehicle or trailer. Walking sign means a commercial sign that is, or is intended to be, held by, attached, or affixed on a person. Wall sign means a sign attached parallel to and extending not more than twelve (12) inches from the wall of a building. This definition includes painted, individual letter, cabinet signs, and signs on a marquee or canopy. Wind-driven sign means a sign consisting of one (1) or a series of two (2) or more banners, flags, pennants, ribbons, spinners, streamers, captive balloons, or other objects or material fastened in such a manner as to move, upon being subjected to pressure by wind or breeze. Window sign means a sign applied, attached to a window or door, or located within thirty-six (36) inches of the interior surface of a window that is visible and/or legible from the outside. (c) Sign Area Calculation. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 90 of 111 (1) Measuring Sign Area. When the surface area of a sign consists of a conventional geometric shape, such as a rectangle or an oval, the accepted mathematical formula for calculating area shall be used in determining the sign area. (2) Irregular Geometric Shapes. If a sign consists of a geometric shape without an accepted mathematical formula for calculating area, the sign area shall be calculated by enclosing the sign within a rectangle or the closest conventional geometric shape, with a maximum of three (3) enclosing shapes. (3) Projecting and Freestanding signs. The area of such signs shall have only one (1) face (the larger one) counted of each double-faced sign in calculating the area, provided that any one (1) interior angle formed by the planes of the sign faces does not exceed ninety degrees (90º). The sign area of a multi-faced sign shall be calculated by adding the area of all sign faces excepting one (1). If the area of the sign faces differs, the smallest sign face will be the one excluded from the calculation. The area shall be the sum of the areas of each module or cabinet, including any framing, trim, or molding. (4) Individual Letters or Symbols. If a sign is composed of individual letters or symbols using the wall as the background (signs without backing), the sign area shall be calculated by enclosing each word and/or symbol within a rectangle, or the closest conventional geometric shape, with a maximum of three (3) enclosing shapes. The combined area of the shapes shall be considered the total sign area. (dc) Permitted Signs Generally. The following signs are permitted subject to obtaining the required sign plan approvals, unless it is specifically stated below that the sign is exempt from review requirements: (1) Commemorative signs, cornerstones, and plaques not exceeding two (2) square feet (exempt). (2) Construction Signs, which must be removed on or before the date of issuance of a certificate of occupancy for the project (exempt). (3) Directional/informational signs of six (6) square feet or less each or as indicated on an approved Master Sign Program (exempt). (1) Business signs. (2) Area signs indicating a specific identified district within the Town of Avon. (3) Joint directory signs. (4) Event signs, as part of an approved event permit. (5) Flags, not exceeding fifty (50) square feet in area, and no flagpole may be higher than thirty- five (35) feet in all zone districts except residential zones, in which the maximum height shall be twenty-five (25) feet (exempt). A maximum of two (2) flags per property. (6) Freestanding signs. (7) Town of Avon signs (exempt, including any digital displays). (8) Gravestones (exempt). EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 91 of 111 (9) Holiday displays and decorations (exempt). 10) Private warning signs (exempt). (11) Signs showing underground or public utilities (exempt). (127) Wall Signs. (13) Window Signs (exempt, as long as square footage and type requirements are met). (148) Required street address signs. Address signs of six (6) square feet and smaller are exempt from the aggregate sign area. (157) Project development signs: The Sign Administrator may issue approval for a development sign meeting these criteria: i. Not exceed an aggregate of sixteen (16) square feet and eight (8) feet in height. ii. Not exceed two (2) signs per development project. iii. Shall be removed if a construction sign is erected or if the project is no longer in the planning approval process. iv. In no case shall a sign be retained for more than two (2) years. (8) Public parking and loading signs for private property. (d) Exempt signs. (1) All signs implemented by the Town of Avon, including electronic signs. (2) Commemorative signs, cornerstones, and plaques not exceeding two (2) square feet. (3) Holiday displays and decorations. (4) Window signs. (5) Private warning signs (6) Signs showing underground or public utilities. (7) Real estate signs. (8) Construction Signs, which must be removed on or before the date of issuance of a certificate of occupancy for the project. (9) Directional/informational signs of six (6) square feet or less each or as indicated on an approved Sign Program. (10) Election signs. (e) Temporary banners, product advertising or sale signs, or similar. (1) Temporary banners allowed under the following procedure: i. The owner or operator of a business or organization may apply to the Town for a Sign Permit for the temporary banner, unless banner is permitted in conjunction with an event permit, building permit, or part of a Sign Plan. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 92 of 111 ii. A temporary banner may be displayed up to thirteen (13) fourteen (14) consecutive weeks. per calendar year, or for fourteen (14) weeks total during a calendar year, posted in two (2) week intervals. iii. Maximum banner size is thirty-two (32) square feet. Banners shall be in good condition, without rips or tears, and all corners shall be attached to a building or a projection of a building. iv. A business or organization may hang no more than one (1) banner at a time. (2) Banners allowed as part of an approved event permit. Banner may be posted two (2) weeks prior to the event and shall be removed within 24 hours after the event concludes. (3) Banner as a temporary sign. Banners may be posted in anticipation of a new business under construction until permanent sign is achieved. A permanent sign is required to be obtained within 14 weeks of initial banner posting. (4) Primary contractor banner on construction site fencing or on access gate. Banner may remain for duration of construction, until site fencing or gate is removed. Banner to be permitted through building permit process for that location. (5) Product advertising or sale signs. i. Interior product signs placed in windows shall be incidental to the business and shall be limited to twenty-five (25) percent % of the window where it is placed. ii. Interior or exterior sales signs may be used for the duration of an advertised sale only and may not be used on an ongoing basis. Signs shall not proliferate either interior windows or exterior areas so that the property becomes unsightly or conflicts with the compatibility of neighboring businesses. iii. Sandwich boards may be used during business hours advertising daily promotions with placement limited to private property. Signs may not be placed on sidewalks or within road right-of-way and may not impede pedestrian movements or the accessibility dimensions of the entrance. (ef) General requirements. (1) No person may engage in the business of erecting, altering, relocating, constructing, or maintaining signs without a valid contractor license issued by the Town. (2) Maintenance, installation, and placement standards. i. All persons involved in the maintenance, installation, alteration, or relocation of signs near or upon any public right-of-way or property shall agree to hold harmless and indemnify the Town, its officers, agents, and employees against any and all claims of negligence resulting from such work insofar as the Chapter has not specifically directed the placement of a sign. a. All signs to be placed on light poles or similar objects dedicated to the Town, or, upon objects located within the public right-of-way require License Agreements prior to installation. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 93 of 111 ii. Unless this Chapter imposes a greater restriction, the requirements for clearances and placement of signs on a building shall comply with the adopted International adopted Building Code (IBC) and local amendments. iii. Wall signs, marquee signs, and canopy signs may be placed on any wall as appropriate. In no case, other than as part of an approved Master Sign Program, shall any more than two (2) wall-mounted signs be placed on anyone (1) building facade. Wall signs may not interrupt any architectural feature. iv. Signs are not subject to the setback requirements of the zone district where they are located, provided that no sign, or part of the sign, shall project beyond a property line. No freestanding sign may be located where it impairs the visibility for motor vehicles. A sight triangle shall be established in which no sign is erected in a manner that limits or obstructs the sight distance of motorists. Adjacent parcel owners may request to erect a common sign structure on their common lot lines if written agreement is presented as evidence to the Town, and the Town further agrees to such plan. No sign shall interfere with or obstruct sidewalks, multi-use trails, utilities, snow storage areas, or drainage facilities. v. Projecting signs shall not project over six (6) feet from the face of the building. vi. All signs shall be properly maintained. Exposed surfaces shall be clean and painted as paint is required. Defective parts shall be replaced. Faded plastics shall be replaced. The Sign Code Administrator shall have the authority to order repairs or repainting as necessary. vii. Permanent signs and sign structures shall be constructed by a professional sign manufacturer or be of similar professional quality. Metal sign components shall be noncorrosive or coated with suitable paint to prevent corrosion. Permanent signs shall be fabricated on materials that are of good quality, durable, and weather- resistant. viii. Temporary signs shall be durable, weather-resistant, and fastened or anchored adequately. Temporary signs employing plywood as a substrate shall be of medium density overlay plywood and shall show no signs of cracking or peeling on the painted surfaces. Lightweight fabrics or similar materials shall be mounted securely to a rigid surface. ix. A freestanding sign erected at the edge of a parking area or adjacent to a traffic lane shall have a barrier at the base to prevent collision between motor vehicles and the sign. x. No wall-mounted, projecting, marquee, awning, or canopy sign shall be located above the ceiling of the second story of a building. xi. Signs shall be readable, with letters large enough to be legible, and with adequate contrast (3) Sign Materials. Signs shall use quality materials intended for long-term exposure or exterior use including but not limited to natural stone, anodized metal, routed or sandblasted wood, such as rough cedar or redwood; interior-lit, individual plexiglass-faced letters; or three-dimensional individual letters with or without indirect lighting. Signs shall be preserved using high grade paint or stains, when applicable. (4) Landscaping. Low-water lLandscaping is required for all freestanding signs, and should be designed to enhance the signage and of the surrounding building landscaping. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 94 of 111 (5) Lighting. Lighting shall be of no greater wattage than is necessary to make the sign visible at night and should not reflect unnecessarily onto adjacent properties. Lighting sources, except neon tubing, should not be directly visible to passing pedestrians or vehicles, and should be concealed in such a manner that direct light does not shine in a disturbing manner. Lit signs shall not be illuminated when the business is closed. (6) Location. On multi-story buildings, individual business signs shall be limited to the ground level. (7) Vehicular signs. Vehicular signs are exempt from review and are allowed if all of the following criteria are satisfied: i. The vehicle is operable and has a current valid registration; ii. The sign is permanently or directly applied to the vehicle itself; iii. Vehicles with signs permanently or directly applied must be normally and regularly used for the transport of persons, goods or services, or be in the service of a municipal, county, state, or federal agency; and iv. Vehicles with signs must be parked or stored in areas designated for parking or vehicle storage and must not obstruct site circulation. (8) Digital Displays, Electronic Message Centers, and electronic changeable copy signs. Auto- oriented electronic messages, images, and/or changeable copy signs are permitted only for gasoline pricing, parking garage stall counter displays, drive-thru menu boards, drive-thru lane informational signage, provided that they meet the following criteria: i. Such signs shall be equipped with automatic dimmers, which shall be programmed to not exceed three tenths (.3) footcandles over ambient light levels. ii. Signs shall not cause distractions to drivers with moving images or similar effects. iii. Individual letters are limited to seventeen (17) inches in height. iv. Digital signs are included in sign area calculations. v. Drive-thru signs shall be oriented to face the interior of the lot and include adequate screening to not impact the view of neighboring properties or the adjacent street. (9) Interactive storefront sign are allowed for ground floor commercial uses in the Town Center zone district, subject to the following regulations: i. Interactive storefronts must be designed, installed, and maintained to function as a computer-generated interactive display that responds to the physical activity of engaged pedestrians passing along the adjacent sidewalk. ii. Signs shall be placed on the interior of a pedestrian oriented display window. iii. Messages displayed on interactive storefronts must be oriented towards pedestrians, and not passing motorists. iv. Interactive storefront signs count towards the calculation of maximum allowable window display area, Section (g)(3)(iii). v. The dimensional maximum of an interactive sign is three square feet or a 28-inch monitor. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 95 of 111 (g) Sign Area Calculation. (1) Measuring Sign Area. When the surface area of a sign consists of a conventional geometric shape, such as a rectangle or an oval, the accepted mathematical formula for calculating area shall be used in determining the sign area. (2) Irregular Geometric Shapes. If a sign consists of a geometric shape without an accepted mathematical formula for calculating area, the sign area shall be calculated by enclosing the sign within a rectangle or the closest conventional geometric shape, with a maximum of three (3) enclosing shapes. (3) Projecting and Freestanding signs. The area of such signs shall have only one (1) face (the larger one) counted of each double-faced sign in calculating the area, provided that any one (1) interior angle formed by the planes of the sign faces does not exceed ninety degrees (90º). The sign area of a multi-faced sign shall be calculated by adding the area of all sign faces excepting one (1). If the area of the sign faces differs, the smallest sign face will be the one excluded from the calculation. The area shall be the sum of the areas of each module or cabinet, including any framing, trim, or molding. (4) Individual Letters or Symbols. If a sign is composed of individual letters or symbols using the wall as the background (signs without backing), the sign area shall be calculated by enclosing each word and/or symbol within a rectangle, or the closest conventional geometric shape, with a maximum of three (3) enclosing shapes. The combined area of the shapes shall be considered the total sign area. (f h) Regulations in Residential Zoned Districts. (1) Residential project entrance signs. Residential project entrance signs are permitted as follows: i. One (1) sign, located adjacent to the primary entrance, not to exceed thirty-two (32) square feet in area and eight (8) feet in height; ii. One (1) sign per secondary entrance, not to exceed sixteen (16) square feet in area and eight (8) feet in height. iii. One (1) wall sign is permitted per street frontage in the RH district. Total aggregate sign area of wall signs for shall not exceed twelve (12) square feet per front, or twenty-four (24) square feet per development. (2) One (1) construction sign shall be permitted for single family and duplex residences not to exceed six (6) square feet. Multi-family developments shall be permitted a maximum of two (2) construction signs per development site, not to exceed an aggregate sign area of twelve (12) square feet. (3) Each property shall be allowed an additional aggregate sign area of twelve (12) square feet of temporary freestanding signage. Such signage is limited to four (4) feet in height, and a time period not to exceed forty-five (45) days per year. The time period set forth in this Section shall not apply to any sign placed on a parcel of real property, which is actively listed for sale, as evidenced by such parcel's listing in a multiple listing service or other real estate listing service. (g) Regulations in Mixed-use and Commercial Lots. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 96 of 111 (1) Individual business lot sign. Sign or signs shall not exceed one (1) square foot of sign area per lineal foot of building front. (2) Multiple business lot signs. Total sign area shall not exceed one (1) square foot per lineal foot of building front for the first thirty-two (32) feet and one-third (1/3) square foot per lineal foot of building front in excess of thirty-two (32) square feet. Total building or project identification sign area shall not exceed a maximum of sixty-four (64) square feet per lot front. (3) Generally applicable sign requirements. i. Multiple signs. More than one (1) sign is be permitted, provided the total sign area does not exceed the total allowed for the lot or building. ii. Each property shall be allowed an additional aggregate sign area of twelve (12) square feet of temporary freestanding signage. Such signage is limited to four (4) feet in height, a maximum of four (4) signs per property at any one time, and a time period not to exceed forty-five (45) days per year. The time period set forth in this Section shall not apply to any sign placed on a parcel of real property, which is actively listed for sale, as evidenced by such parcel's listing in a multiple listing service or other real estate listing service. iii. Window Signs shall not exceed twenty-five (25%) of the area of the window onto which they are attached. All window signs must be on the interior surface of the window. Window signs are exempt from the approval requirements, and do not count towards the aggregate sign area. iv. A maximum of two (2) construction signs shall be permitted for each construction project not to exceed an aggregate sign area of sixteen (16) square feet. v. Portable sandwich board signs are permitted only in the Town Core, provided that all of the following criteria are met: (A) Sandwich board signs must have a well-maintained appearance and shall not exceed three (3) feet in width or three (3) feet in height. (B) Only one (1) sandwich board sign is permitted per business or organization. (C) Sandwich board signs must be located within five (5) feet of the building entrance, or the building area occupied by the entity posting the sandwich board sign. (D) Sandwich board signs shall only be posted during business hours, or the operating hours of the entity posting the sign. (E) Sandwich board signs shall not obstruct pedestrian walkways or parking areas and shall not result in non-compliance with the Americans with Disabilities Act (ADA). (h) Master Sign Programs. (1) The purpose of a Master Sign Program is to establish a common theme amongst signs on a building or development project to create visual harmony between the signs, and other design elements on the property. (2) Master Sign Programs are encouraged for all properties and are required as a part of the development plan process for all proposed projects. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 97 of 111 i. The owner, builder, or developer of a building designed for single use shall present to the Community Development Department a Master Sign Program showing proposed locations of all signs. ii. Multi-business buildings. The owner, builder, or developer of a building designed for occupation by two (2) or more businesses under separate ownership shall present to the Community Development Department a Master Sign Program showing proposed sign locations, types, and methods of allocating sign area allowances to tenants' use. (3) Master Sign Programs shall be in accordance with: i. The Master Sign Program will demonstrate coordinated signage by maintaining a certain uniformity of appearance through the consistent application of three (3) out of the six (6) following elements: color, size, shape, materials, mounting, or lighting. All proposed locations of freestanding signs and building directories shall be shown. ii. Master Sign Program changes or proposals may not be made without HOA, POA Owner’s Association or building owner approval. iii. All Master Sign Programs shall be in written and plan form. (A) Program Statement shall include: height off the ground, the locations, types, (freestanding, projecting, etc.) illumination, sizes (square footage) of each sign according to the corresponding building face, and any additional information as determined by the Sign Administrator. (B) Drawn plans shall include: (1) Site plan showing dimensions, colors, materials, copy, illumination, and required landscaping for all freestanding signs. (2) Program elevation showing locations, overall and letter/figure dimensions, colors, materials, proposed copy, illumination, and anchoring of each sign on the building. (3) Perspective, Sketch-up, or other type of rendering. (4) Any additional information as determined by the Sign Code Administrator. iv. Master Sign Programs may include sign examples with wording, colors, materials, etc. to further define the program requirements. v. Master Sign Programs may include limitations on wording, colors, design, lighting, materials, and other restrictions. vi. Proposed signs, not in accordance with the property' approved Master Sign Program, will only be considered by the Planning and Zoning Commission upon receipt of written evidence that the proposed sign is acceptable to the owners of the building or the owners' association. Non-complying signs must: (A) Demonstrate compliance with purpose statements of this Chapter; and (B) Be found to enhance and generally modernize the site. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 98 of 111 vii. Relevancy of a Sign Program. Sign Programs are expected to be updated to maintain relevancy with redevelopment occurring within Avon, changes in architectural design, improvements or updates, or changes to general design trends including materials, colors, technology, and uses. (A) Noticeably outdated signage shall be replaced as redevelopment within Avon occurs. Sign programs should be examined and updated every 10 years to ensure plans are reflective of any changes coinciding with redevelopment or new development within the town. 1. Outdated signage is signage that is no longer current or relevant to modern life. Some signs might be considered outdated if they are: (i) Signs that are more than 10 years old, even if they are not damaged or have other issues. (ii) Signs that are faded or deteriorating. (iii) Signs that no longer blend in with the surrounding area or the building's exterior design. (B) Branding associated with businesses subject to a Sign Program are permitted to switch out signs where logos have been modernized without an amendment to the Sign Program. If the backing of the signs as part of the exchange requires replacement, sign permits may be necessary to satisfy Building Codes. Signs may not increase in numbers, nor size with this exchange. (i) Prohibited signs. The following signs, unless otherwise stated herein, are prohibited: (1) A sign that is structurally unsafe, unsanitary, or hazardous to the safety or health of any person. (2) Signs imitating or resembling official traffic or government signs or signals, or signs creating an unsafe distraction for motor vehicle operators. (3) Signs that are in disrepair, damaged, dilapidated, inadequately maintained, or components of signs which do not function as intended - as determined by the Sign Code Administrator. (4) Moving, animated, revolving, rotating, or reflective signs. (5) Signs that obstruct the view of motor vehicle operators entering a public roadway from any parking area, service drive, private driveway, alley, or other thoroughfare; or which obstruct free ingress to or egress from a required entrance or exit way. (6) Nonconforming Signs, except legal nonconforming signs. (7) Neon, other gas-filled, or LED light tubes, with the exception of open and closed signs or product branding (e.g. liquor stores). (8) Banners, except as described below: i. Temporary banners as allowed as part of an approved event permit. ii. Temporary banners allowed under the following procedure: the owner or operator of a business or organization may apply to the Town for a temporary banner for display up to thirteen (13) weeks per calendar year, for two (2) week intervals. Maximum EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 99 of 111 banner size is thirty-two (32) square feet. Banners shall be in good condition, without rips or tears, and all corners shall be attached to a building or a projection of a building. A business or organization may hang no more than one (1) banner at a time. (9) Signs erected on public rights-of-way, except Town of Avon. (10) Wind-driven signs, air-activated graphics, or inflatable signs. (11) Signs that utilize or incorporate searchlights. (12) Signs mounted on the roof of a building, above canopies or eaves, or extending above the uppermost edge of a parapet wall. (13) Walking signs, human signs, signs incorporating live animals, or sign spinners. (14) Signs with auditory messages or sounds, unless provided for public safety purposes. (15) Snipe or poster signs, including signs fastened to trees, fences, utility poles, public benches, streetlights, or placed on any public property or public right-of-way. (16) Portable wheeled signs and portable message center signs, unless provided for public safety purposes. (17) Billboards or Off-Premises signs. between the letters and the background. (18) Festoons, freestanding blade signs, inflatable signs, or teardrop flags of any shape. (19) Statuary signs, except those proposed as part of a building sign, and whose area does not exceed fifty percent (50%) of the area of the sign. (20) Projected image signs or signs with projected copy. (21) Signs with lights or illuminations that flash, scintillate, blink, flicker, vary in intensity, or vary in color. (22) Freestanding signs supported by a singular pole or post. (23) Under-canopy or hanging signs that extend beyond the edge of the canopy or roof from which they are suspended. (24) Back-lit awning signs. (25) Internally illuminated cabinet signs are prohibited except for those which use a non-opaque material and punch-through letters so only the letters are illuminated. EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 100 of 111 (26) Signs advertising websites, events, products, or services of or for businesses not located on the subject property are prohibited. (j) Safety standards. (1) Freestanding or projecting signs and sign structures shall be engineered to withstand the minimum wind and snow load requirements of the adopted Building Codes. A building permit and associated engineering data sufficient to prove the reliability of the structure and the foundation shall be submitted for signs over ten (10) feet in height and/or forty (40) square feet in area. (2) Signs in danger of falling down, or which become insecure, or otherwise represent an unsafe condition shall constitute a violation under the provisions of this Chapter, and shall be removed or corrected by the sign owner. (3) Electrical wiring for energizing an electrical sign shall be underground in the case of freestanding and behind the sign cabinet in the case of wall or projecting signs. (4) All freestanding signs shall be self-supporting, erected on or permanently attached to a concrete foundation. Signs mounted on marquees or projecting signs shall be engineered such that no guy wires are needed for support, other than the sign structure itself. Wall signs shall be mounted on the wall of the building. (5) Anchors and supports shall be guarded and protected when near driveways, parking lots, or similar locations where they could be damaged by moving vehicles. Signs attached to masonry, concrete, or steel shall be safely and securely fastened thereto by means of metal anchors, bolts, or approved expansion screws of sufficient size and anchorage to safely support the loads applied. No anchor or support of any sign, except flat wall signs, shall be connected to or supported by an unbraced parapet wall. (k) Legal nonconforming signs. (1) An existing sign which does not conform to the provisions of this Chapter may be eligible for the designation of legal nonconforming, provided that the Sign Code Administrator determines that such sign is properly maintained according to all applicable legal requirements, does not in any way endanger the public, and was covered by a valid permit or variance or complied with all previously applicable laws. (2) A sign may lose this designation if the sign is relocated or replaced, or the structure or size of the sign is altered in any way, other than normal maintenance. If the sign suffers more than fifty EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 101 of 111 percent (50%) appraised damage or deterioration from fire, wind or other cause except vandalism, it must be brought into compliance with this Chapter. If the sign is remodeled, moved, or copy or text is changed under new ownership, or was never erected in accordance with any code in force at the time, the sign shall be removed or brought into compliance with this Chapter. (3) The Town Council may condemn a nonconforming sign. Recommendations for condemnation may be made by the Planning and Zoning Commission; (4) By amortization. The right to continue to use or operate a nonconforming sign shall terminate five (5) years after the effective date of the ordinance codified in this Chapter or the annexation of the area in which the sign is located to the Town. (l) Sign Variations. (1) The Town recognizes that not all buildings are sized or scaled appropriately to adhere to these code requirements. If certain circumstances exist where the sign limitations results in a sign that is undersized or not proportional in scale to the structure, the applicant shall apply for either a revised Sign Plan (if two (2) or more units or buildings are affected), or, by the PZC through the application of Alternative Design, pursuant to S Section 7.16.120 for signs concerning only one (1) unit or building. CHAPTER 8.24 - Public Nuisances 8.24.065 Driveways must be paved Surface This section is being amended as the term “paved” was misleading (a) All driveways and parking areas, on any lot, tract or parcel of land, shall be paved finished or surfaced with an approved material like asphalt, concrete, gravel, or similar, acceptable to the Town Engineer. (b) Any lot, tract or parcel of land that gains access to a Town street via an easement through private or public property shall have a continuous paved surfaced driveway, of an approved material, from the Town street to such lot, tract or parcel of land. (c) It is unlawful for any lot, tract or parcel of land to be kept in a manner that causes dirt or mud to be tracked on to the public right-of-way. (d) If any property is found to exist in violation of this Section the property owner, manager or any other person in control of the property shall be deemed guilty of creating a public nuisance. This area intentionally left blank EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 102 of 111 7.24.040 Table of Allowed Uses This section is being amended to update and modernize common uses (includes reorganization and the expansion of where some uses are permitted), language, and simplification of types of uses. Also for review, removal of certain uses not yet established in Avon, thought not to be in the best interest of the Town moving forward with consideration of sustainable design (e.g. retail drive thru use). Table 7.24-1 Allowed Uses Use Category Use Type P - Permitted Use S = Special Review Use Districts in GREY are retired and not available for rezoning. Use-Specific Regulations Residential Nonresidential RD RL RM RH CH M/H RH- C NC MC CH MU 1/2 TC SC P PF IC OLD Residential Uses Household Living Dwelling, Single-Family Detached P P P S Dwelling, Two-Family/ Duplex P P P P S Dwelling, Townhouse P P P P P P P P S Dwelling, Multi-Family P [1] P P P P P P P S [1] Limited to 8 units per building in RM Community Housing P P P P P P P P P P P P P P P Dwelling, live/ work S S S P S S S P P S Accessory Dwelling Unit S S S S S S SF/DU Units Only Dwelling, timeshare, interval ownership or fractional fee ownership/ vacation club S P P 7.24.050(d) 7.24.060(a) Group Living Group homes S S S S S S S 7.24.060(b) Retirement home, nursing home or assisted living facility S S S S S S S S Accommodation Bed and breakfast S S S S S P P P Hotel, motel and lodge P P P Public and Institutional Uses Community Services Art gallery or museum P P P P P P EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 103 of 111 Use Category Use Type P - Permitted Use S = Special Review Use Districts in GREY are retired and not available for rezoning. Use-Specific Regulations Residential Nonresidential RD RL RM RH CH M/H RH- C NC MC CH MU 1/2 TC SC P PF IC OLD Community centers S S S P S P P S P P P Library P P 7.24.050(a) Government services, offices and facilities S P P P P P 7.24.050(a) Post office branches S S S P P P Religious assembly S S S S S S S S S S S S Day Child Care Preschool, nursery school S S S S P S S P S S S 7.24.060(c) Family Child Care, in Hhome S P S P S P S P S P S P S P S P P S P S P 7.24.0650(c d) Child Care Center S S P S S P S 7.24.060(c) Educational Facilities College or university (nonexempt) S P S S P P 7.24.050(a) School, K-12 (public and private) P P P P S P P S P 7.24.050(a) School, vocational- technical and trade P P P 7.24.050(a) Parks and Open Space Arboretum or botanical garden S P P P 7.24.050(b) Community garden P P P P P P P P P Community playfields and parks P P P Golf course P P P P P P P Parks and forest preserves (private, not-for-profit) P P Public dog parks P P P P P P P P P P P Transportation Bus terminal S P 7.24.060(d) Rail terminal (passenger) S P P Commercial parking facilities (surface & structure) S S P Utility Major energy facilities S Public utility substations where no public office, repair or storage facilities are maintained S S S S S S S S S S Ground mounted solar devices P P S Small wind energy system S S S S P S S P S S S S S EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 104 of 111 Use Category Use Type P - Permitted Use S = Special Review Use Districts in GREY are retired and not available for rezoning. Use-Specific Regulations Residential Nonresidential RD RL RM RH CH M/H RH- C NC MC CH MU 1/2 TC SC P PF IC OLD Wireless communication tower and/or antenna S S S S S S S S S S S S S S Commercial Uses Animal sales and services Kennel or Animal Boarding S 7.24.060(e)(3) Pet shops P P P P P P Veterinary clinic, small (indoor only) P P P P Veterinary clinic, large (with outdoor runs) S Auction House P P P P Assembly Auction yard P Membership clubs P P P P Financial Service Financial institution, with drive- thru S S S S 7.24.060(f) Financial institution, without drive- thru P P P P P Food and Beverage Services Bakeries P P P P P Bars or taverns P P P P P P 7.24.060(h)(2) Coffee or specialty drink shops P P P P P P Restaurant, with drive-in or drive- thru S S S S S 7.24.060(g) Restaurant without drive-in or drive-thru P P P S P P Health Care Facilities Medical center/ hospital S P P P Urgent care facility P P P P Medical and dental clinics and offices P P P P P S Long-term Care Facility P P P P Office Administrative and professional offices P P P P P Office with showroom and/or warehouse facilities P S Recreation and Outdoor commercial recreation P P P EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 105 of 111 Use Category Use Type P - Permitted Use S = Special Review Use Districts in GREY are retired and not available for rezoning. Use-Specific Regulations Residential Nonresidential RD RL RM RH CH M/H RH- C NC MC CH MU 1/2 TC SC P PF IC OLD Entertainment, Outdoor Riding academies S P Recreation and Entertainment, Indoor Indoor commercial recreation/ entertainment P P P P P P Sexually- oriented business S Theater/ performance hall S P S P P Personal Services General personal services P P P P P P Barber shops, beauty salons, day spas P P P P P P Dry cleaning and laundry service P P P S P P See definition Personal Services 7.08.010 Tattoo parlors, body piercing (Private office above ground level uses) P Tattoo parlors, body piercing, ground level S S S S Retail (Sales) General Retail P P P P P P Antique shops P P P P P P Appliance stores P P P P P P Art shops P P P P P P Book and stationery stores P P P P P P Clothing stores P P P P P P Convenience store, with fuel S S S P P Convenience store P P P P P Drug stores, Pharmacies P P P P P P Drug stores, Pharmacies with drive thru S Electrical supply stores P S P P Florists P P P P P P Furniture shops P P P P P EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 106 of 111 Use Category Use Type P - Permitted Use S = Special Review Use Districts in GREY are retired and not available for rezoning. Use-Specific Regulations Residential Nonresidential RD RL RM RH CH M/H RH- C NC MC CH MU 1/2 TC SC P PF IC OLD Gift shops P P P P P P Grocery stores P P P P P P Home improvement store, under 25,000 sq. ft. P S P P P P Home improvement store, over 25,000 sq. ft. P P Jewelry, craft and hobby shops P P P P P P Medical marijuana, marijuana establishment and marijuana club Music, radio and television stores P P P P P P Nursery, landscaping supply P S P P Office supply store P P P P P Liquor stores P P P P P P Smoke or vape shops P P P P P P Paint stores P P P P P P Photographic studios P P P P P P Retail sign shops P P Retail sales with drive-thru S S S S S Shoe stores P P P P P P Sporting and athletic goods stores P P P P P P Toy stores P P P P P P Wholesale Business Wholesale business P Vehicles and equipment Automobile Vehicle repair shop, minor S S P 7.24.060(h) Automobile Vehicle repair shop, major S P Automobile Vehicle sales and rental S S Car wash S S S 7.24.060(h) Parking lot (commercial) S S S S S EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 107 of 111 Use Category Use Type P - Permitted Use S = Special Review Use Districts in GREY are retired and not available for rezoning. Use-Specific Regulations Residential Nonresidential RD RL RM RH CH M/H RH- C NC MC CH MU 1/2 TC SC P PF IC OLD Centralized loading dock and goods distribution center S S Industrial Service Industrial Service Research facilities (commercial) P Builders supply yards P Construction industry related businesses and or supply yard P Heavy industrial uses S Light industrial uses P Junk yards S Lumberyards except when indoors as part of a hardware store S Mining and mineral extraction S S S S S S S S S S S S S Manufacturing and Production Machine and welding shops P Manufacturing, heavy S Manufacturing, light P Warehouse and Freight Movement Mini Self storage P Storage warehouses P S Waste and Salvage Recycling center / facility, indoor S Recycling facility, drop-off P P P P P P P P P P (Ord. 16-14 §2; Ord. 14-06 §4 ; Ord. 14-01 §2; Ord. 13-02 §3; Ord. 12-02 §2; Ord. 11-04 §2; Ord. 10-14 §3; Ord. 19-06 §5) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 108 of 111 APPENDIX 7-C Plat Certificates (NEW) TOWN CERTIFICATE THIS PLAT IS APPROVED BY THE TOWN OF AVON, COUNTY OF EAGLE, COLORADO THIS ____ DAY OF _________ A.D., 202__ , FOR FILING WITH THE CLERK AND RECORDER OF THE COUNTY OF EAGLE. APPROVAL OF THIS PLAT BY THE TOWN IS A CONSENT ONLY AND IS NOT TO BE CONSTRUED AS AN APPROVAL OF THE TECHNICAL CORRECTNESS OF THIS PLAT OR ANY DOCUMENTATION RELATING THERETO. WITNESS MY HAND AND SEAL OF THE TOWN OF AVON: THE TOWN OF AVON BY: ______________________________ ATTEST: ______________________________ DIRECTOR OF COMMUNITY DEVELOPMENT TOWN CLERK OR MAYOR, TOWN OF AVON (For Final/Major Plats) CERTIFICATE OF DEDICATION AN OWNERSHIP KNOW ALL PERSONS BY THESE PRESENTS THAT BEING SOLE OWNER IN FEE SIMPLE, SUBJECT TO MATTERS OF RECORD, AND AS SOLE MORTGAGEE OF ALL THAT REAL PROPERTY SITUATE IN THE TOWN OF AVON, EAGLE COUNTY, STATE OF COLORADO, DESCRIBED AS FOLLOWS: [LEGAL DESCRIPTION] AND CONTAINING ACRES, MORE OR LESS, HAS BY THESE PRESENTS LAID OUT, PLATTED AND SUBDIVIDED THE SAME AS SHOWN HEREON AND DESIGNATES THE SAME AS , TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO AND HEREBY DEDICATE FOR PUBLIC USE THE STREETS SHOWN HEREIN INCLUDING AVENUES, DRIVES, BOULEVARDS, LANES, COURTS, AND ALLEYS TO THE TOWN OF AVON; AND THE UTILITY AND DRAINAGE EASEMENTS SHOWN HEREON FOR UTILITY AND DRAINAGE PURPOSES ONLY; AND DO FURTHER STATE THAT THE REAL PROPERTY AND IMPROVEMENTS ON THIS PLAT SHALL BE SUBJECT TO THE DECLARATIONS FOR FILED AND RECORDED FOR THIS SUBDIVISION IN THE OFFICE OF THE CLERK AND RECORDER OF EAGLE COUNTY, COLORADO, AT RECEPTION NO. . EXECUTED THIS DAY OF , A.D., 202 OWNER: BY: NAME : STATE OF COLORADO ) EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 109 of 111 ) SS. COUNTY OF EAGLE ) THE FOREGOING INSTRUMENT WAS SUBSCRIBED, SWORN TO AND ACKNOWLEDGED BEFORE ME THIS ___ DAY OF ____________________, 202 , BY ___________________________________, AS OF THE REAL PROPERTY DESCRIBED ABOVE. WITNESS MY HAND AND OFFICIAL SEAL. ______________________________ NOTARY PUBLIC MORTGAGEE: BY: NAME : STATE OF COLORADO ) ) SS. COUNTY OF EAGLE ) THE FOREGOING INSTRUMENT WAS SUBSCRIBED, SWORN TO AND ACKNOWLEDGED BEFORE ME THIS ___ DAY OF ____________________, 202 , BY ___________________________________, AS OF THE REAL PROPERTY DESCRIBED ABOVE. WITNESS MY HAND AND OFFICIAL SEAL. ______________________________ NOTARY PUBLIC CERTIFICATE OF DEDICATION AND OWNERSHIP (CONDO MAPS) KNOW ALL PERSONS BY THESE PRESENTS THAT BEING SOLE OWNER IN FEE SIMPLE, SUBJECT TO MATTERS OF RECORD, AND AS SOLE MORTGAGEE OF ALL THAT REAL PROPERTY SITUATE IN THE TOWN OF AVON, EAGLE COUNTY, STATE OF COLORADO, DESCRIBED AS FOLLOWS: [LEGAL DESCRIPTION] AND CONTAINING ACRES, MORE OR LESS, HAS BY THESE PRESENTS LAID OUT, PLATTED AND SUBDIVIDED THE SAME INTO CONDOMINIUM UNITS AND COMMON AREAS AS SHOWN HEREON AND DESIGNATES THE SAME AS , TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO ; AND EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 110 of 111 DO FURTHER STATE THAT THE REAL PROPERTY AND IMPROVEMENTS ON THIS MAP SHALL BE SUBJECT TO THE DECLARATIONS FOR FILED AND RECORDED FOR THIS SUBDIVISION IN THE OFFICE OF THE CLERK AND RECORDER OF EAGLE COUNTY, COLORADO, AT RECEPTION NO. . EXECUTED THIS DAY OF , A.D., 202 OWNER: BY: NAME : STATE OF COLORADO ) ) SS. COUNTY OF EAGLE ) THE FOREGOING INSTRUMENT WAS SUBSCRIBED, SWORN TO AND ACKNOWLEDGED BEFORE ME THIS DAY OF 202 , BY AS OF THE REAL PROPERTY DESCRIBED ABOVE. WITNESS MY HAND AND OFFICIAL SEAL. ______________________________ NOTARY PUBLIC CLERK AND RECORDER’S CERTIFICATE THIS PLAT WAS FILED FOR RECORDING IN THE OFFICE OF THE CLEARK AND RECORDER AT O’CLOCK , ON THIS DAY OF , 202 , AND IS DULY RECORDED AT RECEPTION NO. SURVEYOR’S CERTIFICATE I, __________________________, DO HEREBY CERTIFY THAT I AM A PROFESSIONAL LAND SURVEYOR LICENSED TO PRACTICE LAND SURVEYING UNDER THE LAWS OF THE STATE OF COLORADO, THAT THIS SUBDIVISION PLAT IS A TRUE, CORRECT AND COMPLETE PLAT OF ______________________ AS LAID OUT, PLATTED, DEDICATED AND SHOWN HEREON, THAT SUCH PLAT WAS MADE FROM AN ACCURATE SURVEY OF SAID PROPERTY BY ME AND/OR UNDER MY SUPERVISION AND ACCURATELY SHOWS THE LOCATION AND DIMENSIONS OF THE LOTS, EASEMENTS AND RIGHTS OF WAY OF SAID PLAT AS THE SAME ARE MONUMENTED UPON THE GROUND IN COMPLIANCE WITH APPLICABLE REGULATION GOVERNING THE SUBDIVISION OF LAND, THAT SUCH PLAT IS BASED UPON THE PROFESSIONAL LAND SURVEYOR’S KNOWLEDGE, INFORMATION AND BELIEF, THAT SUCH PLAT HAS BEEN PREPARED IN ACCORDANCE WITH APPLICABLE STANDARDS OF PRACTICE, AND THAT SUCH PLAT IS NOT A GUARANTY OR WARRANTY, EITHER EXPRESSED OR IMPLIED. IN WITNESS WHEREOF, I HAVE SET MY HAND AND SEAL THIS __________ DAY OF _________________, A.D., 202 . EXHIBIT A Code Text Amendments July 31, 2025 CTA 24002 Page 111 of 111 SEAL COLORADO LICENSED PROFESSIONAL LAND SURVEYOR LICENSE NUMBER ________________________ SURVEYOR’S CERTIFICATE (CONDO MAPS) I, , DO HEREBY CERTIFY THAT I AM A PROFESSIONAL LAND SURVEYOR LICENSED UNDER THE LAWS OF THE STATE OF COLORADO, THAT THIS CONDOMINIUM MAP IS TRUE, CORRECT AND COMPLETE AND FULLY AND ACCURATELY DEPICTS THE IMPROVEMENTS, INCLUDING THE CONDOMINIUM UNITS AND COMMON OWNERSHIP AREAS, AND IDENTIFIES LOCATION, LAYOUT, DIMENSION, AND HORIZONTAL AND VERTICAL BOUNDARIES; THAT SUCH MAP WAS PREPARED SUBSEQUENT TO SUBSTANTIAL COMPLETION OF THE IMPROVEMENTS; AND THAT SUCH MAP COMPLIES WITH, AND CONTAINS ALL OF THE INFORMATION REQUIRED BY C.R.S 38-33.3- 209 AND ALL OTHER STATUES AND REGULATIONS APPLICABLE TO MAPS OF CONDOMINIUM INTEREST SUBDIVISION. IN WITNESS WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF , A.D., 202 SEAL COLORADO LICENSED PROFESSIONAL LAND SURVEYOR LICENSE NUMBER ________________________ TITLE CERTIFICATE DOES HEREBY CERTIFY THAT IT HAS EXAMINED THE TITLE TO ALL LANDS SHOWN HEREON AND THAT TITLE TO SUCH LANDS HEREIN VESTED IN , FREE AND CLEAR OF ALL LIENS, TAXES, AND ENCUMBRANCES, EXCEPT AS FOLLOWS: CERTIFICATE OF TAXES PAID I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT THE ENTIRE AMOUNT OF TAXES AND ASSESSMENTS DUE AND PAYABLE AS OF UPON ALL PARCELS OF REAL ESTATE DESCRIBED ON THIS PLAT ARE PAID IN FULL. DATED THIS DAY OF , A.D., 202 . TREASURER OF EAGLE COUNTY (970) 748-4040 gdaly@avon.org TO: Honorable Mayor Underwood and Avon Town Council Members FROM: Greg Daly, Chief of Police RE: First Reading of Ordinance 25-15, Authorizing the Use of an Automated Vehicle Identification System (AVIS) for Speed Enforcement in Avon DATE: August 12, 2025 SUMMARY: This memo outlines Ordinance 25-15 (Attachment A), which proposes the use of Automated Vehicle Identification Systems (AVIS)—commonly known as speed safety cameras—to address persistent speeding issues in Avon. The goal is to enhance traffic safety, reduce collisions (particularly involving pedestrians), and modernize our enforcement approach through technology. In 2023, the Colorado General Assembly passed Colorado Revised Statute (“C.R.S”) 42-4-110.5, permitting the use of AVIS in high-risk areas, including: • School zones • Residential neighborhoods • Construction zones • Areas near parks • Other local corridors supported by speed and crash data To utilize this technology, the Avon Town Council (“Council”) must pass an ordinance authorizing its use and defining designated Automated Vehicle Identification (“AVI”) enforcement corridors. While school, construction, and residential zones are pre-authorized, additional AVI corridors require supporting data, proper signage, and permit approval for each individual camera. This memo provides an overview of Ordinance 25-15 drafted to address concerns over speeding within the Town Limits of Avon and adding an innovative way to slow drivers down, reduce both motor vehicle collisions and vehicle versus pedestrian crashes. The attached PowerPoint Presentation from the Colorado Department of Transportation (“CDOT”) (Attachment B) provides further clarification of C.R.S 42-4-110.5. BACKGROUND: Speeding is a leading contributor to vehicle crashes in Avon. As traffic volumes increase due to growth and development, proactive, technology-driven enforcement becomes vital. AVIS provides 24/7 coverage in areas where officer availability/ deployment is limited. Other municipalities—such as Aurora, Boulder, Denver, Longmont, and Fort Collins—have successfully adopted AVIS. Nearby jurisdictions, Vail and Glenwood Springs are now in the process of implementation using Dacra Tech, LLC, a vendor with a proven model for effective, equitable enforcement. Dacra Tech LLC., is one of few vendors that utilize Light Detection and Ranging (“LIDAR”) technology and their cameras take 16 screen shots per minute of the violator vehicle. The attached PowerPoint presentation Page 2 of 5 from Dacra Tech LLC and Traffic Logix (ATTACHMENT C) provides additional details on this process. AVIS aligns with the State’s emphasis on uniformity, as outlined in C.R.S. 42-4-110.5, and adheres to nationally recognized best practices from the Federal Highway Administration (“FHWA”). (https://highways.dot.gov/safety/proven-safety-countermeasures) C.R.S. 42-4-110.5 identifies automated vehicle identification systems (AVIS) as a statewide concern and an area where uniform state standards are necessary. Definitions: ● AVIS is a Colorado legal term for automated speed photo enforcement that also is synonymous with Speed Safety Cameras as used by the Federal Highway Administration (FHWA). ● An AVIS is, as defined by C.R.S. 42-4-110.5, an automated vehicle identification (AVI) system; a machine used to automatically detect a violation of traffic regulations and simultaneously record a photograph of the vehicle and the license plate of the vehicle. ● An AVIS is a temporary, mobile, or permanent system used to detect speeding violations within a highway maintenance, repair, construction zone, school zone, next to a park, or within an AVI Corridor. ● An AVI Corridor is a designated street or portion of a street that a county or municipality, by ordinance or by a resolution of its governing body, defines as an AVI Corridor on which an AVI system may be located to detect violations of a county or municipal traffic regulation or a traffic violation under state law, specifically for speed violations. Local agencies shall coordinate with CDOT to implement automated speed enforcement as designated by local agency ordinance per the current Model Traffic Code for all areas along state and US highways. Eligible areas for automated speed enforcement include: ● School zones; ● maintenance, repair or, work zones; ● by municipal parks; or ● within AVI corridors. AVI Corridors must be approved by CDOT and Colorado State Patrol (CSP) per CRS 42-4-110.5. AUTOMATED VEHICLE IDENTIFICATION SYSTEM: Implementing AVIS will provide the following advantages: • Consistent and impartial speed limit enforcement • Reduced demands on officer time for manual enforcement • Timely issuance of warnings and citations • Data-driven insights to inform future traffic safety improvements • Revenue reinvestment in public safety and traffic calming infrastructure Page 3 of 5 Based on Dacra Tech’s 6-day speed study (Attachment D), Avon PD crash data, and community concerns, the following sites are recommended as Automated Vehicle Identification enforcement corridors: 1. Avon Rd. between roundabout 4 and roundabout 5, particularly addressing the pedestrians’ crossings at E. Hurd Ln. and Riverfront Ln. (High pedestrian crosswalk use and history of vehicle-pedestrian collisions) 2. US Highway 6 within Avon Town Limits, between Frontgate and Riveroaks (Fatal collision location and frequent pedestrian crossings) 3. W. Beaver Creek Blvd. 300 Black to 800 Block, adjacent to Harry A. Nottingham Park and near to Avon Elementary/ Westlake Village Apartments (Adjacent to school, park, and dense housing; frequent speed complaints) 4. Nottingham Rd., particularly between 200 and 700 blocks (Heavy vehicle and pedestrian traffic; recurring reports of speeding) Total accident data for the proposed four AVIS corridors (2020-2024) Location Total Accidents (2020) Total Accidents (2021) Total Accidents (2022) Total Accidents (2023) Total Accidents (2024) Location Total Avon Rd RA4 - RA5 18 11 11 20 14 74 Hwy 6 1 2 4 4 2 13 500-900 W Beaver Creek Blvd 4 6 2 3 9 24 Nottingham Rd 4 11 10 11 9 45 Year Total 27 30 27 38 34 Total citation data for the proposed four AVIS corridors (2020-2024) Location Total Citations (2020) Total Citations (2021) Total Citations (2022) Total Citations (2023) Total Citations (2024) Location Total Avon Rd 33 25 27 26 56 167 Hwy 6 11 16 20 14 28 89 500-900 W Beaver Creek Blvd 15 35 31 22 35 138 Nottingham Rd 31 28 24 19 39 141 Year Total 90 104 102 81 158 Total warnings data for the proposed four AVIS corridors (2020-2024) Location Total Warnings (2020) Total Warnings (2021) Total Warnings (2022) Total Warnings (2023) Total Warnings (2024) Location Total Avon Rd 175 180 139 149 231 874 Hwy 6 77 72 127 107 75 458 500-900 W Beaver Creek Blvd 187 182 141 151 165 826 Nottingham Rd 123 96 85 149 125 578 Year Total 562 530 492 556 596 Page 4 of 5 LEGAL REQUIREMENTS UNDER C.R.S. 42-4-110.5 • Ordinance Required: Local authorization for AVIS use • Permitted Locations: Schools, parks, residential/construction zones, and designated AVIS corridors • Location of Automated Speed Enforcement Cameras: Final location of one or more cameras is dictated by speed study, Avon PD crash data, community concerns and council direction • Signage: At least 300 ft. in advance of any enforcement location, per Manual on Uniform Traffic Control Devices (“MUTCD”) standards • Public Notification: 30-day website notice before launch, followed by 30-day warning-only period • Citation Rules: Mailed within 30 days (in-state) or 60 days (out-of-state). Citation is generated by camera and verified by Artificial Intelligence (“AI”) and then verified by human inspection at company. Then an Avon PD employee will human verify the plate details before citation is issued. • Civil penalty only: $40 citation; no points assessed, $28 retained by Avon; $12 to vendor for installation of cameras, maintenance, processing of citations, owner lookup and referral to municipal court if requested by registered owner of violator vehicle • Vendor Terms: Compensation cannot be tied to citation volume • State Highway Coordination: If Avon intends to install AVIS on state highways: notify CDOT and coordinate (signage, right of way permits) • Privacy Protections: Data is confidential, retained only for valid cases, and purged after 3 years • Annual Reporting: Required disclosure of citation and revenue data IMPLEMENTATION CHECKLIST FOR AVON PD & TOWN COUNCIL: Task Requirement 1. Draft and pass AVIS ordinance Define corridors, penalties, data policies 2. Conduct crash/speed data study Identify corridors per requirement 3. Coordinate with CDOT (if state highways) Notifications & permits required 4. Prepare signage (MUTCD-compliant) 300 ft advance warning 5. Public notice & 30-day warning period Website/letter announcement and warnings 6. Setup AVIS equipment/vendor contract Value-based, non-volume pay structure, Dacra Tech, LLC 7. Administer citations Send notice within 30/60 days 8. Maintain data retention/privacy rules Data purged 3 years after conclusion 9. Publish annual report Citations & revenue disclosure Page 5 of 5 FINANCIAL: • Camera Cost: $2,000/month lease per camera • Offset: If there are 72 paid citations/month at $28 per citation equals $2,016—covers lease cost • Vendor Share: $12 per citation for processing and collecting citation revenue. • Estimated Payment Compliance Rate: 60 to 70% payment rate per Dacra Tech data • “Decay” or compliance rate, estimated at a reduction of 30 to 40% after day 60. The compliance rate is generally better on secondary, local traffic roads versus primary roads where the mixture of traffic is local and visitors. • Depending on the number of citations issued, the Avon Police Department may be required to hire an additional administrative officer to conduct a second human verification of the license plate details. As previously mentioned, Dacra Tech staff complete the first human verification after AI initially confirms the license plate. This additional employee can be directly funded through citation revenue per C.R.S. 42-4-110.5 RECOMMENDATION: I respectfully recommend the Council approve Ordinance 25-15 on First Reading to begin implementation of automated speed enforcement in Avon. TOWN MANAGER COMMMENTS/RECOMMENDATION: PROPOSED MOTION: “I move to approve Ordinance 25-15 Enacting Chapter 10.50, Automated Vehicle Identification System of the Avon Municipal Code Authorizing the Use of Automated Vehicle Identification Systems on First Reading.” Thank you, Chief Greg Daly ATTACHMENT A: Ordinance 25-15 ATTACHMENT B: PowerPoint presentation Colorado Department of Transportation ATTACHMENT C: PowerPoint presentation Dacra Tech LLC. and Traffic Logix ATTACHMENT D: Avon CO - Dacra Tech Speed Study ### Ord 25-15 – Adding Chapter 10.50, of Title 10 Page 1 of 9 ATTACHMENT A ORDINANCE 25-15 ENACTING CHAPTER 10.50, “AUTOMATED VEHICLE IDENTIFICATION SYSTEMS” OF THE AVON MUNICIPAL CODE AUTHORIZING THE USE OF AUTOMATED VEHICLE IDENTIFICATION SYSTEMS WHEREAS, the Town of Avon, Colorado (“Town”) has been duly organized and validly exists as a Home Rule Town under Article XX, Section 6 of the Colorado Constitution and the Town Charter; and WHEREAS, pursuant to C.R.S. § 42-4-110.5, the Town is authorized to utilize automated vehicle identifications systems (“AVIS”) to detect violations of traffic regulations adopted by the Town, subject to certain conditions and limitations; and WHEREAS, the Town of Avon Police Department desires to install AVIS to ensure more robust enforcement of the Town’s traffic laws; and WHEREAS, the Avon Town Council finds and determines that the authorization or use of AVIS is necessary for the immediate preservation of public health, welfare, peace, and safety; and WHEREAS, in furtherance of the above-recited compelling interests, the Town Council desires to enact this ordinance, as authorized by C.R.S. § 42-4-110.5, to authorize the use of AVIS within specified Town streets and roads; and WHEREAS, approval of this Ordinance on first reading is intended only to confirm that the Town Council desires to add Chapter 10.50 – Use of Automated Vehicle Identification Systems of the Avon Municipal Code 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: Section 1. Recitals Incorporated. The above and foregoing recitals are incorporated herein by reference and adopted as findings and determinations of Council. Section 2. Adding Chapter 10.50 of the Avon Municipal Code. Chapter 10.50, “Use of Automated Vehicle Identification System” of the Avon Municipal Code is hereby added to read as set forth in Exhibit A: Enacting Chapter 10.50, “Automated Vehicle Identification Systems” of Title 10 , “Vehicles and Traffic” of the Avon Municipal Code, attached hereto. 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 Ord 25-15 – Adding Chapter 10.50, of Title 10 Page 2 of 9 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. 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. Council further determines that the Ordinance bears a rational relation to the proper legislative objective sought to be obtained. 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. Ord 25-15 – Enacting Chapter 10.50, of Title 10 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 August 12, 2025 and setting such public hearing for ____________ at the Council Chambers of the Avon Municipal Building, located at One Hundred Mikaela Way, Avon, Colorado. BY: ATTEST: ____________________________ ___________________________________ Tamra Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk ADOPTED ON SECOND AND FINAL READING by the Avon Town Council on ______________. BY: ATTEST: ____________________________ ___________________________________ Tamra Underwood, Mayor Miguel Jauregui Casanueva, Town Clerk APPROVED AS TO FORM: ____________________________ Nina Williams, Town Attorney Ord 25-15 – Enacting Chapter 10.50, of Title 10 EXHIBIT A ENACTING CHAPTER 10.50, “AUTOMATED VEHICLE IDENTIFICATION SYSTEMS” OF TITLE 10, “VEHICLES AND TRAFFIC” OF THE AVON MUNICIPAL CODE Chapter 10.50 - Automated Vehicle Identification Systems. 10.50.010. – Definitions. (a) As used within this Chapter the following words and terms shall have the following meaning except where otherwise specified: Automated vehicle identification system includes a system to detect traffic violations imposed by traffic signals or traffic signs, and/or a system used to detect violations of a bus lane or bicycle lane restrictions. The term includes a system whereby: (1) A machine is used to automatically detect a violation of a traffic regulation and simultaneously record a photograph of the vehicle and the license plate of the vehicle; and (2) A notice of violation or civil penalty assessment notice may be issued to the registered owner of the motor vehicle. Civil penalty assessment notice shall mean a notice mailed via first class mail or personally served to a registered owner of a vehicle involved in any traffic violation that has previously received a notice of violation. Notice of violation shall mean a notice mailed via first class mail or personally served to a registered owner of a vehicle involved in any traffic violation detected by an automated vehicle identification system advising that the violation has been detected, or a similar notice mailed to the operator of the vehicle identified by a registered owner of said vehicle. Residential neighborhood means any block on which a majority of the improvements along both sides of the street are residential dwellings and the speed limit is thirty-five (35) miles per hour or less. 10.50.020. - Notices of Violation in General (a) If the Town detects any alleged violation of a County or municipal traffic regulation or traffic violation under State law through the use of an automated vehicle identification system, then the Town shall issue, or cause its vendor to issue, to the registered owner of the motor vehicle involved in the alleged violation, by first class mail or personal service, a notice of violation. Ord 25-15 – Enacting Chapter 10.50, of Title 10 (b) The Town may only issue a notice of violation for violations that occur: (1) Within a school zone as defined in C.R.S. § 42-4-615; (2) Within a residential neighborhood; (3) Within a maintenance, construction, or repair zone designated pursuant to C.R.S. §42-4-614; (4) Along a street that borders a Town park; or (5) Along a street, or portions of a street, which the Town designated as an automated vehicle identification system corridor as set forth in Section 10.50.040. (c) The notice of violation shall be served: (1) Within thirty (30) days after the alleged violation if the motor vehicle involved in the alleged violation is registered in the State; or (2) Within sixty (60) days after the alleged violation if the motor vehicle involved in the alleged violation is registered out the State. (d) The notice of violation shall contain: (1) The name and address of the registered owner of the motor vehicle involved in the alleged violation; (2) The license plate number of the motor vehicle involved in the alleged violation; (3) The date, time, and location of the alleged violation; (4) The amount of the civil penalty prescribed for the alleged violation; (5) The deadline for payment of the prescribed civil penalty and for disrupting the alleged violation; and (6) Information on how the registered owner may either dispute the alleged violation at a hearing or pay the prescribed penalty. (e) To protest a notice of violation, the registered owner shall request, in writing, a hearing Ord 25-15 – Enacting Chapter 10.50, of Title 10 to dispute the alleged violation. The deadline to request a hearing to dispute the notice of violation shall be at least forty-five (45) days after the date of the notice of violation. At the hearing, the Town may not require the registered owner to disclose the identity of the driver of the vehicle who is detected through the use of the automated vehicle identification system, but may require the registered owner to submit evidence that the owner was not the driver at the time of the alleged violation. 10.50.030. - Speeding and Traffic Violations (a) Speeding Violations (1) For a speeding violation of less than ten (10) miles per hour over the reasonable and prudent speed under a County or Town traffic regulation or under State law through the use of an automated vehicle identification system, the violation may be cited as follows: a. For the registered owner’s first offense, a written warning with no penalty or surcharge; and b.For the registered owner’s second or subsequent offense, a notice of violation. (2) For a speeding violation of more than ten (10) miles per hour over the reasonable and prudent speed under a County or Town traffic regulation or under State law through the use of an automated vehicle identification system, the Town shall issue the registered owner a notice of violation. (b) Civil Penalty. The maximum civil penalty for a speeding violation or traffic control signal violation under this Section, including any surcharge is forty dollars ($40) unless the violation is in a school zone, in which case the maximum penalty shall be eighty dollars ($80) or within the maintenance, construction, or repair zone designated pursuant to C.R.S. § 42-4-614, in which case the maximum penalty shall be eighty dollars ($80). Notwithstanding the foregoing, the penalty for speeding shall not exceed any penalty provided by the applicable provision of the Colorado Revised Statutes. (c) Signage. The Town shall place an appropriate temporary or permanent sign in a conspicuous place not fewer than three hundred (300) feet before the area in which the automated vehicle identification system is to be used to notify the public that an automated vehicle identification system is in use immediately ahead. 10.50.040. - Automated Vehicle Identification System Corridors. (a) Pursuant to C.R.S. § 42-4-110.5(2)(g)(I), the Town identifies the following corridors as automated vehicle identification system corridors: (1) North and Southbound Avon Rd. between roundabout 4 and roundabout 5, Ord 25-15 – Enacting Chapter 10.50, of Title 10 particularly addressing the pedestrians’ crossings at E. Hurd Ln. and Riverfront Ln. (2) East and Westbound US Highway 6 within Avon Town Limits, between Frontgate and Riveroaks. (3) East and Westbound W. Beaver Creek Blvd. 300 Block to 800 Block, adjacent to Harry A. Nottingham Park and near to Avon Elementary/ Westlake Village Apartments. (4) East and Westbound Nottingham Rd., particularly between 200 and 700 blocks. (b) Prior to using an automated vehicle identification system on an automated vehicle identification system corridor, the Town shall post a permanent sign not fewer than three hundred (300) feet before the beginning of such corridor and a permanent sign not fewer than three hundred (300) feet before each camera within the corridor or a temporary sign fewer than three hundred (300) feet before any mobile camera. (c) The Town shall illustrate, through data collected within the past five (5) years, incidents of crashes, speeding, reckless driving, or community complaints on the streets designated as an automated vehicle identification system corridor. (d) The Town will coordinate with the Department of Transportation and Colorado State Patrol in designated corridors. (e) The Town may publish a report on its website disclosing the number of citations and revenue generated by the automated vehicle identification system corridor. (f) The Town shall not locate an automated vehicle identification system corridor on any highway that is part of the federal interstate highway system. 10.50.050. - Civil Penalty Assessment Notice. (a) If the Town has not received the prescribed civil penalty or written notice requesting a hearing to dispute the alleged violation by the deadline provided in the notice of hearing, then the Town shall issue, or cause its vendor to issue, a civil penalty assessment notice to be served on the registered owner either by first class mail or personal service. (b) The civil penalty assessment notice shall contain: (1) The name and address of the registered owner of the motor vehicle involved in the alleged violation; (2) The license plate of the motor vehicle involved in the alleged violation; (3) The date, time, and location of the alleged violation; Ord 25-15 – Enacting Chapter 10.50, of Title 10 (4) The amount of the civil penalty prescribed for the alleged violation; (5) The deadline for payment of the prescribed civil penalty; and (6) Information on how to pay the prescribed civil penalty. (c) If the registered owner fails to pay the full prescribed civil penalty by the deadline stated in the civil penalty assessment notice, a final order of liability shall be entered against the registered owner of the vehicle. The final order shall be personally served to the registered owner. Final orders of liability may be appealed as to matters of law and fact to the Eagle County Court. (d) The Town may initiate or pursue a collection action against the registered owner of a motor vehicle for debt resulting from the final order of liability. (e) The Town shall not report to the Department of Transportation any conviction or entry of judgment against a defendant for a violation of a municipal traffic regulation or traffic violation under State law, if the violation was detected through the use of an automated vehicle identification system. (f) If the registered owner fails to pay the full prescribed civil penalty, the Town shall not attempt to enforce the penalty by immobilizing the registered vehicle owner’s vehicle. 10.50.060. - Vendors. (a) No portion of any fine collected through the use of an automated vehicle identification system may be paid to the manufacturer or vendor of the automatic vehicle identification system equipment. The compensation to such vendor by the Town shall be based on the value of such equipment and the value of any services provided and may not be based on the number of traffic citations issued or the revenue generated by such equipment or services. 10.50.070. - Data Retention. (a) The Town shall: (1) Program the automated vehicle identification system to retain data only when a violation of a County or municipal traffic regulation or traffic violation under State law occurs; (2) Treat all photographs and video collected by the automated vehicle identification system as confidential and exempt from disclosure and inspection pursuant to the “Colorado Open Records Act” Part 2 of Article 72, Title 24, C.R.S. (3) Not use, disclose, sell, or permit access to photographs, video, or personal Ord 25-15 – Enacting Chapter 10.50, of Title 10 identifiable data collected by the automated vehicle identification system except to the extent necessary to operate the program, including for purposes of processing violations, for other law enforcement purposes, for transferring data to a new vendor or operating system, or, pursuant to a court order, for use in unrelated legal proceedings; and (4) Destroy any photographs and video of a violation collected by the automated vehicle identification system within three (3) years after the final disposition of the violation, unless the photographs or video are maintained in a separate system for other purposes allowed by law. Speed Safety Cameras in Colorado January 28th, 2025 ATTACHMENT B 2 Updates •History and Background •C.R.S. 42-4-110.5 (July 2024) •CDOT’s Local Agency Procedure •Best Practices and Recommendations •Resources 3 History and Background •Speed enforcement has been going on since the 1800s. •President Grant was arrested three times for speeding, twice before he was president and once during his presidency in 1872. •Speeding has been enforced since the horse and buggy days. (First speeding ticket 1904 in the United States) •First radar device used for traffic enforcement deployed 1971. •First mobile speed camera deployed in 1982. •Speed Safety Cameras have been used in Colorado for decades (1990s). •Digital Cameras deployed in the late 1990s. 4 History and Background •Speed enforcement with photos and video is used all over the world and very popular for use in Europe. •Red light cameras since early 2000s and deployed in 12 local agencies currently. •Speed safety cameras used in various local agencies since 1998. •Colorado has not had any specific speed safety camera law until 2018. •42-4-110.5 was passed in 2018 and modified in 2023 and 2024. 5 C.R.S. 42-4-110.5 (July 2024) CRS 42-4-110.5 Overview: Terminology •Speed Safety Cameras –AVIS is a Colorado legal term for automated speed photo enforcement that also is synonymous with Speed Safety Cameras as used by the Federal Highway Administration (FHWA). •AVIS –Automated Vehicle Identification System -An AVIS is a temporary, mobile, or permanent system used to detect speeding violations within a highway maintenance, repair, construction zone, school zone, next to a park, or within an AVI Corridor. •AVI Corridor –Automated Vehicle Identification Corridor -is a designated street or portion of a street that a county or municipality, by ordinance or by a resolution of its governing body, defines as an AVI Corridor on which an AVI system may be located to detect violations of a county or municipal traffic regulation or a traffic violation under state law, specifically for speed violations. 6 C.R.S. 42-4-110.5 (July 2024) CRS 42-4-110.5 Overview •Covers all sorts of automated vehicle identification system include speed photo enforcement, red light enforcement, and bus lane enforcement systems except toll lane systems. •Prescriptive law specifically defines the processes the state, municipalities, counties, and city and counties must follow to issue valid violations. •Defined locations where AVIS can be deployed: ❑Repair, maintenance, construction zones ❑School Zones ❑Adjacent to municipal parks ❑AVI Corridors (AVIS) by resolution or ordinance only. Photo Credit: Denver Gazette 7/28/2024 7 CDOT’s Local Agency Procedure •As of July 1st, 2024, Local agencies must receive CDOT and Colorado State Patrol (CSP) approval to establish an AVI corridor on state or United States highways. •Unless a formal maintenance or equivalent agreement is in place, any permanent signs or cameras require a region issued special use permit. •Application goes to the appropriate Region Traffic Engineer and routed to CDOT HQ and CSP. •Nothing can begin until written approval is complete, and the special use permit is issued. 8 Best Practices And Recommendations •Do your homework! •Read and re-read CRS 42-4-110.5. •Establish an in-house subject matter expert. •Manage public expectations and perceptions. •Have realistic expectations about revenue and violations. •Contract and vendor management is key. •Quality control/quality assessment is critical. •Ensure valid and appropriate speed limits. 9 CDOT Resources Region 1 Alazar Tesfaye, P.E. 2829 W Howard Pl., Denver, CO 80204 Ph: 303-365-7318 Email: Alazar.Tesfaye@state.co.us Region 2: Jason Nelson, P.E. 5615 Wills Blvd., Pueblo, CO 81008 Ph: 719-546-5411 Email: Jason.Nelson@state.co.us Region 3: Zane Znamenacek, P.E. 222 South 6th St., Room 100, Grand Junction, CO 81501 Ph: 970-683-6275 Email: Zane.Znamenacek@state.co.us Region 4: Katrina Kloberdanz, P.E. 10601 W. 10th St., Greeley, CO 80634 Ph: 970-302-6724 Email: Katrina.Kloberdanz@state.co.us Region 5: Jennifer Allison, P.E. 3803 N. Main Ave., Suite 100, Durango, CO 81301 Ph: 970-385-1449 Email: Jennifer.Allison@state.co.us Resources: FHWA-https://highways.dot.gov/safety/proven-safety-countermeasures/speed-safety-cameras FHWA Ops Guide -https://highways.dot.gov/media/31901 NHTSA -https://www.nhtsa.gov/book/countermeasures-that-work/speeding-and-speed- management/countermeasures/enforcement/speed-safety-camera-enforcement GSHA -https://www.ghsa.org/resources/news-releases/automated-enforcement-report23 1 0 Q&A Working Together To Protect Your Roadways With Speed Enforcement Solutions Montreal & New York Toronto & Chicago ATTACHMENT C ▪Change dangerous driver behavior, thereby making roads safer. ▪Ensure the owners of speeding vehicles are held accountable. ▪Eliminate time, effort, and errors that stand in the way of citing speeders. ▪Create efficiency, reduce risk, and offset the costs of traffic enforcement. ▪Help communities move toward Vision Zero & eliminate traffic fatalities. 5 “Universal Characteristics” of Automated Speed Enforcement Programs Violator Pays, Appeals, Ignores Analyze Violation Data Typical Automated Speed Enforcement Program Stages Process Violation DataCapture Violation Images Establish & Launch ASE Program Process Web Payments Manage Collections & Plate DenialsManage Hearings & AppealsProcessViolationsCapture Speed Violations •Images of Speeder Captured •Camera AI Processes Image •Evidence Package Data Added •Calibration Certificates •Direct System Interfaces •Officer Validates Violation •Owner Info Confirmed •Warning/Citation Sent •Evidence Package Created •Secure Mailing Services •Citizen Portal Tools •Easy Payment Process •Accept Partial Payments •Allow for Payment Plans •Finance System Interfaces •Citizen Portal Uploads •Evidence/Case Management •Online/In-Person Hearings •1st & 2nd Level Appeals •Dockets, Petitions, Orders •Final Notices/Debt Due •DMV/BMV/DOT Integration •License Plate Denial Reports •Collections integrations •Boot/Tow integrations •Program Management Staff •Screening/Hearing Officers •Finance/Auditing Staff •In-Person Payment Clerk Pr o c e d u r e s Re s o u r c e s / S t a f f N e e d e d •Program Management Staff •Finance/Auditing Staff •Camera Manufacturer •Installation/Support AS E P r o g r a m S t a g e s •Violation Approval •Program Management Daily Management of an Automated Speed Enforcement Program Schaumburg, IL Mount Pearl, NL Disney World, FL Hilton Head, SC Key Camera Features Mounts 10-14’ High AC or Solar Powered Operates in -40° to 140°Night Vision IR or Color Key Camera Features Web-Based Platform Secure SSL Encryption Evidence Package Images w/“Databar” 16 Beam Simultaneous Multi-Lane Violations LIDAR Based Time of Flight Tech ASE Violation Processing Simplified Step 1: Confirm Violations Step 2: Take Action Step 3: Send Notices Data Reporting & Analytics Administer and Manage ProjectEstablish Legislation and Policy State/Province Permit Support Software ConfigurationProcure an ASE SystemEstablish Local OrdinanceCommunity &Public Hearings Hardware Installation Comply with Statutes/O-Regs Have they been passed? What rules & regulations need to be met? Has it been drafted? When will it be approved? Has it already passed? Are they required? Have they been held? Were residents in favor? Cameras by group purchasing such as Sourcewell/Canoe -and- Software via Sole Source Secure contract via Bid Pricing Purchase via traditional RFP What permits are required? How are you collecting your traffic data? How are you drafting permits? Site Survey Completed? Pole/Signs Installed? Cameras and Power Supply Installed? Configured to meet all regs? Integrations completed? Onboarding & Training? Initial Launching of an Automated Speed Enforcement Program Reduce the time, effort, and errors that limit effective traffic enforcement Change driver behavior to make your roads safer Move you to Vision Zero & fewer traffic fatalities & Partnering Together To … Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-20 194 917 5,816 27,501 9.9% 46.9% 21-25 723 21,686 37.0% 26-30 820 1,017 24,609 30,510 42.0% 52.0% 31-35 197 5,901 10.1% 36-40 19 20 561 604 1.0% 1.0% 41-45 1 43 0.1% +45 0 0 0.0% Total 1,954 1,954 58,616 58,616 100% 100% ATTACHMENT D Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-20 279 1,411 8,383 42,334 13.7% 69.3% 21-25 1,132 33,951 55.6% 26-30 554 620 16,611 18,587 27.2% 30.4% 31-35 66 1,976 3.2% 36-40 4 5 129 137 0.2% 0.2% 41-45 0 9 0.0% +45 0 0 0.0% Total 2,035 2,035 61,059 61,059 100% 100% Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-20 62 735 1,851 22,050 0.7% 8.8% 21-25 673 20,199 8.0% 26-30 3,400 6,767 101,996 203,019 40.5% 80.7% 31-35 3,367 101,023 40.1% 36-40 782 887 23,464 26,601 9.3% 10.6% 41-45 89 2,657 1.1% +45 16 480 0.2% Total 8,389 8,389 251,670 251,670 100% 100% Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-20 34 507 1,020 15,214 0.4% 5.8% 21-25 473 14,194 5.4% 26-30 3,725 7,529 111,763 225,870 42.6% 86.0% 31-35 3,804 114,107 43.4% 36-40 655 719 19,646 21,561 7.5% 8.2% 41-45 51 1,526 0.6% +45 13 390 0.1% Total 8,755 8,755 262,646 262,646 100% 100% Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-25 85 568 2,554 17,031 3.1% 20.4% 26-30 483 14,477 17.3% 31-35 1,420 2,112 42,596 63,351 50.9% 75.7% 36-40 692 20,756 24.8% 41-45 101 110 3,034 3,291 3.6% 3.9% 46-50 8 227 0.3% +50 1 30 0.0% Total 2,789 2,789 83,674 83,674 100% 100% Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-25 87 633 2,610 19,003 3.1% 22.7% 26-30 546 16,393 19.6% 31-35 1,375 2,025 41,259 60,759 49.2% 72.5% 36-40 650 19,500 23.3% 41-45 119 135 3,557 4,050 4.2% 4.8% 46-50 14 433 0.5% +50 2 60 0.1% Total 2,794 2,794 83,811 83,811 100% 100% Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-30 451 2,324 13,539 69,711 8.4% 43.1% 31-35 1,872 56,173 34.7% 36-40 2,498 3,042 74,953 91,251 46.3% 56.4% 41-45 543 16,299 10.1% 46-50 29 30 861 900 0.5% 0.6% 51-55 1 39 0.0% +55 0 0 0.0% Total 5,395 5,395 161,863 161,863 100% 100% Vehicle Speed Average Daily Traffic (ADT) Average Monthly Traffic % of Vehicles 0-30 363 1,815 10,890 54,463 6.6% 33.2% 31-35 1,452 43,573 26.6% 36-40 2,487 3,491 74,601 104,739 45.5% 63.9% 41-45 1,005 30,137 18.4% 46-50 135 155 4,046 4,659 2.5% 2.8% 51-55 17 523 0.3% +55 3 90 0.1% Total 5,462 5,462 163,860 163,860 100% 100% 970.748.4004 eric@avon.org TO: Honorable Mayor Tamra N. Underwood and Council members FROM: Eric Heil, Town Manager RE: Work Session: 351 Benchmark – Facility Use DATE: August 7, 2025 SUMMARY: This report presents a proposal and request to use a portion of 351 Benchmark (the old Avon Fire Station) for the Public Works Department: Facilities Division. This proposal is for temporary use for an estimated 5 years (through 2030). Staff previously brought ideas about refurbishing 351 Benchmark for a “maker space” that would include various art activities and resources for the general public. Council expressed concerns about the cost of refurbishing 351 Benchmark, which was roughly estimated to be $2 million or more. The minimum building code requirements for any use open to the general public is more involved and expensive than using the building as industrial shop space and offices for Town employees. Facilities, Operations/Parks, and Special Events are currently using the garage spaces in 351 Benchmark for storage. The cost estimate to demolish 351 Benchmark is $800k to $900k. FACILITIES DIVISION: There are seven full-time employees in the Facilities Division. Facilities needs office space, shop space and storage space. Facilities is currently using office space at the Avon Regional Transit Facility (“ARTF”) building. The eastern most fifth bay in the new Public Works garage was planned for temporary shop space for Facilities but can easily be used by Operations generally. I toured 351 Benchmark with Luis Tapia, Facilities Manager, and Derek Place, Building Inspector. The west side of the ground floor appears to be in very decent shape and is currently configured very well to provide office and shop space for Facilities. This area includes four offices, two large restrooms with showers, a kitchenette/lounge area, and three garage bays (two on the south side and one on the north side that passes through). FINANCIAL: The cost estimate for very modest refurbishments and improvements is $150,000, which is detailed as follows: Network • Splice fiber from nearest junction box to distribute network line to nearest office location • Network Switch • Patch Panel $65,000 Heating System • Replacement of 3 unit heaters • Updating base board heaters in office locations $17,500 Soft remodel • Flooring replacement • Updating bathroom and break room fixtures • Repairing damaged walls and painting • Cabinetry • Lighting $40,000 Page 2 of 2 • Storage boxes • Enclosing facilities shop Removal of 2 large trees for fire mitigation $15,000 Total Costs $137,500 Contingency $12,500 TOTAL $150,000 Facilities staff will be able to perform some of the work in-house. Moving Facilities to 351 Benchmark will provide better office space, better shop space and access to a kitchenette lounge area. Moving Facilities staff will also free up office space at the ARTF, which has been fully occupied and presenting challenges with hiring staff and filling vacancies. Facilities would be able to clean-up this space, complete desired improvements and move-in by November if they begin this work in August. OTHER USES AT 351 BENCHMARK: The large garage bays at 351 Benchmark are currently used by Operations for parks and special events storage. The second floor is vacant and unused. There are no plans to use the second floor at this time. 351 BENCHMARK FUTURE USE: Staff has not yet conducted a building assessment to determine the cost for potentially refurbishing 351 Benchmark. However, estimates to fully refurbish the building for public use on the ground floor and second floor are expected to be at least $3 million and as high as $5 to $6 million depending on the uses and finishes. Since the last time the future use of 351 Benchmark was discussed, grant funds have decreased dramatically and federal grant funds for any type of art facility currently do not exist. It is very likely that refurbishment of 351 Benchmark for a temporary community art facility or other community use open to the general public would not be a cost effective investment. The La Zona project considered other uses for this property after demolition of the building. There is potential to partner with the Eagle Valley Library District to expand the Avon Library. Considering the expected growth of Avon, the evolution and expansion of the library services offered, and the fact that the Avon Library is the busiest library branch in the Eagle Valley Library District, exploring a potential expansion of the Avon Library seems appropriate. FUTURE FACILITIES OFFICE/SHOP SPACE: The layout of the Public Works Garage contemplated future development of a facilities office and shop space on the tier between the Public Works Garage and the fuel station. If Facilities moves into 351 Benchmark, then we would include in the CIP budget design of a future Facilities building in 3-4 years and construction in 5 years, and demolition of the 351 Benchmark as soon as a new Facilities building is completed. REQUESTED DIRECTION: Council input is requested on the proposed move of Facilities into 351 Benchmark. Thank you, Eric TO: Board of Directors FROM: Brian Thompson, Government Affairs Supervisor DATE: July 15, 2025 RE: Summary of June 26, 2025, Board Meeting The following is a summary of items discussed at the Authority’s June 26, 2025, board meeting. Directors present and acting were Chair George Gregory, Treasurer Geoff Dreyer, Kevin Hillgren, Joanna Kerwin, Tamra Underwood, and Alternate Director Betsy Laughlin. Consideration of FY2024 Audited Financial Statement The board review the FY24 Audited Financial Statement and voted to accept the audit. Paul Backes, auditor for McMahan & Associates, said the Authority received an unmodified opinion with no material adjustments, recommendations, or concerns. New Authority Logo The board supported integrating an updated Authority logo (see above). Shoshone Water Rights Preservation Siri Roman provided an update on the Shoshone Water Right Preservation campaign. A contested hearing will be scheduled by the Colorado Water Conservation Board. Regional Wastewater Treatment Facility Upgrades Siri Roman reviewed options to fund mandatory regulatory-driven upgrades at the Regional Wastewater Treatment Facility in Edwards, which is the only facility that treats solids for the District service area (East Vail to Cordillera). The District board will consider including a ballot question in the Nov. 2025 coordinated election to authorize a general obligation (GO) bond repaid through property taxes. If this measure fails, the project will be funded through a revenue bond repaid through customer rates. Data shows that an average customer will pay less through a GO bond compared to a revenue bond. Excessive Water Use Campaign and Rate Redesign Update David Norris discussed efforts by staff to help customers understand the ongoing excessive water use campaign and the rate designs implemented in 2024 and 2025. Sustainability Update Tim Friday reported on sustainability statistics and progress. He highlighted the continued reduction in greenhouse gas emissions, including an 80% reduction achieved through participation in Holy Cross Energy’s PURE program. Bolts Lake Update Justin Hildreth said the 30% design with project cost estimates is being finalized and will be presented at a joint board meeting on July 24. HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, JULY 15, 2025 HYBRID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOM Page 1 of 3 1. ROLL CALL Present- Committee Members: Amy Phillips, Derek George, Courtnery Walters Rawson, Kathy Ryan, Vice Chair Lisa Post Staff: Recreation Director Michael Labagh, Aquatics Superintendent Kacy Carmichael, Recreation Services Superintendent Jerrica Miller, General Government Fellow Arnell Wade, Recreation Programs Supervisor Luke Herron Town Council: Councilor Ruth Stanely Absent- Committee Members: Sonia Martinez, Pat Nolan, Committee Chair Nancy Tashman Town Council: Councilor Kevin Hyatt Vice Chair Lisa Post opened the meeting at 12:10 p.m. 2. APPROVAL OF THE AGENDA Vice Chair Lisa Post made a request for a motion to approve the agenda. Kathy Ryan moved to the approve the agenda and Amy Phillips seconded the motion. Vice Chair Lisa Post declared the agenda approved. 3. APPROVAL OF THE MAY 20, 2025 MEETING MINUTES Vice Chair Lisa Post made a request for a motion to approve the minutes of the May 20, 2025 meeting. Kathy Ryan moved to approve the meeting minutes, Amy Phillips seconded the motion and Vice Chair Lisa Post declared the minutes approved. 4. PUBLIC COMMENTS Committee Member Kathy Ryan requested to make a public comment on behalf of her neighbors to express concern about late-night partying and unsafe fire use by residents and guests on the north side of the park. 5. BUSINESS ITEMS 5.1 Village at Avon Park Planning Recreation Director Michael Labagh introduced Planner II Max Morgan to present business item 5.1 Village at Avon Park Planning. Planner II Max Morgan introduced himself, provided an overview of the presentation and encouraged the committee to offer ideas, feedback and opinions regarding this business item. Planner II Max Morgan provided the committee a thorough background of the park planning area referred to as “P3” in the Village at Avon. Max explained that the 13-acre parcel, located adjacent to the Mariott hotel and the Maverik gas station, is slated to be redeveloped as a park. Max explained that the current site is being used as construction staging and will be annexed to the Town after the Village at Avon builds more housing units on their property. Max provided additional information about Planned Unit Developments (PUD) and Avon’s working relationship with the Village at Avon and Traer Creek. • Kathy Ryan asked for clarification about the relationship between the Town of Avon and the Village of Avon. • Derek George asked for more information on the financial and construction relationship with the Village of Avon & Traer Creek. • Amy Phillips asked about land and park ownership for the Town of Avon and Planning Area B. HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, JULY 15, 2025 HYBRID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOM Page 2 of 3 Recreation Director Michael Labagh and Planner II Max Morgan provided additional information for each committee member but could not speak directly to Planning Area B due to limited knowledge of the project. Planner II Max Morgan continued his presentation highlighting the committee’s opportunity to be involved in all future park development projects. Goals for the committee include creating a baseline of information, analyzing existing feedback and encouraging realistic uses based on the Town’s finances and available resources. Max continued to present all the possible uses for P3. • Amy Phillips expressed that we should state the existing dwelling units in the area to show that development is going to take place quickly and show we are accommodating this need. • Courtney Walters Rawson elaborated on the housing zone in the area. Max continued the presentation discussing several constraints of the P3 site, which include lack of utilities, current site use is for construction staging/gravel storage, timing of annexation is contingent on development and limited funding sources. Planner II Max Morgan presented key concepts and ideas for initial development of the P3 site, which included: gravel parking, community garden, dog park, open park space and seating. Max requested feedback from the committee. • Amy Phillips asked about creating a 1-mile map for this development to help residents and guests who are not familiar with the potential Village at Avon build out. • Vice chair Lisa Post and Amy Phillips asked about shade in this area, water allocation, and the water tower above this site. • Amy Phillips suggested adding a disc golf course, pickleball courts and planting trees. • Derek George suggested adding a larger sports complex. • Courtney Walters Rawson mentioned a trails system, skills circuit and/or mountain bike pump track could be a great addition. • Vice Chair Lisa Post inquired if a skate park could fit at the P3 site. • Kathy Ryan expressed concern that 13 acres is not a significant amount of space that could host all these ideas. • Amy Phillips requested more information about the water tower and the water composition at the P3 site. • Derek George suggested that knowing the recommended acreage to all concept ideas could mitigate concerns. Planner II Max Morgan and Recreation Director Michael Labagh answered the committee members’ questions and clarified that this meeting was intended to kick off the concept planning for the P3 site and that the Town will likely have to employ a phased development approach. Recreation Director Michael Labagh asked the committee if they would like to visit the site before the next meeting and all agreed that it would be helpful. 5.2 2025 Rec Center Patron Survey Results Recreation Director Michael Labagh provided a brief overview of the 2025 recreation center patron survey results while comparing data from the same survey conducted in 2022. Recreation Director Michael Labagh requested feedback from the committee. • Courtney Walters Rawson asked about the feasibility of expanding pool operating hours. HEALTH AND RECREATION COMMITTEE MEETING MINUTES TUESDAY, JULY 15, 2025 HYBRID FORMAT IN PERSON AT AVON TOWN HALL AND VIA ZOOM Page 3 of 3 • Derek George asked about more specific usage of gym equipment which will guide purchases and division specific surveys to help with budget. • Amy Phillips asked about the comparative numbers between Eagle County and Avon and other mechanisms used to keep the rec center cleaner, especially in the sauna and steam room. • Councilor Ruth Stanley asked about sharing the results with Recreation Department staff. All Town of Avon Staff addressed the committee members’ questions and inquiries accordingly. 5.3 Recreation Department Update Although a brief update was provided, due to time constraints Recreation Director Michael Labagh recommended that the committee pull business item 5.3 off the agenda. There were no objections to the removal of the business item. 6. OTHER BUSINESS AND COMMITTEE MEMBER COMMENTS No other business or committee member comments were received 7. ADJOURNMENT Vice Chair Lisa Post asked if there was a motion to adjourn the meeting. Committee member Amy Phillips moved to adjourn the meeting and Committee member Kathy Ryan seconded the motion. The meeting adjourned at 1:39 p.m. on July 15, 2025. Respectfully submitted by, Arnell Wade General Government Fellow 970-748-4106 csimmons@avon.org TO: Honorable Mayor Underwood and Council Members FROM: Chase Simmons, Financial Analyst RE: 1st Quarter RETT Sales and Exemption Report DATE: August 12th, 2025 SUMMARY: The 1st quarter of 2025 generated moderately lower RETT revenue compared to prior years. Five primary residence exemptions were applied for and approved in the 1st quarter of 2025. BACKGROUND: Prior to 2020, section 17 and 18 were the only primary residence exemptions available to buyers in Avon. On November 12th, 2019, Council adopted Ordinance 19-05 which provides a 3rd primary residence RETT exemption. In August 2024, the exemption amounts were revisited and increased with the passing of Ordinance 24-11. The conditions and exemption amounts are shown in Attachment A, SUMMARY OF PRIMARY RESIDENCE RETT EXEMPTIONS. ANALYSIS: RETT Exemptions Granted 2023 – 2025 In 2025, five primary residence exemptions were granted in the 1st quarter. This is two more exemptions granted than in the 1st quarter of 2024 as well as two more exemptions granted than in the 1st quarter of 2023. In the 1st quarter of 2025, $51,990 was granted in RETT Relief. This is $39,190 more than 2024 and $42,390 more than 2023. RETT Exemptions Granted 1st Quarter Trend Type Of Exemption 2023 2024 2025 Section (17) 3 3 4 Section (18) 0 0 0 Section (19) 0 0 1 Total 3 3 5 Page 2 of 4 1st Quarter Primary Residence Exemptions Granted Month Avon Neighborhood Purchase Price of Property Exemption Section Amount Exempt January Wildridge $1,260,000 17 $10,000 January Wildridge $988,500 17 $10,000 January Town Core $699,000 17 $6,990 February Nottingham Road/Northside $750,000 17 $10,000 February West Avon $860,000 19 $15,000 Total 5 $51,990 1st Quarter Activity Actual RETT revenue for the 1st quarter of 2025 totaled $1,014,065. This correlates to $50.7m in non-exempt property sales. Total RETT Activity - 1st Quarter 2025 January February March Total RETT Revenue $376,859 $265,308 $371,898 Total Exemptions $26,990 $25,000 $0 Total RETT $403,849 $290,308 $371,898 Total Sales $20,192,450 $14,515,400 $18,594,900 9,600 12,800 51,990 33.3% 306.2% - 10,000 20,000 30,000 40,000 50,000 60,000 2023 2024 2025 1st Quarter RETT Relief Granted Page 3 of 4 3-Year Average RETT Activity Based on a 3-year average, January, February and March reflect 28%, 60% and 27% negative variances, respectively. The lower volume can be attributed to One Riverfront and Frontgate sales in the first quarter of 2024. 3-Year Average RETT Revenue Trend 2023-2025 January February March Total RETT Revenue $521,156 $655,949 $511,398 Total Exemptions $11,130 $11,533 $2,133 Total RETT $532,286 $667,482 $513,531 Total Sales $26,614,317 $33,374,100 $25,676,567 % Variance -27.69% -59.55% -27.28% RECOMMENDATION: This is submitted as a written report; therefore, I have no recommendations for Council. Thank you, Chase Page 4 of 4 ATTACHMENT A: SUMMARY OF PRIMARY RESIDENCE RETT EXEMPTIONS Exemptions Section (17) Section (18) Section (19) Amount $500,000 $500,000 $750,000 Home Value Cap None None $1,400,000 Eagle County Employee N/A Yes Yes Affidavit of Primary Residence Yes Yes Yes Promissory Note 1 year 1 year 3 years Lien Yes Yes Yes 970-748-4106 csimmons@avon.org TO: Honorable Mayor Underwood and Council Members FROM: Chase Simmons, Financial Analyst RE: 2nd Quarter RETT Sales and Exemption Report DATE: August 12th, 2025 SUMMARY: The 2nd quarter of 2025 generated slightly lower RETT revenue compared to prior years. Two primary residence exemptions were applied for and approved in the 2nd quarter of 2025. BACKGROUND: Prior to 2020, section 17 and 18 were the only primary residence exemptions available to buyers in Avon. On November 12th, 2019, Council adopted Ordinance 19-05 which provides a 3rd primary residence RETT exemption. In August 2024, the exemption amounts were revisited and increased with the passing of Ordinance 24-11. The conditions and exemption amounts are shown in Attachment A, SUMMARY OF PRIMARY RESIDENCE RETT EXEMPTIONS. ANALYSIS: RETT Exemptions Granted 2023 – 2025 In 2025, two primary residence exemptions were granted in the 2nd quarter. This is the same number of exemptions granted as in the 2nd quarter of 2023 and one fewer than in the 2nd quarter of 2024. In the 2nd quarter of 2025, $15,150 in RETT relief was granted. This is $8,750 more than 2023 and $5,500 more than 2024. RETT Exemptions Granted 2nd Quarter Trend Type Of Exemption 2023 2024 2025 Section (17) 2 3 2 Section (18) 0 0 0 Section (19) 0 0 0 Total 2 3 2 Page 2 of 4 2nd Quarter Primary Residence Exemptions Granted Month Avon Neighborhood Purchase Price of Property Exemption Section Amount Exempt May Wildridge $1,255,000 17 $10,000 May West Avon $515,000 17 $5,150 Total 2 $15,150 2nd Quarter Activity Actual RETT revenue for the 2nd quarter of 2025 totaled $1,213,785. This correlates $60.69m in non-exempt property sales. Total RETT Activity - 2nd Quarter 2025 April May June Total RETT Revenue $367,503 $696,262 $150,020 Total Exemptions $0 $15,150 $0 Total RETT $367,503 $711,412 $150,020 Total Sales $18,375,150 $35,570,600 $7,501,000 6,400 9,600 15,150 50.0% 57.8% - 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 2023 2024 2025 2nd Quarter RETT Relief Granted Page 3 of 4 3-Year Average RETT Activity Based on a 3-year average, May reflects a 59% positive variance while April and June were down 27% and 54%, respectively. 3-Year Average RETT Revenue Trend 2023-2025 April May June Total RETT Revenue $505,174 $438,997 $325,442 Total Exemptions $2,133 $7,183 $1,067 Total RETT $507,307 $446,180 $326,509 Total Sales $25,365,350 $22,309,000 $16,325,450 % Variance -27.25% 58.60% -53.90% RECOMMENDATION: This is submitted as a written report; therefore, I have no recommendations for Council. Thank you, Chase Simmons Page 4 of 4 ATTACHMENT A: SUMMARY OF PRIMARY RESIDENCE RETT EXEMPTIONS Exemptions Section (17) Section (18) Section (19) Amount $500,000 $500,000 $750,000 Home Value Cap None None $1,400,000 Eagle County Employee N/A Yes Yes Affidavit of Primary Residence Yes Yes Yes Promissory Note 1 year 1 year 3 years Lien Yes Yes Yes (970) 748-4087 ewood@avon.org TO: FROM: RE: DATE: Honorable Mayor Underwood and Council members Elizabeth Wood, Communications Manager 2026 Avon Community Grant Program Funding August 4, 2025 SUMMARY: This report updates Council on Staff’s recommended approach to the 2026 Town of Avon Community Grant Program. Application materials for the 2026 Town of Avon Community Grant Program were released on July 1, 2025 and can be found at www.avon.org/communitygrants. The application deadline is Friday, September 5, 2025. The Ad Hoc Review Committee will meet during the week of September 15, 2025 to review all submitted applications and make funding recommendations. The Ad Hoc Review Committee, which is appointed by the Town Manager, will be comprised of citizens representing businesses and nonprofits, as well as a member of Council and two members of Staff. Staff will present the 2026 Community Grant Program Requests and Recommendations Funding Summary that will include recommendations for funding (both cash and in-kind), conditions of funding, if any, and supporting information, at the Budget Retreat scheduled for October 21, 2025. FINANCIAL CONSIDERATIONS: This table shows the Community Grant Program Funding History. Year Comm Grants Comm Partners Total 2015 $197,850 NA $197,850 2016 $205,150 NA $205,150 2017 $170,560 NA $170,560 2018 $161,000 NA $161,000 2019 $146,000 NA $146,000 2020 $ 92,800 $114,500 $207,300 2021 $ 99,700 $114,500 $214,200 2022 $ 96,950 $131,330 $228,280 2023 $119,000 $290,851 $409,851 2024 $120,000 $319,109 $439,109 2025 $108,000 $203,630 $311,630 2026 Proposed Budget $108,000 $251,282 $367,282 In 2020, a Community Partners program was created and separated from the grant program. Community Partners include Walking Mountains, Vail Valley Partnership, Vail Valley Foundation, and a few others. Partners do not submit annual grant applications. A complete summary of Community Partners funding from 2020-2026 is included in the August 12, 2025 Council Packet. RECOMMENDATION: Staff recommends maintaining the 2026 Community Grant funding at $108,000. COUNCIL ACTION: No Council action is required at this time. Actual funding awards for Community Grant application will be determined when Council approves the 2026 Budget. Thank you, Liz 970.748.4087 ewood@avon.org TO: Honorable Mayor Underwood and Council members FROM: Elizabeth Wood, Communications & Marketing Manager RE: Community Partners Program Funding Summary DATE: July 28, 2025 SUMMARY: This written report updates Council on the Community Partners Program. In 2020, the Community Partners Program was split from the Community Grant Program, allowing partners to be funded without a grant application. Community Partners include Walking Mountains, Vail Valley Partnership, Vail Valley Foundation, Eagle Valley Wildland Response, Vail Valley Mountain Trails Alliance, the Vail Valley Art Guild, and a few others. FINANCIAL CONSIDERATIONS: Attachment A shows the Community Partners Program Funding History from 2020 to the 2026 proposed budget. The total Funding has increased quite significantly and the % growth year over year can be seen. COUNCIL ACTION: No Council action is required at this time. Actual funding awards for Community Partners will be determined when Council approves the 2026 Budget. Thank you, Liz ATTACHMENT A: Community Partners Funding 2020-2026 ATTACHMENT A: Community Partners Funding 2020-2026 Year 2020 2021 2022 2023 2024 2025 2026 (proposed) Vail Valley Partnership $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 Vail Valley Works $5,000 $5,000 $5,000 Vail Valley Foundation $40,000 $40,000 $40,000 $40,000 $72,000 $50,000 $72,000 EGE Air Alliance $20,000 $20,000 $20,000 Vail Valley Mountain Trails Alliance $5,000 $5,000 $5,000 $10,000 $10,000 $10,000 $10,000 Walking Mountains Science Center $35,000 $35,000 $35,000 $35,000 $35,000 $35,000 $35,000 Walking Mountains – Taste of Nature $5,000 $5,000 $5,000 Walking Mountains – Fright at the Museum $1,000 $1,000 $1,000 Avon Athletes $2,000 $2,000 $1,000 Front Ranger Program $17,830 $13,101 $18,359 $18,000 $18,000 Eagle Valley Wildland Fire $40,000 $40,000 $40,000 $40,000 Carpenter’s Ball $3,750 $5,000 $5,000 Night of Excellence – EC First Responders $2,000 $2,000 Moved to PD Budget Masonic Toy Store Contribution $2,000 $2,000 $2,000 CC4CA Retreat $1,500 $1,500 $1,500 Art Guild Rent Support $18,000 $18,630 $19,282 ECCD – Beyond Lawn $25,000 Subtotal $114,500 $114,500 $131,330 $159,601 $219,109 $203,630 $251,282 YoY Growth N/A 0% 14.7% 21.5% 37.3% -7% 27.3% Special/Non-Repeating Payments ECO TRAILS $100,000 $100,000 Mountain Town 2030 $25,000 VVF Mikaela Celebration $5,000 Walking Mountains – Climb It for Climate $1,250 TOTAL FUNDING $114,500 $114,500* $131,330* $290,851* $319,109 $203,630 $251,282 *Total funding shown excludes E-bike rebates in order to show a “true” year over year comparison. 970.748.4087 ewood@avon.org TO: Honorable Mayor Underwood and Council members FROM: Elizabeth Wood, Communications & Marketing Manager RE: Community Partners Program Funding Summary DATE: July 28, 2025 SUMMARY: This written report updates Council on the Community Partners Program. In 2020, the Community Partners Program was split from the Community Grant Program, allowing partners to be funded without a grant application. Community Partners include Walking Mountains, Vail Valley Partnership, Vail Valley Foundation, Eagle Valley Wildland Response, Vail Valley Mountain Trails Alliance, the Vail Valley Art Guild, and a few others. FINANCIAL CONSIDERATIONS: Attachment A shows the Community Partners Program Funding History from 2020 to the 2026 proposed budget. The total Funding has increased quite significantly and the % growth year over year can be seen. COUNCIL ACTION: No Council action is required at this time. Actual funding awards for Community Partners will be determined when Council approves the 2026 Budget. Thank you, Liz ATTACHMENT A: Community Partners Funding 2020-2026 ATTACHMENT A: Community Partners Funding 2020-2026 Year 2020 2021 2022 2023 2024 2025 2026 (proposed) Vail Valley Partnership $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 Vail Valley Works $5,000 $5,000 $5,000 Vail Valley Foundation $40,000 $40,000 $40,000 $40,000 $72,000 $50,000 $72,000 EGE Air Alliance $20,000 $20,000 $20,000 Vail Valley Mountain Trails Alliance $5,000 $5,000 $5,000 $10,000 $10,000 $10,000 $10,000 Walking Mountains Science Center $35,000 $35,000 $35,000 $35,000 $35,000 $35,000 $35,000 Walking Mountains – Taste of Nature $5,000 $5,000 $5,000 Walking Mountains – Fright at the Museum $1,000 $1,000 $1,000 Avon Athletes $2,000 $2,000 $1,000 Front Ranger Program $17,830 $13,101 $18,359 $18,000 $18,000 Eagle Valley Wildland Fire $40,000 $40,000 $40,000 $40,000 Carpenter’s Ball $3,750 $5,000 $5,000 Night of Excellence – EC First Responders $2,000 $2,000 Moved to PD Budget Masonic Toy Store Contribution $2,000 $2,000 $2,000 CC4CA Retreat $1,500 $1,500 $1,500 Art Guild Rent Support $18,000 $18,630 $19,282 ECCD – Beyond Lawn $25,000 Subtotal $114,500 $114,500 $131,330 $159,601 $219,109 $203,630 $251,282 YoY Growth N/A 0% 14.7% 21.5% 37.3% -7% 27.3% Special/Non-Repeating Payments ECO TRAILS $100,000 $100,000 Mountain Town 2030 $25,000 VVF Mikaela Celebration $5,000 Walking Mountains – Climb It for Climate $1,250 TOTAL FUNDING $114,500 $114,500* $131,330* $290,851* $319,109 $203,630 $251,282 *Total funding shown excludes E-bike rebates in order to show a “true” year over year comparison. Salute to the USA Post 2025 Event Report July 31, 2025 Page 1 of 4 TO: FROM: RE: DATE: Honorable Mayor Tamara N. Underwood and Council members Chelsea Van Winkle, Senior Special Events Coordinator Salute to the USA 2025 Post Event Report July 31, 2025 SUMMARY: This report summarizes findings and observations from the 39th Annual Salute to the USA event on July 3, 2025. It includes Staff input, operational review and the Intercept Insights 2025 Survey Results. No Council action is requested. BACKGROUND: The 39th Annual Salute to the USA was held on Thursday, July 3rd, 2025, at Nottingham Park. This free, family-friendly event included a headline performance by Lettuce and opener The Main Squeeze, along with interactive arts, kids’ activities, diverse food offerings, and one of Colorado’s largest fireworks displays. This year, the event drew an estimated 16,500 guests through four main gates (does not include the North Shore). While attendance was lower than in 2024, the team successfully produced another large-scale celebration, despite challenging weather, I70 closure, and operational constraints related to power capacity, construction, and park infrastructure. POST EVENT REPORT: The 2025 event was smoothly executed, with the team exhibiting professionalism, adaptability, and strong communication. A new food court layout enhanced guest experience, while sustainability and safety measures continued to evolve. Salute to the USA is the most sophisticated Avon produced event regarding marketing and promotions, operations and logistics, safety and security, stage production, and activations resulting in a highly memorable and shareable experience for attendees. Once again, the event was well executed, and all operational aspects ran smoothly. All departments and Staff were positive, initiative-taking, communicated well, and did a fantastic job. Over 115 Avon Staff come together to work at this event. INTERCEPT INSIGHTS SURVEY RESULTS: Intercept Insights, LLC surveyed the event via in-person intercept and QR code methods in both English and Spanish. The survey report highlights are provided below, and the full survey report is provided as Attachment A. 1.Total completed surveys – 110 | 104 In-person Intercepts | 6 QR Code Completions2.Sample size provides statistical validity with an error rate of 9.3% at a 95% confidence interval3.Estimated attendance – 16,5004.Estimated revenue generated to the Town of Avon – 2.4M5.Overall Satisfaction Score – 91 (decrease from 97 in 2024)6.74% of the attendees came to Avon, CO specifically for the Salute to the USA (increase of 7% from 2024)7.68% of the attendees had attended Salute to the USA in the past (increase of 8% from 2024)8.79% are “Very” or “Extremely Likely” to return in the future (decreased 3% from 2024)9.“Word-of-mouth” and “Newspaper” were selected most when asked, “How did you hear about,and/or where did you see advertising for Salute to the USA?” (Like 2024, 2023, and 2022)10.73% of the attendees staying in paid lodging stayed in Avon, CO (decrease of 2% from 2024)11.Average nights stayed in paid lodging in Avon, CO – 4.5 Salute to the USA Post 2025 Event Report July 31, 2025 Page 2 of 4 12. Estimated number of room nights generated in Avon – 1,918 (decrease of 649 room nights from 2024) 13. Estimated average nightly rate in Avon - $301 (decrease of $202 per room/night from 2024) 14. Average age of respondents – 46.8 | Average age of children under 18 – 8.5 The open-ended questions section of the survey participants was asked, “What can we do to increase your likelihood to recommend this event? as well as “Is there one thing we can do to enhance your experience in the future?”. The most common responses to both questions were (1) additional seating provided (2) better bathrooms (3) umbrellas and prohibited items and (4) more activities. The remainder of this report provides a brief list of what Staff believes functioned well, and areas identified as needing improvement and/or adjustment. Additionally, a photo gallery is provided as Attachment B. FUNCTIONED WELL: 1. Avon contract with Western Enterprises continues to be strong and fireworks show, including the finale was “best and biggest” show in years. 2. The new food court area on the field was widely enjoyed and improved pedestrian flow. a. Received positive comments on the new layout and how well it was executed and enhanced the event. 3. Pre-event meetings helped departments prepare efficiently and operate proactively. 4. Vendor load-in/out process was smooth and well-managed. 5. Walking Mountains Waste Diversion Rate reached a record 84.10%, 2% increase from 2024. 6. Extra water stations improved guest hydration access and were provided free of cost from Eagle River Water & Sanitation District. 7. IT installed additional Wi-Fi access points and the POS systems at the bar operated without issue, no system outages. 8. The bar teams continue to be on point and service guests quickly. 9. New fencing and ADA access improvements worked well despite construction impacts. 10. Public Operations and cross-department support remained strong and positive. 11. VIP area improvements (tenting, signage, Wi-Fi, tables) enhanced staff and guest experience. 12. Fireworks launch coordination was successfully executed. 13. Staff worked diligently to enhance the safety of the venue with additional Meridian Barriers and Jersey Barriers throughout the venue. 14. Frosted Flamingo saw 530 people, 65 more people than 2024, that created Fourth of July inspired craft. 15. The new Photo Bus was well received and captured 155 photos of guests. 16. Event marketing and promotions including print, digital, radio, light pole banners, and social. Social specifically, resulted in over 14,000 impressions. 17. Pre-event communications, planning materials and “All Staff Meting” meeting was well received and supported everyone’s success. 18. Staff remand calm and navigated issues with bands well. Staff did a great job communicating across the entire event for the delay at the stage due to lightning and band arrival. 19. GIS Mapping system for infrastructure and set up helps Staff and third-party vendors easily find locations. 20. Staff Comments: Most staff comments had to do with the new layout, fireworks, organization and details of event as well as enjoying working together with other Avon Staff. Salute to the USA Post 2025 Event Report July 31, 2025 Page 3 of 4 a. “So many people commented that they like the food court in the back on Lake Street vs. on the field. The teamwork was phenomenal.” b. “I loved that the food trucks were on Lake Street this year, allowing people to sit in the grass without lines affecting them. I also enjoy working alongside other departments and getting to know other Avon employees.” c. “The vendor location this year was SO MUCH BETTER! I have heard this same feedback from everyone I've spoken with who was there, this left so much more room on the field for attendees to spread out. I also much appreciated keeping the hose out for the water monster, this is very helpful and should be the standard moving forward!” AREAS FOR IMPROVEMENT / ADJUSTMENT: 1. Attendance was down nearly 30% from 2024. 2. Weather conditions were not favorable with overcast and light showers throughout the day. 3. Power capacity maxed out; future expansion will require infrastructure upgrades and/or budget amendments. 4. Vendor lighting in the food court was inadequate and should be addressed in 2026. 5. VIP staffing could be reduced slightly (3 staff instead of 4). 6. Gates & signage setup lagged and was not as clean due to limited time for Chelsea and Danita to adjust. 7. Noise levels were too low at the rear of the venue; evaluate additional speaker towers. 8. Grey water bins continue to be misused, consider removing them from entry gates. 9. Digital bus map signage suggested at Avon Station to aid transit understanding. 10. Due to I-70 closure, both bands arrived late. They were unable to do adequate sound checks. The Main Squeeze started later than scheduled, and Staff had to adjust the evening timeline to push headliner and fireworks back 15 minutes. a. Not all members of Lettuce were able to make it to Avon. 11. Lettuce nor The Main Squeeze did not engage on social media leading to a decrease in impressions. 12. VIP centerpieces look nice but due to weather, tip over and cause a mess on tables. Consider something different for 2024. 13. Last minute call with projected weather that umbrellas were not allowed in the venue created confusion for guests and security and negative comments in survey from guests. 14. Avon Transit Special Event Shuttle reporting shows a 40% decrease in overall ridership over last year with 1,145 riders. 15. Staff Comments: General consensus of future improvements from staff were to put a bar in food vendor area, VIP Check In and additional lighting. a. “I think it would have been good to have a site layout print out at the bars. We got lots of questions about where things were located.” b. “More lighting where vendors located near the Recreation Center and lighting at the crosswalk on West Beaver Creek Blvd/Lake Street.” c. “Small bar in the back in food court would be nice. Food and drinks go together!” FUTURE IDEAS: 1. Consider new lighting for vendor zones and bike parking areas. 2. Increase compost dumpster capacity. 3. Explore art activations and refreshed kids’ offerings. Salute to the USA Post 2025 Event Report July 31, 2025 Page 4 of 4 4.Investigate ADA transport (golf carts, shuttles, seating, etc.).5.Hire an interpreter for the stage to be more inclusive.6.Expand marketing to Spanish-speaking audiences.7.Look into using Eventbrite for VIP invitations, tracking and reporting.8.Clarify cooler size on Prohibited Items list to help guests have a better understanding of whatthey can and cannot bring into the venue.9.New venue designs to accommodate the new restrooms.10.Look into different options for bike parking instead of barricade. FINANCIAL CONSIDERATIONS: The Approved 2025 Budget event expense is $377,555 and at the time of this report, the year to date spend is $371,660 representing savings of $6,028. The Approved 2025 Budget event revenue projection is $69,400 ($2,500 in sponsorship, $51,000 in bar sales, and $15,900 in vendor booth fees), and the actual year to date gross revenue is $53,650 ($2,500 in sponsorship, $37,500 in bar sales and $13,650 in vendor booth fees). Therefore, at the time of this report, the net expense is $318,010. Finally, sponsorship resulted in a direct savings of $2,500 (The Westin/East West) and indirect savings of $21,775 (Vail Daily, SpringHill and TownePlace Suites, Mountain Beverage, Vail Honeywagon and KZYR). Thank you, Chelsea Attachment A: Salute to the USA 2025 Survey Report Attachment B: Photo Gallery Salute to the USA ATTACHMENT A Attachment B: Salute to the USA Photo Gallery August 12, 2025 ATTACHMENT B: Salute to the USA Photo Gallery August 12, 2025 970-748-4065 ddempsey@avon.org TO: Honorable Mayor Underwood and Council members FROM: Danita Dempsey, Chief Cultural Officer RE: Art Guild at Avon DATE: July 26, 2025 SUMMARY: The adopted 2025 Department Goals has goal # 4 which is to, “Support and collaborate with the Vail Valley Art Guild to build their organizational capacity through communication, information, and resource sharing, measuring current programs and activities, and fine-tuning processes and productivity. Develop and implement tactics to accurately reference, measure and track contractual deliverables for usable data collection and decision making, such as number/type of workshops, attendance, expense, revenue generation, etc. Identify venues and develop timelines for thoughtful and impactful programs and activities. Through a strategic alliance collaborate on identifying grant funding to further VVAG, Culture, Arts & Events (“CASE”) and Town goals.” This report presents initial data on the Art Guild at Avon (“Guild”) activities, workshops, kids programming, and events, from January 1 to June 30, 2025. Further refinement of the reporting is underway in collaboration with the Guild. This is submitted as a written report and no action by Council is requested. BACKGROUND: To support local artists, expand art offerings, foster and encourage future develop of an energetic artistic core, the Town (“TOA”) entered into a Rent Subsidy Agreement (“Agreement”) with the Vail Valley Art Guild (“VVAG”) providing $1,500 per month totaling $18,000 per year in rent subsidy. The rent support increases 3.5% year, and the term of the Agreement is January 1, 2024, to December 31, 2026. The VVAG moved into their new headquarters in the Seasons at Avon building and hosted a grand opening on June 14, 2024. The Agreement is provided and attached as ATTACHMENT A. The Agreement incorporates obligations that the VVAG must activate their new headquarters in the following manner: 1. Board Meetings: VVAG shall hold its VVAG Board of Directors meetings at the Premise, provided that VVAG may hold its Board of Directors meeting at other locations if needed for community outreach and may conduct virtual video meetings when appropriate. 2. Gallery Display: VVAG shall utilize the Premise as an art gallery and display art. 3. Work Shops and Seminars: VVAG shall routinely organize and host workshops and seminars for all levels of artist proficiency and interest. (at least six per year). 4. Events: VVAG shall organize and host events that promote appreciation and awareness of arts (at least two per year). Furthermore, the Agreement outlines collaboration requirements including: 1. Art District: Coordinating and supporting efforts with Avon to pursue “art district” designation, including efforts to develop a strategic plan for Art in Avon. 2. Art Activations: Coordinating and supporting efforts by Avon to host art shows and art related activations on the Main Street Pedestrian Mall. 3. Board of Directors: Inviting and appointing two TOA officials to be members of the VVAG Board of Directors. TOA Council shall designate the TOA officials to participate in the VVAG Board of Directors. TOA officials may include elected or appointed officials or full-time employees of TOA. 4. Rebranding: VVAG agrees to consider rebranding the organization name to reference Avon. Page 2 of 3 ANALYSIS: Since entering into the Agreement and opening their doors at their new headquarters in TOA, the VVAG has met many of the contractual obligations, collaborated with the TOA on several levels, and increased their membership by 25% for a total of 189 members. On February 13, 2024, Councilor Ruth Stanley and Chief Cultural Officer, Danita Dempsey were appointed to the VVAG Board of Directors. The 10-member volunteer Board of Directors meets monthly at the gallery space. In October 2024, the Guild eagerly welcomed Russell Frederickson as the Executive Director. In early 2025, the VVAG rebranded as the Art Guild at Avon (“Guild”). While the VVAG remains the name of the organization under the State of Colorado, the Guild is quickly gaining traction in part, through cohesive and consistent branding. The summer months burst with single and multi-day workshops, vibrant exhibitions which rotate monthly, events and two annual fundraisers. 1. WORKSHOPS & PROGRAMS - The mini-workshops are taught by local artists, accessible to a broad local demographic and income bracket. Leveraging and supporting local artist for the mini-workshops helps the Guild keep the associated costs low. The multi-day workshops are taught by distinguished artists who require travel, food and housing stipends and higher instructor fees. These multi-day workshops attract a varied level of participants from beginners to advanced and locals to visitors. Due to limited gallery space, each workshop accommodates 10-12 participants. Year to date there have been eleven days of activation and ninety participants with six workshops coming July 14th through September 8th. 2. FUNDRAISERS – The Guild organizes two fundraisers each year. (1) The Affordable Art Show is being held August 9, 2025, at The Bunkhouse during the Minturn Market. In 2024, the Guild raised approximately $4,000 at the Affordable Art Show. (2) The 12th annual Vail Valley Fine Art Show featuring local artists and on exhibition September 19th through the end of October raised over $5,000 last year. The Vail Valley Fine Art Show features The Art & Jazz-ish Reception, held September 19th at Colorado Mountain College. The Guild is currently in the planning phase for both upcoming fundraisers. 3. FREE ACTIVITIES & EVENTS – Year to date there have been 137 days of activation and 1,044 participants. It is important to note that this number includes the days the Guild is open to the public, Thursday through Saturday 1:00 to 6:00 p.m. a. Exhibitions – Monthly exhibitions at the Guild showcase diverse media including paint, photography, sculpture, woodworking, glass, and mixed media. Additional exhibitions are held at the Avon, Vail, and Gypsum Libraries as well as pop-up galleries at the Beaver Creek Charter and East West Partners properties. The exhibition opportunities support local artists, encourage collaboration in the broader community, and drive awareness for Guild. b. Events - First Friday events are hosted each month throughout the year while varied visual arts are shown. First Fridays attracts an average of sixty-two participants. The Guild provides light refreshments for guests to enjoy. c. Meeting & Gatherings – The Guild hosts monthly member meetings, photography groups and field trips to peer communities such as Carbondale Creative District. And arranges viewings of private art collectors’ collection and hosts the Annual Member in December. Additionally, the free and wildly popular I-Phone Mini-Workshops and/or Lectures are a staple gathering. Page 3 of 3 Although not exhaustive, the Art Guild at Avon Activation & Events Tracking, provided as ATTACHMENT B, illustrates the Guild’s activity volume and frequency. ATTACHMENT B demonstrates this by providing the (1) number of activations and event days, and (2) the number of participants at each between January 1 and June 30, 2025. As shown, there are workshops, events, and fundraisers upcoming and therefore, not included in the figures provided. Additionally, it is important to note some activities and/or events take place on the same day as a workshop, member meeting, event, etc. and therefore, the number of days are counted more than once. An example is First Fridays, which takes place on a day the Guild is open to the public. The same can be said for a Workshop or Member meeting. While reporting is still being refined, the total of 1,134 participants is impressive, and I am not able to extrapolate the number of unique participants. The Guild clearly maintains a high level of activity! Thank you, Danita. ATTACHMENT A: Rent Support Agreement ATTACHMENT B: Art Guild at Avon Activation & Events Tracking Rent Support Agreement – Vail Valley Art Guild December 13, 2023 Page 1 of 2 RENT SUPPORT AGREEMENT VAIL VALLEY ART GUILD THIS RENT SUPPORT AGREEMENT (“Agreement”) is entered into on January 1, 2024, by and between the Town of Avon, a Colorado home rule municipality (“Avon”), and the Vail Valley Art Guild, a Colorado not for profit corporation (“VVAG”). RECITALS WHEREAS, Avon and VVAG desire to promote art in the Avon community and support local artists; and, WHEREAS, GAC Avon LP, LLC, (the Seasons ground floor commercial owner) desires to support arts in the Avon community and has offered a lease of ground floor commercial space to VVAG known as Unit C2, Seasons Building, 137 Benchmark Rd, Avon, CO 81620 (“Premise”); and, WHEREAS, Avon and VVAG find that establishing a location for VVAG that is centrally located in Avon and adjacent to the Main Street Pedestrian Mall will promote activation of this area and will better facilitate Community interest and involvement in the VVAG and arts in general. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN, AVON AND VVAG AGREE AS FOLLOWS: 1.RENT SUPPORT: Town of Avon agrees to contribute $1,500 per month ($18,000 per year) (“Rent Support”) commencing on January 1, 2024, continuing for three (3) years and expiring on December 31, 2026. Rent support shall increase 3.5% per year as follows: Year 2 = $1,552.50 per month; Year 3 = $1,606.84 per month. Avon’s commitment to Rent Support shall not exceed 36 total monthly payments and shall expire on December 31, 2026. Avon’s commitment to Rent Support shall be conditioned on VVAG renting the Premise from GAC Avon LP, LLC. 2.ACTIVATION OF PREMISE: VVAG agrees to activate the Premise through the following minimum activities: a.Board Meetings: VVAG shall hold its VVAG Board of Directors meetings at the Premise, provided that VVAG may hold its Board of Directors meeting at other locations if needed for community outreach and may conduct virtual video meetings when appropriate. b.Gallery Display: VVAG shall utilize the Premise as an art gallery and display art. c.Work Shops and Seminars: VVAG shall routinely organize and host work shops and seminars for all levels of artist proficiency and interest. (at least 6 per year). d.Events: VVAG shall organize and host events that promote appreciation and awareness of arts (at least 2 per year). 3.COLLABORATION: VVAG agrees to collaborate with Avon to promote art in Avon, including but not limited to the following: DocuSign Envelope ID: 84F9D199-A5BE-40FA-99D6-CEFFC95E8B59 ATTACHMENT A Rent Support Agreement – Vail Valley Art Guild December 13, 2023 Page 2 of 2 a.Art District: Coordinating and supporting efforts with Avon to pursue “art district” designation, including efforts to develop a strategic plan for Art in Avon. b.Art Activations: Coordinating and supporting efforts by Avon to host art shows and art related activations on the Main Street Pedestrian Mall. c.Board of Directors: Inviting and appointing two Avon officials to be members of the VVAG Board of Directors. Avon Town Council shall designate the Avon officials to participate on the VVAG Board of Directors. Avon officials may include elected or appointed officials or full-time employees of Avon. d.Rebranding: VVAG agrees to consider rebranding the organization name to reference Avon. 4.INDEMNIFICATION: VVAG agrees to indemnify and defend Avon from any claims arising from VVAG’s lease and occupation of the Premises, except those claims which arise from negligence by Avon. 5.DEFAULT, TERMINATION: In the event of default by VVAG, Avon may provide a written Notice of Default to VVAG with thirty (30) days to cure. If such default is not cured within 30 days, Avon may elect to terminate this Agreement in writing and shall have no further obligations to make payments as described herein. 6.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 1 of the Colorado Revised Statutes. 7.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 Contractor. 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. VAIL VALLEY ART GUILD BY:__________________________________ Melissa Nelson, President TOWN OF AVON BY:__________________________________ ATTEST:__________________________________ Eric Heil, Town Manager Miguel Jauregui Casanueva, Town Clerk DocuSign Envelope ID: 84F9D199-A5BE-40FA-99D6-CEFFC95E8B59 Program / Activity Day of the Week Date # of Activation Days Type of Program/Activity # of Member Registrations # of NON-Member Registration Total # of Participants Fee Based Workshops1 Elaine Kuntz Saturday 8-Mar 1 Abstract in Watercolor 10 0 10 Margo Thomas Thursday 13-Mar 1 Perspectives In Art 6 0 6 Elaine Kuntz Saturday 5-Apr 1 101 Watercolors 9 0 9 Joann Fullerton Tue-Thu 10-Jun 3 Paint Yourself Free - Abstract 7 5 12Don Sahli Fri-Sun 27-Jun 3 The Landscape Deconstructed 11 0 11 Christain Dore Monday 14-Jul Up Coming Introduction to Abstracts 0 0 0 Lorenzo Chavez Sun-Tue 20-Jul Up Coming From Concept to Completion 0 0 0 Kim Casebeer Mon-Wed 4-Aug Up Coming Color For Landscapes 0 0 0Jami Nix Rahn Sat-Sun 15-Aug Up Coming Cold Wax Painting Techniques 0 0 0 Randall Case Wed-Thu 20-Aug Up Coming Making Painting Fun Again 0 0 0 Christain Dore Monday 8-Sep Up Coming Introduction to Abstracts 0 0 0WORKSHOPS SUB-TOTAL 9 43 5 48 Kids Art Programs Avon Elementary - Sewing Monday 6-Jan 1 Teaching kids to sew N/A N/A 10 VVAG & Vida Foundation Art to community kids Friday 13-Jun 1 Hand Plant Crafts N/A N/A 32 Kids Summer Camp 1-Week Session TBD August Up Coming Various Arts & Music N/A N/A TBD Evening Painting Classes TBD TBD Up Coming Painting N/A N/A TBD CHILDREN PROGRAMS SUB-TOTAL 2 0 0 42WORKSHOP & PROGRAMS TOTAL 11 43 5 90Fundraising Events Affordable Art Fair Saturday 9-Aug Up Coming Fundraiser held in Minturn during Farmer's Market N/A N/A TBD Vail Valley Fine Art Show Friday 19-Sep Up Coming Largest fundraiser held at CMC Campus in Edwards N/A N/A TBD FUNDRASING EVENTS TOTAL 0 0 0 0Activities & Events Free to Members2 Artist Member Meetings Monday Monthly 6 Typically involves an activity 60 Photographer Group Meetings Thursday Monthly 6 Includes a unique assignment, i.e. Mission Possible 60 Artist Field Trips TBD 2-4 Annualy 2 Tour of private collections 10 Annual Member Meeting Sat. or Sun December Up Coming Board member elections and pot luck TBDActivities & Events Free to Public2 First Friday Friday Monthly 6 Art Exhibit Reception 372 Library Exhibitions (3)Monthly Monthly 6 1 Month Exhibits at Avon, Vail, Gypsum 150Beaver Creek Charter Exhibits Friday Quarterly 2 Art Exhibit / Reception / Pop Up Shows 104Art Walk in Avon 7 Fridays Summer 2 Art Sulpture Walking Tour 14 Art Guild at Avon: Gallery Th-Sat Year-Round 96 Gallery is open 4 days per week / 52-weeks / 1:00 to 6:00 p.m.20Photography Lecture / Mini-Workshop (3)Wed/Thu/Fri December Up Coming Wildlife of Eagle County (Libraries)TBD Photography Lecture / Mini-Workshop (3)Tues / Thu April, June 3 Colorado Mountain Passes (Libraries)135 I-Phone Photography Mini-Workshop (4)Various April, June, Sept.4 Two in Avon Gallery, Library, Other 108Other2 VVAG Board Meetings Monday Monthly 6 Second Monday of each month 11MEMBERS, PUBLIC & OTHER TOTAL 137 1044 ACTIVITY & EVENTS COMBINED TOTAL3 143 43 5 1134 1 Space constraints restrict number of registrants to 10-12 max depending on type of workshop 2 # of participants per is calculated using an average per event attendance number 3 In some cases there are multiple activations on the same day, i.e., Board meetings and/or First Fridays on the same day as a workshop N/A ATTACHMENT B: Art Guild at Avon - Activation & Events Report: January - June, 2025 N/A N/A